PROPOSED REVERSE TAKEOVER
PROPOSED ACQUISITION OF TULLOW 101 NETHERLANDS B.V.
Conditional agreement to acquire producing assets in the Dutch North Sea
Hague and London Oil PLC is pleased to announce that it has agreed the conditional acquisition of significant non-operated natural gas production assets in the Dutch North Sea from Tullow Netherlands Holding Coöperatief B.A. based on an enterprise value of €4,752,675, the net effect of which is that the Seller shall receive an estimated amount of €9,752,429 on Completion and contingent payments of up to €20,000,000 payable between 1 January 2019 and 1 January 2021.
HALO is to acquire the assets through the purchase by its wholly owned subsidiary, Hague and London Oil B.V. ("HALO B.V."), of the entire issued share capital of Tullow 101 Netherlands B.V. ("Tullow 101") (the "Acquisition").
Andrew Cochran, Chairman and Interim Chief Executive of Hague and London Oil plc, commented:
"Since the combination with Wessex Exploration in 2014, we have been on a slow but steady, measured, path to transform the Company into a lower-risk, successful E&P player. The prolonged market downturn has hit our sector very hard and has certainly impacted our efforts to diversify and grow the portfolio sooner. We have therefore been focused, disciplined and persistent in our implementation of the announced strategy, and today's proposed acquisition is the culmination of the Company's dedication to deliver within the stated objectives and a cost-effective manner. These are high-quality, cash generative assets with significant upside potential, in a mature basin with existing infrastructure and commercialisation routes - which have been the critical factors in our screening process and are also likely to be key in agreeing the funding of the Acquisition. We are looking forward to integrating this portfolio into HALO to continue on the future growth trajectory. This will fully complete the corporate transition to what we had longed planned for the Company"
Reverse takeover, General Meeting and Admission
Given the scale of the Acquisition when compared to the existing Group, the Acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules and requires the Company to issue a new admission document and is conditional, inter alia, on the approval of the Acquisition by Shareholders. The Company is in the process of preparing an admission document relating to the Acquisition and readmission to trading on AIM of the Enlarged Group (the "Admission Document") and is aiming to publish the Admission Document by 1 August 2017. A Competent Person's Report ("CPR") on the material assets and liabilities of the Enlarged Group is in the course of being finalised, and will be included in the Admission Document as required by the AIM Rules. The Admission Document and a notice of the General Meeting, at which the approval of HALO's shareholders to the Acquisition will be sought, will be sent to shareholders in due course following the finalisation of the CPR and binding financing agreements. The Admission Document will also be made available on the Company's website (http://www.haloil.co.uk/ ).
Stifel Nicolaus Europe Limited is acting as nominated advisor to the Company in connection with the Acquisition.
Restoration of trading on AIM following publication of Admission Document
Trading in the Company's Ordinary Shares on AIM has been temporarily suspended since 4 April 2017. On publication of the Admission Document, the Ordinary Shares will be re-admitted to trading on AIM.
Capitalised terms used but not defined in the body of this Announcement shall have the meanings ascribed to them in the "Definitions" section at the end of this Announcement, unless the context otherwise requires.