Tethys Petroleum: AGR Energy Takes US$47.7m Private Placement Plus Offers US$5m Loan
Tethys Petroleum Limited is pleased to announce that it has signed an agreement for a US$47.7 million(1) private placement of 318,003,951 new ordinary shares at a price of C$0.19(2) per ordinary share (the “Placing”) with AGR Energy Holdings Limited (“AGR Energy Holdings”). In connection with the Placing, the Company has also entered into a convertible loan for up to US$5 million (the “Convertible Loan”) with AGR Energy Holding’s parent company, AGR Energy Limited No. 1 (“AGR Energy No. 1”), where Tethys can draw down an advance on the Placing proceeds before closing to support short-term liquidity, subject to certain conditions. In this press release, AGR Energy No. 1 and AGR Energy Holdings are referred to together as “AGR Energy”.
Summary
— US$47.7 million(1) private placement with AGR Energy at a price of
C$0.19(2) per ordinary share representing a premium of 23% to the 30
trading day volume weighted average price on the TSX(3) and 108% to the
closing middle market price of an ordinary share on the TSX of C$0.09 on
May 14th, 2015, the day prior to the announcement of the recent
convertible loan financing with AGR Energy No. 1.
— AGR Energy Holdings to subscribe for up to 318,003,951 new ordinary
shares in Tethys.
— Tethys has the ability to invite certain of its substantial shareholders
to subscribe for new ordinary shares on similar terms to AGR Energy,
with any subscription by such existing substantial shareholders reducing
by a corresponding number the ordinary shares for which AGR Energy will
subscribe for under the Placing.
— The Placing is subject to TSX approval, approval from shareholders of
Tethys and receipt of Kazakh regulatory approvals and consents; AGR
Energy will work closely with Tethys with a view to obtaining such
approvals and consents as soon as practicable.
— If the Placing is completed:
— Tethys and AGR Energy will establish a strategic collaboration
within Tethys; and
— the Placing will recapitalise Tethys, which will provide greater
stability and certainty for the Company going forward.
— Convertible Loan of up to US$5 million to be provided by AGR Energy No.
1 as an advance on Placing proceeds to support short-term liquidity
during the period before closing, to be made available in two tranches
of US$2.5 million, with drawdown of each tranche being subject to the
satisfaction or waiver of certain conditions.
— Our alliance with AGR Energy has the potential to add significant value
to Tethys given AGR Energy’s local knowledge and in-country support in
key areas of operation.
— Funds to be used to help unlock the potential of Tethys’ significant
undeveloped reserve base in Kazakhstan and the Company’s portfolio
exploration, and in particular the Klymene prospect in Kazakhstan and
Tajikistan, as well as to reduce Tethys’ debt.
— Following the Placing, the Board of Directors of Tethys (the “Board”)
will consist of nine individuals, three of whom will be nominated by AGR
Energy, including two executive roles.
— AGR Energy and the Company have agreed the form of a relationship
agreement that will be entered into by them on closing of the Placing
(the “Relationship Agreement”) with the intention of allowing Tethys to
continue to operate as an independent company in the interests of all
its shareholders.
— Agreement has been reached on the proposed strategic collaboration with
AGR Energy, the Placing and the Convertible Loan after an extensive and
wide ranging strategic review of many different funding options and
strategic alternatives, and has the unanimous support of the Board.
— If this financing does not proceed, there can be no assurance that
management will be successful in securing alternative funding or have
sufficient time to implement any alternative transaction to the proposed
Placing and Convertible Loan, which would be required for the Company to
continue as a going concern.
(1) Before costs, rounded to three significant figures
(2) Based on a price of US$0.15 per ordinary share using a CAD to USD exchange rate of 0.80, rounded to the nearest cent
(3) As at, and including 30 June 2015
Strategic Collaboration
The Placing will result in a strategic collaboration between Tethys and AGR Energy. AGR Energy is a group owned by the Assaubayev family, a long-term investor in the resources sector with a track record of effective investment and support of enterprises, particularly in Central Asia.
AGR Energy’s intention is to utilise its local knowledge and expertise in the resources sector to support the Company’s growth, both operationally and financially. In particular, AGR Energy’s experience and on the ground presence in Kazakhstan is anticipated to add significant value to the Company.
The Board believes that this strategic collaboration as a result of the Placing represents a transformational transaction for Tethys. It provides business stability and necessary foundations from which to pursue a potential acceleration of operations, production and cash flow and to enable all shareholders to potentially benefit from new gas marketing opportunities (including the potential “gas to China” opportunity that will arise once current infrastructure developments are complete) in late 2016 onwards and expected oil export opportunities from 2017.
Upon closing of the Placing, AGR Energy Holdings and the Company will enter into an agreed form of Relationship Agreement with the intention of allowing Tethys to continue to operate as an independent company in the interests of all of its shareholders. AGR Energy is committed to supporting Tethys in its growth plans such that all shareholders can participate in the future success of the Company.
John Bell, Executive Chairman said:
“We are delighted to have secured this strategic collaboration with AGR Energy. Completion of the Placing will address the funding issues that Tethys has faced since before I became Chairman in November of last year. It allows management to focus on maximising growth and value creation for all shareholders, working with its new partner AGR Energy. It also provides us with a platform to exploit the potential significant growth and earnings opportunities as we can invest to seek to accelerate production and potentially benefit from future higher gas prices achieved in China. We believe this represents a truly transformational deal for Tethys and we look forward to the future collaboration with AGR Energy.”
Alastair Murray, Managing Director of AGR Energy said:
“We are very pleased to participate in this transformational deal with Tethys which we believe can unlock significant value for all shareholders over the medium and longer term. We believe that there is great synergy between Tethys’ asset base and existing operational expertise combined with AGR Energy’s substantive track record of value creation in emerging markets (both within Central Asia and elsewhere). We see great opportunity in the evolving Central Asian Gas market (including exploring potential gas to China) where Tethys can participate through increased gas production (via targeted placement funded drilling activity). AGR Energy, like Tethys, believes that investment in technology can reduce exploration risks and help create shareholder value through both reserves and production growth and price realisation. We very much look forward to working within the Tethys team to develop a strong and commercially focussed business.”
Placing and Convertible Loan Key Terms
Placing:
A US$ 47.7(4) million private placement with AGR Energy at a price of C$0.19(5) per ordinary share, a premium of 23% to the 30 trading day volume weighted average price on the TSX(6), and a premium of 108% to the closing middle market price of an ordinary share on the TSX of C$0.09 on 14 May 2015, the day prior to the announcement of the recent convertible loan financing with AGR Energy No. 1.
Under the terms of the subscription agreement relating to the Placing (the “Subscription Agreement”), the Company has the ability to invite certain of its existing substantial shareholders to subscribe for ordinary shares on similar terms to AGR Energy. Any subscription by such substantial shareholders will reduce, by a corresponding number, the ordinary shares for which AGR Energy will subscribe under the Subscription Agreement. If existing substantial shareholders of the Company do not subscribe for any ordinary shares, AGR Energy will subscribe to the full amount of the Placing and, as a result, may hold up to 51%(7) of the enlarged issued share capital of the Company immediately following closing of the Placing. This calculation assumes conversion of the pre-existing convertible loans held by AGR Energy and Annuity and Life Reassurance Ltd (“ALR”, an investor controlled by Pope Asset Management, LLC) and the exercise of 23,333,333 warrants held by ALR, but disregarding all other outstanding options and warrants. If certain existing substantial shareholders subscribe for the full portion of the Placing, AGR Energy would hold 32%(7) of the enlarged issued shares capital under the same assumptions.
Under the Subscription Agreement, the Company has also agreed to extend the period of exclusivity previously granted to AGR Energy on terms similar to those announced on May 14th 2015. This period of exclusivity will not prevent the Company from offering certain existing shareholders the opportunity to participate in the Placing, and will expire on closing of the Placing or, if earlier, termination of the Subscription Agreement (including as a result of the failure of Tethys shareholders to approve the Placing).
(4) Before costs, rounded to 3 significant figures
(5) Based on a price of US$0.15 per ordinary share using a CAD to USD exchange rate of 0.80, rounded to the nearest cent
(6) As at, and including 30 June 2015
(7) Based on Tethys current issued capital of 336,712,385 ordinary shares, plus the conversion of the convertible loans issued in May 2015 to AGR Energy and ALR, and the exercise of 23,333,333 warrants held by ALR
Convertible Loan:
In addition to the Placing, AGR Energy No. 1 has extended a convertible loan of up to US$5 million to provide short-term working capital funding during the period leading to closing the Placing. The conversion price of the Convertible Loan is the lower of the subscription price for the Placing and a price which is 115% of the volume weighted average price of the ordinary shares on the TSX and the LSE (or the LSE only in the event that the Company’s ordinary shares are no longer traded on the TSX) calculated for the 30 trading day period ending on the trading day immediately preceding the date of the conversion notice, subject to an overall minimum conversion price of US$0.10 and subject to any adjustments pursuant to the terms of the debenture. The interest rate on outstanding principal under the first US$2.5 million tranche of the Convertible Loan is 9% per annum; the interest on the second tranche is 12% per annum. The exercise of any right of conversion by AGR Energy No. 1 under the Convertible Loan is subject to TSX approval and the approval of Tethys’ shareholders at an extraordinary general meeting to be convened for the purpose (the “EGM”).
Under the terms of the Convertible Loan, AGR Energy No. 1 has agreed to make available:
— US$2.5million to the Company on or after August 1st, 2015, subject to a
circular and notice of extraordinary general meeting (the “Shareholder
Circular”) including details of shareholder resolutions required to
implement the Placing and permit AGR Energy No. 1 to exercise its right
to convert the Convertible Loan and its pre-existing convertible loan to
the Company into ordinary shares (the “Shareholder Resolutions”) having
being sent to shareholders of the Company; and
— a further US$2.5 million on or after September 1st, 2015, conditional
upon the Shareholder Resolutions having been approved by Tethys’
shareholders at the EGM.
Drawdown of each tranche of the Convertible Loan is also subject to the Placing not having closed and to the satisfaction of certain other conditions. The Convertible Loan is subject to customary terms and conditions for an instrument of this type.
Conditions to Closing of the Placing:
Completion of the Placing and receipt of funds is conditional, inter alia, upon each of the following conditions being satisfied on or before November 1st, 2015 (the “Long Stop Date”), or such later date as may be agreed:
— The passing of the Shareholder Resolutions at the EGM;
— The Placing shares being approved for issue and admitted to trading by
the TSX;
— Receipt of certain Kazakh regulatory approvals and consents;
— The Relationship Agreement having been entered into by the Company and
AGR Energy, the key terms of which are summarised below;
— The appointment to the Board of three Directors nominated by AGR Energy
(or, in the event of any delay in such appointment, the implementation
of interim arrangements to allow such individuals to act as observers);
and
— Certain other customary conditions precedent for a private placement of
this type, including there having been no prior termination as a
consequence of a material breach of warranty or event or circumstance
constituting a material adverse change, as defined in the Subscription
Agreement.
A change of control event affecting the Company before closing would also entitle AGR Energy to withdraw from the Subscription Agreement.
Given AGR Energy’s existing in-country presence and track record in Kazakhstan, AGR Energy has agreed to use all reasonable efforts to support Tethys with obtaining any required Kazakh regulatory approval and consents as soon as practicable. However, Tethys notes that there can be no assurance that such third party regulatory approvals and consents for the transaction will be received prior to the Long Stop Date. In the event that such regulatory consents and approvals are not received or any of those other conditions to the Placing are not satisfied or waived prior to the Long Stop Date, then the transaction may not proceed, in which case the additional funding will not be received by the Company. Due to Tethys’ current financial situation, the Company does not believe that it would have sufficient time to execute an alternative transaction to the proposed Placing and Convertible Loan without experiencing serious funding and liquidity issues, the implications of which are described further below.
Further details of the Subscription Agreement, the Convertible Loan and the Relationship Agreement will be set out in the circular to be issued in connection with the EGM to consider the Shareholder Resolutions. A copy of the Subscription Agreement, Relationship Agreement and Convertible Loan instrument will be filed on SEDAR in a timely manner.
Background to and reasons for the Placing and Convertible Loan
As announced on April 10th, 2015, Tethys had actively developed contingency plans in the event that the SinoHan transaction did not proceed. In the months preceding May 1st, 2015, the Company had adopted a twin strategy of seeking the timely completion of the potential sale of 50% of Tethys’ Kazakhstan assets to SinoHan while simultaneously initiating a strategic review process to explore alternative paths to value realization should the SinoHan transaction not complete. Macquarie Capital was appointed to work with the Company to assist on the strategic review process. The Company announced on May 1st, 2015 that the sale to SinoHan would not proceed and the Company would therefore retain its 100% interest in its Kazakh assets.
During the strategic review process, the Company conducted an extensive and wide ranging review of many different funding options and strategic alternatives. These include a further scale down of the business, equity financing, debt refinancing, sale or farm down of certain assets, possible business combinations and a sale of the Company.
Although the Company has continued to reduce its cost base significantly and has secured additional loan financing, the Company has needed to seek additional funding in order to meet its full contractual obligations and maintain a positive cash position going forward.
Following this extensive review, with the assistance of Macquarie Capital, the Board and management of Tethys believe that this proposed strategic collaboration with AGR Energy, the Placing and the Convertible Loan to be in the best interests of all shareholders. The strategic collaboration with AGR Energy has the potential to add significant value to Tethys and the completion of the Placing will recapitalise the Company. In addition the Convertible Loan will provide additional short-term funding to mitigate liquidity risk during the period before closing of the Placing and the receipt of additional funds.
The Board considers it important to explain to shareholders the consequences for the Company should this financing not proceed. The Company currently does not have sufficient funding to meet its funding obligations in the next twelve months and therefore, without this additional funding, there is significant doubt about the Company’s ability to continue as a going concern. If this transaction does not proceed, there can be no assurance that management will be successful in securing alternative funding or that management would have sufficient time to implement any alternative transaction to the proposed Placing and Convertible Loan, which would be required to enable the Company to continue as a going concern.
Use of Funds
If the Placing is completed, receipt of the proceeds should provide a solid foundation from which to pursue the Company’s growth objectives and shareholder value creation. The Board believes that Tethys’ assets and operational expertise, coupled with AGR Energy’s expertise in the Kazakh natural resources industry will enable the group to seek to exploit its undeveloped gas reserves in Kazakhstan and the potential “Gas to China” opportunity through:
— A forecasted increase in gas production from a programme of shallow gas
wells; and
— Positive gas pricing differentials between local prices, currently
$75/Mcm net, and gas prices at the border to China, reportedly
significantly higher than current domestic; Tethys currently understands
that gas is planned to be exported from Kazakhstan via the newly built
pipeline to China as early as H2 2016.
Consequently, part of the proceeds of the Placing are also expected to undertake activities to support gas growth and international export when feasible, namely by:
— Drilling 4 gas development/appraisal wells and gas well tie-
ins/workovers at Kyzyloi and Akkulka which have potential to increase
short to medium term cash flow generation;
— Investing in infrastructure to reduce operating costs and/or improve
operational efficiency; including water injection, gas utilisation and
compression upgrades;
— Drilling six planned relatively low-risk and low cost gas exploration
wells in Kazakhstan to support and increase medium term gas production
into the future when export to China may be realised;
— Providing substantial potential new revenue opportunities; and
— Reducing the risk of exploration prospects through a planned 3D seismic
programme.
The proceeds of the Placing are also expected to provide the necessary funds to allow Tethys to target unlocking the potential of its significant oil reserve base in Kazakhstan and exploration potential in Kazakhstan and Tajikistan. Activities that funds will be used for are anticipated to include:
— Drilling Klymene, an oil prospect with up to 422 mmbbl un-risked
(106mmbbl risked) mean prospective resources after additional investment
to reduce drilling risks (assuming contract extension for Kul-Bas
Exploration and Production Contract which currently expires in November
2015);
— Potential further oil production development through high graded
projects, pending oil price improvement and/or Production Contract
procurement enabling oil export;
— Implementing necessary infrastructure requirements (such as the
requirement for a gas utilisation facility) to obtain a Production
Contract, thus realising an export price premium to domestic oil prices
(expected from 2017); and
— Providing near term funding for the Bokhtar PSC in Tajikistan to run a
timely farm-out process, while also seeking to maintain a material
interest post farm out.
Part of the proceeds of the Placing will also be used to reduce existing debt and provide a more consistent and sustainable level of working capital. In addition, and as noted above, any part of the US$5 million Convertible Loan drawn down by the Company before closing of the Placing will be repaid from the proceeds of the Placing (if it is approved and consummated).
Board Changes and Relationship Agreement
Following the Placing, the Board will consist of nine individuals, three of whom will be nominated by AGR Energy. Two of those nominees will assume executive roles as Executive Co-Chairman and Chief Executive, and the remaining nominee will be appointed as a non-executive director.
In addition, the Company and AGR Energy have agreed the form of a Relationship Agreement that will be entered into by them on closing of the Placing. The Relationship Agreement will provide inter alia that, for so long as AGR Energy and its group companies together hold more than 30% (in certain cases 15%) or more of the issued ordinary shares in the Company:
— The Board shall be governed as follows:
— All Board committees will comprise a majority of non-AGR Energy
directors, with AGR Energy nominees only entitled to sit on such
committees if permitted to do so by applicable securities laws and
regulations; and
— Potential conflicts of interest of AGR Energy directors disqualify
them from voting on relevant board resolution(s).
— Transactions will have the following specific controls:
— All transactions between Tethys and AGR Energy will be at arm’s
length and on normal commercial terms; and
— AGR Energy and their director nominees to abstain from voting on
related party transactions involving AGR Energy’s affiliates.
— Further controls to be adopted including that:
— AGR Energy will undertake to vote in favour of an amendment to
Tethys’ Articles of Association to incorporate pre-emption rights
for shareholders comparable to those applicable to UK public
companies under the Companies Act 2006, to the extent that such
amendment is not approved by the Company at the EGM;
— AGR Energy will not be permitted to use voting control to circumvent
requirements of, or prevent Tethys complying with, applicable
securities laws, regulations, or stock exchange rules;
— AGR Energy will not be permitted to use voting control to pass or
force through a resolution that would result in Tethys ceasing to be
listed or traded on at least one of the Toronto Stock Exchange and
the London Stock Exchange; and
— In the initial six month period after closing of the Placing, AGR
Energy shall not be entitled to sell or dispose any ordinary shares
in the Company without the Company’s consent, other than pursuant to
certain permitted exceptions (such as pursuant to a general offer
made to all shareholders of the Company).
Under the Relationship Agreement AGR Energy will acquire:
— The right to appoint at least one director to the Board and
committees of the Board for so long as AGR Energy and its group
companies together hold 15% or more of the issued ordinary shares in
the Company; and
— The right to participate pro rata in any future equity issue to be
made or proposed to be made by the Company (subject to certain
exceptions) even in cases where general pre-emption rights do not
apply, for so long as AGR Energy and its group companies together
hold 20% or more of the issue ordinary shares in the Company.
AGR Energy has emphasised that it is committed to Tethys remaining an independent company. The Relationship Agreement is designed to ensure that Tethys continues to operate autonomously and in the interests of all shareholders.
Recommendation
The Board considers the proposed strategic collaboration with AGR Energy and the associated Placing and Convertible Loan to be in the best interests of the Company and its shareholders as a whole. Accordingly, the proposed transaction has the unanimous support of the Board and each Tethys Director intends to vote in favour of all those resolutions required to implement the transaction in relation to shares held or controlled by them.
Extraordinary General Meeting
The Company will prepare a circular that will be sent to all shareholders in due course, including details of those resolutions relating to the Placing and Convertible Loan to be voted on at the EGM. It is currently anticipated that the EGM will be held at The Old Government House Hotel, St. Peter Port, Guernsey, on or around August 31st, 2015.
Note to Editors
The references in this press release to resources are to “Prospective Recoverable Resources” which means those quantities of petroleum estimated as of January 15th, 2014, to be potentially recoverable from undiscovered accumulations by application of future exploration and development projects. Prospective resources have both an associated chance of discovery and a chance of development. There is no certainty that any portion of these resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of these resources. The product types that may reasonably be expected from potential production consist of oil, condensate, natural gas and associated gas.
The resource estimates contained or referred to are estimates only and are not meant to provide a determination as to the volume or value of hydrocarbons attributable to Klymene Prospect.
There are numerous uncertainties inherent in estimating quantities of resources and cash flows that may be derived, including many factors that are beyond the control of the Company. The following is a non-exhaustive list of factors which may have a significant impact on the above estimates of prospective resources: despite the classification that they are as yet undiscovered but may be potentially recoverable the Company may be unable to carry out the development or their potential recovery; the activity may not be economically viable; the Company may not have sufficient capital or time to develop them; there may be no market or transportation routes for the potential production; legal, contractual, environmental and governmental concerns might not allow for the recovery being undertaken; reservoir characteristics might prevent recovery. The recovery of the resources is subject to the following risks and uncertainties: market fluctuations, the proximity and capacity of oil and gas pipelines and processing equipment, government regulation, political issues, export issues, competing suppliers, operational issues (exploration, production, pricing, marketing and transportation), extensive controls and regulations imposed by various levels of government, lack of capital or income, the ability to drill productive wells at acceptable costs, the uncertainty of drilling operations, factors such as delays, accidents, adverse weather conditions, and the availability of drilling rigs and the delivery of equipment. The Klymene exploration well is within the Kul-Bas Exploration and Production Contract which expires in November 2015. The Company believes that it can extend this Contract term but this is by no means guaranteed and should the Contract not be granted an extension then the Contract area, including the Klymene well, will be forfeited.
