Solo (AIM: SOLO), the natural resources investment company focused on acquiring and developing a diverse global non-operated portfolio of strategic oil and gas assets, today announces that the Company has agreed to enter into a conditional sale and purchase agreement ("SPA") to dispose of its entire 15% interest in Horse Hill Developments Limited ("HHDL") to UK Oil and Gas plc ("UKOG") for a total cash consideration of £4.5 million together with a simultaneous purchase of 234,042,221 new ordinary shares in UKOG equivalent to a 4.2% interest in UKOG.
For a total consideration of £4.5 million UKOG has agreed to acquire Solo's 15% shareholding and loan in HHDL. With an effective date of 28 August 2018, the total consideration will be satisfied through the issue of 234,042,221 new ordinary shares in UKOG ("Consideration Shares"). The Consideration Shares are calculated based on the 10-day volume weighted average price to 24 August 2018 of 1.92 pence.
Based on the £4.5 million consideration Solo has made an investment return of 50% on the additional 5% it acquired in February 2018, and 45% on its total investment in HHDL since February 2014.
Following completion of the transaction, Solo will hold 4.2% of the issued share capital of UKOG. On completion UKOG will hold a 71.9% interest in HHDL which in turn holds a 65% interest in two onshore UK petroleum exploration licences, PEDL 137 and PEDL 246, which contain the Horse Hill oil discovery.
Completion of the disposal, which will be announced in due course, is conditional on HHDL consent. In the year ended December 2016, HHDL made a loss of £146,208.
Non-executive Chairman, Alastair Ferguson, commented:
“This transaction is in line with our investment strategy and provides evidence of our now proven ability to monetise assets within our portfolio and generate value for shareholders. The transaction enables Solo to retain significant exposure to the Horse Hill project as it undergoes the pivotal testing activities, the results of which have been very positive to date.”
Solo's Managing Director, Dan Maling, added:
“The Board has seized the opportunity to monetise its investment in HHDL and is pleased with the return we have made on our investment. The transaction enables a more liquid balance sheet and frees Solo from future direct operational expenditure at Horse Hill, but ensures we retain the exposure to the exciting upside potential of the projects within UKOG's diverse portfolio. Importantly, we will retain the option to monetise our shares in UKOG at the appropriate time.”
Further AIM Disclosures
2. UK Oil and Gas plc (“UKOG”)
UKOG is an operating company with shares listed and traded on AIM. The current portfolio includes eight oil and gas assets under Petroleum and Exploration Licences, all of them onshore:
a) Avington – UKOG holds a 5% interest
b) Broadford Bridge – operated by UKOG's 100% owned Kimmeridge Oil & Gas Limited.
c) Holmwood – UKOG has a 40% interest
d) Horndean – UKOG has a 10% interest
e) Horse Hill – UKOG currently holds a 32.435%in the Horse Hill licences and a 49.9% interest, in Horse Hill Developments Ltd. In addition It has currently entered into conditional SPA's which would, if completed take UKOG's holding to 46.735% in the Horse Hill licences and a 71.9% in Horse Hill Developments Ltd.
f) Isle of Wight – UKOG has a 65% interest
g) Markwells Wood – UKOG owns 100% of Markwells Wood.
Interim results for the six months ended 31 March 2018 show total assets of £32,390,000.