Option for acquisition signed
Roxi Petroleum Plc
04 October 2007
Roxi Petroleum Plc
('Roxi' or the 'Company')
Option Agreement for Acquisition Signed
Highlights
Option to acquire 50% of ADA Group
- ADA Group is the 100% owner of two oil and gas assets near Aktobe, Kazakhstan
- Considerable development and exploration upside
• West Zhanazhol contract area: Two undeveloped fields: the Zhanatan
field and the Bashinkol field that is currently under production test
and has five additional leads
• Egizkara contract area: one discovery and five structural leads
Roxi Petroleum plc, a Central Asian focused oil & gas company with assets in
Kazakhstan, announces it has purchased an option to acquire 50% interests in ADA
Oil LLP and ADA LLP (together the 'ADA Group') that have 100% of the rights to
two oil and gas assets located in the Aktobe Oblast of Kazakhstan.
The consideration for the option is US$2 million and the option is exercisable
on or before 31 March 2008. On exercise of the option, the total consideration
to acquire the 50% interests in the ADA Group is US$425 million.
Roxi has the option to pay the consideration in cash or by the issue of new Roxi
Petroleum shares, or a mix of US$75 million in cash and US$350 million payable
by the issue of new Roxi Petroleum shares. Any Roxi Petroleum shares issued as
consideration for this acquisition will be issued at a price of 80p per share.
The option is subject to a number of conditions, including the completion of the
previously announced acquisition of the 59% interest in Eragon Petroleum plc and
the share price of Roxi being at least at an average of 80 pence per share for
the 20 dealing days prior to the exercise of the option.
Following completion of the acquisitions of Eragon Petroleum plc and the ADA
Group the maximum number of shares that could be issued for the acquisition of
the ADA Group interests would represent approximately 46 per cent of the
enlarged share capital of Roxi..
ADA Oil LLP operates the West Zhanazhol exploration contract in the Aktobe
Oblast of Western Kazakhstan that contains two undeveloped fields. These are the
Zhanatan field, which contains reservoirs in the Carboniferous KT-II carbonates
and Visean sandstones, and the Bashinkol field which has oil currently under
test production from shallow Triassic sandstones. Five further exploration
structures and leads have also been identified by ADA Oil.
ADA LLP operates the Egizkara exploration contract area located 150kms north
west of West Zhanazhol. The block contains the shallow Cretaceous Egizkara
discovery and five structural leads in the Mesozoic post salt sequence.
If Roxi exercises the option, the acquisition of the ADA Group interests would
constitute a reverse takeover of the Company under the AIM Rules for Companies
and would fall under the ambit of Rule 9 of the Takeover Code. Therefore, the
completion would be conditional upon, inter alia, both the approval of the ADA
Group acquisition by Roxi shareholders in a general meeting and upon admission
of the enlarged share capital of Roxi to trading on AIM.
Roxi's shares are currently suspended pending the publication of a re-admission
document and shareholder circular in relation to the acquisition of Eragon
Petroleum plc. Further details of the ADA Group option and the assets subject to
the option will be provided on publication of that re-admission document later
this year.
Commenting on the option agreement Rob Schoonbrood, Chief Executive Officer of
Roxi said:
'I am delighted that Roxi has secured an option over these very exciting assets.
The ADA Group assets together with the assets in Eragon Petroleum plc and the
assets already owned by Roxi will make the Company a more significant presence
in our chosen markets'.
4th October 2007
Enquiries:
Roxi Petroleum Plc
Clive Carver Tel: +44 (0) 20 3159 5315
College Hill
Paddy Blewer/ Nick Elwes Tel: +44(0) 207 457 2020
W H Ireland Ltd
James Joyce/David Porter Tel: +44(0) 207 220 1666
This information is provided by RNS
The company news service from the London Stock Exchange