Business
Offer to Acquire FRAM Exploration (Trinidad) Ltd.
Offer to Acquire FRAM Exploration (Trinidad) Ltd..
About this update from Predator Oil & Gas Holdings Plc
[{"type":"text","content":"\n \n \n RNS Number : 6857T\n Predator Oil & Gas Holdings PLC\n 22 July 2020\n \n \n \n \n \n \n \n FOR IMMEDIATE RELEASE\n \n \n 22 July 2020\n \n \n \n \n \n Predator Oil & Gas Holdings Plc / Index: LSE / Epic: PRD / Sector: Oil & Gas\n \n \n Predator Oil & Gas Holdings Plc\n \n \n (\"Predator\" or the \"Company\" and together with its subsidiaries \"the Group\")\n \n \n \n \n \n Offer to Acquire FRAM Exploration (Trinidad) Ltd.\n \n \n Subject to Contract\n \n \n \n \n \n Predator Oil & Gas Holdings Plc (PRD), the Jersey-based Oil and Gas Company with operations focused on developing carbon-neutral businesses in Trinidad, Morocco, and Ireland,\n announces that pursuant to the Well Participation Agreement (\"WPA\") dated 17 November 2017 as amended by Supplemental Agreement No.1 dated 31 May 2018, Supplemental Agreement No.2 dated 21 January 2019 and Supplemental Agreement No.3 dated 26 September 2019 between FRAM Exploration (Trinidad) Ltd (\"FRAM\") and Predator Oil & Gas Trinidad Ltd (\"POGT\"), POGT served written notice on 14 July 2020 of its intent to exercise its option under Recital B of the WPA to make an offer (the \"Offer\") to enter into a Share Purchase Agreement to acquire the entire outstanding issued share capital of FRAM assuming zero net debt at the time of Completion, and Subject to Contract, technical, legal and commercial due diligence.\n \n \n Conditions Precedent, Cash Consideration and Terms and Conditions were commercially sensitive at the time but can now be summarised below\n \n \n Conditions Precedent\n \n \n 1. \n The receipt of written consent prior to Completion from the Ministry of Energy and Energy Industries (\"MEEI\") and Heritage Petroleum Company Ltd. (\"Heritage\") for the proposed Change of Control of FRAM.\n \n \n 2. \n The receipt prior to Completion from FRAM of a mutually agreed Working Capital Statement.\n \n \n 3. \n Columbus Energy Resources Plc (\"Columbus\"), FRAM's parent company, to provide a written, legally binding, warranty to POGT prior to Completion that there are no outstanding claims against Columbus of whatsoever nature as a consequence of which a lien on the assets of FRAM might arise.\n \n \n Cash Consideration\n \n \n The Offer comprised a cash consideration...