Last checked at 25 Nov 2021 13:43
Pharos Energy plc
("Pharos" or the "Company" or, together with its subsidiaries, the "Group")
Publication of Circular and Notice of General Meeting:
Farm-Out of the Group's interests in the El Fayum and North Beni Suef Concessions, Egypt
Pharos has today published a shareholder Circular relating to the farm-out and sale of a 55% working interest and operatorship in each of the Egyptian El Fayum and North Beni Suef Concessions (the "Assets") to IPR Lake Qarun Petroleum Co ("IPR Lake Qarun"), a wholly owned subsidiary of IPR Energy AG ("IPR") (the "Transaction"), pursuant to the conditional agreements entered into by Pharos and IPR Lake Qarun on 14 September 2021.
Following completion of the Transaction, the firm consideration payable to the Group is US$5 million on completion plus a disproportionate funding contribution from IPR Lake Qarun of US$38.425 million net to Pharos (to be adjusted for working capital and interim period adjustments from the effective economic date of 1 July 2020). In addition, the Group will be entitled to contingent consideration depending on the average Brent Price each year from 2022 to the end of 2025, capped at a maximum total payment of US$20 million. Detailed terms are set out in the Circular.
Under the UK Listing Rules, the Transaction constitutes a Class 1 transaction and is therefore conditional on the approval of Pharos shareholders by a simple majority of votes cast. The Transaction is also conditional upon, inter alia, the waiver or deemed waiver by EGPC of its pre-emption rights in respect of the Transaction and the signature of the Deeds of Assignment by EGPC and the Minister.
The Circular contains further details of the Transaction and a notice convening a General Meeting of Pharos to be held at the offices of Shepherd and Wedderburn LLP, 5 Cheapside, Octagon Point, London EC2V 6AA at 10.00 a.m. (GMT) on 14 December 2021 ("the General Meeting") to consider and, if thought fit, approve the Transaction.
The expected timetable of principal events in relation to the General Meeting and the Transaction is as follows:
Announcement of the Transaction | 15 September 2021 |
Publication of this Circular (including the Notice of General Meeting) and the Form of Proxy and despatch to Shareholders | 25 November 2021 |
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments or completion and transmission of CREST Proxy Instructions | 10.00 a.m. (GMT) on 12 December 2021 |
General Meeting | 10.00 a.m. (GMT) on 14 December 2021 |
Expected date of Completion | Q1 2022 |
Long stop date for satisfaction or waiver of the Conditions | 14 May 2022 |
Availability of the Circular
The Circular will shortly be submitted to the FCA's National Storage Mechanism and will be available for inspection on its website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be available for viewing on the Company's website later today at https://www.pharos.energy/investors/shareholder-centre/agm-gm/.
The definitions referenced in this announcement have the same meaning as given in the Circular published today, unless otherwise stated.
Enquiries
Pharos Energy plc Tel: 020 7747 2000
Ed Story, President and Chief Executive Officer
Sue Rivett, Chief Financial Officer
Camarco Tel: 020 3757 4980
Billy Clegg | Owen Roberts | Monique Perks
Notes to editors
Pharos Energy plc is an independent oil and gas exploration and production company with a focus on sustainable growth and returns to stakeholders, which is listed on the London Stock Exchange. Pharos has production, development and/or exploration interests in Egypt, Vietnam and Israel. In Egypt, until completion of the Transaction occurs, Pharos holds a 100% working interest in the El Fayum oil Concession in the Western Desert. The Concession produces from 10 fields and is located 80 km southwest of Cairo. It is operated by Petrosilah, a 50/50 JV between Pharos and the Egyptian General Petroleum Corporation (EGPC). Similarly, until completion of the Transaction occurs, Pharos is also an operator with a 100% working interest in the North Beni Suef (NBS) Concession, which is located immediately south of the El Fayum Concession. In Vietnam, Pharos has a 30.5% working interest in Block 16-1 which contains 97% of the Te Giac Trang (TGT) field and is operated by the Hoang Long Joint Operating Company. Pharos' unitised interest in the TGT field is 29.7%. Pharos also has a 25% working interest in the Ca Ngu Vang (CVN) field located in Block 9-2, which is operated by the Hoan Vu Joint Operating Company. Blocks 16-1 and 9-2 are located in the shallow water Cuu Long Basin, offshore southern Vietnam. Pharos also holds a 70% interest in and is designated operator of Blocks 125 & 126, located in the moderate to deep water Phu Khanh Basin, north east of the Cuu Long Basin, offshore central Vietnam. In Israel, Pharos together with Cairn Energy plc and Israel's Ratio Oil Exploration, have eight licences offshore Israel. Each party has an equal working interest and Cairn is the operator.