Reabold, the investor in upstream oil and gas projects, has conditionally offered to acquire additional Corallian Energy Limited ("Corallian") shares from existing Corallian shareholders, in exchange for Reabold shares, at a ratio of 474 Reabold shares for 1 Corallian share (the "Offer"), potentially increasing Reabold's shareholding in Corallian to a maximum of 49.99%.
· Share offer to acquire up to 13.12% of Corallian Energy shares at a ratio of 474 Reabold shares per Corallian share
· The Offer could significantly increase Reabold's position in the low-risk, high potential Victory Gas Discovery to up to 49.99%
o Draft Field Development Plan anticipated to be submitted by year end
o Planned 3-year gas production plateau from Victory, at a rate of 70 mmscf/d (11,666 boepd) from Q4 2024, delivering over 25 BCF of gas per year
o Victory is located near existing infrastructure and in particular the Total-operated Greater Laggan Area
· Assuming full take up of the Offer by Corallian shareholders, Reabold would increase its net interest in the NPV of the project by ca. £19 million(1), from ca. £53 million(1) currently to ca. £72 million(1)
· Letter of intent signed for vessel to undertake environmental survey on Victory, with work planned to commence in July 2021
· Once completed, the Environmental Impact Assessment will be an important part of the Field Development Plan ("FDP") submission
Conditional Offer to Acquire up to an Additional 13.12% of Corallian
Assuming a full take up of the Offer, Reabold would acquire up to an additional 13.12% of Corallian's issued share capital from existing shareholders, in addition to its existing 36.87% equity position.
By potentially increasing its position in Corallian, Reabold would be increasing its economic interest in the 100% Corallian-owned Victory Gas Discovery, West of Shetland, in which Reabold management sees significant value.
As previously announced, the Victory Gas Discovery was evaluated to have 157 bcf of 2C contingent resource with an associated NPV of £146 million(1). Victory is considered by Corallian to be a simple, low-risk gas development which has been fully appraised and requires no additional pre-development drilling. Victory is located near existing infrastructure, in particular, the Total operated Greater Laggan Area ("GLA"), with the development of Victory expected to be via a single-well sub-sea tieback. The licence P2596 (Block 207/1a), which contains Victory, was originally offered to Texaco in 1972 who drilled a discovery well in 1977 that flowed at circa 9 mmscf/d from 200 feet (circa 60.6 metres) of net gas pay in the Lower Cretaceous sandstones, proving reservoir commerciality.
Corallian shareholders may elect to tender up to their entire holding and in excess of their relevant pro rata percentage. However, should aggregate acceptances received be higher than the 13.12% maximum, Corallian shareholders tendering in excess of their pro rata entitlements would be scaled back so as to ensure that all Corallian shareholders have the opportunity to accept their pro rata entitlement to the Offer and so that Reabold's shareholding in Corallian does not exceed 49.99% of Corallian's issued share capital. Accordingly, Reabold would issue a maximum of 468,994,086 Reabold shares assuming a full take up by Corallian shareholders as part of this Offer.
The Offer is conditional upon the satisfaction of certain conditions including, but not limited to, receipt of any necessary regulatory approvals and the passing of a resolution by the shareholders of Corallian. If the conditions are not satisfied by 28 May 2021 (or such later date and time as agreed between Reabold and Corallian) ("Longstop Date"), the Offer shall automatically lapse. There is no minimum acceptance condition under the Offer and therefore Reabold may end up acquiring less than an additional 13.12% of Corallian under the Offer if there is not a full take up of the Offer. The Offer will remain open for acceptances by Corallian shareholders until 6 May 2021 (or such later time(s) and/or date(s) as Reabold and Corallian may agree to in writing but not later than the Longstop Date). A further announcement regarding the result of the Offer will be made in due course.
Victory Operational Update
A letter of intent has been signed for an environmental survey planned for July 2021. The size and scope of this survey has been defined, and completion of the survey, the associated Environmental Impact Assessment and ultimately the Environmental Statement constitute important requirements for the Field Development Plan ("FDP") submission.
The work associated with the FDP is intended to de-risk the project to the point where the planned liquidity event for Corallian shareholders can take place, expected by early 2022.
Corallian also continues to progress the other projects in its portfolio, including in the West of Shetland (Laxford discovery and Scourie prospect in Licence P2605, and the Sandvoe prospect in Licence P2493), the Viking Graben (Unst and Quoys prospects in Licence P2464, and the Oulton discovery in Licence P2504), the Inner Moray Firth (Dunrobin and Golspie prospects in Licence P2478) and in the Central Graben (Curlew-A discovery in Licence P2396).
The Company will continue to update the market as appropriate.
Stephen Williams, Co-CEO of Reabold, commented:
"We see Victory as not only adding significant value to Reabold, but also as one of the lowest risk development projects offered in the 32nd Round and one of the best remaining undeveloped assets in the UK Continental Shelf. The Victory development is likely to be relatively simple as it can utilise nearby existing infrastructure, in particular that of the Greater Laggan Area operated by Total, and as such offers a fast-tracked timeline to production."
() Estimated by Corallian at 50p/therm gas at a 10% discount rate
For the year ended 31 October 2019, Corallian's unaudited accounts reported a loss of £7,161,415 and, as at 31 October 2019, reported net assets of £1,974,480.