UK-based independent explorer Premier Oil's share value surged 100% this morning after trading recommenced following a two-week suspension.
On 13 January 2016, Premier announced that it had agreed to acquire the whole of E.ON's UK North Sea assets for a net consideration of US$120 million plus completion adjustments. The proposed acquisition, which will be funded from existing cash resources, adds immediate cash generative production, realizes tax synergies on Premier’s current c.$3.5 billion UK tax loss position and is accretive to lending covenants.
On announcement of the transaction, Premier’s ordinary shares and public bonds were suspended from trading on the London Stock Exchange at the company’s request. The aggregate of the consideration and the expected completion adjustment was, at that time, sufficient to classify the transaction as a reverse takeover under the listing rules.
Premier and E.ON have now agreed to reduce the completion adjustment to $15 million and the aggregate consideration for the transaction payable by Premier to $135 million. This is a result of an increase of the dividend paid to E.ON prior to completion. The sale and purchase agreement has been amended to reflect the revised agreement.
On the basis of this lower aggregate consideration, the acquisition has been classified as a Class 1 transaction. We have requested that Premier’s ordinary shares and 5% listed bonds resume trading on the London Stock Exchange from 7:30 a.m. on Monday 1 February 2016.
As a Class 1 transaction, the proposed acquisition will be subject to approval by Premier’s shareholders. Premier intends to publish a shareholder circular and notice of meeting in due course, with a shareholder vote to follow during March/April. The proposed acquisition is also subject to the approval of Premier’s US Private Placement shareholders and lending banks.
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