ZOL.L Regulatory News (ZOL)

14 Mar 2007 09:28

Crosby Capital Partners Inc14 March 2007 Crosby Capital Partners Inc. SPECIAL DIVIDEND TO BE DECLARED BY INDAGO ON SALE OF ASSETS 14 March 2007 London, 14 March 2007 - Crosby Capital Partners Inc. ("Crosby") notes theregulatory announcement made by Indago Petroleum Limited (Stock Code: IPL LN)earlier today advising that it had agreed, subject to shareholder approval, todispose of 100% of its production and development assets and of approximately50% of its exploration assets to RAK Petroleum for total cash consideration of£194,235,267 (before transaction costs), which is the equivalent of 72.5p pershare on a fully diluted basis and which represents a 55.9% premium to its shareprice of 46.5p per share at the close of business on 6 March 2007 (being thelast business day prior to Indago's announcement that it had received a proposalwhich may lead to the sale of a material proportion of its assets for cash).Following the completion of the sale, Indago also announced that it will returncapital of £160 million, which is the equivalent of 60p per share, to itsshareholders by way of a special dividend to be paid in April 2007. Crosby, through its 56.6% subsidiary Silk Route Petroleum Limited ("SilkRoute"), owns 35,000,000 shares, representing 13.12% of the issued share capitalof Indago. Silk Route will use the cash received from the dividend to settle itsshare of the original financing for the purchase of the underlying assets ofIndago and then, from the balance of the proceeds, declare its own cash dividendof which Crosby's share will be approximately US$16.8 million. Once Silk Routehas settled its share of the acquisition financing the existing pledge over itsIndago shares will be released. The full text of Indago's announcement on Regulatory News Serve of the LondonStock Exchange can be found below. The original is available at the followinglink: http://www.londonstockexchange.com/LSECWS/IFSPages/MarketNewsPopup.aspx?id=1435227&source=RNS Commenting, Simon Fry, Crosby's CEO, said "Today's events are an important stepin the monetisation of the Middle Eastern assets from the Novus transaction in2004. Indago is a good example of a typical Crosby deal. Since we acquired theseassets as effectively free carried interest, we have been continuously focusedon monetising their value, and it is encouraging that we have now earned asignificant cash return, whilst retaining further upside in the explorationassets though the equity stake." About Indago Petroleum Limited Indago Petroleum Limited is an oil and gas exploration and production companywhich listed on the AIM market of the London Stock Exchange in December 2005.Indago is geographically focused in the Middle East and is the operator of fivelicences in the Sultanate of Oman and two licences in the United Arab Emirates.The production and development assets include Bukha, a producing gas-condensatefield and West Bukha, an approved gas-condensate development - both fields arelocated offshore Oman. Indago's technical and commercial expertise is focused on a tightly definedgeographical area of politically stable countries with proven hydrocarbonreserves and an active gas market. Indago's competitive advantage lies in itsstrong acreage position near existing infrastructure and a small professionalteam with long-term experience in the region. www.indagopetroleum.com. About Crosby Capital Partners Crosby Capital Partners Inc. is a leading independent deal-focused Asia-orientedmerchant banking and asset management group. Crosby is quoted on the AIM marketof the London Stock Exchange. Further details can be found on the Company'swebsite www.crosby.com. For further information on Crosby please contact: Steve Fletcher, Chief Operating Officer on +44 20 7590 2800 Indago Petroleum Limited ("Indago" or the "Company") Proposed Disposal of 100 per cent. of the Group's Production and Development Assets and of approximately 50 per cent. of the Group's Exploration Assets to RAK Petroleum Public Company Limited ("RAK Petroleum") for a price of £194,235,267 Return of Capital of 60 pence per Ordinary Share 1 for 5 Share Consolidation of Ordinary Shares Indago, the oil and gas exploration and production company, announces today: • The Proposed Disposal of 100 per cent. of its Production & Development Assets (principally consisting of Blocks 8 and 30, located off-shore and on-shore the Sultanate of Oman respectively); and, • the Proposed Disposal of approximately 50 per cent. of its Exploration Assets (consisting of Blocks 31, 43a and 47, located on-shore the Sultanate of Oman) to RAK Petroleum for a total consideration of £194,235,267 to be satisfied in cash on Completion • Indago (through several wholly owned subsidiaries) and RAK Petroleum have entered into Joint Operating Agreements in relation to their ongoing participation in the Exploration Assets • The Disposal Proceeds (before transaction costs) are equivalent to 72.5 pence per Existing Ordinary Share on a fully diluted basis, representing a 55.9 per cent. premium to the Company's share price of 46.5 pence per share at the close of business on 6 March 2007 (being the last business day prior to the Company's announcement that it had received a proposal which may lead to the sale of a material proportion of its assets for cash) • The intended Return of Capital of £160 million, or 60 pence per Ordinary Share, to the Company's Shareholders by way of a Special Dividend. The Special Dividend is expected to be paid on 18 April 2007 to Shareholders on the register on 13 April 2007. The Return of Capital is to be facilitated by a Court approved cancellation of the Company's share premium account. • Indago will consolidate its existing share capital on the basis of 1 (one) New Ordinary Shares for every 5 (five) existing Ordinary Shares. • In addition, Indago and RAK Petroleum have entered into an area of mutual interest agreement covering the UAE and Oman • Peter Sadler (Chief Executive Officer) and John Hurst (Exploration Director) intend to step down from the board of Indago and intend to transfer to the Purchaser. Martin Groak (Chief Financial Officer) will act as interim Chief Executive Officer of Indago post Completion Following Completion of the Proposed Disposal Indago will: • be a pure oil and gas exploration company • retain its geographical focus by continuing to explore opportunities in the Sultanate of Oman and the UAE, being politically stable countries with proven hydrocarbon reserves and an active gas market; and • continue, jointly with RAK Petroleum, to pursue its programme of actively converting its current portfolio of leads into drillable prospects, as well as identify and seek other suitable resource projects with which to grow the business Market News Under Rule 15 of the AIM Rules, the Proposed Disposal is deemed to constitute afundamental change of business of the Company and consequently requires theprior approval of Shareholders. The Company also intends to cancel its sharepremium account to allow the return of capital and this also requiresshareholder consent. A Circular providing details of the Proposed Disposal, theReturn of Capital and the Share Consolidation will be sent to Shareholders,convening an Extraordinary General Meeting of the Company, which will be held on3 April 2007 at 11.00 a.m at the Sheraton Hotel, Charles de Gaulle Airport,Paris. At the meeting, resolutions will be proposed to approve the ProposedDisposal, the cancellation of the Company's share premium account in the contextof the Return of Capital and the Share Consolidation. Tim Eggar, Chairman of Indago Petroleum Limited, said: "We are delighted with the substantial cash value that we are receiving anddelivering to shareholders immediately. We are also giving them the opportunityto retain exposure to the large potential upside of Indago's attractiveExploration Assets. Shareholders will continue to be invested in the sameexploration programme as before the disposal, with the same operating team, andhave the added advantage of a well connected and well funded partner." Abdul Aziz AI Ghurair, Chairman of RAK Petroleum, commented: "We are delighted to have reached agreement on such a compelling and logicalacquisition for our shareholders and other stakeholders. These Indago assets inUAE and Oman offer a mix of current reserves and exploration upside and arehugely complimentary to RAK Petroleum 's regional ambitions, relationships andfinancial capacity. We are also delighted to welcome Peter Sadler and John Hurstinto the RAK Petroleum team." An investor presentation will be held today at 10.00a.m. at the offices ofCollege Hill Associates, 78 Cannon Street London EC4N 6HH. The presentation willalso be posted on the Company's website (www.indagopctroleum.com) today. 14 March 2007 This information is provided by RNS The company news service from the London Stock Exchange