IOG.L Regulatory News (IOG)

28 October 2019

Independent Oil and Gas plc

Farm-out Completion and Phase 1 Final Investment Decision

Independent Oil and Gas plc ("IOG" or the "Company"), the development and production company focused on becoming a substantial UK gas producer, is pleased to announce that it has now completed its farm-out transaction with CalEnergy Resources Limited ("CER") as announced on 26 July 2019 and taken Final Investment Decision ("FID") on Phase 1 of its Core Project. The Core Project comprises 410 BCF¹,² of 2P+2C reserves and resources across six discovered UK Southern North Sea ("SNS") gas fields.

Highlights

·; IOG has completed the farm out to CER of 50 per cent of its SNS upstream assets (except for the Harvey licences), the Thames Pipeline and associated Thames Reception Facilities (the "Farm-out"), on the terms previously announced on 26 July 2019

·; IOG has received £40m as initial consideration from CER (and other completion adjustments) and CER's £60m carry of IOG's Phase 1 development costs will commence immediately

·; As part of the completion process, IOG and CER, have taken Core Project Phase 1 FID, initiating the development programme to deliver First Gas in July 2021

·; The Company has also completed on the acquisition of the Thames Reception Facilities ("TRF"), as announced on 24 July 2019

·; IOG has repaid in full the £17.1m non-convertible debt held by London Oil and Gas Limited (in administration) ("LOG")

·; LOG has converted the full £10.9m of its 2016 8p convertible loan principal and accrued interest into 135,464,155 new ordinary shares of 1 penny each in the capital of the Company ("Ordinary Shares"), which are subject to orderly market restrictions for 12 months

·; Further to the 12 August 2019 RNS, the full £11.6m of LOG's 2018 19p convertible loan principal and accrued interest has been restructured into long-term, unsecured, non-interest bearing loan notes, convertible at 19p into 60,872,631 Ordinary Shares ("Loan Note Instrument")

·; Under the Area of Mutual Interest ("AMI") agreement to pursue business development opportunities around the Thames Pipeline on a 50:50 basis, IOG and CER are planning to submit a joint application for certain blocks in the UK Offshore 32nd Round

Andrew Hockey, CEO, commented:

"I am delighted to announce that the farm-out agreement with our new partner CalEnergy Resources Limited, announced three months ago, has now closed. Alongside our successful €100m bond raise, this confirms us as fully funded for our Core Project, which is projected to deliver over £0.5bn in pre-tax cash flow net to IOG. IOG and CER, as joint venture partners, have consequently taken Phase 1 FID. I am immensely proud of our team for delivering this major milestone and would like to thank our shareholders for their support.

This is the culmination of a transformative year for IOG which begins a new phase in our growth. Our focus, as ever, is on delivering shareholder value. We have established a solid platform from which to generate cash flow from our existing portfolio through effective project execution. Furthermore, we have created the opportunity to generate additional value upside by bringing incremental volumes through our infrastructure. Our Southern North Sea gas business development strategy has clear competitive advantages: we have a very strong and well-aligned partner, we have our key export pipeline in place, we are an approved licence Operator, and we are fully funded to install our hub infrastructure."

Farm-out Completion and Phase 1 FID

IOG is pleased to confirm that it has completed the farm-out of 50 per cent of its SNS Assets (excluding Harvey) to CER. IOG and CER have now taken Phase 1 FID and will shortly be submitting confirmation of full funding to the OGA in support of the Phase 1 FDP approval.

CER has paid the initial cash consideration of £40m to IOG under the terms of the farm-out. CER will also pay for up to £125m of IOG's development costs, usable against 80 per cent of IOG's 50 per cent share of Core Project costs, up to caps of £60m for Phase 1 and £65m for Phase 2 respectively. IOG will pay CER a royalty of 20.2 per cent of its net revenues from the Phase 1 fields only (i.e. 10.1 per cent of gross Phase 1 revenues, net of National Transmission System entry charges and applicable marketing fees), up to a cap of £91m over field life. In addition, IOG will receive an effective royalty interest equating to £0.50/MCF on CER's 50 per cent share of production from certain sections of the Goddard Field after 70 BCF gross has been produced from the field up to a maximum royalty of £9.75m. With its experienced SNS development team, IOG has retained Operatorship of the Core Project. 

As previously announced, CER has the option to acquire 50 per cent of the Harvey licences within three months of completion of the Harvey appraisal well 48/24b-6. IOG continues to progress analysis of the well results in order to obtain updated resource estimates and enable CER to make an informed decision within the agreed timeframe.

As previously announced, IOG and CER have also signed an AMI to allow for future co-operation in further SNS business development activities on a 50:50 basis, with a view to leveraging the competitive advantage provided by the Core Project's infrastructure. The partners are working together with the intention to submit a joint application for a number of blocks in the current UK Offshore 32nd Round.

CalEnergy Resources Limited (CER)

CER is focused on upstream oil and gas projects and has interests in the UK, Australia and Poland, and is an active operator in the latter two jurisdictions. CER or its predecessors has been active in the oil and gas industry since the 1970s as a full-cycle exploration and production (E&P) company.

IOG believes that CER is a very strong and naturally well-aligned partner for IOG both in co-developing the SNS assets and in jointly acquiring and developing further upside opportunities in the Thames Pipeline Catchment Area. CER's high calibre management team, previous experience in this area and strong technical capabilities further cement the alignment.

Berkshire Hathaway Energy Company owns CER through its UK subsidiary Northern Powergrid Holdings Company, whose primary businesses are its electricity distribution companies in the North-East of England.

LOG Debt Facilities

Further to the 12 August 2019 RNS, a number of previously announced repayment, restructuring and conversion events in connection with the LOG debt facilities have now been completed alongside the farm-out completion process.

First, all £17.1m of non-convertible debt facilities and associated accrued interest have been repaid in full to LOG at completion.

Second, LOG has converted in full the remaining £10.9m of its 2016 convertible loan at its conversion price of 8p into 135,464,155 new Ordinary Shares. As such, no amount remains outstanding under this loan. The Company has applied to the London Stock Exchange for admission of 135,464,155 new Ordinary Shares to trading on AIM ("Admission"). Admission is expected to occur on 29 October 2019. Following Admission, there will be 476,796,905 Ordinary Shares in issue with one voting right per Ordinary Share. Accordingly, this number may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules. Upon Admission, LOG's total shareholding will be 143,011,359 Ordinary Shares representing approximately 29.99% of the Company's issued share capital, which as previously announced, will be subject to orderly market restrictions for a period of 12 months.

Third, in line with the announcement of 12 August 2019, the full £11.6m of principal and accrued interest under LOG's 2018 19p convertible loan has been restructured into the Loan Note Instrument. This consists of long-term, unsecured, non-interest bearing loan notes convertible at 19p into 60,872,631 Ordinary Shares. The Loan Note Instrument has a maturity date of 23 September 2024.

This repayment, restructuring and conversion of LOG debt has removed all previous security arrangements over IOG assets, in order for the €100m bond to hold effective security over IOG's post-Farm-out portfolio. LOG's existing warrants also remain in place, with no change to the current position.

Post-Completion Share Capital

Further to the above completion events, the total Ordinary Shares in issue and fully diluted share capital position are now as follows:

*Excludes options yet to be issued as compensation for salary sacrificed over 01/03/19 - 31/08/19

**Vesting period of 3 years from date of grant plus other conditions

**\* Three different tranches of warrants held by LOG: 7,500,000 with an exercise price of 8p, 5,777,310 with an exercise price of 11.9p and 20,000,000 with an exercise price of 32.18p

As a result of the increase in the Company's issued share capital, the Company expects to receive TR-1 forms from those shareholders holding over 3% to reflect their updated percentage shareholding positions.

Enquiries:

About IOG:

IOG owns and operates a 50% stake in substantial low risk, high value gas reserves in the UK Southern North Sea. The Company's Core Project targets a gross 2P peak production rate of 146 MMCF/d (c. 25,000 Boe/d) from gross 2P gas Reserves of 302 BCF¹ + 2C gas Contingent Resources of 108 BCF², via an efficient hub strategy. In addition to the independently verified 2P reserves at Blythe, Elgood, Southwark, Nailsworth and Elland and 2C Contingent Resources at Goddard, IOG also has independently verified best estimate gross unrisked prospective gas resources of 73 BCF² at Goddard and is in the process of updating its management estimate of gas resources at Harvey. Alongside this IOG continues to pursue value accretive acquisitions to generate significant shareholder returns.

Competent Person's Statement

In accordance with the AIM Note for Mining and Oil and Gas Companies, IOG discloses that Andrew Hockey, IOG's CEO, is the qualified person that has reviewed the technical information contained in this document. Andrew Hockey has an MSc in Petroleum Geology and has been a member of the Petroleum Exploration Society of Great Britain since 1983. He has over 35 years' operating experience in the upstream oil and gas industry. Andrew Hockey consents to the inclusion of the information in the form and context in which it appears.

¹ERC Equipoise Competent Persons Report: October 2017, adjusted by Management to account for updated project timing and compression

²ERC Equipoise Competent Persons Report: October 2018

³Updated management estimates based on interpretation and mapping of 3D seismic data reprocessed to Pre-Stack Depth Migration (PSDM) in 2018, subsequent to ERC Equipoise's 2017 Competent Persons Report

Certain information communicated in this announcement was, prior to its publication, inside information for the purposes of Article 7 of Regulation 596/2014.