Eland Oil & Gas Regulatory News (ELA)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

15 October 2019

RECOMMENDED CASH ACQUISITION

of

Eland Oil & Gas PLC ("Eland")

by

Seplat Petroleum Development Company Plc ("Seplat")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary and Highlights

Eland Recommendation

Irrevocable Undertakings

Information on Seplat

Information on Eland

Financing

Timetable and Conditions

Commenting on the Acquisition, George Maxwell, CEO of Eland, said:

"This recommended offer from Seplat represents the culmination of a very successful journey by Eland, the management team and all of its stakeholders. Since founding Eland, we have, jointly with our partners in Elcrest, acquired our interests in OML 40, a non-producing asset, achieved an all-time record production on this asset and become a significant independent producer in Nigeria's E&P landscape and one of the biggest oil producers on London's AIM market.

Eland has, in a period which has seen a significant cyclical downturn in our industry, outperformed most of its peers and the AIM Oil & Gas Index. This transaction represents a record share price for Eland and crystallises Eland's stated goal to maximise shareholder value."

Russell Harvey, Chairman of Eland, commented:

"We are pleased to announce this recommended Acquisition by Seplat. Eland's management team has done an excellent job executing our strategy. We have demonstrated a strong track record of operational delivery and value creation in Nigeria from our high-quality assets. This offer allows Eland Shareholders to benefit from an accelerated and enhanced realisation of this value through a cash offer at a significant premium to the current market value. In addition, the business will benefit from the opportunity to become part of a more significant player in the Nigerian oil and gas market. For these reasons, the Eland Board unanimously intends to recommend the offer to Eland Shareholders."

Commenting on the Acquisition, Dr. Bryant Orjiako, Chairman of Seplat, said:

"Since Seplat acquired its first blocks and commenced production in 2010, we have increased oil and gas production and grown reserves in each year of operation, delivering significant growth and value for our shareholders. We firmly believe that Eland is a complementary fit with Seplat and that there will be enhanced scale and a wider range of capabilities made available to the enlarged group through the combination.

This acquisition signals the next step in our journey that will underpin Seplat's ambition to be the leading independent E&P in Nigeria."

Austin Avuru, CEO of Seplat, commented:

"We are pleased to have reached an agreement to acquire Eland and its portfolio of assets that will enhance our existing operations. Eland is an excellent fit with Seplat and the combination should achieve for us growth and increased profitability, creating value for our shareholders, employees and other stakeholders while offering an attractive upfront premium to Eland Shareholders. The Acquisition, made possible by our robust operational platform and headroom in our capital structure, is in line with a key part of our established strategy which is to pursue opportunities in the onshore and offshore areas of Nigeria that offer near term production with cash flow and reserves potential.

The Acquisition reinforces Seplat's status as one of Nigeria's leading indigenous, independent E&Ps and will create a Nigerian E&P champion with the footprint and technical capabilities to further grow and consolidate in Nigeria."

This Summary should be read in conjunction with, and is subject to, the full text of this Announcement. The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources and bases of certain information contained in this Announcement, Appendix III contains a summary of the irrevocable undertakings received in relation to the Acquisition and Appendix IV contains definitions of certain expressions used in the Summary and in this Announcement.

Further Information

White & Case LLP and Olaniwun Ajayi LP are providing legal advice to Seplat. Mayer Brown International LLP, Stronachs LLP and Streamsowers & Köhn are providing legal advice to Eland.

Enquiries:

Important Notices

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as sole financial adviser for Seplat and for no one else in connection with the Acquisition and other matters described in this Announcement, and will not be responsible to anyone other than Seplat for providing the protections afforded to clients of Citi nor for providing advice in connection with Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Citi nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

Investec Bank plc ("Investec") which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as joint corporate broker to Seplat and for no one else in connection with the Acquisition and will not be responsible to anyone other than Seplat for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, Investec does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Investec (and its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, delict, contract or otherwise which it might have in respect of the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Eland and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Eland for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this Announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Eland or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, in delict, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Eland and no one else in connection with the Acquisition, the other matters referred to in this Announcement and the Scheme Document, and will not be responsible to anyone other than Eland for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Eland and no one else in connection with the Acquisition, the other matters referred to in this Announcement and the Scheme Document, and will not be responsible to anyone other than Eland for providing the protections afforded to clients of Stifel or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Further Information

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document or any document by which the Acquisition is made which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

This Announcement has been prepared for the purpose of complying with English law, Scots law, Nigerian law, the Code and the NSE Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Nigeria.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Seplat or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Eland Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Eland Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

 This Announcement does not constitute a prospectus or prospectus equivalent document.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of a Scottish company by means of a scheme of arrangement provided for under the laws of Scotland. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Seplat were to elect to implement the Acquisition by means of a takeover offer, such takeover offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Seplat and no one else.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Eland Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Eland Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Seplat and Eland are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Seplat, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Eland outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Citi will continue to act as an exempt principal trader in Eland Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Additional Information for Nigerian Investors

This Announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in Seplat's securities in Nigeria.

Forward Looking Statements

This Announcement contains statements about Seplat and Eland that are or may be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Seplat's or Eland's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Seplat's or Eland's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Each of Seplat and Eland disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Eland for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Eland.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website and Availability of Hard Copies

This Announcement and the documents required to be published pursuant to Rule 26.1 of the Code and pursuant to Rule 26 of the AIM Rules for Companies will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Eland's website at www.elandoilandgas.com by no later than 12:00 noon (London time) on the Business Day following this Announcement. This Announcement shall also be published pursuant to Rule 17.20 of the NSE Rules be published on Seplat's website at www.seplatpetroleum.com by no later than 12:00 noon (London time) on the Business Day following this Announcement.

Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

You may request a hard copy of this Announcement by contacting Citi on +44 (0)207 986 4000. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Eland confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 215,591,741 ordinary shares of ten pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B8HHWX64.

Important Information

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial advisor duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial advisor.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

15 October 2019

RECOMMENDED CASH ACQUISITION

of

Eland Oil & Gas PLC ("Eland")

by

Seplat Petroleum Development Company Plc ("Seplat")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1. Introduction

The boards of Seplat and Eland are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition pursuant to which Seplat will acquire the entire issued and to be issued share capital of Eland (the "Acquisition"). The Acquisition is to be effected by means of a scheme of arrangement under part 26 of the Companies Act.

2. The Acquisition

Under the terms of the Acquisition, which will be subject to Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Eland Shareholders will be entitled to receive:

for each Eland Share 166 pence in cash 

The Acquisition values the entire issued and to be issued ordinary share capital of Eland at approximately £382 million on a fully diluted basis, and represents:

In addition, Eland Shareholders on the register at the close of business on 18 October 2019 will be entitled to receive and retain the interim dividend of 1 pence per Eland Share to be paid on 31 October 2019.

It is currently expected that the Scheme Document will be published as soon as practicable (and, in any event, within 28 days of this Announcement), that the Court Meeting and the General Meeting will be held in November 2019 and that the Scheme will become Effective in late 2019.

3. Background to and Reasons for the Acquisition

Seplat is a leading indigenous E&P with a robust operational platform, experienced management team and a proven track record of operational delivery. The Seplat Board believes that a combination with Eland will create a scaled Nigerian E&P champion with the footprint and technical capabilities to further grow and consolidate in Nigeria, cementing Seplat's position as one of the leading independent players.

In line with Seplat's growth strategy to prioritise opportunities in the onshore and offshore areas of Nigeria that offer near-term production, cash flow and reserve replacement potential, the Seplat Board has followed the development of Eland for some time and believes that it is a strong business and that there is a compelling, complementary fit between Seplat and Eland. The Seplat Board believes this combination will leverage Seplat's core production and development expertise to capture potential upsides and increase growth and profitability. The combined business will have greater scale in production and reserves and should create long-term value for stakeholders.

The combination will enable:

Seplat has the financial and technical capacity to develop Eland's assets and will deliver long-term benefits for employees, partners, host communities and Nigeria as a whole. As a leading indigenous operator, Seplat understands the critical role it must play to drive a positive socio-economic impact among its communities. Seplat's management team's knowledge of Eland's producing assets and operations will allow the assets to be efficiently integrated into Seplat's existing portfolio.

4. Recommendation

The Eland Directors, who have been so advised by Evercore as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Eland Directors, Evercore has taken into account the commercial assessments of the Eland Directors. Evercore is providing independent financial advice to the Eland Directors for the purposes of Rule 3 of the Code.

Accordingly, the Eland Directors intend to unanimously recommend that Eland Shareholders vote in favour of: (i) the Scheme at the Court Meeting; and (ii) the Resolution at the General Meeting, in each case as the Eland Directors who are interested in Eland Shares have irrevocably undertaken to do in respect of those Eland Shares in respect of which they are able to control the exercise of voting rights, amounting in aggregate to 609,657 Eland Shares and representing approximately 0.28 per cent. of the issued share capital of Eland.

5. Background to and Reasons for the Recommendation

Eland is an independent oil and gas company focused on production, development and exploration in West Africa, particularly the Niger Delta region of Nigeria. Eland was founded in 2009 and listed on AIM in 2012.

Led by its experienced senior management and operating team, Eland's strategy has been to deliver exceptional shareholder returns through a combination of asset development, production growth and exploration success on its assets.

In 2012, Eland through its joint venture company, Elcrest, completed the acquisition of a 45 per cent. equity stake in OML 40. Development activities on OML 40 continued throughout 2013, and in early 2014, production recommenced from Opuama. In late 2015 and 2016 Eland executed a successful workover campaign, taking production on Opuama from approximately 3,500bopd to in excess of 11,500bopd. In 2017, Eland began a continuous drilling campaign, drilling five wells on Opuama before moving to Gbetiokun.

Production from Gbetiokun (on OML 40) commenced this year, having received regulatory approval for the Gbetiokun development plan from the Nigerian Department of Petroleum Resources earlier in 2019. The first two wells were successfully flow tested with cumulative rates up to 12,000bopd with the third well in the initial six-well programme, Gbetiokun-4, near completion.

The continuous drilling campaign on both Opuama and Gbetiokun has led to OML 40's average net production increasing for five consecutive half year periods with average net production of 9,948bopd seen during the first half of 2019.

Eland acquired a 40 per cent. stake in a second licence, Ubima, in 2014, and appraisal of Ubima was carried out in 2018 via the Ubima-1 re-entry, successfully increasing Ubima's gross 2P Reserves to 9.3MMbbls of oil (as set out in Netherland Sewell & Associates' Competent Persons Report dated 31 December 2018).

Led by its experienced senior management and operating team, the Eland Group took gross production on OML 40 from 3,338bopd average daily production for producing days in 2014 to a peak 2018 production rate of over 31,000bopd, an increase of over 800 per cent. This process has been achieved together with the help of Eland's partners and local host communities and Eland believes they will continue to benefit from ongoing investment in its asset portfolio as part of Seplat.

In 2019, the Eland Board also approved a debut dividend of one pence per Eland Share.

The Eland Board believes that its management team has done an excellent job executing the company's strategy with a strong track record of operational delivery and value creation in Nigeria from high-quality assets. The Acquisition allows Eland Shareholders to benefit from an accelerated and enhanced realisation of this value through a cash offer at a significant premium to the current market value. In addition, the business will benefit from the opportunity to become part of a more significant player in the Nigerian oil and gas market.

For these reasons, the Eland Board intends to unanimously recommend the offer to Eland Shareholders.

The Eland Board welcomes Seplat's recognition of the importance and value of the skills and experience of existing Eland employees, and Seplat's commitment to safeguard the contractual rights of Eland's management and employees. The Eland Board notes Seplat's intention to continue to operate Eland as a standalone business within the combined company immediately following completion and to initiate an integration process over time, and that the integration process would be subject to comprehensive planning and appropriate engagement with stakeholders and employees.

The Eland Board notes that the functional currency of Company is US$. As a result, the Sterling value of the business can be affected by movements in the US$/Sterling exchange rate. As the Acquisition is priced in Sterling, any such exchange rate movements prior to the Effective Date will not affect the value placed on Eland Shares by the Acquisition.

6. Irrevocable Undertakings

Seplat has received irrevocable undertakings from each of the Eland Directors who are interested in Eland Shares to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting, in respect of those shares in respect of which they are able to control the exercise of voting rights, being a total of 609,657 Eland Shares, representing approximately 0.28 per cent. of the share capital of Eland in issue. These irrevocable undertakings remain binding in the event of a competing offer. Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.

In addition to the above-mentioned irrevocable undertakings from the Eland Directors, Seplat has also received irrevocable undertakings from Helios Natural Resources Limited ("Helios"), Lombard Odier Asset Management (Europe) Limited ("LOAME") and Richard I Griffiths to vote, or procure the voting, to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolution at the General Meeting or, if (with the consent of the Panel) Seplat exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of such Takeover Offer in respect of a total of 129,118,048 Eland Shares representing approximately 59.89 per cent. of the existing issued ordinary share capital of Eland.

Therefore, as at the date of this Announcement, Seplat has received irrevocable undertakings to vote, or procure the voting, to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolution at the General Meeting or, if (with the consent of the Panel) Seplat exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of such Takeover Offer with respect to a total of 129,727,705 Eland Shares, representing approximately 60.17 per cent. of the existing issued ordinary share capital of Eland. Further details of the above-mentioned irrevocable undertakings are set out in Appendix III to this Announcement.

7. Information on Seplat

Seplat is a leading independent oil and natural gas producer in the Niger Delta area of Nigeria, and a leading supplier of processed natural gas to the domestic market, fully listed on both the Nigerian Stock Exchange and the London Stock Exchange since April 2014.

As a full cycle upstream oil and gas exploration and production company, Seplat's focus is on maximising hydrocarbon production and recovery from existing production and development assets, realising the upside potential within the portfolio through focused appraisal and exploration activities and farm-in into new opportunities in Nigeria (specifically those which offer production, cash flow and reserve replacement potential with a particular focus on the onshore and shallow water offshore areas).

Seplat's existing portfolio comprises of direct interests in five blocks in the Niger Delta area and a revenue interest in an additional block. Since acquiring its first interests in 2010, Seplat has grown oil production through the drilling of new wells and employing advanced and proven technologies. Alongside the oil business, Seplat also prioritises the commercialisation and development of the substantial natural gas reserves identified at Seplat's existing blocks, which is supplied to the domestic market. For the financial year ended 31 December 2018, Seplat generated revenue of US$746.1 million, operating profit of US$309.9 million and profit before tax of US$263.3 million.

A strong track record of operational delivery, portfolio integration and capital raising has enabled Seplat to balance its organic growth initiatives with complementary acquisitions delivering value for stakeholders.

8. Information on Eland

Eland is an AIM-quoted independent oil and gas company focused on production and development in West Africa, particularly the Niger Delta region of Nigeria.

Through its joint venture company, Elcrest, Eland holds its core asset, a 45 per cent. interest in OML 40 which is in the Northwest Niger Delta approximately 75 kilometres northwest of Warri and which has an area of 498 kilometres. Elcrest completed its acquisition of the 45 per cent. equity stake in OML 40 in September 2012 and has been producing oil from Opuama since 2014. Gbetiokun was discovered in 1987 and further appraised in the early 1990s. Following a field development plan approved in early 2019, Gbetiokun came onstream in July 2019.

In addition, Eland has a 40 per cent. interest in Ubima, onshore Niger Delta, in the northern part of Rivers State and which covers an area of 65 square kilometres. Ubima was discovered in 1963 but was never developed. Eland acquired the licence in August 2014 and after a period of assessment, commenced appraisal operations in July 2018 with a re-entry and flow test of the discovery well, Ubima-1. Further flow testing from an extended well test is being executed in H2 2019 which will allow the reservoir model to be fine-tuned and the resulting development design to be optimised.

Eland's headquarters are in Aberdeen, with additional offices in London, Lagos, Benin City and Abuja.

OML 40 holds gross 2P Reserves of 82.2MMbbls, gross 2C Resources of 50.7MMbbls and a best estimate of 252.1MMbbls of gross un-risked prospective resources (as set out in Netherland Sewell & Associates' Competent Persons Report dated 31 December 2018).

Ubima holds gross 2P Reserves of 9.3MMbbls of oil and gross 2C Resources estimates of 4.2MMbbls (as set out in Netherland Sewell & Associates' Competent Persons Report dated 31 December 2018).

Net production figures relate to Elcrest, Eland's joint venture company. Production rates, when oil is exported via the Forcados oil terminal in Nigeria, are as measured at the Opuama PD Meter and are subject to reconciliation and will differ from sales volumes.

9. Intentions with regard to Eland's Employees, Directors, Management, Pensions and Location of Eland

Eland employees and management

Seplat believes that Eland is a strong business and recognises the importance and value of the skills and experience of existing Eland employees and believes they will be a key factor in maximising the success of the combined group following the Scheme becoming Effective.

Following completion of the Acquisition, the existing contractual and statutory employment rights of existing management and employees of Eland will be safeguarded, and existing pension obligations complied with.

Immediately following completion of the Acquisition, Seplat's intention is for Eland to continue to operate as a standalone business, within the combined company. Within 12 months of completion, Seplat intends to carry out a review of the Eland business in order to assess any organisational and structural changes that may benefit the combined company. As part of this review Seplat will make an assessment of the strengths and fit of Eland's management team and employees.

The review will be subject to comprehensive planning and appropriate engagement with stakeholders and employees. Any employees affected by the review, the number of whom is expected to be non-material, will be treated in a manner consistent with Seplat's high standards, culture and practices.

The Acquisition will affect participants in the Eland Share Plans, further details of which are set out in paragraph 10 below.

It is intended that the non-executive Eland Directors will resign as directors of Eland on completion of the Acquisition.

Eland headquarters

Eland has offices in Aberdeen, London, Lagos, Abuja and close to the field location in Benin. There is significant overlap of office locations between Eland and Seplat. Following the review period mentioned above, Seplat intends to maximise the integration of both companies by re-locating Eland's staff to Seplat's locations where possible.

The exception is Eland's head office based in Aberdeen where Seplat is not present. Seplat's intention is to determine how best to integrate key staff members of Eland into Seplat and whether the retention of the physical Aberdeen office is critical in achieving this.

AIM quotation

Seplat also intends to seek the cancellation of the trading of Eland's Shares on AIM from or shortly after completion of the Acquisition. As a result, Eland's "plc"-related functions will no longer be required and following completion of the review referred to above, some central corporate and support functions of Eland will see a reduction or change in scope, although it is expected that the impact on overall headcount from this would be limited.

Re-deployment of fixed assets

Seplat does not intend, as a consequence of the Acquisition, to make any material changes to the deployment of Eland's fixed assets. Eland has no research and development function.

10. Eland Share Plans

The Acquisition will affect participants in the Eland Share Plans.

In summary, Seplat will make appropriate proposals to the holders of options and awards under the Eland Option Plans in accordance with Rule 15 of the Code. Participants in the Eland Share Plans shall be contacted with further details of these arrangements in due course. Any Eland Shares which are allotted and issued or transferred to participants in the Eland Options Plans prior to the Scheme Record Time will be subject to the Scheme. Further details of the terms of such proposals shall be included in the Scheme Document.

Any Eland Shares held in the Eland SIP on behalf of participants at the Scheme Record Time will be subject to the Scheme.

Seplat operates standard "plc"-type equity incentives in which selected employees will be able to participate.

11. Financing

The cash consideration payable under the Acquisition is being wholly funded through a combination of existing cash resources of Seplat and a new loan facility available to Seplat.

In accordance with Rule 2.7(d) of the Code, Citi, as sole financial adviser to Seplat, is satisfied that sufficient resources are available to Seplat to satisfy in full the cash consideration payable to Eland Shareholders under the terms of the Acquisition.

12. Deferred Shares

Eland has in issue 155,263,214 fully paid non-voting deferred shares ("Deferred Shares"). The Deferred Shares are not listed on any exchange and effectively have no rights, in particular they do not confer on their holders any right to any dividend nor the right to receive notice of, attend, speak or vote at general meetings of Eland. The holders of Deferred Shares are technically entitled, on a distribution of assets on a winding-up or other return of capital, to receive the amount paid up on their Deferred Shares, however, first, £100,000,000 would have to have already been distributed to the holders of the ordinary shares in respect of each ordinary share, rendering this right to receive amounts practically non-existent.

The Deferred Shares will not form part of, and will be unaffected by, the Acquisition and the Scheme. In accordance with Eland's Articles, Eland shall procure the transfer of the Deferred Shares to Seplat on the Scheme becoming Effective.

13. Offer-related Arrangements

Confidentiality Agreement

On 24 April 2015, Seplat and Eland entered into a confidentiality agreement as amended and restated on 2 July 2019 and 12 September 2019 (the "Confidentiality Agreement"). Pursuant to the Confidentiality Agreement, Seplat and Eland has each undertaken to keep confidential any information relating to Seplat, Eland, any joint venture opportunities between the two companies and the Acquisition, and not disclose such to third parties. Unless terminated earlier by mutual agreement, the Confidentiality Agreement will terminate on 23 April 2021. Seplat's and Eland's confidentiality undertakings under the Confidentiality Agreement will remain in force until three (3) years after the date of termination. The Confidentiality Agreement further includes customary standstill obligations on Seplat from the period commencing on 12 September 2019 and ending on 11 September 2020.

Cooperation Agreement

On 15 October 2019, Seplat and Eland entered into a cooperation agreement (the "Cooperation Agreement"), pursuant to which, and conditional on release of this Announcement, Seplat will use reasonable endeavours to: (i) implement the Acquisition; (ii) make the notifications or filings described in the Cooperation Agreement to satisfy the Conditions referred to in paragraph 3 and 4 of Part 1 of Appendix I to this Announcement as promptly as practicable; (iii) provide Eland with advance drafts of all notifications or filings and to take into account any reasonable comments made by Eland; (iv) notify Eland of, and provide copies of, any material communications with a relevant regulatory authority in connection with the satisfaction of the Conditions referred to in paragraphs 3 and 4 of Part 1 of Appendix I to this Announcement; and (v) promptly pay all filing fees, costs, charges and expenses arising in connection with and incidental to the Conditions referred to in paragraphs 3 and 4 of Part 1 of Appendix I to this Announcement.

Eland undertakes to Seplat, subject to Seplat's compliance with its obligations under the Cooperation Agreement, to make all such notifications to satisfy the Conditions referred to in paragraph 3 and 4 of Part 1 of Appendix I to this Announcement.

For the purposes of preparation of the Scheme Document, Seplat agrees to promptly provide relevant information about itself and reasonable assistance with preparation of the Scheme Document.

Eland and Seplat agree that the principal terms of the Acquisition shall be as set out in this Announcement and shall proceed by way of the Scheme. However, Seplat may elect at any time (subject to the consent of the Panel) to implement the Acquisition by way of a Takeover Offer on the same terms as those set out in this Announcement.

Seplat confirms it is unaware at the time of entering into the Cooperation Agreement of the existence of any circumstances which would entitle Seplat to invoke any Conditions, and undertakes to confirm to Eland prior to the Court Hearing either that all Conditions have been satisfied or that it intends to invoke one or more of the Conditions.

Seplat and Eland agree to contact participants of Eland Options Plans at or around the time of posting of the Scheme Document with Seplat's proposals.

The Cooperation Agreement will terminate if: (i) agreed in writing; (ii) the Effective Date has not occurred by the Long Stop Date; (iii) upon the occurrence of the Effective Date; (iv) if the Scheme is not approved by the requisite majority of Eland Shareholders at the Court Meeting or the Resolution is not passed by the requisite majority at the General Meeting and Seplat has not elected, within ten Business Days of the date of the relevant meeting, to implement the Acquisition by means of a Takeover Offer; (v) if the Scheme is not sanctioned at the Court Hearing and Seplat has not elected, within ten Business Days of the date of the relevant hearing, to implement the Acquisition by means of a Takeover Offer; (vi) save where Seplat has effected a switch from the Scheme to a Takeover Offer (a "Switch"), if the Eland Board: (A) does not include the Eland Board Recommendation in the Scheme Document; (B) withdraws, adversely qualifies or adversely modifies the Eland Board Recommendation prior to the Court Hearing or General Meeting; or (C) prior to the publication of the Scheme Document, withdraws, adversely qualifies or adversely modifies its intention to give the Eland Board Recommendation in any such statement or announces that it intends not to post the Scheme Document or convene the Court Meeting or the General Meeting; (vii) following a Switch which has been made with Eland's prior written consent, if the Eland Board: (A) does not include the Eland Board Recommendation in the Offer Document, (B) withdraws, adversely qualifies or adversely modifies the Eland Board Recommendation prior to the date on which the Offer is declared unconditional as to acceptances, or (C) prior to the publication of the Offer Document, withdraws, adversely qualifies or adversely modifies its intention to give the Eland Board Recommendation in any such document; (viii) upon notice prior to the Long Stop Date by Seplat to Eland that any Condition is incapable of satisfaction and will not be waived in circumstances where the invocation of the relevant Condition has been permitted by the Panel; (ix) upon notice prior to the Long Stop Date by either party if a competing proposal is recommended by the Eland Board; (x) if a competing proposal completes, becomes effective or is declared or becomes unconditional in all respects; (xi) on written notice by Eland to Seplat where Seplat effects a Switch without Eland's prior consent; or (xii) if, with the permission of the Panel, the Scheme lapses or is withdrawn prior to the Long Stop Date (other than in connection with a Switch or a different offer on equal or improved terms).

14. Structure of the Acquisition

It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between Eland and the Eland Shareholders under Part 26 of the Companies Act. The Scheme is an arrangement between Eland and the Scheme Shareholders. Seplat reserves the right to elect to implement the Acquisition by way of a Takeover Offer (subject to Panel consent), as described in further detail in paragraph 20 below.

The purpose of the Scheme is to provide for Seplat to become the holder of the entire issued and to be issued share capital of Eland on the Effective Date.

Under the Scheme, the Eland Shares will be transferred to Seplat in consideration for which the Eland Shareholders will receive cash consideration on the basis set out in paragraph 2 of this Announcement.

To become Effective, the Scheme will require the approval of Eland Shareholders by the passing of a special resolution at the Court Meeting. This special resolution must be approved by a majority in number of the Eland Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. of the Eland Shares held by such Eland Shareholders. To become Effective, the Scheme will also require a special resolution to be passed at the General Meeting, to deal with certain matters ancillary to the Scheme, which will require the approval of Eland Shareholders representing at least 75 per cent. of the votes cast at the General Meeting (either in person or by proxy). The General Meeting will be held immediately after the Court Meeting.

The Scheme will also be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

Following the Meetings, the Scheme must be sanctioned by the Court (without modification, or with modification on terms agreed by Seplat and Eland). The Scheme will only become Effective once a copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Eland Shareholders, irrespective of whether or not they attended or voted at the Meetings (and if they attended or voted, whether or not they voted in favour or against the Scheme at the Court Meeting or the Resolution at the General Meeting). Subject to, among other things, the satisfaction or the waiver of the Conditions, the Scheme is expected to become Effective in late 2019.

If the Scheme does not become Effective by the Long Stop Date (or such later date as Seplat and Eland may, with the consent of the Panel, agree), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents).

Further details of the Scheme, including an indicative timetable for its implementation and the necessary steps to be taken by the Eland Shareholders, will be set out in the Scheme Document, which is expected to be dispatched (together with the notice of the Court Meeting and the General Meeting and the Forms of Proxy) to Eland Shareholders and, for information only, to persons with information rights and to holders of options and awards granted under the Eland Share Plans, as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement, unless Seplat and Eland otherwise agree, and the Panel consents to, a later date.

15. Conditions

The Acquisition is conditional, amongst other things, upon receiving the required shareholder approvals at the Court Meeting and the General Meeting. Further information on the Conditions and further terms are set out in Appendix I to this Announcement. The full terms and conditions of the Acquisition will be set out in the Scheme Document.

16. De-listing and Re-registration

Prior to the Scheme becoming Effective, Eland will make an application to the London Stock Exchange for the cancellation of the listing of Eland Shares on AIM, in each case to take effect from or shortly after the Effective Date. The last day of dealings in Eland Shares on AIM is expected to be the Business Day immediately prior to the date of the Court Hearing and no transfers will be registered after 6:00 p.m. (London time) on that date.

On the Effective Date, Eland will become a wholly-owned subsidiary of Seplat and the share certificates in respect of Eland Shares will cease to be valid and of value and should be destroyed. In addition, entitlements to Eland Shares held within the CREST system will be cancelled.

It is also proposed that, following the Effective Date and after its shares are delisted, Eland will be re-registered as a private limited company.

17. Disclosure of Interests in Eland Shares

Save in respect of the irrevocable undertakings referred to in paragraph 6 above, as at the close of business on 14 October 2019 (being the last practicable date prior to the date of this Announcement) neither Seplat, nor any of its directors, nor, so far as Seplat is aware, any person acting in concert (within the meaning of the Code or the NSE Rules) with it:

18. Dividends

Eland Shareholders on the register at the close of business on 18 October 2019 will be entitled to receive and retain the 1 pence per share dividend declared on 11 September 2019 and payable on 31 October 2019. If any additional dividend is paid or becomes payable in respect of Eland Shares on or after the date of this Announcement and prior to closing of the Acquisition, Seplat has the right to reduce the amount of consideration payable in respect of such Eland Shares by the amount of all or part of such dividend or other distribution.

19. Overseas Shareholders

The availability of the Acquisition and the distribution of this Announcement to persons who are not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements. Eland Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Eland Shareholders are advised to read carefully the Scheme Document and the Forms of Proxy once these have been dispatched.

20. General

Seplat reserves the right, subject to the prior consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Eland not already held by Seplat, as an alternative to the Scheme. In such an event, such Takeover Offer will be implemented on substantially the same terms (subject to appropriate amendments as described in Part 2 of Appendix I to this Announcement), so far as applicable, as those which would apply to the Scheme, or if Seplat so decides, on such other terms being no less favourable, so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part 2 of Appendix I to this Announcement.

If the Acquisition is effected by way of a Takeover Offer and such offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Seplat intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Eland Shares in respect of which the Acquisition has not been accepted.

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting, Eland Shareholders should rely on the information contained in, and follow the procedures described in, the Scheme Document.

Investors should be aware that Seplat may purchase Eland Shares otherwise than under any takeover offer or scheme of arrangement relating to the Acquisition, such as in open market or privately negotiated purchases.

In recognition of his contribution to the creation of shareholder value since his appointment as Chairman of Eland, particularly in connection with the Acquisition by Seplat, the Eland Board has entered into an agreement with Russell Harvey under which Mr Harvey will receive a cash bonus of £800,000 in the event that an acquisition of Eland completes by 31 March 2020. This agreement with Mr Harvey has been approved in writing by each of Helios, LOAME and Richard I Griffiths.

Citi and Evercore have given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their respective names in the form and context in which they appear.

21. Documents available on website

Copies of the following documents will be made available on Seplat's website at www.seplatpetroleum.com, and Eland's website at www.elandoilandgas.com by no later than 12:00 noon (London time) on the Business Day following the date of this Announcement and will remain available until the end of the Offer Period:

·; the irrevocable undertakings referred to in paragraph 6 above;

·; the Confidentiality Agreement;

·; the Cooperation Agreement;

·; documents relating to the financing of the Scheme referred to in paragraph 11 above; and

·; a copy of this Announcement.

Further Information

White & Case LLP and Olaniwun Ajayi LP are providing legal advice to Seplat. Mayer Brown International LLP, Stronachs LLP and Streamsowers & Köhn are providing legal advice to Eland.

Enquiries:

Important Notices

Citi, which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as sole financial adviser for Seplat and for no one else in connection with the Acquisition and other matters described in this Announcement, and will not be responsible to anyone other than Seplat for providing the protections afforded to clients of Citi nor for providing advice in connection with Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Citi nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

Investec Bank plc which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as joint corporate broker to Seplat and for no one else in connection with the Acquisition and will not be responsible to anyone other than Seplat for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, Investec does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Investec (and its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, delict, contract or otherwise which it might have in respect of the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

Evercore, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Eland and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Eland for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this Announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Eland or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, in delict, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Eland and no one else in connection with the Acquisition, the other matters referred to in this Announcement and the Scheme Document, and will not be responsible to anyone other than Eland for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Stifel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Eland and no one else in connection with the Acquisition, the other matters referred to in this Announcement and the Scheme Document, and will not be responsible to anyone other than Eland for providing the protections afforded to clients of Stifel or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Further Information

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document or any document by which the Acquisition is made which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

This Announcement has been prepared for the purpose of complying with English law, Scots law, Nigerian law, the Code and the NSE Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Nigeria.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Seplat or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Eland Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Eland Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of a Scottish company by means of a scheme of arrangement provided for under the laws of Scotland. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Seplat were to elect to implement the Acquisition by means of a takeover offer, such takeover offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Seplat and no one else.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Eland Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Eland Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Seplat and Eland are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Seplat, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Eland outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Citi will continue to act as an exempt principal trader in Eland Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Additional Information for Nigerian Investors

This Announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in Seplat's securities in Nigeria.

Forward Looking Statements

This Announcement contains statements about Seplat and Eland that are or may be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Seplat's or Eland's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Seplat's or Eland's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Each of Seplat and Eland disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Eland for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Eland.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website and Availability of Hard Copies

This Announcement and the documents required to be published pursuant to Rule 26.1 of the Code and pursuant to Rule 26 of the AIM Rules for Companies will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Eland's website at www.elandoilandgas.com by no later than 12:00 noon (London time) on the Business Day following this Announcement. This Announcement shall also be published pursuant to Rule 17.20 of the NSE Rules on Seplat's website at www.seplatpetroleum.com by no later than 12:00 noon (London time) on the Business Day following this Announcement.

Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

You may request a hard copy of this Announcement by contacting Citi on +44 (0)207 986 4000. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Eland confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 215,591,741 ordinary shares of 10 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B8HHWX64.

Important Information

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial advisor duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial advisor.

APPENDIX I

Part 1: Conditions to the Scheme and the Acquisition

Scheme approval

In addition, Seplat and Eland have agreed that, subject as stated in Part 2 of this Appendix I and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions have been satisfied (where capable of satisfaction) and continue to be satisfied pending the commencement of the Court Hearing or, where relevant, waived prior to the Scheme being sanctioned by the Court:

Regulatory approvals and clearances

and all applicable waiting and other time periods (including any extensions thereof) during which any Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any relevant jurisdiction in respect of the Acquisition or the acquisition of any Eland Shares having expired, lapsed or been terminated;

Other regulatory approvals

6. each Third Party (other than the Third Parties referred to in paragraphs 0 and 0 of Part 1 of this Appendix I above), which regulates any member of the Wider Eland Group and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the Wider Eland Group is required under applicable law or regulation, or any Third Party, whose prior approval, consent or non-objection of the Acquisition is otherwise required under applicable law or regulation, or whose permissions are required under applicable law or regulation in order to complete the Acquisition, having given its required approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such permissions as required and in each case where the absence of the same would materially adversely affect the Wider Eland Group, taken as a whole and all such approvals, consents, non-objections or permissions are in full force and effect and there being no notice of any intention to revoke, suspend, restrict, modify or not to renew any of the same;

Certain matters arising as a result of any arrangement, agreement etc.

7. except as Disclosed, (and other than in relation to actions taken by the Third Parties referred to in paragraphs 3 and 4 of Part 1 of this Appendix I above) there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Eland Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Seplat Group of any shares or other securities in Eland or because of a change in the control or management of any member of the Wider Eland Group or otherwise, would or might reasonably be expected to result in (in each case to an extent which is material in the context of the Wider Eland Group taken as a whole or in the context of the Acquisition):

and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would, as a consequence of the Scheme or the Acquisition, result in any of the events or circumstances which are referred to in paragraphs (a) to (h) of this Condition 7, in any such case, to an extent which is material in the context of the Wider Eland Group taken as a whole;

Certain events occurring since 31 December 2018

8. except as Disclosed, no member of the Wider Eland Group having, since 31 December 2018:

No adverse change, litigation or regulatory enquiry

9. except as Disclosed and/or other than as a result of the Acquisition, since 31 December 2018 there having been:

No discovery of certain matters

10. save as Disclosed, Seplat not having discovered that:

Anti-corruption, sanctions and criminal property

11. Except as Disclosed, Seplat not having discovered that:

Part 2: Certain further terms of the Acquisition

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

i. The value placed by the Acquisition on the existing issued ordinary share capital of Eland is based on 215,591,741 Eland Shares in issue on 14 October 2019, being the last practicable date prior to publication of this Announcement.

ii. The value of the Acquisition on a fully diluted basis has been calculated on the basis of a fully diluted issued ordinary share capital of 230,243,525 Eland Shares, which is calculated by reference to 215,591,741 Eland Shares in issue on 14 October 2019 and a further 14,651,784 Eland Shares which may be issued on or after the date of this Announcement on the exercise of options or vesting of awards under the Eland Share Plans (taking into account the exercise by Eland's remuneration committee of applicable discretions).

iii. Unless otherwise stated, all references to numbers of Eland Shares and the percentage that such Eland Shares represent of the issued share capital of Eland are references to such numbers and percentages as at 14 October 2019 (being the latest practicable date prior to publication of this Announcement).

iv. Unless otherwise stated, all prices and closing prices for Eland Shares are closing middle market quotations derived from the London Stock Exchange.

v. Volume weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place.

vi. Unless otherwise stated, the reserves and the financial information relating to Eland are extracted from the audited final results of the Eland Group for the financial year to 31 December 2018 and the unaudited interim results of the Eland Group for the six months to 30 June 2019, prepared in accordance with IFRS.

vii. Unless otherwise stated, the reserves and the financial information relating to Seplat are extracted from the audited final results of the Seplat Group for the financial year to 31 December 2018 and the unaudited interim results of the Seplat Group for the six months to 30 June 2019, prepared in accordance with IFRS.

viii. Certain figures included in this Announcement have been subject to rounding adjustments.

ix. Certain figures included in this Announcement in relation to Eland's reserves and resources are drawn from Netherland Sewell & Associates' Competent Persons Report dated 31 December 2018.

x. The increase in Seplat's 2P Liquids Reserves, 2P Oil Reserves and 2C Oil Resources by 41MMbbls and 65MMbbls respectively is based on including Eland's 2P Reserves and 2C Resources on a net basis (i.e. implied ownership of a 45 per cent. net interest in OML 40, on the basis that Elcrest is consolidated by Eland).

APPENDIX III

Details of Irrevocable Undertakings

Seplat and Eland have received irrevocable undertakings to accept the Acquisition in respect of a total of 129,727,705 Eland Shares (representing, in aggregate, approximately 60.17 per cent. of Eland Shares in issue on 14 October 2019 (being the last Business Day before the date of this Announcement)).

Eland Directors' irrevocable undertakings

Seplat has received irrevocable undertakings from the Eland Directors who are interested in Eland Shares in respect of which they are able to control the exercise of voting rights in respect of Eland Shares representing approximately 0.28 per cent. of the existing issued share capital of Eland:

(a) to cast (or procure the casting of) all voting rights attaching to such Eland Shares in favour of the Scheme at the Court Meeting and in favour of the Resolution at the General Meeting; and

(b) if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptance of such Takeover Offer in respect of all such Eland Shares, provided such Takeover Offer is made on terms at least as favourable as the terms of the Scheme.

Further, Seplat has received an irrevocable undertaking from Gregory Stoupnitzky to use reasonable efforts to obtain control of the voting rights of the 25,000 Eland Shares in which he is interested, and, provided such control is obtained, has undertaken to vote as described in (a) and (b) above.

The irrevocable undertakings from the Eland Directors will only cease to be binding if: (i) Seplat announces with the consent of the Panel, that it does not intend to make an offer or proceed with the Acquisition; (ii) the Scheme Document is not sent to the Eland Shareholders by 5:30 p.m. (London time) on the date which is 28 days after the date of this Announcement, or such later time or date as Seplat and Eland (with the consent of the Panel, if required) agree; (iii) the Scheme lapses or is withdrawn; (iv) the Scheme has not become Effective by 5:30 p.m. (London time) on or before the Long Stop Date or such later time or date as Seplat and Eland (with the approval of the Court and/or the consent of the Panel, if required) agree; or (v) if any other: (A) takeover offer within the meaning of section 974 of the Companies Act made for the entire ordinary share capital of Eland becomes or is declared wholly unconditional; or (B) scheme of arrangement under section 895 of the Companies Act in respect of Eland becomes effective in accordance with its terms.

Eland other shareholder irrevocable undertakings

Seplat has received irrevocable undertakings from Helios, LOAME and Richard I Griffiths in respect of 129,118,048 Eland Shares, in respect of which they are able to exercise discretionary and voting control, representing approximately 59.89 per cent. of the existing issued ordinary share capital of Eland:

(a) to cast (or procure the casting of) all voting rights attaching to such Eland Shares in favour of the Scheme at the Court Meeting and in favour of the Resolution at the General Meeting; and

(b) if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptance of such Takeover Offer in respect of all such Eland Shares, provided such Takeover Offer is made on terms at least as favourable as the terms of the Scheme.

Helios

The irrevocable undertaking from Helios will only cease to be binding if: (i) Seplat announces with the consent of the Panel, that it does not intend to make an offer or proceed with the Acquisition; (ii) the Scheme Document is not sent to the Eland Shareholders by 5:30 p.m. (London time) on the date which is 28 days after the date of this Announcement, or such later time or date as Seplat and Eland (with the consent of the Panel, if required) agree; (iii) the Scheme lapses or is withdrawn; (iv) the Scheme has not become Effective by 5:30 p.m. (London time) on or before the Long Stop Date or such later time or date as Seplat and Eland (with the approval of the Court and/or the consent of the Panel, if required) agree; or (v) if any other: (A) takeover offer within the meaning of section 974 of the Companies Act made for the entire ordinary share capital of Eland becomes or is declared wholly unconditional; or (B) scheme of arrangement under section 895 of the Companies Act in respect of Eland becomes effective in accordance with its terms.

LOAME

The irrevocable undertaking from LOAME will only cease to be binding if: (i) Seplat announces with the consent of the Panel, that it does not intend to make an offer or proceed with the Acquisition; (ii) the Scheme Document is not sent to the Eland Shareholders by 5:30 p.m. (London time) on the date which is 28 days after the date of this Announcement, or such later time or date as Seplat and Eland (with the consent of the Panel, if required) agree; (iii) the Scheme lapses or is withdrawn; (iv) the Scheme has not become Effective by 5:30 p.m. (London time) on or before the Long Stop Date or such later time or date as Seplat and Eland (with the approval of the Court and/or the consent of the Panel, if required) agree; (v) if any other: (A) takeover offer within the meaning of section 974 of the Companies Act made for the entire ordinary share capital of Eland becomes or is declared wholly unconditional; or (B) scheme of arrangement under section 895 of the Companies Act in respect of Eland becomes effective in accordance with its terms; or (vi) at 5:30 p.m. (London time) on 30 March 2020.

Richard I Griffiths

The irrevocable undertaking from Richard I Griffiths will only cease to be binding if: (i) Seplat announces with the consent of the Panel, that it does not intend to make an offer or proceed with the Acquisition; (ii) the Scheme Document is not sent to the Eland Shareholders by 5:30 p.m. (London time) on the date which is 28 days after the date of this Announcement, or such later time or date as Seplat and Eland (with the consent of the Panel, if required) agree; (iii) the Scheme lapses or is withdrawn; (iv) the Scheme has not become Effective by 5:30 p.m. (London time) on or before the Long Stop Date or such later time or date as Seplat and Eland (with the approval of the Court and/or the consent of the Panel, if required) agree; or (v) if any other: (A) takeover offer within the meaning of section 974 of the Companies Act made for the entire ordinary share capital of Eland becomes or is declared wholly unconditional; or (B) scheme of arrangement under section 895 of the Companies Act in respect of Eland becomes effective in accordance with its terms.

APPENDIX IV

DEFINITIONS