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ZIMI LIMITED — Capital/Financing Update 2013
Dec 4, 2013
66122_rns_2013-12-04_1e2ce14a-6cde-4842-895f-470c107ff81b.pdf
Capital/Financing Update
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WHL Energy Ltd ABN: 25 113 326 524 Level 2, 22 Delhi Street West Perth, WA 6005 P.O. Box 1042, West Perth Western Australia 6872 T: +61 8 6500 0271 F: +61 8 9321 5212 www.whlenergy.com
ASX/MEDIA RELEASE 5 DECEMBER 2013
WHL ENERGY SECURES US$2.7M PROJECT FUNDING
Highlights:
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Lump-sum trade finance of US$2.7M including costs
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Allows WHL Energy to fund the remaining seismic acquisition and early engineering work for next phase
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Trade finance provided by New York based fund, Bergen Global Opportunity Fund validates WHL Energy’s business model
Australian energy company WHL Energy Limited ( ASX: WHN ) (“ WHL Energy ” or “ the Company ”) is pleased to announce that it has entered into a trade finance agreement (the “Agreement”) with Bergen Global Opportunity Fund V, LLC (“ Fund ”), a New York institutional investor managed by Bergen Asset Management, LLC (“ Bergen ”). Under the Agreement, the Fund will provide a one-off loan of US$2.7M to the Company. WHL Energy chose to deal with Bergen due to its positive track record in the Australian market.
The funds will be used to convert into cash the Tap Oil Seismic Option (see ASX announcement 18 September, 2013) and provide for WHL Energy’s portion of the funding for the current 3D seismic acquisition. This seismic campaign will contribute towards increasing the value of the La Bella asset as it is being undertaken to not only better define the La Bella discovery, but to also test the near field prospectivity.
The US$2.7M will be advanced as a lump-sum on or about 6 December and is repayable as a 12% p.a. principal and interest loan, in cash, during the 15 months ending 31 March 2015. In the event that the Tap Seismic Option is paid to the Company any earlier than 31 March 2015, the Company will repay the loan early. In connection with the loan, the Company will pay a fee by way of an issue of 42,000,000 fully paid shares and will grant the Fund 98,000,000 options exercisable at an approx. 30% premium to the average of the volume-weighted average prices of the Company’s shares during the 20 days prior to the date of execution of the Agreement (being A$0.014; details to be disclosed in a separate 3B). The Agreement also provides the Fund with an opportunity to convert all or part the outstanding amount into shares at an approx. 30% premium to the average of the volume-weighted average prices of the Company’s shares during the 20 days prior to the date of execution of the Agreement. The Fund may also convert up to half of the outstanding amount into shares at a 10% discount to the average of five daily VWAPs during a specified period prior to the conversion date. A lock-up applies on the Fund’s ability to convert (see the Summary further below).
As announced on 26 November 2013, the Company has extended the Closing date for the SPP to 10 December 2013. The additional period will allow eligible shareholders to fully review the details
of the Bergen Agreement. If you have any questions in relation to the SPP please call your broker, accountant or professional adviser. If you require information on how to complete the Application Form please contact the WHL Energy Limited SPP Offer Information Line on 1300 851 395.
A summary of material terms of the agreement is included at the end of this announcement.
WHL Energy’s Managing Director, David Rowbottam said: “Over the past 3 years, WHL Energy has primarily raised its funding from shareholders. Given the current difficult economic environment, this agreement with the Fund provides WHL Energy with access to outside cash secured against a receivable, while potentially minimising the dilution to existing shareholders. Importantly, the trade finance is repayable in cash, on a fixed schedule, and absent default, half of it (and depending on the share price performance, potentially all of it) is convertible only at a premium to today’s share prices. This means that the trade finance has the potential to result in no dilution to the existing shareholders at all (other than the upfront fee that will be paid in WHL shares and options). If the funds advanced are in fact converted by the Fund at a premium to today’s prices, the investment will result in substantially lower dilution than the Company would have experienced if it had raised equity at today’s prices. At the same time, the Company has retained the ability to pay the interest ’in kind’ at its election.”
“Critically, the funding will allow WHL Energy the opportunity to meet its core objectives of bringing the La Bella asset to a commercialisation stage as well as securing a farmin for the Seychelles asset.”
Eugene Tablis, Bergen’s Managing Director, said: “We have followed WHL Energy closely over the years, and like its diversified approach, with first, an Australian asset that is being explored by a group of well-known Australian energy companies with a track record of success and with a line of sight to short-term cash flows, and second, a blue-sky upside Seychelles asset. This is the first conventional trade finance investment made by a fund under our management in Australia, and we are delighted to have partnered with WHL Energy on this.”
Ends
FURTHER INFORMATION Shareholders/Investors: Media contact: David Rowbottam Colin Hay WHL Energy Ltd Professional Public Relations T: +61 8 6500 0277 T: +61 8 9388 0944 E: [email protected] E: [email protected]
About WHL Energy Limited
ASX-listed WHL Energy Ltd (ASX: WHN) is an oil and gas exploration Company focussed on East Africa and Australia.
WHL Energy holds a 17,345 km[2] exploration area offshore Seychelles, at 100% equity. A world class exploration portfolio and new exploration concepts are being matured in the acreage. In-depth work by WHL Energy has to date identified an initial inventory containing ten, 200 million barrel plus potential targets, which is being expanded to quantify the potential in emerging concept areas.
Further work to develop the leads and targets may include 3D seismic acquisition and geological studies, followed by drilling.
Most structures identified to date are in < 50 m water with drilling targets at < 2000m depth, allowing for low cost drilling with a jack up rig.
WHL Energy also holds 40% equity in Exploration Permit VIC/P67 in the offshore Otway Basin, approximately 200 km WSW of Melbourne off the Victorian coastline. VIC/P67 contains the undeveloped La Bella gas field in proximity to the Victorian gas market, and several nearby exploration prospects.
The Company in addition holds 33.33% equity in exploration permit WA-460-P, in the offshore Southern Carnarvon Basin, which contains an extension of the very large Palta Prospect. A Shell led Joint Venture has recently drilling the Palta-1 well in the adjacent block, the data surrounding the result of this well is expected to be made public in 2015.
The Company is also actively investigating growth opportunities in the wider East African region.
About Bergen Asset Management LLC
Bergen Asset Management LLC is a New York based asset management company. It invests in high-growth public and private companies around the world, with a particular emphasis on Asia-Pacific. The fund invests in a wide range of industries, with a particular focus on resources and energy.
SUMMARY OF MATERIAL TERMS OF THE AGREEMENT
| Instrument: | A secured trade finance instrument (the “Trade Finance”). |
|---|---|
| Amount Advanced: | US$2,700,000. |
| Face Value: | US$3,086,000. |
| Maturity Date: | 31 March 2015. |
| Interest Rate: | 12% per annum. |
| Interest Payment: | Interest is to be paid monthly in arrears with reference to the maximum |
| balance outstanding in the preceding month. At the Company’s election, | |
| interest may be paid in cash or shares. If the Company elects to pay the | |
| interest in shares, the number of shares to be issued will be determined by | |
| dividing the interest amount due by Issuance Price A (as defined further | |
| below). | |
| Repayment: | The Company will repay the Trade Finance in 15 payments commencing |
| 31 January 2014. | |
| Prepayment: | The Company will have the right to prepay the Trade Finance without penalty |
| at any time during its term, after adjustments for outstanding interest. | |
| Convertibility: | To the extent the Trade Finance remains outstanding it is convertible at the |
| Investor’s election at A$0.014 (the “Standard Conversion Price”). Up to half of | |
| the amount outstanding may be convertible at the Investor’s election at | |
| Issuance Price A. |
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Lock-up: The Trade Finance may not be converted before 1 January 2014, and two thirds of the amount outstanding may not be converted before 1 May 2014
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Fee: The Company will pay the Fund a fee by way of 42,000,000 shares, at the time of the advance of the funds.
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Options: The Company will issue the Fund 98,000,000 options exercisable at $0.014 on or before 26 November 2017.
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Use of Proceeds: “ Tap Oil Trade Finance Facility” and general corporate purposes. Default: In the event of default, the Promissory Note will be convertible by the Fund at the Default Conversion Price. The Default Conversion Price will be equal, at the Fund’s election, (a) 90% of the average of five daily VWAPs during a specified period prior to the conversion date (“Issuance Price A”) or (b) 130% of the average of the daily VWAPs during the 20 trading days before the date of the default (“Issuance Price B”) (however, Issuance Price B may not be utilized in respect of more than US$1.5M of the Trade Finance).
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Repayment by Tap: Any early payments made by Tap Oil Ltd to the Company will be used by the Company to repay the Trade Finance.
Shareholders’
Approval: The terms of the Agreement do not permit for shares to be issued, and there is no agreement to issue shares, if shareholder approval is first required under the Listing Rules.