LONDON (ShareCast) - (Sharecast News) - Seplat Petroleum Development Company announced on Tuesday that it has reached agreement with the AIM-traded Eland Oil & Gas on the terms of a recommended cash acquisition of the entire issued and to-be-issued ordinary share capital of Eland by Seplat.
The London-listed firm said the acquisition would be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

It said that under the terms of the acquisition, each Eland shareholder would be entitled to receive 166p in cash for each Eland share.

The acquisition valued the entire issued and to-be-issued ordinary share capital of Eland at approximately £382m on a fully-diluted basis, and represented a premium of about 28.5% to the closing price per Eland share of 129.2p on 14 October.

It also represented a premium of approximately 32.6% to the three-month volume-weighted average price per Eland share as at 14 October of 125.2p, and a premium of around 32.7% to the six-month volume weighted average price per Eland share as of 14 October of 125.1p.

In addition, Eland shareholders on the register at the close of business on 18 October would be entitled to receive and retain the interim dividend of 1p per Eland share, to be paid on 31 October.

The directors of Eland, who had been advised by Evercore as to the financial terms of the acquisition, said they considered the terms of the acquisition to be fair and reasonable.

As a result, the Eland directors unanimously intended to recommend that shareholders voted in favour of the scheme at the court meeting, and the resolution at the general meeting.

In addition to irrevocable undertakings from the Eland directors, Seplat said it had also received irrevocable undertakings from Helios Natural Resources, Lombard Odier Asset Management Europe, and Richard I Griffiths to vote, or procure the voting, to approve the scheme at the court meeting and in favour of the resolution at the general meeting.

As such, Seplat confirmed it had received irrevocable undertakings to vote, or procure the voting, to approve the scheme and resolution with respect to approximately 60.17% of the existing issued ordinary share capital of Eland.

The cash consideration payable under the acquisition was being wholly funded through a combination of existing cash resources of Seplat, and a new loan facility, the Seplat board said.

It said the scheme was expected to become effective in late 2019.

"This recommended offer from Seplat represents the culmination of a very successful journey by Eland, the management team and all of its stakeholders," said Eland chief executive officer George Maxwell.

"Since founding Eland, we have, jointly with our partners in Elcrest, acquired our interests in OML 40, a non-producing asset, achieved an all-time record production on this asset and become a significant independent producer in Nigeria's exploration and production landscape and one of the biggest oil producers on London's AIM market."

Maxwell said Eland had, in a period which had seen a "significant" cyclical downturn in the industry, outperformed most of its peers and the AIM Oil and Gas Index.

"This transaction represents a record share price for Eland and crystallises Eland's stated goal to maximise shareholder value."

Austin Avuru, chief executive officer of Seplat, added that the firm was "pleased" to have reached an agreement to acquire Eland and its portfolio of assets, that would "enhance" its existing operations.

"Eland is an excellent fit with Seplat and the combination should achieve for us growth and increased profitability, creating value for our shareholders, employees and other stakeholders while offering an attractive upfront premium to Eland Shareholders," Avuru said.

"The acquisition, made possible by our robust operational platform and headroom in our capital structure, is in line with a key part of our established strategy which is to pursue opportunities in the onshore and offshore areas of Nigeria that offer near term production with cash flow and reserves potential.

"The acquisition reinforces Seplat's status as one of Nigeria's leading indigenous, independent E&Ps and will create a Nigerian E&P champion with the footprint and technical capabilities to further grow and consolidate in Nigeria."

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