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Acquisition update

25 Aug 2011 12:55

RNS Number : 0502N
Silvermere Energy PLC
25 August 2011
 



25 August 2011

 

Silvermere Energy plc

("Silvermere" or "the Company")

 

Acquisition update

 

 

On 15 August 2011, the Company announced that it had received an additional cash call of £250,000 relating to a cost overrun on the re-entry of the I-1 Well in the Mustang Licence Area (all terms in this announcement are as defined in the Company's admission document dated 2 August 2011). The cash call is material in relation to the Company's expected expenditure on the asset and its future working capital requirements.

 

Since the notification of the cash call, Silvermere has been in discussions with the Core Vendors and is pleased to announce that it has now reached agreement with them whereby they will assist the Company with the cash call which, subject to completion of the associated documentation, will allow the transaction to proceed.

 

The Company has agreed that it will pay the cash call but the cost thereof will be repaid to the Company by the Core Vendors in twelve approximately equal instalments commencing on 15 January 2012 (intended to coincide with the expected start of production revenues from the I-1 Well). In addition the Core Vendors have confirmed to the Company that they are unaware of any further cash calls other than those of which the Company is already aware.

 

Under the terms of the acquisition of the Mustang Asset, the Company agreed to issue 676,000 shares to the Core Vendors at Admission. In return for their assistance with the cash call and to facilitate the arrangement referred to below, the Company has agreed to issue 676,000 Placing Warrants to the Core Vendors, on terms identical to those issued to the placees (being one warrant for every share exercisable at 30p for a period of two years following Admission).

 

In order to fund the cash call ahead of its repayment by the Core Vendors, the Company has agreed with t1ps Investment Management (IOM) Limited ("t1ps") and the Core Vendors that, if requested by the Company, they will exercise or procure the exercise of up to 500,000 Placing Warrants in October 2011 (equally split) and, in the case of t1ps only, up to 333,333 Placing Warrants in December 2011. If such undertakings were called upon by the Company, the aggregate proceeds thereof would equal £250,000.

 

These arrangements mean that the effective initial consideration payable by Silvermere remains unchanged at £2.8 million. The number of Placing Warrants to be issued will be 6,755,120 (rather than 6,079,120); the number of Ordinary Shares in issue at Admission is unchanged.

 

T1ps is a substantial shareholder in the Company and as such is a related party under the AIM Rules. In accordance with Rule 13 of the AIM Rules, the Directors, having consulted with the Company's nominated adviser, consider that the undertaking to be given by t1ps as described above, is fair and reasonable insofar as the Company's shareholders are concerned.

 

The Company expects to complete the associated documentation before the adjourned general meeting scheduled for 30 August 2011 and, assuming that shareholders approve the transaction, immediately thereafter to exercise its option to acquire the Mustang Asset. Dealings in the Company's shares and the Pre-CVA Warrants are expected to commence on 31 August 2011.

 

The adjourned general meeting of the Company will be reconvened at 10.30 a.m. on 30 August 2011 at the offices of Memery Crystal LLP, 44 Southampton Buildings, London WC2A 1AP.

 

 

If shareholders do not approve the transaction and as a result the Company is unable to complete the proposed reverse takeover, pursuant to Rule 15, admission of the Company's securities on AIM is due to be cancelled.

 

 

For further information please contact:

 

Silvermere Energy plc

Frank Moxon, Proposed Chairman

Andy Morrison, Proposed Chief Executive

Bruce Evers, Current Executive Chairman

 

 

 

 

+44 (0)1379 640 800

+44 (0)7980 878561

+44 (0)7779 138 471

Merchant Securities Limited (Nominated Adviser and Broker)

Lindsay Mair/Virginia Bull

 

Rivington Street Corporate Finance Limited

Jon Levinson/Dru Edmonstone

 

Old Park Lane Capital

Luca Tenuta

 

 

+ 44(0)20 7628 2200 

 

 

+44 (0)20 7562 3357

 

+44 (0)20 7493 8188

Bishopgate Communications

Nick Rome/Shabnam Bashir

 

+44(0)20 7562 3350

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCFELFLFVFEBBZ
Date   Source Headline
9th Mar 201211:12 amRNSHolding in Company
1st Mar 201211:19 amRNSTotal Voting Rights - Correction
29th Feb 20126:06 pmRNSTotal Voting Rights
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2nd Feb 201210:42 amRNSNew Lock-in Agreements
1st Feb 20122:33 pmRNSNotice of General Meeting
31st Jan 20124:00 pmRNSTotal Voting Rights
23rd Dec 20117:00 amRNSVariation of terms of Warrant Undertaking
20th Dec 20117:00 amRNSOperations Update
15th Dec 20113:52 pmRNSNotification of Major Interest in Shares
14th Dec 20119:02 amRNSWarrant Exercise and Directors' Dealings
6th Dec 20117:00 amRNSOperations Update
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10th Nov 20117:00 amRNSOperations Update
4th Nov 20117:00 amRNSIssue of Equity
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18th Oct 20117:00 amRNSIssue of Equity
3rd Oct 201111:27 amRNSHolding(s) in Company
29th Sep 20117:00 amRNSDirector Dealing and Warrant Exercise
27th Sep 201112:25 pmRNSInterim Results
20th Sep 201110:27 amRNSMajor Interest in Shares
6th Sep 20117:00 amRNSOperations Update
31st Aug 20118:00 amRNSAIM Admission and Directorate Changes
30th Aug 201111:59 amRNSResult of GM
25th Aug 20112:18 pmRNSSchedule 1 update - Silvermere Energy plc
25th Aug 201112:55 pmRNSAcquisition update
18th Aug 20112:19 pmRNSAdjourned General Meeting
18th Aug 201110:02 amRNSSchedule 1 update - Silvermere Energy plc
15th Aug 20117:00 amRNSAcquisition Update
5th Aug 20117:00 amRNSChange of Website Address
4th Aug 20115:05 pmRNSSch 1 - Silvermere Energy plc
2nd Aug 20111:45 pmRNSProposed Placing and Acquisition of Mustang Asset
14th Jul 20114:18 pmRNSResult of AGM and Change of Name
13th Jul 20117:00 amRNSCorrection - Issue of Loan Notes
4th Jul 20117:00 amRNSFundraise and Further Loan to Core
20th Jun 20113:23 pmRNSFinal Results
15th Jun 201112:30 pmRNSChange of Registered Office
15th Jun 201111:30 amRNSLoan to Core Oil & Gas and Company appointments
26th May 20119:58 amRNSSubscription to raise £1m and discussions update
16th May 20111:30 pmRNSUpdate on Discussions with Core Oil & Gas Inc.
17th Mar 201110:53 amRNSUpdate on Discussions with Core Oil & Gas Inc.
28th Feb 201110:30 amRNSTotal Voting Rights
22nd Feb 20112:20 pmRNSAppointment of Joint Broker
16th Feb 20117:00 amRNSInterim Results
14th Feb 201110:57 amRNSChange of Registered Office

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