SEPLAT, an indigenous independent oil and gas company incorporated and operating in Nigeria with a strategic focus on Nigeria, announced on 11 March 2014 its intention to proceed with an initial public offer of its Ordinary Shares (the “Global Offer”). SEPLAT intends to apply for admission of its Ordinary Shares to the standard listing segment of the Official List of the FCA and to trading on the LSE’s main market and to the Official Trading List of the NSE. The Company today announces the indicative price range for the Global Offer and its intention to publish, later today, its pathfinder prospectus. Upon listing, SEPLAT will be the first Nigerian company to have its ordinary shares dual listed on both the LSE and the NSE.
• The indicative price range for the Global Offer has been set at 195 pence to 255 pence per Ordinary Share for shares to be traded on the LSE’s main market and NGN 535 to NGN 700 per Ordinary Share for shares to be listed on the Official Trading List of the NSE
• The Global Offer will be effected by means of (i) an offering of Ordinary Shares (a) to qualified investors in certain Member States, including to certain institutional investors in the United Kingdom and elsewhere outside the United States and (b) in the United States to QIBs in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act (the ‘‘International Offering’’); and (ii) an offering of Ordinary Shares to Qualified Institutional Investors and High Networth Investors as defined in Rule 321 of the Nigerian SEC Rules
• The Global Offer shall comprise a base offering (the “Base Offer”) and an over-allotment option (the “Over- allotment Option”) consisting of new shares to be issued by the Company
• The Base Offer shall seek to raise gross proceeds of approximately US$500 million, equivalent to £300.9 million and NGN 82.5 billion
• The Over-allotment Option shall represent 15% of the final amount allocated to the International Offering in the Base Offer. The Over-allotment Option shall be exercisable for a period of 30 calendar days from the announcement date of the final pricing of the Global Offer, expected on or about 9 April 2014
• The net proceeds of the Global Offer will primarily be used to acquire and develop new acquisitions, and/or pay down any additional debt raised in connection therewith, of both onshore and shallow offshore acreages, assets and joint venture farm-ins. Approximately US$48 million shall be used to pay down in full a shareholder loan from MPI S.A.
• Based on the mid-point of the price range of the Global Offer, SEPLAT’s implied market capitalisation at Admission, after the new money raised in the Base Offer but before any proceeds from the Over-allotment Option, would be approximately £1,200.9 million, equivalent to US$ 1,995.5 million and NGN 329.5 billion
• Institutional bookbuilding will commence today with the publication of the pathfinder prospectus
• The announcement of the final pricing of the Global Offer and the commencement of conditional dealings in the Ordinary Shares on the LSE are expected to occur on or around Wednesday 9 April 2014 at 8am (London and Lagos time) under the ticker symbol “SEPL”
• Admission of the Ordinary Shares to the Official Trading List of the NSE, under the ticker symbol “SEPLAT”, to the Official List of the FCA and to trading on the main market for listed securities of the LSE and the commencement of unconditional dealings are expected to take place on or around Monday 14 April 2014
BNP Paribas and Standard Bank plc are acting as joint global co-ordinators and joint bookrunners and Renaissance Securities (Cyprus) Limited, Citigroup Global Markets Limited and RBC Capital Markets are acting as joint bookrunners (together the “Joint Bookrunners”). Renaissance Securities (Nigeria) Limited and Stanbic IBTC Capital Limited, have been appointed as Nigerian joint issuing houses in relation to the Nigerian Offering. Standard Bank is acting as Stabilising Manager. All calculations above used the exchange rates on 27 March 2014 at close of markets in London, being GBP1.00 : US$1.6617 based on the GBP / US$ spot price quoted by Bloomberg and US$1.00 : NGN164.99 based on the Nigerian Inter-Bank Foreign Exchange Rate (“NIFEX”).
SEPLAT is an independent oil and gas exploration and Production Company incorporated and operating in Nigeria with strategic focus on Nigeria. In July 2010, it acquired a 45% participating interest in, and was appointed operator of, three on-shore producing oil and gas leases located in the western Niger Delta basin of Edo and Delta states (OMLs 4, 38 and 41) which include the Oben, Ovhor, Sapele, Okporhuru and Amukpe fields.
SEPLAT was the first indigenous oil company to acquire such assets and be awarded operatorship.
Since SEPLAT commenced production in 2010, the company has increased oil and gas production in each year of operation. Today, SEPLAT has become a leading indigenous independent oil and gas operator in Nigeria. The company’s production and reserves has increased year-on-year and revenues and net profit have grown each year since it commenced operations.
From a gross operated oil production of 14,000 barrels per day at inception, the company has maintained a remarkable production growth trajectory, rising to current gross production from operated assets is circa 60 Mbopd. The total working interest production in 2013 was 8.4 MMbbls, representing a 56% increase from the 5.4 MMbbls achieved in 2012.
On 1 June 2013, SEPLAT (through its wholly owned subsidiary) entered into an agreement with Pillar Oil to acquire a 40%, participating interest in the Umuseti/Igbuku Fields. The Umuseti Field is currently producing circa. 2,500bopd with net share to Seplat of 1,000bopd. These provide a strong platform for significant potential growth