San Leon, the independent oil and gas production, development and exploration company focused on Nigeria, provides the following update regarding the outstanding loan notes due from Midwestern Leon Petroleum Limited ("MLPL") (the "Loan Notes").
Further to the announcement on 2 November 2021, San Leon has agreed with MLPL, Midwestern and Martwestern to a further extension of the Conditional Payment Waiver in relation to the payment of approximately US$32 million that was originally due on 5 July 2021 to the end of December 2021 or, if sooner, the termination of discussions or the signing of an agreement to effect the Potential Transaction, as defined below (but otherwise on the same terms as announced on 7 July 2021), which includes a further waiver on the same terms of Midwestern's obligations to make payment on 30 September 2021 of an amount equal to approximately US$30 million (collectively the "Extended Conditional Payment Waiver"). The sums to which the Extended Conditional Payment Waiver relates (and those falling due within 30 days after the expiry of the Extended Conditional Payment Waiver) will be payable 90 days after such expiry, save for, inter alia, if there is an event of default.
As previously announced by San Leon, during the course of this year San Leon was due to receive the final repayments of the Loan Notes which total over US$98 million. The repayments are due in three instalments, commencing in July 2021 and completing by December 2021.
MLPL is part of the structure through which San Leon holds its current 10.58% indirect economic interest in OML 18. San Leon currently has a 40% equity interest in MLPL with the remaining interest in MLPL being owned by Midwestern Oil and Gas Company Limited ("Midwestern"). Midwestern is also the guarantor of the Loan Notes. MLPL has a 100% equity investment in Martwestern Energy Limited ("Martwestern"), which in turn has a 98% economic interest in Eroton Exploration and Production Company Limited ("Eroton"), which currently holds a 27% working interest in OML 18 and is its operator.
On 24 June 2021, San Leon announced that, inter alia, the Company was in preliminary discussions with Midwestern in relation to a transaction to reorganize Midwestern's holdings in the Company and MLPL into a single holding in the Company, through the transfer to the Company of the 60% equity interest in MLPL that it does not currently own (the "Potential Transaction"). It was also announced that it is expected that, inter alia, as part of the Potential Transaction, the amounts owed to San Leon by MLPL pursuant to the Loan Notes will be taken into account in the overall structure and eliminated from the resulting structure.
On 7 July 2021, San Leon agreed with MLPL, Midwestern and Martwestern to a conditional payment waiver in respect of the repayment of approximately US$32 million of MLPL's Loan Notes and interest that fell due on 5 July (the "Conditional Payment Waiver"). As part of the terms to the agreement, the Conditional Payment Waiver was to expire at the end of August 2021 or, if sooner, the termination of discussions or the signing of an agreement to effect the Potential Transaction, and interest will accrue on this installment of the Loan Notes over this period. The sums to which the Conditional Payment Waiver relates (and those falling due within 30 days after the expiry of the Conditional Payment Waiver) will be payable 90 days after such expiry, save for, inter alia, if there is an event of default. On 20 September 2021, the Conditional Payment Waiver was extended to expire on 30 September 2021 and an additional waiver on the same terms of Midwestern's obligations to make payment on 30 September 2021 of an amount equal to approximately US$30 million was also included. This Conditional Payment Waiver was subsequently extended on 1 October 2021 to expire on 31 October 2021 and most recently further extended on 2 November 2021 to expire on the end of November 2021 under the same terms as announced on 7 July 2021.
Related party transaction disclosure
Midwestern and MLPL are related parties of the Company for the purposes of the AIM Rules by virtue of Midwestern holding more than 10% of the existing Ordinary Shares in the Company and the level of Midwestern's current interest in MLPL. The Extended Conditional Payment Waiver is therefore a related party transaction under the AIM Rules. The Directors of San Leon (excluding Adekolapo Ademola who is not considered to be independent as he is a representative of Midwestern on the Company's board) consider, having consulted with the Company's nominated adviser, Allenby Capital Limited, that the terms of the Extended Conditional Payment Waiver are fair and reasonable insofar as the Company's shareholders are concerned.