Continental Focus, International Reach

San Leon Talks Corporate

Wednesday, September 13, 2017

San Leon issued a number of corporate updates recently including the undertaking of a review of its procedures. The company said that it, in conjunction with its partners, will undertake a corporate governance review of its procedures given the delay in the production of the 2016 annual report and accounts, and also confirms that it is commencing a search for a new independent non-executive director.

The preparation of San Leon’s accounts to December 31, 2016 required accounting information from Eroton up through intermediary companies in order to prepare consolidated accounts for Midwestern Leon Petroleum Ltd. (MLPL). This is a process which took far longer than originally envisaged.
The company would seek to clarify that the 45-day period that China Great United Petroleum (Holding) Ltd. (China Great United) requested for due diligence has now passed. No formal offer has been received to date. San Leon anticipates an update from China Great United in the near-term and will update shareholders in due course.
In accordance with the terms of the instrument for the $174.5 million secured loan notes issued by MLPL and held by San Leon, approximately $77.7 million of loan principal and interest payments are currently scheduled for payment to San Leon. To date, San Leon has received approx. $18.5 million from MLPL which have been applied in satisfaction of principal and accrued interest on the Loan Notes.

Under the Avobone Arbitration Award, the Group has to pay Avobone €8,000,000 by October 2017 and €6,694,840 by November 2017. Since May 21, €8,125,000 has been paid to Avobone.

As at today’s date, the Company has cash at bank of approx. €956,000. The Group also has well established loan relationships with various parties in addition to committed financing facilities in place which may be required to help fulfil the Group’s immediate cash flow requirements in the period from September 2017 to December 2018 in the event that the advance of the cash inflows from OML 18, which are forecast to flow to the Group on a quarterly basis, are delayed. The facilities which may be available are as follows:

  • A Fixed Schedule Equity Funding Agreement (FSEFA) between the Company and YA Global Master SPV provides the Group with a debt facility of £15 million accessible over a 30 month period from 21 May 2015 until 21 November 2017. YA Global has indicated that it may be prepared to extend the term of the FSEFA for a further period but there can be no guarantee of this.
  • A facility of up to €20 million which may be available in two tranches from a UK-based institution for an 18 month period until the end of 2018 in the event that the Company should require additional working capital. Whilst the Company has agreed the terms and conditions applicable to this facility, should the Company wish to avail itself of this facility there can be no guarantee of this.

The directors have assumed that additional loan facilities of €12 million will be obtained in October 2017 and a further €7 million will be obtained in November 2017 to meet the Group’s payment commitments.

Following the increase in the issued share capital announced on June 22, Amara Equity Invest S.A. which remains beneficially interested in 31,743,589 ordinary shares in San Leon which now represents 6.96% of the issued share capital of the company (as opposed to the previously notified 7.05%).

In addition, the company saw its shares resume trading in London on AIM on September 11.