Lagos and London: 10 December 2019: On 15 October 2019, the boards of Seplat and Eland announced that they had reached agreement on the terms of a recommended cash acquisition by Seplat of the entire issued and to be issued ordinary share capital of Eland (the “Acquisition”) to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”). On 28 October 2019, Eland announced that it had posted a circular to its shareholders in connection with the Scheme (the “Scheme Document”). On 20 November 2019, the Court Meeting and the General Meeting were held at which the resolutions to approve the Scheme were duly passed by the requisite majorities. The Scheme is expected to take effect on 17 December 2019.
On 10 December 2019, Seplat entered into an amended and restated US$350 million revolving credit facility (the “Revolving Credit Facility”), which is available on a “certain funds” basis thereto to fund the cash consideration payable by Seplat to Eland Shareholders (and participants of the Eland Share Schemes) pursuant to the Acquisition. As a result of entering into the Revolving Credit Facility, the US$350 million Bridge Facility Agreement, entered into with Citibank, N.A., London Branch prior to the announcement of the Acquisition, is no longer required and has been cancelled.
Citi, as financial adviser to Seplat, is satisfied that the necessary financial resources are available to Seplat to enable it to satisfy in full the cash consideration payable to Scheme Shareholders (and participants in the Eland Share Schemes) under the terms of the Scheme.
Copies of the Revolving Credit Facility will be made available on Seplat’s website at https://seplatpetroleum.com.
Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document