Tribecapital Partners Invests US$25 Million in PetroLatina
05/30/2008
Author:
TribeCapital Partners
Bogotá, Colombia
| Categories:
Private Equity |
Article:
19 May 2008-- PetroLatina, the oil and gas exploration and production company focused on Colombia, with interests in Guatemala, is pleased to announce that, following the statement made on 25 April 2008, final terms and conditions have now been agreed with Tribeca Oil and Gas, Inc. ('TOGI'), a portfolio investment company of Tribecapital Partners S.A. ('Tribeca'), a Colombian Private Equity Firm, to invest up to US$25 million in the Company.
TOGI has invested US$10 million in the Company by way of convertible secured loan notes (the 'Notes'). The Notes are convertible at TOGI's option into 5,890,080 new ordinary shares of US$0.50 each ('Ordinary Shares'), at a conversion price of £0.86 per Ordinary Share. In the event the Notes are not converted into Ordinary Shares, the Notes carry an interest rate of 15% per annum.
Subject to the satisfaction of a number of conditions precedent, including completion of Tribeca's legal and technical due diligence, TOGI will invest a further US$15 million by way of a subscription for 8,835,120 Ordinary Shares (the 'Subscription'). Upon completion of the Subscription, all of the Notes will automatically convert into 5,890,080 Ordinary Shares, and any related security will be released. As part consideration for the Subscription, TOGI will also receive a further 1,875,260 warrants which are automatically exercisable for no additional consideration into 1,875,260 Ordinary Shares if and to the extent that any exercise of the Company's existing outstanding warrants occurs. In the event that TOGI does not complete the Subscription, TOGI and the Company have the right to redeem all of the Notes. In the event that TOGI seeks such a redemption the Company would need to obtain alternative financing to satisfy such redemption. Further announcements regarding the Subscription will be made in due course as appropriate.
The new funds will provide the Company with additional cash resources to meet certain outstanding liabilities and fund its ongoing work programme in Colombia. The Company is embarking on a promising development and exploration programme over the next few months, and currently intends to commence drilling a minimum of four wells during the remainder of 2008.
Following completion of the Subscription, TOGI will hold Ordinary Shares representing, in aggregate, a 35 per cent. interest in the Company. The transaction represents an investment by TOGI at a price of £0.76 per share on a fully diluted basis, or £0.86 per share on an issued share capital basis.
Luc Gerard, President of Tribeca, has been invited to join the Company's board as a Non-executive Director, and his appointment is expected to be confirmed shortly. It is expected that upon completion of the Subscription, a second Tribeca nominee will also join the PetroLatina board as a further Non-executive Director.
Further announcements to this effect will be made in due course.
Greg Smith, Chairman of PetroLatina, today commented:
'The investment by Tribeca will secure the future of the Company and enable us to fund our planned programme of exploration and appraisal wells. We currently expect to drill a minimum of four wells across our three licence areas in Colombia by the end of this year. Our plan is to increase proven reserves, production and cash flow considerably through the drill programme.'
Luc Gerard, President of Tribeca, today commented:
'We're delighted to have been able to secure a substantial stake in PetroLatina. With current production and extensive exploration and development potential in Colombia, plus increasing throughput at the Company's Rio Zulia - Ayacucho pipeline,we believe that the Company has tremendous potential for increasing its value.'
Acquisition of Petroleos del Norte S.A. ('PDN') and update on the Tisquirama licence
Under the original terms of the PDN acquisition, a second cash payment of US$13 million was due to be paid to the vendors of PDN upon the extension of the Tisquirama licence. As announced on 29 November 2007, PetroLatina reached agreement with the vendors of PDN to make a cash payment of US$7 million and to issue to the vendors PetroLatina shares to the value of US$3 million at a price of £0.50 per share (equivalent to £0.10 per share prior to the Company's recent share consolidation). In November 2007, the former President of PDN was appointed as interim CEO of PetroLatina.
Following the statement made on 29 November 2007, final approval of PetroLatina's licence Amendment has now been received from the Hydrocarbon National Agency (Agencia Nacional de Hidrocarburos 'ANH').
Of the aforementioned cash payment of US$7 million, US$2.5 million will be made from the proceeds of the Notes, with the balance of US$4.5 million being paid from the proceeds of the Subscription, and 3,045,299 Ordinary Shares (the 'Consideration Shares') have today been allotted to the vendors of PDN. The Consideration Shares, in which the vendors of PDN will be interested, will represent approximately 11.6 per cent. of PetroLatina's enlarged issued share capital, will be fully paid and will rank pari passu with the Company's existing ordinary shares of U$0.50 each. Following the issue of the Consideration Shares, the Company's issued share capital will consist of 26,312,724 Ordinary Shares with voting rights. PetroLatina does not hold any Ordinary Shares in Treasury and accordingly there are no voting rights in respect of any treasury shares.
Application will be made to the London Stock Exchange for admission of the Consideration Shares to trading on AIM. It is expected that admission will take place and that dealings in the Consideration Shares will commence at 8.00 a.m. on Friday 23 May 2008.
The aforementioned figure of 26,312,724 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, direct and indirect holdings of voting rights in PetroLatina under Chapter 5 of the Financial Service Authority's Disclosure and Transparency Rules.
Non-applicability of The City Code on Takeover and Mergers ('City Code')
The City Code is issued and administered by the Panel on Takeovers and Mergers (the 'Panel') pursuant to the Companies Act 2006. The City Code applies to all takeovers and merger transactions, however effected, where the offeree company is, inter alia, a listed or unlisted public company resident in the UK, the Channel Islands or the Isle of Man and to certain categories of private limited companies.
In June 2006, PetroLatina completed the acquisition of PDN in Colombia. Following this acquisition, the majority of PetroLatina's directors were based outside of the United Kingdom and board meetings since then have been held overseas. Accordingly, whilst PetroLatina is a public limited company registered in England, its central place of management and control is currently outside the United Kingdom and therefore PetroLatina is not currently resident in the United Kingdom, the Channel Islands or the Isle of Man for the purposes of the City Code. As a result, the provisions of the City Code do not currently apply to PetroLatina and its shareholders are not entitled to the protections afforded by the City Code.
Enquiries:
PetroLatina Energy Plc
Greg Smith
Executive Chairman
Tel: +44 (0)207 808 4851
Pawan Sharma
Executive Vice President - Corporate Affairs
Tel: +44 (0)207 808 4851
Strand Partners Limited
Simon Raggett
Tel: +44 (0)20 7409 3494
Matthew Chandler
Tel: +44 (0)20 7409 3494
Financial Dynamics
Ben Brewerton
Tel: +44 (0)20 7831 3113
Susan Quigley
Additional Information on PetroLatina Energy Plc
PetroLatina Energy Plc (AIM: PELE), formerly known as Taghmen Energy Plc, was founded in 2004. The Company is presently focused on Colombia after the sale of its assets in Guatemala in which it retains a 20% interest in three wells to be drilled in the near future. In Colombia, the Company holds 40% and 20% interests in the Los Angeles and Santa Lucía fields on the Tisquirama licence, respectively, and a 100% interest in the Doña María field which together provided a daily production of approximately 450 barrels per day in the first six months of 2007. In November 2007 the Company secured the extension of the Tisquirama licence for the economic life of the fields. In April 2006 the Group acquired an interest in two exploration blocks with an 85% interest in Midas and an 80% interest in La Paloma. PetroLatina also owns the Río Zulia-Ayacucho pipeline in the prolific Catatumbo basin which transports crude oil. Present exploration/exploitation activities in this area should increase the volume of the crude oil resulting in an increased cash flow. Further information is available on the Company's website (
www.petrolatinaenergy.com).
About Tribecapital Partners S.A.
Tribeca Fund I, FCP, is a Colombian private equity fund managed by Tribecapital Partners S.A. The fund has total investment commitments of US$135 million, from multilateral investors and institutional investors in Colombia such as pension and severance pay funds. Further information is available on Tribeca's website (www.tribeca.com.co).