The latest Investing Matters Podcast with Jean Roche, Co-Manager of Schroder UK Mid Cap Investment Trust has just been released. Listen here.
The point really being if the rns says "nuog and rmri with both get 25% of the net field revenue" this shouldnt be a "wtf moment". The balance, if not needed for MfDevCo development, can be distributed to the shareholders. And in any event the improvement in value of MfDevCo bu successful deployment of that capital also accrues to the shareholders.
Seadog, lets just assume the field for the first deal makes 20m after costs. Thats a random number, not a forecast. That doesn't mean Nuog get a cheque for 10m. Their entitlement is two fold. As a result of their shareholding then in effect half on liquidation and half of any distributed profits. Should they choose to retain them MfDevCo gets worth more and it flow to nuog balance sheet anyway. They are also entitlrd to a direct revenue share of whats "left over" after the above as a result of their participation. It seems reasonable that nuog will want actual cash to cover their running costs and to further their own projects like GHS. Thus their does become a bit of a balancing act. But it is easily resolvable via different classes of equity, revenue payments etc. That also enables RMRI interests to be balanced. One possibility is that MfDevCo retain a fair chunk. They might want to do this to accelerate further projects in a self financing way. E.g. without needing seed capital from anybody. The gain on this would in effect accrue to the shareholders. Perhaps 10m retained and 5m each to Nuog and RMRI. They might do this in order to allow MFDevCo more of its own persona. Possibly with a view to an eventual float in its own right. The point really is that the "value" will flow both as a result of participation and also as a result of MfDevCo geowth which in time comes from its ability to retain funds. It would be, possibly, foolish to get all the revenue out. That would impede organic growth at MFDevCo. Equally retaining everything for future projects would be excessive. But whatever they put in place will address the balance, hopefully in a market pleasing way. The partners too have similar issues to address. They need a faircreturn for their participation. Again as you say there are agreements in place. This if a good way of dealing with initial projects. It may change for future projects.
Seadog, The point about "what's in it for Nuog" is a fair one. The only thing that Nuog can be certain of is that they get 50% of any dividends that may be declared. Also 50% of any assets on a liquidation. That is a fact. Read it again carefully and note the word it is predicated on. You understand corporate law. You know its true. It is not worth anything to Nuog as a result of its mere existence (though it may enable them to revalue their holding in MfDevCo and impact positively the balance sheet). So what was posted is, in fact, true. It is not the whole story though. In practice - that is not all that Nuog will eventually gain. So I will speculate what else might happen. The likely result, as highlighted by RNS', is that the deal offered to Nuog from Mfdevco will be based on participation in the development of the project. They will agree something. The paticipation is not just financial of course, there other efforts. But a fair and decided proportion will apply. My gut reaction is that will be about 50/50 of revenue left over after an agreed portion has been retained for MFDevCo forward development (that raises other interesting possibilities going forwards but would be a subject for another post). What we dont know - though you might - is what the participation has been. Maybe Nuog have only funded 10%. Maybe 70%. Any speculation as to what it is is merely speculation. Not certainty. It also cuts both ways. Maybe the deal eventually done by Mfdevco requires cash. Or borrowings. If Nuog participate in the return on some sort of revenue share they may also be required to participate in the borrowing or cash requirements along the way. In the, hopefully unlikely, event of something going wrong with the field what then ? Perhaps there is a non insured event which causes financial catastrophe. Does that miraculously stop with MfDevCo ? It could. Or maybe it could not. It depends what has been agreed. Perhaps costs escalate and production drops? Does Nuog get to walk away scot free. Perhaps it is all stunningly good. Revenue far exceeds expectations? Do Nuog benefit from that. We do not know where the risks will be. Who will in effect be taking them. They will expect to be rewarded for that. Rightly so. Does this make it all a bad idea ? Of course not. Do I think it will he a bad deal ? No. I am certain a fair deal will be done. Can I assume it is 50/50? No. Though I do expect it will be broadly that. Both to the upside and to the downside. I also very much doubt we will ever know "the real deal". All that will be published is likely a couple of lines in an RNS'. It will still leave a lot of detail unknown. But I wouldn't expect them to publish in anything other than broad terms anyway. On a possibly related note you might want to think about Einars connection with Fearnley and what that might possibly mean. Again speculation but interesting with their activi
MM, Stranger things have happened. But I think it is unlikely. It used to be that case that ENEG had an interest in the entire license. However the deal was done in about 2011 for eneg to have the lower and shp the upper. This occured becasue the then partners couldn't agree what to persue. ENEG wanted a conventional target in the lower formations and the others wanted a shallow target. So it was reassigned. Of course the irony in that is that if eneg hadnt lost that particular debate the deep target would probably have been drilled by now. But, if there is belief between SHP and NUOG that it could speed things up then I guess itcis possible in time. I imagine that G2 will simply get an extension on their exclusivity. It is not really their fault that they gave been unable to further their plan.
MM, The question I ask myself with G2 is: "How can G2 enter I anything other than 3k39 in order to try and achieve flow from the deep rights". I appreciate that GL was confident he could when he made the statement. But subsequent events - i.e. the CNLOPB refusing SHP - made it very clear that anthing has be via 3k39. So therw arw only 2 real possibilities to progress: 1. SHP get an SDL (not looking likely anytime soon). Then G2 can do other things - subject to the SDL actually including the target area and that will depend on the deliniation of the discovery. 2. Do a deal with SHP to allow G2 to enter 3k39. This then gives rise to a different problem: Will CNLOPB allow the persuit of a different new target. (And is it even technicall possible). I suspect that the answer to the former is no. Their response to SHP re 2k29 would strongly suggest this on my reading. The basic problem is EL1077 no longer allows exploration. It allow the persuit of an SDL for a well target that looked positive. Hard for SHP to do much when they can't frack even though they felt flow withour frack could happen with work on 2k39. However, the actual rights are governed by statute in the form of the atlantic accord act. CNLOPB are mere tasked with setting regulations that implement that. A party can obviously argue with CNLOPB that they have gone beyond the regulatikn and prohibited something which is legally allowed. The prospects ar2 not high and we have heard from SHP in this area. There is then further potential challenge available which would initially be a judicial review to rule on the relevant regulation and whther it went beyond the law. In practice though, it looks to ke that nothing can possibly happen on EL1070 until SDL grant to SHP.
SBP, The pudding might be at risk. Simon has agreed to a number of meetings by all accounts. Ofcourse he can't give anything not in the public domain but carefully constructed leading questions may enable you to draw inferences.
No it isn't.
http://www.stamdata.no/documents/NO0010640824_SB_20171120.PDF Hopefully that link works. Osx-3 leasing b.v. is an spv which holds the asset and has issued the bonds to the investors who financed. It doesnt have a fully functional website. It doesnt need one. Everything is published by the trustees (as is entirely normal). They have decided to restrict what is published (as is their right and entirely normal). It is for sale. No scam.
seadog, abaolutely right with your first paragraph. It doesn't matter whether you are a trader, an investor or your timeframes. I reduce it to one question for EVERY position at any point and timeframe. It is actually a simlle one. "Would i buy now at this price". Yes. Fine move on. No. Slighty tricky. It presupposes perfect timing. So the follow up is just "If I holdat this price am I wrong in anything other than timing". Yes. Sell. No. Hold.
"And gain an option for 100% equity in TM" Yes, the result could be gaining 100% equity. But it is not the case that any form of long term option can be gained. The option is not actually bound to the platform. Though in practical terms it seems unlikely in the extreme that any negotiations would be taking place that excluded it (*) However, the option is assignable. So MFDevCo could (I assume will) gain it. The thing is though, the option terms change on assignment such as it may only he exercised within 5 days or it lapses. If MFDevCo were to exercise it then there is nothing in it whatsover for Dommo and there is a further problem of ANP assigning the actual lease. It would all get very messy. So it's all bad ? The reverse. No. The only likely result is that a deal is done where Dommo retain some revenue - probably in the region of what they currently have. This is highly beneficial to them. It actually gives them an unencumbered asset which may enable finance. And may also enable enough of that to dig them out of their BS4 hole. The balance goes to MFDevCo, covering the costs related to financing the FPSo while they have it and the balance enabling them to further their business plan. Whether the revenue share comes from a PSA a farm in or formal assignment from ANP remains to be seen. Given Simons tweets about the use of a Chinese platform it seems likely that OSX3 will be held for a limited period, but this is crucial. It enables the revenue generation to redevelop the field and repurpose it in parallel. (*) The only scenario I could see that would be if MFDevCo were to change their M.O. and simply acquire the FPSO and operate it. There is no indication of any intent.
Petronas had a contingent dwal with OGX to acquire 40% of TM for 850 mln. It was reliant upon OGX restructuring their debt which didn't happen so Petronas pulled out. https://www.google.co.uk/url?sa=t&source=web&rct=j&url=http://mobile.reuters.com/article/amp/idUSBRE9AI03N20131119&ved=2ahUKEwiBiYyW8OTdAhXLKMAKHY6GBfcQFjAAegQIARAB&usg=AOvVaw3FmuwUSApXkktZMBqoHKAC&cf=1 It was quite contwntious after the announcement of the deal back in May 2013. Of course that merely details what somebody thought it was worth at that time. But it was quite a lot.
seadog, that seemed inevitible (I am susrprised it was that quick). Of more relevance is how Dommo can resolve the dispute. It has always seemed likely they will lose unless they regularise the position (for a time their 40% was guarenteed by the other licence partners). Of even more relevance is how dommo can regularise the position going forwards. There is a planned drill Q1 19 on BS4 as part of its development plan. Dommo are due for 40% costs on that and in their details that was around 70 mln US. This does suggest pressure to do a deal on TM in the new future to have any hope of achieving it. So yes. This has just ratcheted up the pressure.
Tagaryen2. I have no real idea to he honest. It is in the gift of the minister. I would have thought that pvr barryroe program and updates issued today to that were a positive thing since local infrastructure has to become available and that radically improve the economics of h and d. But we just have to wait and see.
Targaryen2. The initial submission was done on time and if I recall correctly was notified in some way by both Nuog and PVR. I would expect very little (if anything) is actively being done at the moment. There is little point until the licence is extended. I imagine itcis the contents of the work submitted ehich will determine the view of the licencing authority (personally with that and the other work on the other pvr licences in the area their are grounds for optimism).
Cobrakai, yes. That is the case. The fact that it is not exactly arms length has impact. Though that is from a different part of the disclosure regime. It is not an entirely satisfactory situation.
Daiwish, No. It is the case that the current owners of the platform have an option which is transferable. Transferring it to a 3rd party also imposes conditions on it exercise. It may be that is part of a deal. It may be that it isnt. If a deal is being done for the PLATFORM then why would it be part of a deal (same as the dommo stake why would that be part of a deal - note would, could of course be). If a deal is being done for the PLATFORM OWNERS then it almost certainly would be. Confusingly the 2 different entities are OSX-3 and OSX-3 Leasing b.v. Since I seem to be confusing most with the distinction I will shut up :-)
Frank, MFDevCo has precisely no disclosure obligations at all. It is a private company with 2 shareholders. No different to mine. The question is whether Nuog has any disclosure obligations. It has a 50% shareholding. I dont believe it has formal board representation. As such it only "knows" what MFDevCo decide to pass on. The fact that the pther shareholder in MFDevCo is RMRI and therefore linked to NUOG via AM as a PDMR may have an impact. But I suspect disclosure obligations on NUOG as a result of MFDevCo activity are minimal.
"So if we have bought OSX3, we now own the oilfield as well !!!!!" No. That is not to say it hasn't been acquired. But OSX-3 is simply the platform. It happens that its current owners apper to have an option on the field.
Assume that MFDevCo have bought OSX-3. This is the platform. That would not of itself mean that they had (or had not) acquired the shareholding in Dommo. The shareholding (along with the platform) is owned by OSX-3 Leasing B.V.
Sharetag, Obviously the co can request (not demand) suspension at any point they choose. If it is required at a result of one of the class tests being failed then the suspension will be before the announcement by my reading. Whether or not the class tests will be failed remains to be seen. That depends on a number of factors. If the transaction causes accounts to be consolidated then it will. If it doesnt then it may or may not. This depends on the exact interpretation of the word acquisition. (If this does include simply obtaining ownership of an asset then there is a question because any acquistion of substance would fail one of the class tests). It is also the case that NUOG are acquiring (at least from all the RNS') precisely nothing. They simply own 50pc of mfdevco. So it is unclear they exert enough control for it to even apply. Worth a read of the class tests. It makes it all as clear as a very opaque thing.