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ESP Brompton Energy Split Corp

4.29
0.00 (0.00%)
30 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Brompton Energy Split Corp TSX:ESP Toronto Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 4.29 4.06 4.29 0 01:00:00

Antrim Energy Inc. Announces Sale of UK Subsidiary

07/02/2014 11:00pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.

Antrim Energy Inc. ("Antrim" or "the Company") (TSX:AEN)(AIM:AEY), an
international oil and gas exploration and production company, today announced
that it has entered into an agreement (the "Agreement") with First Oil Expro
Limited ("FOE") pursuant to which, subject to the terms and conditions of the
Agreement, FOE has agreed to purchase from the Company (the "Transaction") all
of the issued and outstanding shares in the capital of Antrim's UK subsidiary,
Antrim Resources (N.I.) Limited ("ARNIL") for $53 million in cash, plus the
assumption of certain liabilities and adjusted working capital, from which
Antrim will settle on closing all outstanding obligations under its Payment and
Oil Swap agreements with Credit Suisse AG and Credit Suisse International,
(collectively, "CS"). Under terms of the Transaction the economic date is
January 1, 2014 and a $5 million deposit is to be received to be applied towards
the purchase price. Antrim will retain its interest in P077 Block 21/28a (the
"Fyne Licence") and P1875 Block 21/29d (the "Erne Licence"), as well as FEL 1-13
in the Porcupine Basin offshore Ireland. The Transaction is subject to customary
"fiduciary out" provisions, and is conditional upon, among other things, the
approval of Antrim shareholders and the receipt of applicable regulatory
approvals. The Agreement includes provision for payment of a Liquidated Damages
fee of $5.3 million under certain circumstances if the Transaction is not
completed. 


The Board of Directors of Antrim, after consultation with its financial and
legal advisors, has unanimously approved entering into the Agreement and will
recommend that Antrim shareholders approve the Transaction at a special meeting
of shareholders to be convened and held for the purpose of approving the
Transaction. Full details of the Transaction will be included in a management
information circular and related proxy materials (collectively, the "Circular")
to be mailed to Antrim shareholders in accordance with applicable securities
laws. Antrim expects to mail the Circular to Antrim shareholders prior to the
end of February 2014. 


The Board of Directors' recommendation follows an extensive process by the
Company to secure additional viable financing needed to meet higher than
expected capital costs to complete the Causeway development as well as meet its
ongoing Payment and Oil Swap obligations with CS. This process was hindered by
production interruptions caused by platform shutdowns and ongoing delays in
completion of the Causeway electric submersible pump ("ESP") and water injection
facilities. These delays further negatively impacted available cash balances as
hedged production volumes under the Oil Swap no longer matched actual production
volumes. While ESP and water injection facilities are now expected to be
operational by early Q2 2014, the operator has incurred further costs at
Causeway and the Company has ongoing debt financing and oil swap obligations,
which if not funded, could have resulted in the loss of the asset.  


Carlingford, a division of GFI Brokers Limited, advised and assisted Antrim in
connection with the evaluation of the Transaction as well as the Company's
assessment of alternative financing arrangements including but not limited to a
possible divestment of all or a part of Antrim's Causeway asset, the sale of all
or a portion of ARNIL, additional equity and debt refinancing. Antrim's legal
advisors are Burstall Winger LLP. 


Following the closing of the Transaction, Antrim expects to have approximately
$17 - $18 million in working capital and no debt. 


About Antrim 

Antrim Energy Inc. is a Canadian, Calgary based junior oil and gas exploration
and production company with assets in the UK North Sea and Ireland. Antrim is
listed on the Toronto Stock Exchange (AEN) and on the London Stock Exchange's
Alternative Investment Market (AEY). Visit www.antrimenergy.com for more
information. 


Forward-Looking and Cautionary Statements 

This press release contains certain forward-looking statements and
forward-looking information which are based on Antrim's internal reasonable
expectations, estimates, projections, assumptions and beliefs as at the date of
such statements or information. Forward-looking statements often, but not
always, are identified by the use of words such as "seek", "anticipate",
"believe", "plan", "estimate", "expect", "targeting", "forecast", "achieve" and
"intend" and statements that an event or result "may", "will", "should", "could"
or "might" occur or be achieved and other similar expressions. These statements
are not guarantees of future performance and involve known and unknown risks,
uncertainties, assumptions and other factors that may cause actual results or
events to differ materially from those anticipated in such forward-looking
statements and information. Antrim believes that the expectations reflected in
those forward-looking statements and information are reasonable but no assurance
can be given that these expectations will prove to be correct and such
forward-looking statements and information included in this press release and
any documents incorporated by reference herein should not be unduly relied upon.
Such forward-looking statements and information speak only as of the date of
this press release or the particular document incorporated by reference herein
and Antrim does not undertake any obligation to publicly update or revise any
forward-looking statements or information, except as required by applicable
laws.


In particular, this press release contains specific forward-looking statements
and information pertaining to the anticipated benefits of the Transaction to
Antrim and its shareholders, the financial position and business plans of the
Company following closing of the Transaction, the timing and anticipated receipt
of required regulatory and securityholder approvals for the transaction; the
ability of Antrim to satisfy the other conditions to, and to complete, the
Transaction; the anticipated timing of the mailing of the information circular
regarding the Transaction, the holding of the meeting of Antrim's shareholders
and the closing of the Transaction.


In respect of the forward-looking information and statements concerning the
anticipated benefits and completion of the proposed Transaction, Antrim has
provided such in reliance on certain assumptions that it believes are reasonable
at this time, including assumptions as to the time required to prepare and mail
securityholder meeting materials, the ability of Antrim to receive, in a timely
manner, the necessary government, regulatory, securityholder, and other third
party approvals; the ability of Antrim to satisfy, in a timely manner, the other
conditions to the closing of the Transaction; and expectations and assumptions
concerning, among other things: commodity prices and interest; capital
efficiencies and cost-savings; anticipated cash position of the Company
following the Transaction; applicable tax laws; the sufficiency of budgeted
capital expenditures in carrying out planned activities; the continued
availability of capital at attractive prices to fund future capital requirements
relating to existing or future assets and projects; the success of growth
projects; future operating costs and the availability and cost of drilling
services. In respect to these assumptions, the reader is cautioned that
assumptions used in the preparation of such information may prove to be
incorrect. Accordingly, readers should not place undue reliance on the
forward-looking information and statements contained in this press release. 


Since forward-looking information and statements address future events and
conditions, by their very nature they involve inherent risks and uncertainties.
Actual results could differ materially from those currently anticipated due to a
number of factors and risks. These include, but are not limited to the risks
associated with the exploration for and development of oil and natural gas
resources such as: operational risks; delays or changes in plans with respect to
growth projects or capital expenditures; costs and expenses; health, safety and
environmental risks; commodity price, interest rate and exchange rate
fluctuations; Antrim's success at acquisition, exploitation and development of
reserves, changes in general economic, market and business conditions in Canada,
North America, the United Kingdom, Europe and worldwide; competition; failure to
realize the anticipated benefits of the Transaction, ability to access
sufficient capital from internal and external sources; and changes in
legislation, including but not limited to tax laws and environmental
regulations. Risks and uncertainties inherent in the nature of the Transaction
include the failure of Antrim to obtain necessary securityholder, government,
regulatory, and other third party approvals, or to otherwise satisfy the
conditions to the Transaction, in a timely manner, or at all. Failure to so
obtain such approvals, or the failure of Antrim to otherwise satisfy the
conditions to the Transaction, may result in the Transaction not being completed
on the proposed terms, or at all.


Many of these risk factors, other specific risks, uncertainties and material
assumptions are discussed in further detail throughout this press release and in
Antrim's Annual Information Form for the year ended December 31, 2012. Readers
are specifically referred to the risk factors described in Antrim's MD&A under
"Risk Factors" and in other documents Antrim files from time to time with
securities regulatory authorities. Copies of these documents are available
without charge from Antrim or electronically on the internet on Antrim's SEDAR
profile at www.sedar.com. Readers are cautioned that this list of risk factors
should not be construed as exhaustive.


In accordance with AIM guidelines, Mr. Kerry Fulton, P. Eng and Vice President,
Operations for Antrim, is the qualified person that has reviewed the technical
information contained in this press release. Mr. Fulton has over 35 years
operating experience in the upstream oil and gas industry.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Antrim Energy Inc.
Stephen Greer
President & CEO
+ 1 403 264-5111
greer@antrimenergy.com


Antrim Energy Inc.
Anthony Potter
Chief Financial Officer
+ 1 403 264-5111
potter@antrimenergy.com


RFC Ambrian Limited
Sarah Wharry
+44 (0) 20 3440 6800


Buchanan
Tim Thompson/Tom Hufton
+44 (0) 20 7466 5000
antrim@buchanan.uk.com

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