TIDMMXP
RNS Number : 0455W
Max Petroleum PLC
14 August 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
14 August 2015
Max Petroleum Plc
("Max Petroleum" or the "Company" and
together with its subsidiaries, the "Group")
Posting of Circular in Relation to US$13.8 million Strategic
Investment by AGR Energy
Max Petroleum Plc announces that it has posted to Shareholders
and published on its website a circular (the "Circular") containing
further details of the US$13.8 million (before expenses) investment
to be made by AGR Energy, subject to the fulfillment of certain
conditions described below, and a notice of General Meeting, at
which resolutions will be proposed to approve this investment.
Highlights
-- On 13 July 2015, Max Petroleum announced that it had
conditionally raised US$13.8 million (approximately GBP8.98
million) by way of a cash subscription by AGR Energy.
-- The Subscription is for 3,834,590,973 new Ordinary Shares, at
a price of 0.2341 pence per Ordinary Share, a 46.3 per cent.
premium to the closing middle market price of an Ordinary Share of
0.16 pence on 27 February 2015, the date immediately prior to the
suspension of the Company's Ordinary Shares from trading on AIM.
Immediately following completion of the Subscription, AGR Energy
will hold 63.8 per cent. of the Enlarged Issued Share Capital of
the Company.
-- The Subscription will provide working capital to the Company
to alleviate its severe immediate financial stress. Further
significant financing will be required in the mid and longer term
to re-establish going concern status and viability of the business.
AGR Energy intends to work with the existing shareholders of the
Company progressively to strengthen Max Petroleum's financial
position and evaluate exploration and production upside.
-- The Company and AGR Energy have entered into a Relationship
Agreement to ensure that (i) the Company will at all times be
capable of carrying on its business with the assistance of a
minimum of two Directors who are independent of the AGR Energy
Group; (ii) the Group and its activities will be managed for the
benefit of Shareholders as a whole; and (iii) all material
transactions, agreements and arrangements between: (a) any member
of the Group; and (b) any member of the AGR Energy Group, will be
at arm's length and on normal commercial terms.
EXPECTED TIMETABLE
Publication of the Circular 13August 2015
and Forms of Proxy
Posting to Shareholders of 13 August 2015
the Circular and Forms of Proxy
Latest time and date for receipt 11.00 a.m. on 27
of completed Forms of Proxy August 2015
General Meeting 11.00 a.m. on 1
September 2015
Long Stop Date for satisfaction 1 October 2015
of Conditions and Admission
Each of the times and dates in the above timetable are London
times and, other than the Long Stop Date which may only be extended
with the agreement of AGR Energy and the Company, are subject to
change at the absolute discretion of the Company and Stifel
Nicolaus Europe Limited ("Stifel"). Any such change will be
notified by an announcement on a Regulatory Information
Service.
ENQUIRIES:
Max Petroleum Plc +44 (0) 20 3713 4015
James A. Jeffs
Tom Randell
Stifel Nicolaus Europe Limited +44 (0) 20 7710 7600
Michael Shaw
Tunga Chigovanyika
AGR Energy +44 (0) 20 7932 2455
Louise Wrathall
The above summary section should be read in conjunction with the
full text of this announcement set out below.
Introduction
As announced on 13 July 2015, Max Petroleum has conditionally
raised approximately US$13.8 million (approximately GBP8.98
million) before expenses by way of a cash subscription by AGR
Energy for 3,834,590,973 new Ordinary Shares, at a price of 0.2341
pence per Ordinary Share, such that AGR Energy would hold 63.8 per
cent. of the Enlarged Issued Share Capital immediately following
completion of the Subscription.
The Subscription Shares will rank pari passu in all respects
with Ordinary Shares in issue prior to completion of the
Subscription, including the right to receive all dividends and
other distributions declared following Admission.
The Subscription Price represented a premium of 46.3 per cent.
to the closing middle market price of an Ordinary Share of 0.16
pence on 27 February 2015, the date immediately prior to the
suspension of the Company's Ordinary Shares from trading on
AIM.
The Subscription is conditional, inter alia, upon each of the
following Conditions being satisfied on or before the Long Stop
Date, being 1 October 2015:
(i) the posting of the Shareholder Circular to Shareholders by no later than 21 August 2015;
(ii) the Panel having waived the obligation that would otherwise
arise under Rule 9 of the Takeover Code for AGR Energy to make a
general offer to all other Shareholders to acquire their Ordinary
Shares in the Company;
(iii) Shareholders passing the Resolutions at the General Meeting;
(iv) the appointment of the Investor Managers and/or Investor
Directors not having been terminated;
(v) letters of appointment for each Investor Director being executed;
(vi) certain Kazakh Governmental Approvals being obtained;
(vii) no Insolvency Event having occurred;
(viii) Admission becoming effective on or before the Long Stop
Date; and
(ix) satisfaction or waiver by AGR Energy of all conditions to
drawdown under the Bridging Loan within the applicable time frame
or as otherwise agreed to between the Company and AGR Energy.
Conditions (i), (iv), (v), (vii) and (viii) are capable of being
waived by AGR Energy in its absolute discretion and on such terms
as it considers appropriate. Condition (vi) is capable of being
waived by mutual consent of the Company and AGR Energy. The
Conditions set out in (ii), (iii) and (ix) are not capable of being
waived. On 25 July 2015, the conditions to draw down of the
Bridging Loan were satisfied, and therefore the Condition set out
in (ix) has been satisfied.
1. Bridging Loan
As part of the Subscription, the Company has entered into a
Bridging Loan Agreement with AGR Energy pursuant to which AGR
Energy will provide an unsecured convertible loan of US$2.0 million
(approximately GBP1.3 million) to the Company comprising: (i) a
first tranche of US$250,000 (approximately GBP162,623) ("Tranche
1"); and (ii) a second tranche of US$1.75 million (approximately
GBP1.1 million) ("Tranche 2). Under the terms of the Bridging Loan
Agreement, AGR Energy may at its discretion provide a further
tranche of up to US$11.8 million (approximately GBP8.03 million)
under the Bridging Loan Agreement ("Tranche 3"). The Bridging Loan
has a stated maturity date of 31 December 2015 and is convertible
(including in respect of any interest that may have accrued) into
Ordinary Shares subject to Shareholder approval and certain
regulatory approvals at a conversion price equal to the
Subscription Price.
The Bridging Loan is conditional upon, inter alia, each of the
following conditions being satisfied on or before the Long Stop
Date:
(a) for each of Tranche 1, Tranche 2 and, if required, Tranche
3:
(i) the following appointments being made in each case by no
later than 14 July 2015: (i) Mr. Kanat Assaubayev to the Company's
Board as an executive director (Co-Chairman); (ii) Mr. Aidar
Assaubayev as a chief executive officer of the Company (but not a
member of the Company's Board) and as the general director of
Samek; and (iii) Mr. Alastair Murray as a deputy general director
of Samek, and each such appointment outlined in (i) to (iii) not
having been terminated. The appointments in (i) and (ii) above were
made on 13 July 2015 in satisfaction of the terms of the Bridging
Loan. However, due to unforeseen circumstances, Mr. Alastair Murray
can no longer take up the position outlined in (iii) above. As
such, AGR Energy and the Company have agreed that Aidar Assaubayev
may nominate a candidate to be proposed to be appointed as deputy
general director of Samek before the Long Stop Date. It was
determined by AGR Energy and the Company that the delay in relation
to the appointment outlined at (iii) above should not affect the
satisfaction of this condition for the purposes of the Bridging
Loan; and
(ii) no Insolvency Event or Change of Control having occurred in
respect of the Company; and
(b) for Tranche 2 only:
(i) the Panel not having objected to the potential granting of
the Rule 9 Waiver by 24 July 2015 and if any such objection is
raised (whether before or after 24 July 2015) AGR Energy shall have
a right to terminate the Bridging Loan Agreement.
The conditions for the drawdown of Tranche 1 were satisfied on
13 July 2015. As such, the Company submitted a drawdown request to
AGR Energy on 23 July 2015 for the entirety of Tranche 1 and drew
down US$250,000 (approximately GBP162,623) on 24 July 2015.
The conditions for the drawdown of Tranche 2 were satisfied on
25 July 2015. The Company and AGR Energy further agreed to split
Tranche 2 into two or more sub-tranches, the timing of drawdown of
each sub-tranche to be determined by the Company. As such, the
Company submitted an initial drawdown request to AGR Energy under
Tranche 2 on 30 July 2015 for US$250,000 (approximately GBP162,623)
and drew down US$250,000 (approximately GBP162,623) on 1 August
2015. The Company submitted a further drawdown request to AGR
Energy for US$240,000 (approximately GBP156,118) as a second
sub-tranche of Tranche 2 on 7 August 2015. The Company drew down
US$240,000 on 11 August 2015.
Interest shall accrue on any outstanding principal amount at a
rate of 0 per cent. per annum, unless the Shareholders do not
approve, prior to the Long Stop Date, the Subscription or the
Conversion in which case interest shall accrue at a rate of 15 per
cent. per annum compounded on a quarterly basis from the date of
the Bridging Loan. All outstanding liabilities under the Bridging
Loan will be set-off against the subscription amount payable by AGR
Energy under the Subscription Agreement.
2. Background to and reasons for the Subscription
In concluding that the Subscription is in the best interests of
Shareholders and the Company as a whole, the Directors have taken
into account the considerations set out below.
The November 2014 Circular contained information on the
financial position and future prospects of the Group absent the
Prior AGR Subscription. This included details of:
-- the Company's highly geared debt position and the fact that
the Group would not be able to continue servicing its interest and
principal payments under the Sberbank Facility Agreement should oil
prices remain below US$85/barrel Brent crude;
-- the Company's unfunded capital programme absent additional financing;
-- the Group's limited post-salt exploration upside from existing or new licence areas; and
-- a projected US$113 million impairment to the Group's pre-salt
assets absent additional financing.
In addition, a review of strategic options and formal sale
process announced on 22 July 2014, the purpose of which was to
elicit competing, superior proposals to the Prior AGR Subscription,
resulted in no deliverable proposal being put forward to the Board
at that time.
Shareholder approval for the Prior AGR Subscription was granted
on 1 December 2014 and the Company and AGR Energy worked on
fulfilling the remaining conditions to completion.
On 9 February 2015, Max Petroleum announced that the fall in the
oil price since November 2014 had had a very severe adverse impact
on its current and forecast liquidity position in 2015 and beyond.
As a result, Max Petroleum's business had been rendered unviable
unless further material investment was made into the Company in
addition to there being a comprehensive debt restructuring agreed
with Sberbank. In addition, negotiations with Sberbank regarding
the terms of such debt restructuring had not been successful and,
as a result, the Prior AGR Subscription would not proceed.
Negotiations in the subsequent period continued, both with
Sberbank regarding an appropriate debt restructuring and with AGR
Energy regarding an equity investment that, together with the debt
restructuring, would render the Company viable at current oil
prices.
The Company announced on 19 February 2015 that in light of
upcoming creditor payments, including a material amount that became
due on 25 February 2015 to the Republic of Kazakhstan tax
authorities and payable by early March 2015, there was only a short
period remaining to achieve the refinancing and if efforts were
unsuccessful then the consequences will be negative for all
stakeholders in the Company.
On 2 March 2015, the Ordinary Shares in Max Petroleum were
suspended from trading on AIM as a result of increased uncertainty
as to the Company's continuing solvency in light of the protracted
nature of the financing discussions as well as outstanding creditor
payments and other events outside the control of the Company that
could require that it ceases trading. Shareholders should note
that, pursuant to Rule 41 of the AIM Rules, admission to trading of
a company's securities on AIM will be cancelled where such
securities have been suspended from trading for six months.
On 20 March 2015, the Company announced that it had been
notified that its operational bank accounts in the Republic of
Kazakhstan would be suspended as a result of non-payment of sums
owed to the Kazakh tax authorities. In addition, export sales were
halted due to uncertainty over the Company's ability to guarantee
future payment for transport and other costs necessary to ensure
delivery of such sales. Further, as a result of the demobilisation
of the Company's workover rig, due to non-payment of invoices,
production had been impacted by the failure of one producing well
at Zhana Makat, representing a loss of approximately 170 bopd. In
addition, Sagiz West production had been shut-in pending regulatory
permission to proceed to TPP and total production was approximately
3,100 bopd, which was being delivered on a non-cash basis as
settlement towards the Company's domestic crude oil sales
prepayment liability.
On 1 May 2015, Max Petroleum announced that financing
discussions were continuing, that bridge financing was required to
ensure the Company was viable prior to completion of any
transaction and that it continued in operation, producing circa
2,900 bopd, under severe financial stress.
On 3 July 2015, the Company announced that Sberbank had
unconditionally granted a six month standstill on all principal and
interest payments due under the Company's c.US$80 million loan
through to 14 December 2015, that it had accrued US$3.8 million of
interest as of 30 June 2015 and that interest would continue to
accrue during the standstill period. In addition, the Company
announced that it continues in operation under severe financial
stress, producing in excess of 3,500 bopd, including from the Sagiz
West field after regulatory permission was granted in June to
resume production from both Sagiz West and East Kyzylzhar I fields
under TPP. Further, the Company announced that it had received
notification from the tax authorities of the Republic of Kazakhstan
alleging that, under tax legislation, payments of over US$20
million (according to the tax authorities, payable within ten years
starting from 2012) were due for Soviet-era historical data costs
incurred in the Blocks A&E Licence. The Company disagrees with
this interpretation and application of the tax legislation and
considers that to date it has met its obligations to reimburse
historical costs as they fall due. The Company intends to put its
case to the tax authorities.
In the weeks prior to 13 July 2015 a small number of indicative
and pre-conditional alternative third party proposals were received
by the Board. The proposals principally related to the acquisition
of Samek and would have left little or no value for Shareholders
after the discharge of the Company's liabilities to its
creditors.
Subsequent to the receipt of these proposals, however, the
Company updated its forecasts of solvency and financing
requirements as a result of, inter alia, the recent fall in the oil
price, a forecast reduction in cash flows as a result of the Sagiz
West and East Kyzylzhar I wells not coming back to full production
as quickly as expected, new creditor claims and limited options for
mitigating actions that had previously been possible. These revised
forecasts required an immediate decision of the Board either to
accept the AGR Energy proposal, being the only immediately
deliverable proposal available to the Board, or put the Company
into administration. In these extreme circumstances the Board
determined that it was in the best interests of all stakeholders
immediately to commit to enter into an agreement with AGR
Energy.
Use of proceeds
The net proceeds of the Subscription will provide working
capital to the Company to alleviate its severe immediate financial
stress. Further significant financing will be required in the mid
and longer term to re-establish going concern status and viability
of the business. AGR Energy intends to work with the Shareholders
progressively to strengthen Max Petroleum's financial position and
evaluate exploration and production upside.
Pricing of the Subscription and ongoing participation
The Subscription Price represents a premium of 46.3 per cent. to
the closing middle market price of an Ordinary Share of 0.16 pence
on 27 February 2015, the date immediately prior to the suspension
of the Company's Ordinary Shares from trading on AIM.
The Board also believes that the Subscription offers existing
shareholders in the Group the opportunity to participate in the
upside potential from the Subscription and future development of
the Group's business.
Rehabilitation of Samek
In order to safeguard the solvency of Samek, the Board
determined on 24 July 2015 that a rehabilitation process should be
initiated under the laws of the Republic of Kazakhstan (the
"Rehabilitation"). The Rehabilitation has similarities to a company
voluntary arrangement process under English law and the main
purposes of Rehabilitation are to provide Samek with protection
against creditor claims and to allow Samek to work with its
creditors to reach agreement on a fixed repayment schedule.
If the Rehabilitation is approved by a competent court in the
Republic of Kazakhstan, a moratorium will be placed on all
creditors' claims, penalties and interest will cease to accrue on
any outstanding debts and the execution of any court or arbitral
judgments will be suspended. A rehabilitation plan (comprising,
inter alia, a fixed timetable for repayments) will need to be
agreed between Samek and its creditors, and approved by the
creditors at a creditors' meeting to be held within three months
from the date the court approved the Rehabilitation. The
Rehabilitation will not prevent Samek from carrying on its business
in the ordinary course, but most "non-ordinary" course transactions
are likely to require creditor approval.
Relationship Agreement
The Company and AGR Energy have entered into the Relationship
Agreement to ensure, inter alia, that, with effect from
Admission:
(i) the Company will at all times have a minimum of two
Directors who are independent of the AGR Energy Group;
(ii) the Group and its business will be managed for the benefit of Shareholders as a whole; and
(iii) all transactions, agreements and arrangements between: (a)
any member of the Group; and (b) any member of the AGR Energy Group
will be at arm's length on normal commercial terms.
3. Information on AGR Energy, the AGR Energy Group, the
Assaubayev family and its intentions as regards Max Petroleum
AGR Energy is a vehicle owned by and controlled by the
Assaubayev family. Neither AGR Energy, nor any other member of the
AGR Energy Group currently holds any Ordinary Shares or any other
securities in Max Petroleum.
The Assaubayev family, through AGR Energy, intend to utilize
their local knowledge and access in the jurisdictions in which Max
Petroleum operates to secure the Company's future growth and create
value for Shareholders. To this end, AGR Energy's intention is to
support the current operations of Max Petroleum's portfolio and
exploit new opportunities that may arise as a consequence of the
ongoing consolidation in the oil and gas sector in Central
Asia.
AGR Energy also believes that the natural resources experience
of its shareholders, their proven track record of operating oil and
gas and mining assets as well as their access to significant
financial resources make it a well-placed partner to support Max
Petroleum's development and growth ambitions.
AGR Energy confirms that it is acting for the Assaubayev family
and not for any other person.
AGR Energy is committed to Max Petroleum remaining an
independent company whose shares are publicly traded. In AGR
Energy's view, quoted company status not only permits Shareholders
to participate in the future growth of the Company but is also
optimal for the Company to realise its potential. It also
facilitates the Company's access to third party capital and
provides it with an acquisition currency to be used for potential
further growth. A stable, transparent platform is expected to be
created from which to pursue the Company's growth strategy, which
will be important for Max Petroleum's success.
4. City Code on Takeovers and Mergers
Rule 9 of the Takeover Code
The issuance of the Subscription Shares to AGR Energy gives rise
to certain considerations under the Takeover Code. Brief details of
the aspects of the Takeover Code and the protections it affords to
you as a Shareholder are described below.
The Takeover Code is issued and administered by the Panel. The
Takeover Code governs, inter alia, transactions which may result in
a change of control of a company to which the Takeover Code
applies. Max Petroleum is a company to which the Takeover Code
applies and its Shareholders are entitled to the protections
afforded by its provisions.
Under Rule 9 of the Takeover Code, any person who acquires,
whether by a series of transactions over a period of time or not,
an interest (as defined in the Takeover Code) in shares which,
taken together with shares in which he is already interested and in
which persons acting in concert with him are interested, carry 30
per cent. or more of the voting rights of a company which is
subject to the Takeover Code, is normally required to make a
general offer to all remaining shareholders to acquire their
shares.
Rule 9 of the Takeover Code further provides that where any
person, together with persons acting in concert with him, is
interested in shares which in aggregate carry not less than 30 per
cent. of the voting rights of a company but does not hold shares
carrying more than 50 per cent. of such voting rights and such
person, or any such persons acting in concert with him, acquires an
interest in any other shares which increases the percentage of
shares carrying voting rights in which he is interested, such
person or persons acting in concert with him will normally be
required to make a general offer to all remaining shareholders to
acquire their shares.
An offer under Rule 9 of the Takeover Code must be made in cash
and at the highest price paid by the person required to make the
offer, or any person acting in concert with him, for any interest
in shares of the company during the 12 months prior to the
announcement of the offer.
Rule 9 Waiver
The AGR Energy Concert Party does not hold any Ordinary Shares
in the current issued share capital of the Company. Following the
completion of the Subscription and Admission, the AGR Energy
Concert Party will hold 3,834,590,973 new Ordinary Shares which is
equal to 63.8 per cent. of the Enlarged Issued Share Capital by
virtue of the Subscription. Without a waiver of the obligations
under Rule 9 of the Takeover Code, the AGR Energy Concert Party
would be required to make a general offer to all Shareholders.
The Panel has agreed, subject to Independent Shareholders'
approval on a poll, to waive the requirement for the AGR Energy
Concert Party to make a general offer to all Shareholders where
such an obligation would otherwise arise as a result of the
Subscription.
The Rule 9 Waiver granted by the Panel relates only to the
allotment of the Subscription Shares. It is conditional on the
passing of Resolution 1 by the Independent Shareholders of the
Company on a poll.
On Admission, the AGR Energy Concert Party will be interested in
Ordinary Shares carrying more than 50 per cent. of the voting
rights of the Company and will, for so long as it continues to hold
more than 50 per cent. of such voting rights, be able to acquire
further Ordinary Shares and accordingly increase its aggregate
interest in the Company's voting rights without incurring an
obligation to make a general offer for the Company under Rule 9 of
the Takeover Code, although individual members of the AGR Energy
Concert Party will still be subject to Note 4 on Rule 9.1 of the
Takeover Code. In the event that Resolution 1 is passed, the AGR
Energy Concert Party will not be restricted from making an offer
for the Company.
5. Sberbank Approval
The Company will be required to seek Sberbank approval for the
change of control in Samek as a result of the allotment of the
Subscription Shares to AGR Energy.
6. Kazakh Governmental Approvals
The Subscription is conditional upon the Company receiving the
following governmental consents and approvals:
(i) consent and approval from the MOE under the Subsoil Law;
(ii) consent and approval from the National Bank; and
(iii) consent of the Kazakh antimonopoly authorities.
A condition of the National Bank granting its consent in respect
of the Subscription and issuance by the Company of the Subscription
Shares to AGR Energy may be that the Company has to offer not less
than 20 per cent. of the Subscription Shares (the "Local Offering
Shares") on the Kazakhstan Stock Exchange, each offered at the
Subscription Price (the "Local Offering"). The Company therefore
intends to conduct the Local Offering prior to Admission. It is
contemplated that AGR Energy would participate in the Local
Offering and, to the extent that any Local Offering Shares are
allotted pursuant to the Local Offering, they would be allotted to
AGR Energy. The issue of any Local Offering Shares will be
conditional on, and will complete simultaneously with, the
Subscription.
The Kazakh regulatory regime is subject to change and there can
be no certainty that regulatory approvals additional to or other
than those outlined in this paragraph may not be required.
7. Relationship Agreement
The Company and AGR Energy entered into the Relationship
Agreement on 13 August 2015. The Relationship Agreement, which is
conditional on Admission having occurred, provides that, for so
long as the Subscription Shares are admitted to trading on AIM and
AGR Energy individually, or together with other members of the AGR
Energy Group, is interested in 30 per cent. or more of the issued
Ordinary Shares in the Company, AGR Energy will, and shall procure
that each member of the AGR Energy Group will exercise its voting
rights (or where relevant, refrain from exercising them) to procure
(to the extent that they are able to do so by the exercise or
non-exercise of such rights to procure) that:
(i) the Board will at all times include at least two Directors
that are independent from the AGR Energy Group (the "Independent
Directors");
(ii) the Group and its business shall be managed for the benefit
of the Shareholders as a whole;
(iii) all transactions, agreements and arrangements between: (a)
any member of the Group; and (b) any member of the AGR Energy
Group, shall be on an arm's length basis and normal commercial
terms;
(iv) if an Independent Director ceases to be either an
Independent Director or a Director, one or more new Independent
Directors will be appointed to the Board as soon as is reasonably
practicable (taking into account normal appointment and approval
procedures for an AIM company) as shall be necessary to ensure
compliance with (i) above;
(v) the audit committee established by the Board shall include
two Independent Directors;
(vi) the quorum for any meeting of the Board or a committee of
the Board to consider:
(a) any variation, amendment or novation of the Relationship Agreement; and
(b) any decision as to whether to enforce the Relationship
Agreement, will be a majority of Independent Directors, unless a
majority of Independent Directors otherwise consent; and
(vii) subject to any applicable laws and the provision of the
Relationship Agreement, the Company shall at all times not be
managed in breach of the corporate governance practices appropriate
for an AIM company of its size, stage of development and the
operations of the Group.
8. Current trading and solvency
The Group has seven post-salt discoveries with three fields
producing under FFD (Zhana Makat, Asanketken and Borkyldakty), two
fields under TPP (Sagiz West and East Kyzylzhar I), and the
remainder at varying stages of appraisal. As the Group continues to
appraise and develop its discoveries they progress from Test
Production into TPP, where they are able to resume continuous
production, and then they move from TPP to FFD, where 80 per cent.
of the production is available to sell on export markets for a
substantially higher price per barrel.
In June 2015, Amendment 16 to the Blocks A&E Licence was
signed which extended the appraisal period for the blocks until 4
March 2017 and also permitted the Sagiz West field, East Kyzylzhar
I field and Baichunas West field to resume production under TPP.
The Group also formally relinquished the Eskene North field which
has been determined to be non-economic. Amendment 16 also permits
the Group to further appraise several Soviet-era structures that
had varying indications of hydrocarbon presence during their
exploration phase. The right to appraise a geological feature that
could extend Zhana Makat field was granted in October 2014.
The exploration rights to complete the drilling of NUR-1 and a
follow on pre-salt well expired on 4 March 2015. The Company plans
to apply to the MOE for a further extension to complete NUR-1 and
drill pre-salt wells in Block E in due course. Faced with the dual
uncertainties of funding and the requirement for a licence
extension beyond March 2015, the directors have concluded that the
most prudent course of action would be to book a one-time
accounting charge to impair fully the carrying value of NUR-1 and
associated pre-salt exploration costs as at 31 March 2015.
Accordingly, the Group will book a non-cash impairment charge of
approximately US$113 million in the financial statements for the
year ending 31 March 2015. Finishing the well and evaluating this
high potential target remains an important objective for the Group.
As the Eskene North field has been determined to be non-economic
and has now been relinquished, the Group has also recorded an
impairment of approximately US$5 million to fully write down the
field at 31 March 2015. As a result, impairment charges related to
exploration and appraisal assets for the year ended 31 March 2015
will be approximately US$118 million.
As a result of the fall in oil prices during 2014, the Group is
currently reviewing the carrying value of post-salt oil and gas
properties and associated property, plant and equipment ("oil and
gas assets") as at 31 March 2015. Based on this review, the Group
expects to revalue its oil and gas assets to between US$50 and
US$60 million at 31 March 2015. Accordingly the Group expects to
record a non-cash impairment charge of its oil and gas assets of
between US$62 to US$72 million in its financial statements for the
year ended 31 March 2015.
The Group's operating performance during the current calendar
year for the six months ending 30 June 2015 is summarised in the
table below:
Jan Feb Mar Apr May June 6 months
2015 2015 2015 2015 2015 2015 June
2015
Production (mbo) 118 119 102 88 95 94 616
Average daily
production (bopd) 3,814 4,228 3,292 2,937 3,072 3,117 3,401
Export sales (mbo) 72 51 36 - 87 43 289
Domestic sales
(mbo) 44 31 104 87 22 15 303
------- ------- ------- ------- ------- -------
--------
Total sales (mbo) 116 82 140 87 109 58 592
--------
Export sales (US$'000) 3,076 2,879 2,049 - 5,005 2,560 15,569
Domestic sales
(US$'000) 792 710 2,211 1,984 541 346 6,584
------- ------- ------- ------- ------- -------
Total sales (US$'000) 3,868 3,589 4,260 1,984 5,546 2,906 22,153
------- ------- ------- ------- ------- -------
Average realised
export price
(US$ per bbl) 42.72 56.45 56.92 n/a 57.53 59.53 53.87
Average realised
domestic price
(US$ per bbl) 18.00 22.90 21.26 22.80 24.59 23.07 21.73
During the six months ended 30 June 2015, the Group's average
realised export selling price was US$54 per barrel, generating an
average netback of US$19 per barrel after production costs, selling
and transportation and taxes. The Group's average realised domestic
selling price was US$22 per barrel, generating an average netback
of US$9 per barrel.
The Group is currently producing approximately 3,500 bopd from
its fields on continuous production with several wells temporarily
shut-in due to down hole failures. The Group is working to restore
the shut-in wells to production as quickly as possible, and expects
to maintain a stable production of approximately 4,100 bopd through
the remainder of 2015.
The Company has contractual obligations to deliver crude oil
arising from prepayments received from customers for crude oil
sales. The last prepayment received from domestic oil buyers was in
November 2014. Domestic crude oil sales are applied against this
prepayment, and hence domestic crude oil sales currently do not
generate cash revenue because of the large balance outstanding.
Domestic crude oil prices which the Company receives as it delivers
against its domestic prepayment are variable and hence lower
domestic oil prices require higher volumes to be delivered. Export
sales are generally made on a one month prepayment basis, and
accordingly, are currently the Company's only means of generating
cash revenue.
As at 30 June 2015, prepayments from customers for the future
delivery of oil totalled US$18.7 million, split as follows:
-- Prepayments from domestic customers were US$15.0 million,
with a minimum remaining delivery commitment of approximately 416
thousand barrels during the remainder of 2015 and into 2016.
-- Prepayments from export customers were US$3.7 million for July exports.
Export sales were halted in March 2015 owing to uncertainty over
the Company's ability to guarantee future payment for transport and
other costs necessary to ensure delivery of such sales because of a
threatened suspension of its operational bank accounts due to the
inability to pay approximately US$4.5 million of export taxes and
mineral extraction taxes at the end of February 2015. In March
2015, the operational bank accounts in the Republic of Kazakhstan
were suspended by the Republic of Kazakhstan tax authorities as a
result of the non-payment of these taxes. On 13 April 2015, the
Republic of Kazakhstan tax authorities seized US$3.3 million which
the Company was holding in an escrowed bank account as an
environmental restoration and rehabilitation fund (the "Liquidation
Fund") under the terms of the Blocks A&E Licence and applied it
against the approximately US$4.5 million in taxes owed to reduce
the balance of taxes outstanding to approximately US$1.2
million.
The Company was able to obtain a prepayment for May exports at
the end of April, such that it was able to clear the balance of
US$1.2 million of taxes owed to allow the un-suspension of its
operational bank accounts by the Republic of Kazakhstan tax
authorities, pay sales and marketing costs to transport its crude
oil production to buyers in May, and to pay its essential operating
expenses to maintain crude oil production, with continued creditor
forbearance on its large trade and other payables liabilities which
are in arrears and, as at 30 June 2015, amounted to US$20.7
million. The Company has continued to trade on this basis to
date.
Under the terms of the Blocks A&E Licence, the Group has an
obligation to replenish the Liquidation Fund with the US$3.3
million cash seized by the tax authorities. Further, an additional
contribution of US$0.3 million in respect of calendar year 2014 is
now overdue. As of today's date, the Group has a requirement to pay
US$3.6 million into the Liquidation Fund.
As at 30 June 2015, the Group's current liabilities, excluding
the principal of the Sberbank Loan, were as follows:
30 June
2015 US$'000
Export customer prepayments 3,729
Domestic customer prepayments 14,997
-------------------------------------------------------
Customer prepayments total 18,726
Trade payables 11,242
Accrued expenses 2,716
Other payables (inc. taxes) 2,485
Provision for restructuring/severance 487
Sberbank interest payable 3,757
-------------------------------------------------------
Trade and other payables total 20,687
Liquidation Fund 3,600
-------------------------------------------------------
Total current liabilities 43,013
-------------------------------------------------------
Trade and other payables of US$20.7 million include payables of
US$11.7 million for which settlement is overdue.
Inclusive of the Sberbank Loan of US$79.6 million and the
provision for decommissioning obligations of US$4.9 million but
before deferred tax liabilities, total liabilities of the Group at
30 June 2015 were US$127.5 million.
As at 30 June 2015, the Group had cash balances of US$0.8
million.
Sberbank Loan
The Group is highly geared, with US$79.6 million currently
outstanding under the Sberbank Facility Agreement ("Sberbank
Loan"). With effect from 16 February 2015, Samek defaulted on the
Sberbank Facility Agreement as it ceased making payments of
interest and principal when due. As a result of these defaults,
Sberbank notified Samek that the full amount of the principal plus
accrued interest and penalties had been accelerated such that it
was repayable in full immediately.
On 30 June 2015, Samek and Sberbank signed an addendum to the
Sberbank Facility Agreement, according to which Samek has been
granted a standstill on all principal and interest payments due
under the Sberbank Facility Agreement through to 14 December 2015.
Principal payments due from March 2015 through 14 December 2015
have been deferred to 15 December 2015. Interest that was unpaid
from 16 February 2015 through 30 June 2015 will be payable 15
December 2015, along with interest accrued during the standstill
period at an interest rate of 11 per cent. Penalties for the late
payment of principal and interest accrued up to the date of
Addendum No. 5 have been cancelled.
The Company will continue to work with AGR Energy and Sberbank
regarding an appropriate debt restructuring which would render the
Company viable at current oil prices.
Bridging Loan
As of 11 August 2015, the Group had received the following
amounts under the Bridging Loan from AGR Energy:
-- US$0.25 million in respect of the first tranche of the Bridging Loan; and
-- US$0.25 million in respect of the first sub-tranche of the
second tranche of the Bridging Loan.
-- US$0.24 million in respect of the second sub-tranche of the
second tranche of the Bridging Loan.
Short term solvency outlook
The Group forecasts a positive end-of-month cash balance until
at least December 2015 and beyond into 2016 depending on the
outcome of Rehabilitation and the restructuring of the Sberbank
Loan. Thereafter, additional financing may be required during the
course of 2016 to ensure the Group continues in operation and is
funded to execute its business plan.
The above forecast assumes:
-- the remaining balance of US$1.26 million relating to the
second tranche of the Bridging Loan received by the end of August
and the proceeds of the Subscription of US$11.8 million (net of the
Bridging Loan) received prior to the end of September 2015,
following the fulfilment (or where appropriate waiver) of all
conditions thereto as set out in detail in this announcement;
-- future revenues and expenses cash flows remain in line with
expectations; in particular stable oil production of approximately
4,100 bopd and Brent crude oil prices of US$50 per barrel or above
during the period;
-- contracted volumes are delivered to domestic oil customers
throughout the remainder of 2015 as settlement towards their
outstanding prepayments with no further cash received;
-- payments to certain creditors which fall under the scope of
Rehabilitation, amounting to US$11.1 million, are suspended in
conjunction with Rehabilitation, pending the agreement of the
rehabilitation plan with the affected creditors;
-- creditors which are currently overdue and immediately payable
and which do not fall under the scope of Rehabilitation, amounting
to approximately US$1.8 million, are paid in September following
completion of the Subscription and no legal actions are initiated
for immediate payment;
-- no payments are made in relation to the potential historical
costs claim by the tax authorities in the Republic of Kazakhstan,
described below;
-- no payments are made in relation to any penalties relating to
shortfalls on the 2014 work programme commitment, described
below;
-- no payments are made to Sberbank for either principal or interest; and
-- no payment of US$3.6 million is made to replenish the Liquidation Fund during the period.
Should any of the above assumptions prove inaccurate the Company
would require additional financing, which, if not forthcoming from
AGR Energy or any other party, would likely render the Group
insolvent and require the Board to put the Company into
administration.
Historical costs claim
Samek has received notification from the tax authorities of the
Republic of Kazakhstan alleging that, under tax legislation,
payments of over US$20 million (according to the tax authorities,
payable within ten years starting from 2012) are due for Soviet-era
historical data costs incurred in the Blocks A&E Licence area.
The Company disagrees with this interpretation and application of
the tax legislation and considers that to date it has met its
obligations to reimburse historical costs as they fall due. The
Company intends to put its case to the tax authorities. The timing
and amounts of any payments that will be required by the tax
authorities, including any potential fines and interest penalties,
is uncertain.
Work programme commitments
Under the Blocks A&E Licence the Group is committed to
certain expenditures, which include a work programme agreed with
the MOE. The work programme covers the period through to the year
2027 and includes capital and operating expenditure, social
infrastructure contributions and commitments for the training of
local personnel. The Group fulfils its commitments by carrying out
qualifying exploration, development and operating expenditure and
by making the required contributions.
The Group's total commitment under the work programme for the
calendar year ended 31 December 2014, as revised by Addendum No. 15
in October 2014, was US$98.1 million. In June 2014, the Group
suspended its capital expenditure programme pending the arrangement
of additional financing. As a result, the Group did not meet its
work programme commitments for 2014. The shortfall was US$61.0
million. The MOE has the ability to impose a fine on the Group of
up to 30 per cent. of this shortfall. The Group therefore estimates
the MOE could impose a fine of up to US$18.3 million for
non-compliance with the work programme.
In June 2015, the Group signed Addendum No. 16 to the Blocks
A&E Licence, which deferred a portion of the shortfall to
calendar year 2015. The Group is working with the MOE to put in
place the necessary regulatory approvals to defer the remaining
shortfall on the 2014 work programme to future years. However,
there remains a possibility that the MOE could still impose a fine
based on the shortfall as at 31 December 2014, prior to the work
programme amendments of Addendum No. 16 and future addendums
currently under discussion, or that it will not agree to future
amendments.
The Group's current work programme commitments, as amended by
Addendum No. 16 are as follows:
US$'000
Year ended 31 December 2015 38,237
Year ended 31 December 2016 18,850
Years 2017 to 2027 45,228
-------
Total 102,315
-------
The Group requires additional funding to meet the above work
programme commitments. The Group is working with the MOE to defer
work programme commitments from 2015 to future years in order to
avoid potential fines for non-compliance.
9. General Meeting
The Notice of General Meeting convening a General Meeting of the
Company to be held at 11.00 a.m on 1 September 2015 at the offices
of Akin Gump LLP, Eighth Floor, Ten Bishops Square, London E1 6EG
is set out at the end of this document. Set out below is a summary
of the Resolutions which are to be proposed at the General Meeting.
Resolutions 1, 2, 3 and 4 will be proposed as ordinary resolutions,
and Resolutions 5, 6 and 7 will be proposed as special
resolutions.
Resolution 1 - Rule 9 Waiver
Resolution 1 is being proposed as an ordinary resolution to
approve the Rule 9 Waiver. In accordance with the requirements of
the Panel for granting the Rule 9 Waiver, Resolution 1 shall be
taken on a poll of Independent Shareholders.
Resolution 2 - Authority for directors to allot securities
Resolution 2 is being proposed as an ordinary resolution to
authorise the Directors for the purposes of section 551 of the Act
to allot shares or grant rights to subscribe for or convert any
security into shares in the capital of the Company. This authority
will be in addition to any other existing authorities. The
Directors will limit this authority to an aggregate nominal amount
of GBP383,459.10 (being the aggregate nominal value of the
Subscription Shares). This authority shall expire (unless it is
revoked, varied, renewed or extended) on the date falling 15 months
from the date of the General Meeting.
Resolution 3 - Authority for directors to allot securities
Resolution 3 is being proposed as an ordinary resolution to
authorise the Directors for the purposes of section 551 of the Act
to allot shares or grant rights to subscribe for or convert any
security into shares in the capital of the Company solely in the
event that either of Resolutions 1 or 2 are not duly passed at the
General Meeting. The Directors will limit this authority to an
aggregate nominal amount of GBP93,182.99 (being 29.9 per cent. of
the issued ordinary share capital of the Company immediately
following the allotment contemplated by Resolution 3). This
authority shall expire (unless it is revoked, varied, renewed or
extended) on the date falling 15 months from the date of the
General Meeting.
This Resolution 3 is only relevant in the event that Resolutions
1 and 2 are not approved by the Shareholders. If Resolutions 1 and
2 are not passed, AGR Energy will not be able to convert any of its
debt into new Ordinary Shares of the Company as permitted under the
terms of the Bridging Loan Agreement, unless the Shareholders pass
this Resolution 3. Even if this Resolution 3 is passed, AGR Energy
will only be permitted to convert debt up to an aggregate nominal
amount of GBP93,182.99 (which would result in AGR Energy holding no
more than 29.9 per cent. of the issued ordinary share capital of
the Company immediately following this allotment), meaning that a
Rule 9 Waiver is not required. However, if Resolutions 1 and 2 are
passed, AGR Energy will be able to convert the full amount of its
debt into new Ordinary Shares of the Company (if it chooses to do
so), and this Resolution 3 will be redundant.
Resolution 6 is required in connection with this Resolution 3,
in order to disapply the statutory pre-emption rights over the
Ordinary Shares to be allotted pursuant to this Resolution 3.
Resolution 4 - Authority for directors to allot securities
Resolution 4 is being proposed as an ordinary resolution to
authorise the Directors for the purposes of section 551 of the Act
to allot shares or grant rights to subscribe for or convert any
security into shares in the capital of the Company, notwithstanding
the authorities that may be conferred upon the Directors pursuant
to Resolutions 2 and 3. The Directors will limit this authority to
an aggregate nominal amount of GBP200,309.85 (being one third of
the issued ordinary share capital of the Company immediately
following the allotment contemplated by Resolution 2). This
authority shall expire (unless it is revoked, varied, renewed or
extended) on the date falling 15 months from the date of the
General Meeting.
This Resolution 4 is required to grant the Directors certain
headroom for any future allotments of new Ordinary Shares to any
person going forward. This right will be in addition to the
allotment of the Subscription Shares. It is usual for companies
admitted to trading on AIM to have such general authority in place
and, as there are no existing general authorities, this Resolution
4 builds in flexibility for the future as it allows the Directors
to allot additional Ordinary Shares (to the extent any are
required) without being required to obtain Shareholder approval for
every new allotment.
Resolution 7 is required in connection with this Resolution 3,
in order to disapply the statutory pre-emption rights over the
Ordinary Shares to be allotted pursuant to this Resolution 4.
Resolution 5 - Authority to allot securities on a
non-pre-emptive basis
Resolution 5 is being proposed as a special resolution for the
purposes of section 571 of the Act to authorise the Directors to
disapply the statutory pre-emption rights contained in section
561(1) of the Act in respect of the allotment of Subscription
Shares. This authority will be in addition to any other existing
authorities and shall expire (unless it is revoked, varied, renewed
or extended) on the date falling 15 months from the date of the
General Meeting.
Resolution 6 - Authority to allot securities on a
non-pre-emptive basis
Resolution 6 is being proposed as a special resolution for the
purposes of section 571 of the Act to authorise the Directors to
disapply the statutory pre-emption rights contained in section
561(1) of the Act in respect of the allotment of an aggregate
nominal amount of GBP93,182.99 in connection with Resolution 3.
This authority will be in addition to any other existing
authorities and shall expire (unless it is revoked, varied, renewed
or extended) on the date falling 15 months from the date of the
General Meeting. Resolution 6 is conditional upon the passing of
Resolution 3.
Resolution 7 - Authority to allot securities on a
non-pre-emptive basis
Resolution 7 is being proposed as a special resolution for the
purposes of section 571 of the Act to authorise the Directors to
disapply the statutory pre-emption rights contained in section
561(1) of the Act in respect of the allotment of an aggregate
nominal amount of GBP60,098.96 (being 10 per cent. of the issued
ordinary share capital of the Company immediately following the
allotment contemplated by Resolution 2). This authority shall
expire (unless it is revoked, varied, renewed or extended) on the
date falling 15 months from the date of the General Meeting.
Shareholders should note that Resolutions 1, 2 and 5 are
inter-conditional and, if any one is not passed, the Subscription
described in this document will not proceed.
10. Undertakings
The Company has received irrevocable undertakings to vote in
favour of the Resolutions from Directors holding (directly or
indirectly) in aggregate 107,091 Ordinary Shares, representing
0.005 per cent. of the Existing Ordinary Shares.
11. Board Composition post- Admission and Strategic Review
Following completion of the Subscription, the Directors expect
to work with AGR Energy to review the Company's business plan,
Board structure and strategic and mid-term goals. The aim of the
review is to enable the Board and AGR Energy to assess how costs
can be reduced and operations and capital expenditure optimized, to
maximise shareholder value going forward, considering the current
fiscal and commodity price environment. In addition to assessing
the current asset base, the review will also consider acquisitions
of new assets that the Board believes are accretive and will
enhance profits and value to the Company. It is AGR Energy and the
Company's expectation that Kanat Assaubayev intends to remain on
the Board and that Aidar Assaubayev will be appointed as a director
of the Company upon completion of the Subscription Agreement. It is
also the intention of AGR Energy and the Company that two
Independent Directors will sit on the Board, as per, the terms of
the Relationship Agreement.
12. Suspension of trading on AIM
As a result of the uncertainty surrounding the Company's
financial position, the Ordinary Shares have been suspended from
trading on AIM since 2 March 2015. Pursuant to Rule 41 of the AIM
Rules, cancellation of admission of AIM securities will occur where
these have been suspended from trading for six months. The Company
is working to fulfil all relevant conditions for completion of the
Subscription, and otherwise to publish information on its financial
position, in order to restore trading and avoid cancellation of the
Ordinary Shares from AIM. However, there can be no guarantee that
the Company's Ordinary Shares will not be cancelled. In the event
that admission of the Ordinary Shares to trading on AIM is required
to be cancelled, further information on its effects will be
provided to Shareholders.
13. Recommendation
The Directors (except for Kanat Assaubayev), who have been so
advised by Stifel, believe that the Proposals are fair and
reasonable and in the best interests of the Shareholders and the
Company as a whole. Accordingly, the Directors (except for Kanat
Assaubayev) unanimously recommend that Shareholders vote in favour
of the Resolutions as they have irrevocably undertaken to do in
respect of their aggregate shareholdings of 107,091 Ordinary
Shares, equivalent to 0.005 per cent. of the existing voting rights
of the Company. In providing advice to the Directors (except for
Kanat Assaubayev), Stifel has taken into account the Directors'
commercial assessments.
SUBSCRIPTION STATISTICS
Number of Existing Ordinary
Shares 2,175,305,483
Subscription Price per Subscription 0.2341 pence
Share
Number of Subscription Shares
to be issued by the Company 3,834,590,973*
Number of Ordinary Shares in
issue following Subscription
and Admission of Subscription
Shares 6,009,896,456*
Number of Subscription Shares
as a percentage of the Enlarged
Issued Share Capital immediately
following Subscription and Admission 63.8%
Amount, before expenses, being GBP8,976,777.47*
raised pursuant to the Subscription
*Assuming no other issuances of Ordinary Shares occur prior to
Subscription and Admission
Save where the context requires otherwise, capitalised and
technical terms used in this announcement shall have the same
meaning as ascribed to them in the Circular.
Kenneth Hopkins, Chief Operating Officer of Max Petroleum Plc,
is the qualified person that has reviewed and approved the
technical information contained in this announcement. Mr. Hopkins
holds a Bachelor of Science degree in Marine Sciences and a Master
of Science degree in Geology from Texas A&M University and is a
certified petroleum geologist with 32 years of experience in the
oil and gas industry.
Reserve estimates have been compiled in accordance with the 2011
Petroleum Resources Management System produced by the Society of
Petroleum Engineers.
Stifel Nicolaus Europe Limited is acting as sole financial
adviser to the Company in relation to the Subscription.
Additional Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Stifel Nicolaus Europe Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Max Petroleum and no one else in
connection with the matters referred to in this announcement, and
will not be responsible to anyone other than Max Petroleum for
providing the protections afforded to clients of Stifel Nicolaus
Europe Limited, nor for providing advice in connection with the
matters referred to in this announcement.
Forward-Looking Statements
This announcement contains certain forward-looking statements
with respect to a possible subscription by AGR Energy for new
Ordinary Shares in Max Petroleum. The words "believe," "expect,"
"anticipate," "project" and similar expressions, among others,
generally identify forward-looking statements. Max Petroleum
cautions that these forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ
materially from those indicated in the forward-looking statements.
Such risks and uncertainties include, but are not limited to: the
possibility that the Subscription will not be completed; failure to
obtain necessary regulatory approvals or required financing or to
satisfy any of the other conditions to the Subscription; adverse
effects on the market price of the Ordinary Shares and on Max
Petroleum's operating results because of a failure to complete the
Subscription; failure to realise the expected benefits of the
Subscription; negative effects relating to the announcement of the
Subscription or any further announcements relating to the
Subscription or the completion of the Subscription on the market
price of the Ordinary Shares; significant transaction costs and/or
unknown liabilities; general economic and business conditions that
affect Max Petroleum following the completion of the Subscription;
changes in global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates;
changes in tax laws, regulations, rates and policies; future
business combinations or disposals and competitive developments.
These forward-looking statements are based on numerous assumptions
and assessments made by Max Petroleum in light of its experience
and perception of historical trends, current conditions, business
strategies, operating environment, future developments and other
factors it believes appropriate. By their nature, forward-looking
statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that will
occur in the future. The factors described in the context of such
forward-looking statements in this announcement could cause Max
Petroleum's plans with respect to the Subscription, actual results,
performance or achievements, industry results and developments to
differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and persons reading this announcement
are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. Max Petroleum undertakes no obligation to release
publicly any revisions to forward-looking statements as a result of
subsequent events or developments, except as required by law or
regulation.
Publication on Website
A copy of this announcement will be made available at
www.maxpetroleum.com no later than 12:00 noon (London time) on the
business day following the date of this announcement in accordance
with Rule 30.4 of the Code. The content of the website referred to
in this announcement is not incorporated into and does not form
part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRDBGDIRSBBGUX
Max Petroleum (LSE:MXP)
Historical Stock Chart
From May 2024 to Jun 2024
Max Petroleum (LSE:MXP)
Historical Stock Chart
From Jun 2023 to Jun 2024