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Raglan Capital advise Fastnet Oil & Gas plc on £10m equity fundraising

Placing of New Shares to Raise £10 Million

Released : 27/11/2013

RNS Number : 0154U
Fastnet Oil & Gas PLC
27 November 2013
 

27 November 2013

Fastnet Oil & Gas plc

("Fastnet" or the "Company")

Successful placing of new ordinary shares to raise £10 million

Proceeds to fund Fastnet's drilling activities offshore and onshore Morocco in 2014

Notice of General Meeting

 

Fastnet (AIM: FAST, ESM: FOI) the listed E&P company focused on near term exploration acreage in Morocco and the Celtic Sea, is pleased to announce that Shore Capital Stockbrokers Limited ("Shore Capital") and GMP Securities Europe LLP ("GMP"), as joint bookrunners, have raised £10 million (before expenses) through an oversubscribed placing of 71,428,578 new ordinary shares in the capital of the Company ("Placing Shares") with new and existing investors at 14 pence per share.

 

Key highlights

 

•  The Board intends to use the proceeds of the Placing to fund Fastnet's participation in the exploration well being drilled on the Foum Assaka Licence Area ("Foum Assaka"), offshore Morocco until such time as the Company completes the formal farm-out agreement ("FOA" ), further details of which were announced on 14 November 2013. The Directors anticipate that the FOA will be executed and announced in the coming weeks and completion of the FOA is expected to occur in Q1 2014.

•   Under the FOA, Fastnet is expecting to farm-out a share of its interest in Foum Assaka in return for a contribution towards past costs incurred and also a carry through Fastnet's participation in the Foum Assaka exploration well.

 

•    The proceeds of the Placing will also be utilised, upon exercise of the exclusive option agreement ("Option") to farm into the Tendrara-Lakbir Licence Area, onshore Morocco, for the drilling of an appraisal well to earn a gross interest of 50% of the licence area.

•   Subject to the completion of the FOA and the exercise of the Option, the Company is now fully funded to exploit its portfolio to drive shareholder value through an active drilling programme both offshore and onshore Morocco in 2014.

 

The Placing is conditional, inter alia, upon the passing of certain shareholder resolutions ("Resolutions") and the admission of the Placing Shares to trading on AIM.

•    The General Meeting has been convened for 11.00 a.m. on 16 December 2013 to be held at the registered office of the Company at Number 14 The Embankment, Vale Road, Heaton Mersey, Stockport SK4 3GN for the purpose of considering the Resolutions

 

Unless otherwise defined herein, defined terms used in this announcement have the meaning given to them in the shareholder circular published today.

 

Paul Griffiths, Managing Director of Fastnet commented:

"I am very pleased to announce this successful Placing. Fastnet has established a portfolio of over 25,000 km2 under licence in two emerging industry "hot spots" in both offshore and onshore Morocco and offshore Ireland and I welcome the support from new and existing shareholders as we progress towards exploration drilling in Morocco in early 2014.

"Following the recent entry into an exclusivity agreement with a third party to finalise a FOA in the Foum Assaka Licence, Fastnet is in a strong position of having a potential farm-in partner for near term exploration drilling offshore Morocco and, subject to the FOA being completed, the new money raised will allow the Company to drill an appraisal well on the Tendrara-Lakbir Licence, onshore Morocco.

"As we look towards an exciting period for the Company in 2014, Fastnet has a strengthened balance sheet and is focussed on delivering value to shareholders through participation in high impact exploration opportunities in its key areas of Morocco and offshore Ireland."

 

Following its acquisition of Pathfinder in July 2012, Fastnet holds a 25% gross (18.75% net) working interest in the Licence Area in the Agadir Basin, offshore Morocco. Offshore Morocco is an emerging hydrocarbon basin that has attracted high calibre new entrants in the past 12 months including BP, Chevron, Cairn Energy, Galp, Genel and Total. There will be significant near term drilling activity offshore Morocco with up to 12 wells planned by the industry in the next two years.

 

The Licence Area covers approximately 6,500 km2 and is operated by Kosmos Energy Deepwater Morocco ("Kosmos"). Kosmos is an international oil and gas exploration and production company that was the technical operator for the Jubilee Field discovery, Offshore Ghana. In October 2013 Kosmos announced that it had entered into a farm-out agreement with BP plc ("BP" ), to earn a 26.325% stake in the Licence Area, subject to regulatory consent by the Moroccan authorities. The Directors believe this to be an unequivocal validation by the oil industry of the potential of offshore Morocco as a resurgent exploration province and in particular establishes the prospective materiality of the Licence Area to a deepwater explorer such as BP.

On 14 November 2013, Fastnet announced that it had selected a preferred bidder and entered into an exclusivity agreement with that party in respect of the farm-out of its interest in the Licence Area. Under a non-binding letter of intent, the parties have agreed to proceed with negotiations in good faith towards entering a formal FOA. Under the FOA, Fastnet is expected to farm-out a share of its interest in the Licence Area in return for a contribution towards past costs incurred and also a carry through drilling activities in 2014. The Directors anticipate that the FOA will be executed and announced in the coming weeks and completion of the transaction is expected to occur in Q1 2014, after the satisfaction of various regulatory approvals and the waiver of existing pre-emption rights, ahead of spudding of the first exploration well.

The Directors are pleased to report that well planning is underway for the Eagle-1 Well in the Licence Area, which the operator Kosmos estimates to contain 360 mmboe of Pmean resources. The well is scheduled for drilling in Q1 2014 and will primarily target Lower Cretaceous reservoirs together with multiple secondary reservoir objectives with a provisional total depth of 4,500 metres in water depth of approximately 600 metres.

Onshore Morocco

In line with its "early mover" strategy, on 29 May 2013, Fastnet entered into an exclusive option agreement with Oil and Gas Investment Funds ("OGIF" ) to farm into eight exploration permits comprising the Tendrara Lakbir Petroleum Agreement (the "Tendrara-Lakbir Licence"), onshore Morocco, through its wholly owned subsidiary Pathfinder. Upon completion of an earn-in well, OGIF will transfer to Pathfinder a gross interest of 50% (37.5% net) in the Tendrara-Lakbir Licence.

The Tendrara Lakbir Licence covers an area of 14,548km2 (the "Tendrara-Lakbir Licence Area" ) and is the largest licence in Morocco over the proven Triassic Tagi gas play. Five wells drilled within the Tendrara-Lakbir Licence Area have encountered gas-bearing Triassic sands of the Tagi Formation, which is the host reservoir for Morocco's producing Meskala gas field. All these gas discoveries have been charged from the prolific Silurian source rocks that are an integral part of the proven Palaeozoic-Early Mesozoic petroleum system covering large parts of Libya, Algeria and Morocco.

In November 2013, SLR Consulting completed an independent assessment of the Tendrara-Lakbir Licence Area which showed a range of Gross Contingent Recoverable Resources from approximately 311 BCF (Best Estimate) to 892 BCF (High Estimate) for the TE-5 Structure. Significant "running room" was also indentified in five additional gas prospects. An important step in validating this resource potential will be the drilling of an appraisal well by Q3 2014 in the TE-5 Structure, designed to optimise the well deliverability from the gas-bearing Triassic sands of the Tagi Formation. This will potentially de-risk a gas field development for the gas already encountered in the TE-5 Structure and confirm the potential for further exploration upside.

The Board believes that the Tendrara-Lakbir Licence provides the Company with a second high-impact but lower risk opportunity given that the same geology is proven to be hydrocarbon productive in the Meskala Field on trend.

With an area of 4,028 km2 under licence, Fastnet has now established one of the largest acreage positions of any independent in the Celtic Sea, offshore Ireland. There has, in the Board's view, been renewed exploration interest in the Celtic Sea following the successful Barryroe appraisal well in 2012 and more recently in 2013 Statoil's Bay du Nord Discovery in the geologically analogous Flemish Pass Basin, offshore Canada. The Company holds interests in five licensing options (Mizzen, Mizzen East, Block 49/13, Shanagarry, Molly Malone) and has executed an exclusive option agreement with PSE Kinsale Energy Limited, a wholly owned subsidiary of Petronas, to farm in to the "Deep Kinsale" Prospect from 4,000 feet subsea below the producing Kinsale gas field. These licensing options were selected by Fastnet as being the most attractive due to their significant prospective resources potential, based on existing 2D seismic coverage and the Directors' past experience in these specific areas.

In line with the Company's strategy to add value through early stage exploration, Fastnet completed the largest ever 3D seismic survey in the Celtic Sea in June 2013, covering a total area of 1,910km2. The 3D seismic data was acquired over the Mizzen and East Mizzen (1,400km2) and Deep Kinsale (510km2). The Directors anticipate that this will de-risk and unlock prospective resource potential and should increase the likelihood of attracting a farm-in partner to participate in a future drilling programme, given the scale and materiality of the prospective structures already identified. Preliminary results and interpretation of the data is expected to be completed early in Q1 2014.

The Celtic Sea farm-out process is ongoing and the Company remains in discussions with several targeted international oil and gas companies. The farm-out terms are anticipated to initially involve a significant contribution to past costs, including 3D seismic and potentially, following further evaluation of the 3D seismic by the farminee, a contribution to a drilling programme which is currently anticipated in 2015. The level of any contribution to drilling costs will be dependent on which prospects are sufficiently de-risked for drilling by the farminee following their independent interpretation of the 3D seismic. It is the Company's objective to focus on potential partners that have a preference to help fund early drilling as this is consistent with the Board's monetisation strategy for shareholders. The discussions are progressing well and the Board now expects these to be concluded during 2014 in such a timeframe that is consistent with its preference for a potential 2015 drilling program.

Fastnet is an early stage exploration company with no income generated by the Group to date. The Company has assembled the above portfolio of assets since its admission to AIM in June 2012 and is now ready to develop these assets through value creating exploration work and drilling programmes. On 14 November 2013, the Company entered into an exclusivity agreement in respect of the farm-out of its interest in the Licence Area, offshore Morocco. The Company anticipates entering into a farm-out agreement in relation to all or part of its Celtic Sea assets during 2014. Subject to the farmout of its interests in the Licence Area, offshore Morocco, the proceeds of the Placing are expected to finance the Company through to end-Q4 2014 on the basis of the use of proceeds set out below.

The gross proceeds of the Placing aggregated with the Company's existing cash resources (as at the end of Q3 2014) are approximately £16.6 million. The Board intends to use the proceeds to fund participation in the exploration well being drilled in the Licence Area until such time as the Company concludes the FOA. Under the FOA, Fastnet is expecting to farm-out a share of its interest in the Licence Area in return for a contribution towards past costs incurred and also a carry through drilling activities in 2014.

Subject to the successful conclusion of the FOA and the satisfaction of customary conditions in relation to such transactions such as government approvals, the waiver of any pre-emption rights of the participants under the joint operating agreement ("JOA") and the consent of the other JOA parties, the Board of Fastnet will utilise the Placing proceeds to accelerate progress in relation to its exclusive option over the Tendrara-Lakbir Licence. Following the exercise of the Option, the Board intends to commission an onshore rig to test and complete an appraisal/pre-development well on the TE-5 Structure within the Tendrara-Lakbir Licence.

Finally, the Placing proceeds will be applied to complete the processing and interpretation of the 1,910km2 3D seismic survey undertaken over the Mizzen and Kinsale licenses offshore Ireland with a view to concluding a successful farm-out in Q1 2014. 

The Company is raising, in aggregate, £10.0 million (before commissions and expenses) through the issue of the Placing Shares at the Placing Price.

The Placing is conditional, inter alia, upon the passing of the Resolutions and the admission of the Placing Shares to trading on AIM.

The Placing Shares, when issued and fully paid, will rank equally in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after Admission.

It is expected that Admission will become effective and dealings in the Placing Shares will commence on 17 December 2013.

 

Posting of shareholder circular and notice GeneralMeeting

A circular has today been posted to shareholders giving notice of a General Meeting that has been convened for 11.00 a.m. on 16 December 2013 to be held at the registered office of the Company at Number 14 The Embankment, Vale Road, Heaton Mersey, Stockport SK4 3GN for the purpose of considering the Resolutions.

As well as facilitating the issue and allotment of the Placing Shares, the Resolutions will provide the Directors with the authorities to issue and allot 19,425,120 Ordinary Shares pursuant to options, warrants and subscription rights to directors, employees, consultants and/or advisers to the Company and its subsidiaries all of which will have been granted on or before Admission and up to 25,902,680 Ordinary Shares (representing approximately 7.5 per cent. of the Enlarged Issued Ordinary Share Capital) on a non-pre-emptive basis at the Directors' discretion as the Directors believe that it is desirable to maintain a margin of unissued share capital in order to preserve flexibility for the future.

Holdings on Completion of the Placing

Set out below are the interests of the directors in the Company's enlarged issued share capital subject to completion of the Placing.

Director: Cathal Friel1

Number of Ordinary Shares: 18,888,051

Percentage of Enlarged Issued Share Capital: 5.47%

 

Director: Paul Griffiths2

Number of Ordinary Shares: 18,813,473

Percentage of Enlarged Issued Share Capital: 5.45%

 

Director: Carol Law

Number of Ordinary Shares: -

Percentage of Enlarged Issued Share Capital: -

 

Director: Michael Nolan

Number of Ordinary Shares: 3,341,243

Percentage of Enlarged Issued Share Capital: 0.97%

 

Director: Stephen Staley

Number of Ordinary Shares: 3,333,183

Percentage of Enlarged Issued Share Capital: 0.97%

 

Director: Michael Edelson

Number of Ordinary Shares: 922,384

Percentage of Enlarged Issued Share Capital: 0.27%

 

An updated copy of the Company's corporate presentation is now available on the website: http://www.fastnetoilandgas.com.

 

For further information, please contact:

 

Fastnet Oil & Gas plc

Cathal Friel, Chairman

Paul Griffiths, Managing Director

+353 (1) 644 0007

 

Shore Capital

(Nominated Adviser, Joint Bookrunner & Joint Broker)

Nomad

Bidhi Bhoma

Edward Mansfield

+44 (0)20 7408 4090

 

Corporate Broking

Jerry Keen

 

GMP Securities Europe LLP

(Joint Bookrunner)

Rob Collins

+44 (0)20 7467 2800

 

Mirabaud Securities LLP

(Joint Broker)

Peter Krens, Edward Haig-Thomas

+44 (0)20 7321 2508

 

Davy

(ESM Adviser & Joint Broker)

John Frain

Anthony Farrell

+353 (1) 679 6363

 

FTI Consulting

Edward Westropp

Natalia Erikssen

+44 (0)207 831 3113

 

James Styles


This information is provided by RNS
The company news service from the London Stock Exchange