Continental Focus, International Reach

Maurel & Prom to Acquire Tanzanian Player Wentworth Resources

Tuesday, December 6, 2022

AIM-listed Wentworth Resources and Maurel & Prom (M&P) have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Wentworth by M&P. The combined company would expand M&P’s holdings in Tanzania, specifically in Mnazi Bay where it already has operated interests.

Wentworth‘s primary asset is the Mnazi Bay concession where it began production in 2004 and holds a non-operated participation interest of 31.94% for production and 39.925% for exploration, respectively. As the majority owner and operator of the Mnazi Bay gas asset, M&P is familiar with and has a good understanding of the value of the Mnazi Bay asset and accordingly of Wentworth. As partners in the asset, M&P and Wentworth have an existing relationship which extends over a number of years.

In a reverse takeover, Artumas Group acquired Wentworth in July 2010 and saw the name change back to Wentworth Resources in September 2010. Artumas was an early player in Tanzania and the combined company went on to build a strong portfolio in Tanzania.

The acquisition will provide Wentworth Shareholders with an immediate upfront realization of value in cash for their Wentworth Shares at a substantial premium to the market price, and an opportunity to realize this value despite the limited liquidity in Wentworth Shares. As M&P is a partner and the operator of the Mnazi Bay asset with existing in-country relationships this is expected to facilitate a timely implementation of the Acquisition and a smooth continuation of operations.

Accordingly, the Wentworth Directors intend to recommend unanimously that Wentworth Shareholders vote in favor of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Wentworth Directors have irrevocably undertaken to do in respect of their own holdings of Wentworth Shares, representing approximately 0.26 percent. of Wentworth’s issued share capital (excluding Treasury Shares) as of December 2, 2022 (being the last business day prior to the date of this announcement).

Olivier de Langavant, Chief Executive Officer of M&P said: “As the operator of the Mnazi Bay gas field, increasing our stake through the acquisition of Wentworth is a logical step and reflects our stated strategy of maximizing value from existing assets.  Mnazi Bay is an important project to M&P and we look forward to ensuring it continues to make a positive impact, helping Tanzania meet its increasing energy demands and enabling local development.  We are pleased to have agreed a fair value with Wentworth and will provide further updates on the acquisition process in due course.”

Tim Bushell, Chairman of Wentworth, said: “The Board of Wentworth is pleased to recommend the acquisition by M&P which represents a substantial premium to Wentworth’s prevailing share price and offers an opportunity for our shareholders to realize this value in the near term for cash.

“Wentworth has created significant value for shareholders over recent years through share price appreciation alongside substantial capital return from both dividends and share buybacks. Having pursued the Company’s stated strategy of further growth in Tanzania in recent years, the Board believes the offer from M&P delivers immediate value to our shareholders at an opportune time.

“M&P is the operator and majority owner of our sole asset, Mnazi Bay, and this is a logical combination that we believe is in the best interests of our shareholders, wider stakeholders and of Tanzania.  Wentworth will now work with its in-country stakeholders to assist M&P to achieve the required regulatory approvals in a timely manner and deliver this compelling outcome for our shareholders.”


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