Andes Energia Share Discussion Threads

[bc4] 18/8/2017 17:22

could be on the move

[kingkev2] 27/7/2017 05:30

https://www.energyvoice.com/oilandgas/145560/phoenix-swoop-argentinas-oil-reserves-led-sir-michael-rake/

[kaseros1977] 26/7/2017 23:08

hxxps://www.cronista.com/negocios/Andes-Energia-se-fusiono-con-Mercuria-e-invertiran-us-160-millones-en-Vaca-Muerta-20170725-0002.html

[kaseros1977] 26/7/2017 18:29

BY FER Quinodoz:

I tried in this humble contribution, to translate the most meaningful paragraphs of the Admission document, with some completely subjective clarification from my (limited) knowledge and experiences.
1- …. "The Company today announced the conditional combination with Trefoil Holdings to be realized through the acquisition of the total issued share capital of Trefoil Holdings as consideration for the issue of the Payment Shares, Deferred Payment Shares, Mercuria Warrants and the rights to Be issued the Shares per Amount traded in favor of Upstream Capital, a subsidiary of Mercuria EG ". "The Payment Shares to be issued to Upstream Capital will represent 75.38% of the Capital Stock and the existing Andes Shareholders will hold 24.62%. After the completion of the Transaction, the Mercuria Group will own approximately 78% of the Capital Stock (including the existing Mercuria Group stake in the Andes and the Shares of the Shares) and the existing Andes Shareholders (excluding the Mercuria Group ) Will hold approximately 22%. " "Trefoil Holdings owns, through its subsidiaries, 99.99% of the shares in PETSA, an Argentine company that owns oil and gas exploration and production assets in the provinces of Mendoza, Santa Cruz and Tierra del Fuego in Argentina"
There is therefore no "liquefaction" but an integration of the social capital of both companies. The share of each partner with respect to AEN is the same, it will be lower with respect to the new PGR Group obviously. In other post David Balansó shows very well the numbers between PETSA and AEN, the first being minimally 3 times the second. On the other hand there is also no "sale" of AEN to Mercuria, therefore the price of the stock after the merger will be decided by the Market and this is the most important regarding the sayings of several gurus who said that Mercuria was going to buy For 2 pesos AEN.
2- ... "Mercuria will also be entitled to convert up to 39,704,926 Ordinary Shares pursuant to the Convertible Loan Agreement (including accrued interest as of July 31, 2017). However, the Company has been obligated to cancel this loan in cash in full within 3 business days of receipt of the long-term advance provided by the Credit Agreement of Connective Capital and Work. "
In short the questioned loan is no longer a problem, and we already know that when it was taken the same was cooking the merger.

3- Sir Michael Rake (age 69) Chairman of the Board
Sir Michael is the Chairman of BT Group plc, President of Payment Processing Firm Worldpay Group plc, Director of S & P Global and President of Majid Al Futtaim Holdings LLC.
He was President of IWC from 2013 to 2015; Member of the Prime Minister's Trade Advisers Group from 2010 to 2015; Non-executive director of Barclays plc since 2008, becoming Deputy President from 2012 to 2015; Chairman of the Directive Control Committee, a private capital oversight group, from 2008 to 2013; President of EasyJet plc from 2010 to 2013; The first President of the UK Commission for Employment and Training from 2007 to 2010. He was Director of the Financial Information Council from 2008 to 2011 and President of Trade in the Community from 2004 to 2007.
From May 2002 to September 2007, Sir Michael was the International President of KPMG. Prior to his appointment as International President, he was President of KPMG in Europe and Senior Partner of KPMG in the United Kingdom.
Sir Michael received the Knight Award in 2007. In 2011 he received the British American Transatlantic Trade Award in the United Kingdom in recognition of his outstanding commercial leadership. In 2013, he received the Corporate Citizenship Award, was elected FTSE 100 non-executive director of the year and received recognition from the Professional College of Accountants of England and Wales [ICAEW] for his outstanding achievements.
Anuj Sharma (age 44) General Manager
Anuj has approximately 20 years of experience in the oil and gas industry and was appointed as general manager of Andes, without joining the board, in March 2017. Prior to that, he led the investments of Mercuria EG in Argentina. As director of the Argentine subsidiaries of Mercuria EG, he led Petrolera El Trebol SA, the oil and gas exploration and production company of the Mercuria group in Argentina, to success in its exploration and development, resulting in more than double Of the firm's production and reserves. Prior to that, he was vice president and director, generating investment opportunities for a $ 1 billion family office in Houston, United States.

Anuj has approximately 20 years of experience in the oil and gas industry and was appointed as general manager of Andes, without joining the board, in March 2017. Prior to that, he led the investments of Mercuria EG in Argentina. As director of the Argentine subsidiaries of Mercuria EG, he led Petrolera El Trebol SA, the oil and gas exploration and production company of the Mercuria group in Argentina, to success in its exploration and development, resulting in more than double Of the firm's production and reserves. Prior to that, he was vice president and director, generating investment opportunities for a $ 1 billion family office in Houston, United States. Anuj also held upstream asset management and portfolio management positions for a large commodity investment firm, making investments in the upstream oil and gas sector and running the non-conventional shale portfolio in the United States. He began his career in the oil and gas industry as an engineer at Schlumberger Oil Field Services. Anuj earned a degree in Electrical Engineering in India and an MBA from Duke University, USA, where he graduated with honors as a Fuqua researcher.
4- "Integra is the beneficiary of the fees payable under the Transaction Service Fee Agreement ...". "Integra has assisted in the concretion of the proposed Transaction and the negotiation of its terms. As consideration for these services, Integra will receive:
- a cash payment of GBP 4,164,440 to be made in three equal installments on the fifth day following the Completion of the Transaction, on 31 October 2017, 31 January 2018 and April 2018;

- a cash payment of GBP 4,164,440 to be paid six months after the Admission. The Company has the option to pay it in cash or to apply this amount in satisfaction of the issuance of new Common Shares at the issue price that is less than (i) the volume of the average price weighted per Ordinary Share for the period of 90 days after The Admission and (ii) 68 pence, subject to a base price of 33.5 pence per share. "
The 68 pence is the price that was in London before it leaked information and went to 70.25. This was fixed before it went out again to quote, the 33.5 pence is the base price put by the directors. It is not representative of what the Market prices to AEN or price to the future GPO. Example a bit gross so you do not be scared, BYMA offered 50 mango initially to the partners and the market came to price 188, now it is around 140.
5- Excision of Interoil: "The Board understands that the fact that the Company focuses only on the exploration and production of oil and gas in Argentina will be in the interests of the Andes Shareholders. Outside Argentina, the Company has interests in Colombia, which include the Interoil Shares and certain licenses in the Llanos Basin and the Valle Magdalena Medio Basin.
In accordance with this strategy, the Board proposes to transfer 513,598 Interoil Shares to the Andes Shareholders in the United States and to spin off the rest of the Interoil Shares currently held by Andes Interoil, a wholly-owned subsidiary of the Company, To be realized through a distribution in kind to the Andes Shareholders before the Completion of the Transaction
The Board has decided to propose the Excision of Interoil for the following reasons:
- will help the Company to focus on the exploration and production of oil and gas in Argentina alone; And will allow the Andes Shareholders listed in the Andes Register of Shares to the Interoil Clearing Registration Date to benefit from the value of the Interoil Shares prior to the Completion of the Transaction when their percentage ownership interest in the Company Is considerably diluted "
"In preparing the proposed Interoil Clearing, the Company has created Trustco, a trust company of Guernsey, and TrustCo has created GuernseyCo, a wholly-owned subsidiary of GuernseyCo.

The Interoil Excision will be implemented as follows:
- The Company will acquire the Interoil Shares by Andes Interoil at book value (that consideration would be outstanding as an intercompany balance);
- the Company will seek to reduce its share premium account by GBP 60 million pursuant to a capital reduction approved by a Court in accordance with the Companies Act;
- after such reduction, the Company will declare a provisional distribution in kind on the Ordinary Shares equivalent to the nominal value of the Interoil Shares held by the Company;
- The distribution in kind will be fulfilled through the transfer by the Company to GuernseyCo of the Interoil Shares. In exchange for this transfer, GuernseyCo will assign and issue GuernseyCo Exchangeable Shares to the Andes Shareholders who appear in the Andes Register at the time of the Interoil Clearing Record on the basis of a GuernseyCo Exchangeable Share for each Ordinary Share That they have at that moment. Once the Clearing of Interoil becomes effective, the holders of such GuernseyCo Exchangeable Shares will be entitled to receive one Interoil Share for every 36 GuernseyCo Exchangeable Shares redeemed (subject to adjustment). It is intended that GuernseyCo Exchangeable Shares remaining that have not been redeemed in the period after 6 months from the date of termination of the Interoil Clearing are sold and that the net proceeds are distributed to the holders of the GuernseyCo Exchangeable Shares on a pro rata basis. "
".. If a Stockholder of Exchangeable Shares of GuernseyCo does not elect to exercise this right, then the directors of GuernseyCo would be obliged to offer for sale the remaining number of Interoil Shares after the end of the Interchange Period. If it is a substantial number of Interoil Shares, it may affect the market value of the Interoil Shares and consequently reduce the amount a GuernseyCo Shares Shareholder would receive after the sale of the Interoil Shares.

Although the causes of Cleavage with Interoil are quite clear, and also the way to do it; I do not understand how it will be implemented with the minority shareholders of AEN in Argentina, that is to say as we will see reflected the exchangeable shares of GuernseyCo and then how it will be possible to make that rescue as Interoil is listed on the Oslo stock exchange and I doubt that anyone here is open An account in Norway. On the other hand, they clarify that at the time of the Excision no shareholder of AEN will receive cash. However, as clarified in the last paragraph if after the exchange period there are shareholders who did not exchange the shares of GuernseyCo for those of Interoil, the directors of GuernseyCo will do so and sell at the market price thereof, clarifying that it may be risky If they are many, since it would affect the price, taking into account that Interoil is not very liquid. If anyone understands more of this, I would appreciate it, since I have no experience in these operations.
6- The rest of the investor's risk points are those we already know: politicians, finding "dry wells", oil-gas price variation, license terms and obligations, etc.

[bc4] 26/7/2017 07:47

No not interested at all leave the BB to AEN

[letmepass] 25/7/2017 20:37

Evil doctor looking stupid now

[stuart14] 25/7/2017 15:43

Looking OK now!!

[evil_doctor_facilier] 25/7/2017 08:19

Looks like the Swiss have totally screwed the holders here in this related third party stitch up,
Andres holders get just 22% of the enlarged group valuing a company producing just 11k boepd and with just 63 million p2 reserves at a whopping 1.8 billion quid.
78% of the shares in non public hands????
The new groups EV/BOE/D and EV/2P is off the scale with its peers and the sector, illustrating the massive overvaluation when using 55p share prices and the existing equity only representing 22% of the total.
What independent directors would recommend this transaction? This deal even by their own (and i suggests inflated valuation)- values AEN shares in the listing document yesterday as worth just 33.5p a share, about half the value of the equity on the day of suspension.
Amazing!

Fair value at present i would suggest is nearer 10-15p using industry standard EV/BOE/D and EV/2P calculations

This looks like a smoke and mirrors way of taking over the company and paying the equivalent of 15p and a huge amount of spin and jam tomorrow instead of 70p hard cash today!!
aimho

[kingkev2] 09/7/2017 06:06

https://www.energyvoice.com/marketinfo/144050/top-oil-traders-bet-us-shale-stay/

[kaseros1977] 06/7/2017 15:42

According to the rules of the AIM, how long can a suspension last, they thought of claiming to be quoted again?

[stuart14] 06/7/2017 15:00

Mercuria in talks to take over Andes Energia Tuesday, Jul 04, 2017
Geneva-based oil and fuels trader Mercuria Energy Group has entered talks to take over Andes Energia, a small company with significant acreage in Argentina.

London-based Andes said on June 30 that the deal would constitute “a reverse takeover” of the company and result in a combination of its Argentine assets with Mercuria’s in the country, according to filings in the Buenos Aires and London stock exchanges, where its shares are traded.
Mercuria already owns 8.16% of Andes, making it the fourth-largest shareholder in the company.

The biggest shareholder with a 13.1% stake is Vetalir International, an offshore company owned by Jose Luis Manzano, an Argentine politician-turned-businessman with interests in the energy, media and wine industries. Manzano built Andes from scratch, and has expanded its asset portfolio throughout Argentina and further afield in Colombia and Paraguay.

In Argentina, Andes’ most profitable assets are in Mendoza and Neuquen, where the discovery of major shale and tight plays like Vaca Muerta has pushed up the asset prices. Andes says it has an estimated 250,000 net acres (1,012 square km) in Vaca Muerta, where state-run YPF is currently producing around 65,000 boepd from shale projects, with another 13 mcm per day of gas coming from several tight formations.

Andes picked up the licences mostly through tenders and it still must put many of them into production or risk having to return them to the state.
Mercuria has made loans to Andes to push ahead with these projects, and a reverse takeover could provide the additional funding to make this happen under new ownership.

Andes said that though discussions were under way, there was no guarantee a deal would be done.

Mercuria, established in 2004, has built up its own portfolio of upstream assets in Argentina. It owns the junior players Glacco and PETSA and has a majority stake in San Enrique, another small player.

[kaseros1977] 06/7/2017 13:23

Good morning sir, I am from Argentina and I would like to consult you if you have news about

[grantley] 29/6/2017 14:57

Cerrito - I almost sold yesterday, but are you saying the price has got ahead of itself? I'm questioning why AEN would allow a takeover at a lower price, though Mercuria have some hold with the credit facility.

[cerrito] 29/6/2017 14:45

Brantley, what would be argued is that given thin trading volumes the sprice is not a true one
Well done to those who stayed and did not sell out too early like me

[grantley] 29/6/2017 14:37

There are reports (FT.COM) that Swiss commodity house Mercuria is preparing to buy up the majority of the shares. They currently own 8% and gave them a $60m credit facility in March. The fairly recently appointed CEO at AEN is also Investment Manager for Mercuria energy investments in Argentina, according to the AEN website. What I found strange is that they are stating the plan to offer below the current share price....would a takeover not normally demand a higher price?

[bc4] 01/6/2017 16:06

Well don't AEN own 26% of Intertoil