Share Name Share Symbol Market Type Share ISIN Share Description
Parkmead Group (the) Plc LSE:PMG London Ordinary Share GB00BGCYZL73 ORD 1.5P
  Price Change % Change Share Price Shares Traded Last Trade
  0.00 0.0% 38.45 0.00 01:00:00
Bid Price Offer Price High Price Low Price Open Price
38.00 38.90 0.00 0.00 0.00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Oil & Gas Producers 7.02 -5.89 -7.22 38
Last Trade Time Trade Type Trade Size Trade Price Currency
- O 0 0.00 GBX

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Date Time Title Posts
15/10/201917:51PMG, anyone heard of it??10,055
16/8/201807:26Independent tips Parkmead Group at 50p1,808
29/5/201618:06PC MEDICS. A scary bet.49
11/2/201520:41Parkmead Group - An 'Accelerated Dana Petroleum'?197
18/11/201110:46*** PMG - Tom Cross walks on water ! ***15

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2019-10-15 15:26:0438.004,8001,824.00AT
2019-10-15 15:25:5938.005,0001,900.00O
2019-10-15 14:18:4838.001,115423.70O
2019-10-15 14:12:0838.691,550599.70O
2019-10-15 14:00:0338.681,115431.23O
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Parkmead (PMG) Top Chat Posts

DateSubject
15/10/2019
09:20
Parkmead Daily Update: Parkmead Group (the) Plc is listed in the Oil & Gas Producers sector of the London Stock Exchange with ticker PMG. The last closing price for Parkmead was 38.45p.
Parkmead Group (the) Plc has a 4 week average price of 33.10p and a 12 week average price of 33.10p.
The 1 year high share price is 74.80p while the 1 year low share price is currently 33.10p.
There are currently 98,929,160 shares in issue and the average daily traded volume is 373,830 shares. The market capitalisation of Parkmead Group (the) Plc is £38,038,262.02.
01/10/2019
07:44
mallorca 9: Polar Capital appear to have stopped selling indicating that they are reducing their stake rather than selling out completely. Makes sense given that the share price is at a 3 year low. Heading off with Mrs Mallorca later today for 16 days of sunshine and chilling time - flying to Palma PM.. Will log in occasionally whilst there and hope to see a share price recovery ahead of the 2018/19 results. Revenue prediction circa £10m, and still in profit. Hopefully some encouraging words re Scott / GPA and confirmation of Platypus 1st production. Exploration in Netherlands would be great. I've a little feeling too that Tom may include plans for renewables development.
26/9/2019
14:03
cyan: At one time Tom CROSS was seen as an asset; the man from Dana who would replicate past successes for Parkmead Group shareholders. The shine has come off his reputation after detailed examinations of TWO recent related party transactions. Related party transactions tend to arouse concerns as to whether the general shareholders best interests are placed second. For me the genesis for the wheel coming off the cart was when TIPPERTY Farm came on the market in MAY 2017. In my opinion the £2.9m provided to Energy Management Associates Ltd (EMAL) on 27th July 2017 was linked to personal ambitions. The reasoning presented to the public was finally RNS'd on 22nd March 2018; "The Parkmead Group plc has been granted an exclusive option to join Energy Management Associates Limited in new ventures being evaluated by the company, including, inter alia, potential opportunities relating to renewable energies." Here are FOUR irrefutable facts; EMAL's sole directors are T & L CROSS That by 22nd March 2018 the whole £2.9 million "credit facility" was drawn down. That by 31st May 2018; at the latest; £2,865,272 was repaid to " T & L CROSS" by EMAL In the two years the £2,9 million facility was to last; NO joint ventures with EMAL emerged. There is no logic in a company seeking such a large credit facility without having a necessity; a plan. The evidence to me is clear; on the balance of probabilities; the £2.9 million was to enable T & L CROSS to be repaid and use cash for their own personal objectives. These circumstances are most unsatisfactory. IMO PMG’s money was, in effect, a disguised soft loan to a director. The £2,585,156 that L CROSS loaned to PITREADIE Farm Ltd and the subsequent purchase of TIPPERTY Farm on 9th March 2018 raises a reasonable question; was the capital sourced from the £2.865,272 "repaid" by EMAL? Then we have to consider the acquisition by Parkmead Group of the then enlarged Pitreadie Farm ltd; YET ANOTHER related party transaction. Remember; L CROSS interest in this company was 75% On 30th August 2019 PMG RNS'd their acquisition of Pitreadie Farm Ltd. We have already examined in depth the presented investment case and I think its fair to say that the market was not convinced the deal was in shareholders best interest. For me the reasoning was flimsy based on " potential”; the hope planning permissions would be received. . PMG effectively raised "the best interest of shareholders" question with this line in the 30.8.2019 RNS; "There is an active market for land assets in Scotland, particularly those with renewable energy potential." So; in the "active market" PMG just happened to choose a land asset with "potential" L CROSS had a 75% interest in. Shareholders were expected to accept on trust that a proper due diligence was conducted; that other land assets were considered; that it was in the best interest of shareholders; that Pitreadie Farm Ltd was chosen on its merits alone, completely uninfluenced by CROSS family interest. I am afraid I just do not believe that. It fails my sniff test. And then we have to consider the extension of EMAL's loan for a further two years announced on 26th July 2019; This, in effect, a third related party transaction. The grounds for extension were that day RNS'd " By providing this facility, Parkmead benefits from an exclusive arrangement to join EMAL in new ventures being evaluated by the Company, including inter alia potential opportunities relating to renewable energies. The Loan will continue to bear a fixed interest rate of 2.5 per cent per annum, payable to Parkmead." This was the reasoning originally put forward in July 2017 Trouble is that there had not been any joint ventures with EMAL in the previous two years. PMG's capital has now been tied up in this soft loan for another 2 years. The loan should never have been extended. Were the interests of Mr & Mrs CROSS considered above of the BEST interests of PMG shareholders? The PMG decision makers should have challenged EMAL (sole directors T & L CROSS) The decision makers would have known that PMG’s cash was not used by EMAL for any purpose that advanced PMG shareholders best interest and that no new ventures were presented to PMG in the two years agreed. PMG entered into an exclusive arrangement with EMAL to join in new ventures; however cash was taken out of EMAL and PITREADIE Farm Ltd was enlarged after a personal injection of cash by L CROSS. The PMG decision makers should have asked the obvious question; was PMG’s cash used in this way and why? How could they logically agree to buying Pitreadie Farm Ltd AND extend the EMAL loan? If I were a decision maker I would have taken a very dim view of the conduct of T & L CROSS. Imo, solely based on the renewable “potentialR21; investment case; The decision makers should have refused to buy Pitreadie Farm Ltd; factor in the apparent self serving conduct of EMALs directors and you are left wondering WTF were decision makers thinking; how on Earth were these related party transactions in PMG’ shareholders best interest? The only people who have landed on their feet here are the CROSS’s and their concert party; They have lots of extra PMG shares; a larger percentage of the share capital and EMAL has a very soft loan to pay off. The BIG losers are other PMG shareholders who have seen their holdings diluted; the company loaded with £3.6m debt; £2.9 million capital tied up in a soft loan; an investment in FARMS with uncertain development potential and a collapse of confidence in PMG’s corporate governance. This has all caused the share price to collapse. Although its no comfort to other shareholders; the shenanigans did, in effect, shoot the CONCERT party in their metaphorical feet with the subsequent collapse in the share price What now?
13/9/2019
00:17
cyan: Maybe at the next meeting some shareholder might like to raise the "related party transactions" People should not be affraid to question the value of the 'related party transactions' ; to look at the details and surrounding circumstances. Its perfectly reasonable to query whether the related party dealings were in PMG's best interest. On 27th July 2017 We had PMG providing a £2.9 million credit facility (2.5% interest)to; ENERGY MANAGEMENT ASSOCIATES LIMITED I will refer to the company from now on as EMAL Lets consider the background to the deal. Company House has EMAL business description ; "Nature of business (SIC) 41100 - Development of building projects 41202 - Construction of domestic buildings 68100 - Buying and selling of own real estate" The company has THREE OFFICERS; Linda CROSS ; Secretary Thomas CROSS Director And again Linda CROSS Director. See here; hTTps://beta.companieshouse.gov.uk/company/SC144476/officers PMG justified the 2017 loan ;which was renewed after its two year term ,in these terms ; " By providing this facility, Parkmead benefits from an exclusive arrangement to join EMAL in new ventures being evaluated by the Company, including inter alia potential opportunities relating to renewable energies. " Questions; Couldn't EMAL get the cash elsewhere? What made EMAL an APPROPRIATE partner to advance PMG SHAREHOLDERS BEST interest?. Are there not numerous others PMG could have entered "exclusive arrangements" with.? I can see no evidence of PMG ever joining EMAL "in new ventures" Appears, imo, there was No justification for extending the loan this year.. So , just WHAT did EMAL need £2.9m for? Here are the clues ; By 31 May 2018 ; That's Within TEN MONTHS of the "credit facility" ;EMAL repaid £2,865,272 to 'the directors'.. Very close to that £2.9million figure PMG loaned to EMAL. A reminder; The directors are Tom and Linda CROSS Look at the EMAL accounts for y/e 31.5.2018 here; hTTps://beta.companieshouse.gov.uk/company/SC144476/filing-history we can read this; "During the current year, the company repaid the directors £2,865,272" So; PMG's £2.9 million cash GOES to EMAL and within 10 months ; we can see £2,.865,272 HAS LEFT EMAL and ends up back in the personal hands of EMAL's 'directors' Mr and Mrs CROSS So, its not unreasonable to conclude, on the balance of probabilities, that the PURPOSE of the £2.9 million loaned to EMAL was to allow EMAL to repay directors . Imo this does not look good. Imo, the deal did not substantially benefit PMG , but did benefit the directors( T & L CROSS); they could extract their cash to do other things with. That money came originally from PMG’s coffers via that "credit facility" to EMAL for ;“exclusive arrangement to join EMAL in new ventures” : NO suggestion that any cash would, a little later, go to the "directors". The EMAL related party transaction was NOT properly handled; it was not RNS’d in 2017 as it should have been; so PMG were in breach of AIM RULE 13 It was not mentioned in the results RNS dated 17.11.17; hTTps://uk.advfn.com/stock-market/london/parkmead-PMG/share-news/Parkmead-Group-The-PLC-Preliminary-Results-Stateme/76118039 It WAS mentioned on page 70 of the full 2017 accounts glossy document here; ; hTTps://www.parkmeadgroup.com/uploaded/financial/Annual_Report_2017.pdf PMG eventually fessed up to the rule breach on 22nd March 2018 here; hTTps://uk.advfn.com/stock-market/london/parkmead-PMG/share-news/Parkmead-Group-The-PLC-Further-re-related-party-tr/77013984 Now, lets look at the PITREADIE FARM LTD related party transaction ( L CROSS interest) I have seen this SAVILLS brochure for sale of TIPPERTY Farm dated MAY 2017 hTTps://media.onthemarket.com/properties/3816088/doc_1_0.pdf TIPERTY farm was originally on for offers over £3.8m and eventually sold for £4.852 million plus £303k costs total £5.155m; sale date 9th March 2018 TIPPERTY Farm became a major asset of PITREADIE Farm Ltd (L.CROSS 75% interest) In March (12th & 30Th) ;two £1.8 million loans were SECURED against assets seperately; PITREADIE Farm, and SEPERATELY ,TIPPERTY Farm,in the form of charges; total £3.6million. These loans were for ONLY 5 years and interest only. Rather short. So , lets look at values; PMG are buying Pitreadie farm Ltd for £ 8.5 million by issuing shares. They are taking on the £3.6 million loan debts. Looking at the accounts to 31st May 2018 we can find the value at that time; Total Assets less current liabilities was £7,940,884 However the total liabilities were listed as £8,199,310 These liabilities were principally cash L. CROSS had loaned and the £3.6 million Bank of Scotland loans. Subtracting the two left a negative value of -£258,426 We have to accept on trust the fact that PMG bought PITREADIE Farm Ltd because it was the BEST in all of Scotland on its own merits; that someone did do 'due dilligence' and were in no way influenced by the fact the property was 75% owned by L CROSS who had invested a huge sum of her own cash. It was just a coincidence that this loss making, heavily indebtted property belonged (75%) to PMG's bosses wife . But; Its not unreasonable to ask; aren't there hundreds of other farms with "potential" for Wind solar and biomass; with and without permissions?; so what made this one SO special; SO outstanding and in PMG SHAREHOLDERS best interest? I can not see any OUTSTANDING merit. I am sure PMG would be happy to confirm that they used due dilligence and considered many other potential assets. However In MY opinion this deal was rubbish, and we have CROSS family interest involved as was the case with the EMAL “Exclusive” "credit facility". Not impressed AT ALL with these two related party transactions. Perhaps PMG will reflect more ,in future, before any more controversial and complicated "related party transactions" are signed. The SHAREHOLDERS interest should always be the FIRST priority.
06/9/2019
09:35
mallorca 9: cyan / troy, In all honesty I think TC did what he did just so his wife wouldn't lose her £4.3m. I think that the justification given in the RNS is dishonest. Only positive for me is that she and Kevan Smith have only received payment in PMG shares. Bad because it diluted us, but maybe good because they have an incentive in the success of PMG and the appreciation of the share price. At the end of the day, we have a land asset which should at least hold it's value, plus it add's circa 5% to the Group revenue. Let's focus on O&G.
02/9/2019
14:08
typo56: If Tom Cross wants to make "his" company bid proof, why didn't he simply increase his shareholding in the normal way, by buying shares in the market? I'd have thought he could have rustled up £3m to acquire another 6% of the company. It would have helped to support the share price. Instead, Linda Cross has accepted 9.6m new shares in PMG as consideration for the £4.9m loan she'd extended to Pitreadie Farm. Why pay £4.9m to hold 25% of the company when you could have done it for £3m and not diluted the other shareholders by almost 10% in the process? It's not as if this is the only related party interest with companies owned by Tom and Linda. There's the £2.9m loan extended to Energy Management Associates Limited in July 2017. It was due to expire on or before 26 July this year, but has been extended for another two years. The reason given for this loan was that PMG "benefits from an exclusive arrangement to join EMAL in new ventures being evaluated by the Company". To date, how have PMG benefited? I can see how it benefited Tom and Linda because in the year ended 2018 Energy Management Associates Limited was able to repay £2,865,272 they'd advanced to the company. Effectively the loan PMG extended to Energy Management Associates Limited was used to repay Tom and Linda, although I don't recall that being mentioned at the time. Then there's the 10-year lease with Tilestamp Ltd at £284k per annum. Is that for 4 Queen's Terrace? Presumably the other directors must have more information than us, in order to consider that the related party transactions are “fair and reasonable insofar as the Company's shareholders were concerned." I understand the need for commercial confidentiality but it's a pity the ordinary shareholders can't be privy to some of this information as it would help prevent some of our wilder speculation!
30/8/2019
15:36
anley: Thanks KINWAH..........if there is value destruction it will be on the value of assets being taken over and reflected in subsequent share price performance. It does look to me to be an odd deal and is todays 7% fall in the share price fully justified? Back to asset values and a full disclosure by the board as to just what he and his board want to do.................that will be interesting as it seems that many shareholders on this BB are very anti the deal. For me I would like to buy but is Mr Cross and his team good enough - if we take the share price = NO........on the other hand he has built up his P/L account and is a cash flow business. That is what someone will look for. So what is a realistic T/O price and will TOM CROSS go quitely?
19/6/2019
21:24
robs12: ..and don't forget he has £11m invested in here, not including some 9m+ (in the money) options with exercise prices at 35p and 41p - include those and it's £12.6m invested. His 2018 salary was £509m. Very nice, but a return on his investment of 'only' 4%. A bit better than the bank I suppose... Do you really think he's happy with that - bearing in mind if he can get the share price to say £2 then he'll have some £52.6m invested. I suspect he's a lot more interested in increasing the share price to £2 than working for another 78 years pulling the same salary to get the same return (inflation, taxes etc not considered). Really think he's more interested in the cricket? Personally I believe his plan is get the share price somewhat higher than that in the next year or two, then sell out. He's 58 after all... franco filtered again..
01/4/2019
12:44
gersemi: It's freely available through Google search 1 April 2019 Multiple share price catalysts on Parkmead’s horizon I am not one for hyperbole, but the half-year results from Parkmead (PMG:57.5p), a small-cap oil and gas exploration and development company, led by 19 per cent shareholder, Tom Cross, the founder and former chief executive of Dana Petroleum, until its sale to the Korea National Oil Corporation in 2010, blew me away. Parkmead produces gas from a portfolio of four fields across the Netherlands, and holds oil and gas interests spanning 30 exploration and production blocks in the North Sea, several of which could prove transformational for shareholders this year. The company holds a 7.5 per cent stake in the Diever West gasfield in the Netherlands, which came on stream in November 2015, and averaged the equivalent of 5,340 barrels of oil equivalent per day (boepd) in its first six months. It has been exceeding expectations ever since, so much so that output in the latest six-month period surged by 54 per cent to 8,293 bopd. Moreover, dynamic reservoir monitoring suggests that it has 18.6m barrels of oil equivalent of gross gas-in-place, or 108bn cubic feet. That’s more than 2.5 times the original estimate. In addition to Diever West, Parkmead's low-cost onshore gas portfolio includes three other fields in the Netherlands, and the four fields in total have an average operating cost of just $12.3 (£9.50) per barrel of oil equivalent. So, with output surging, half-year gross profit of £3.84m on revenue of £5.3m almost matched that of the whole of the previous financial year, and produced a post-tax profit of £2.2m. Importantly, the company is now cash-flow positive on an operating basis and retains a robust balance sheet, which was buoyed post period-end by a £6.2m inflow following the recent takeover of Faroe Petroleum, a company in which Parkmead was a shareholder. As a result, net cash of £30m equates to more than half of Parkmead’s market capitalisation of £56m, implying that its Dutch gas operating assets and the 30 North Sea Licences are being incredibly lowly rated. That’s anomalous for several reasons, not least of which is that these licences include the Parkmead operated Polecat and Martin oil fields in the UK Central North Sea. These are located eight miles to the west of Blocks 20/5b & 21/1d in the Outer Moray Firth. I know the blocks well because Jersey Oil & Gas (JOG:224p), a UK North Sea-focused upstream oil and gas company and a constituent of my 2019 Bargain Share Portfolio, holds an 18 per cent interest in both licences. Bear this in mind, the result of an appraisal drilling programme on the flagship Verbier discovery in Block 20/5b is due to be announced in a few weeks' time. Initial operator estimates suggest gross recoverable resources associated with the Verbier discovery is between 25m and 130m barrels of oil equivalent (boe) with an estimated mean of 69mboe. The purpose of the appraisal well is to accurately determine the potential volume range in the discovery. The point being that there could be a very positive read across and valuation upside for Parkmead’s Polecat and Martin oil fields, given that they share many similarities with the Verbier discovery. It would obviously be good news for Jersey Oil & Gas shareholders, too. Progress on the commercialisation of multiple licenses Furthermore, Parkmead is making considerable progress on the Platypus gas field in the UK Southern North Sea, in which the company holds a 15 per cent equity stake alongside Dana Petroleum, the operator and 59 per cent stakeholder. Detailed development concept work has found that, by collaborating with other facilities in the area, a minimal platform concept can be adopted, substantially reducing development expenditure. In addition, the field’s gas reserves can now be recovered from two rather than three development wells. The joint-venture partnership holding the licence is working towards optimising the export route for Platypus ahead of an off-take agreement. Likely newsflow on the commercialisation of licences covering the Perth and Dolphin fields in the Moray Firth area, which contains very large oil fields including Piper, Claymore and Tartan, is another potential share price driver. Perth and Dolphin are two substantial Upper Jurassic Claymore sandstone accumulations that have tested 32°-38° API oil at production rates of up to 6,000 barrels of oil per day (bopd) per well. That’s worth noting, because Parkmead is in commercial discussions with the Scott field partnership, led by China National Offshore Oil Corporation, to explore terms of a sub-sea tie-back via the Scott platform located six miles away from Parkmead’s Greater Perth Area (GPA) oil hub. Parkmead is also holding discussions with a number of leading, international oil service companies. The point being that newsflow from either Verbier, the GPA project, further production gains in the Netherlands, or an off-take agreement for Platypus, all have scope to drive Parkmead’s share price significantly higher, and put a more realistic valuation on its 2P reserves of 46m barrels of oil equivalent (boe), and 2C reserves of 100.9m boe. This is not lost on investors, which is why Parkmead’s shares are up 55 per cent since I included them in my 2018 Bargain Shares Portfolio. However, I believe that they could double – or even treble in value – if the company commercialises either the Platypus or GPA project. The downside risk looks limited given cash backs up more than half Parkmead’s market capitalisation, and the profitable Dutch gas operations means that the company actually generates positive cash flow. Strong buy. -
26/11/2018
17:14
mallorca 9: FAROE PETROLEUM PLC ("FAROE") By DNO ASA ("DNO") Summary -- The Board of Directors of DNO ASA is pleased to announce the terms of an offer to be made by DNO for the whole of the issued and to be issued share capital of Faroe Petroleum plc (other than the 105,247,866 Faroe Shares already held by DNO, representing 28.22 percent of Faroe's issued share capital). -- The Offer will be 152 pence in cash for each Faroe Share, valuing Faroe's existing issued and to be issued share capital at approximately GBP607.9 million. -- Of the Offer value of approximately GBP443.8 million on a fully diluted basis, GBP402.6 million is attributable to the current issued share capital of Faroe (other than those Faroe Shares already held by DNO and the Faroe Employment Benefit Trust) and the balance GBP41.2 million is attributable to DNO's understanding of the number of outstanding share options and awards granted by Faroe to its directors, management and employees, representing approximately 7 percent dilution of Faroe's current issued share capital. -- The Offer Price represents a premium of 44.8 percent to Faroe's share price of 105 pence at the close of business on 3 April 2018, the last business day before DNO announced its first acquisition of shares in Faroe, and a premium of 20.8 percent to Faroe's share price of 125.8 pence at the close of business on 23 November 2018, the last business day before this announcement. -- Commenting on the Offer, Bijan Mossavar-Rahmani, Executive Chairman of DNO, said: "We are pleased now to engage directly with the Faroe shareholders with a proposed all-cash voluntary offer of 152 pence per share which represents a premium of 44.8 percent to the closing price of 105 pence on the day before DNO announced its first acquisition of Faroe shares last April, and a premium of 20.8 percent to the closing price of 125.8 pence last Friday. In the period between our first acquisition, triggering significant bid speculation, and this offer, the price of Brent crude has dropped 13 percent and oil and equity markets have entered a period of great uncertainty. For those shareholders who wish to exit, DNO is therefore offering a considerable premium. For those who wish to remain, there is no assurance of Faroe achieving its full value potential in a volatile commodity and financial markets environment as a relatively small scale, financially constrained UK-AIM listed company whose share price performance has remained stubbornly disappointing, with the very notable exception of short-term spikes following the sale of a particular large block of shares by one investor to another (most recently to DNO) and the attendant speculation about an impending takeover premium with each such transaction. We firmly believe that Faroe's assets, the substantial part of which are Norwegian, are better placed in the bosom of DNO, Norway's oldest independent oil and gas company, currently operating gross production of 125,000 barrels per day which compares with the 7,500 barrels of oil equivalent a day of gross production operated by Faroe. DNO's proven and probable reserves were nearly four times those of Faroe's as reported at 31 December 2017. Whether the offer achieves DNO's minimum acquisition target or the acquisition of all of Faroe's shares, we attach great importance to retaining the skills, knowledge and expertise of Faroe's operational management and employees. We intend to retain Faroe's Aberdeen head office and each of the other offices." This summary should be read in conjunction with, and is subject to, the full text of the attached announcement (including its Appendices). The Offer will be subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Offer Document. Appendix 2 contains the sources and bases of certain information contained in this summary and the following announcement. Appendix 3 contains the definitions of certain terms used in this summary and the following announcement. DNO ASA FAROE PETROLEUM PLC BY DNO ASA 1. Introduction The Board of Directors of DNO ASA is pleased to announce the terms of an offer to be made by DNO for the whole of the issued and to be issued share capital of Faroe Petroleum plc (other than the 105,247,866 Faroe Shares already held by DNO, representing 28.22 percent of Faroe's current issued share capital). 2. The Offer The Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Offer Document, will be made on the following basis: for each Faroe share 152 pence in cash The Offer values Faroe's existing issued and to be issued share capital at approximately GBP607.9 million. Of the Offer value of approximately GBP443.8 million on a fully diluted basis, GBP402.6 million is attributable to the current issued share capital of Faroe (other than those Faroe Shares already held by DNO and the Faroe Employment Benefit Trust) and the balance GBP41.2 million is attributable to DNO's understanding of the number of outstanding share options and awards granted by Faroe to its directors, management and employees, representing approximately 7 percent dilution of Faroe's current issued share capital. The Offer Price represents a premium of 44.8 percent to Faroe's share price of 105 pence at the close of business on 3 April 2018, the last business day before DNO announced its first acquisition of shares in Faroe, and a premium of 20.8 percent to Faroe's share price of 125.8 pence at the close of business on 23 November 2018, the last business day before this announcement. If, after the date of this announcement, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the Faroe Shares, DNO reserves the right to reduce the consideration payable under the terms of the Offer at such date by an amount equal to such dividend and/or distribution and/or return of capital. 3. Background to and reasons for the Offer DNO is Norway's oldest oil and gas exploration and production company with a strong Norwegian heritage and shareholder base. For the past ten years, DNO has successfully focussed on growing its international presence, anchored by the DNO-operated flagship Tawke and Peshkabir oilfields in the Kurdistan region of Iraq. DNO now ranks among the leading European listed independent oil and gas companies in reserves and production, with year end 2017 proven and probable (2P) reserves of 384.1 million barrels of oil equivalent (MMboe) on a company working interest (CWI) basis, plus 98.9 MMboe of CWI contingent (2C) resources. DNO's total operated production currently stands at around 125,000 barrels per day (gross). DNO is in the early phases of re-establishing its North Sea presence. After the acquisition of Origo Exploration Holding AS in 2017, DNO has rapidly built up its portfolio through new licence rounds and farm-ins (currently holding participating interests in 21 licences offshore Norway) and has commenced an ambitious exploration drilling campaign on its portfolio, targeting five wells per year. DNO's organic growth ambitions in Norway are complemented by its shareholding in Faroe. DNO acquired 28.7 percent of the shares in Faroe in April 2018. At the time, DNO expressed support for Faroe's management's North Sea strategy, as it has supported other upstream companies in which it has held or continues to hold strategic investments, including RAK Petroleum plc, Rocksource ASA, Det norske oljeselskap ASA and Panoro ASA, among others. These investments, when sizeable, have included board representation, as is common, even often expected, in the industry. DNO, by far the largest shareholder in Faroe, was deeply disappointed when its reasonable request last summer for board representation and constructive engagement with Faroe was summarily rebuffed. Moreover, there was a dilution of DNO's shareholding to 28.2 percent through the vesting of share awards in favour of Faroe directors and others. Based on DNO's assessment of publicly disclosed information, share awards and options representing an additional 7 percent or so dilution appear yet to be vested or exercised, which will further significantly dilute existing shareholders' interests in favour of Faroe directors and others. DNO has both publicly and privately raised its concerns about the corporate governance culture and shareholder value strategies at Faroe, but to no apparent avail in terms of substantive and timely actions. Against this backdrop, DNO has now decided proactively to address these concerns and protect its sizeable investment in Faroe by offering to acquire all the outstanding shares in Faroe that DNO does not already own.
01/9/2017
07:32
ghhghh: CLNR has stated they must raise cash by YE and likely to be equity raise. Hence they look in a very weak position. Agreed might make them a distressed takeover target but I wouldn't buy the equity now. Would rather try to get in on the equity raise which is more likely. My broker says he's been told that current fall in PMG share price linked to concern over the Athena abandonment liability? Evidently been some mention of this on Twitter? This was my principle concern and PMG have been pretty cagey about exactly what has happened? They have written off most of Athena's valuation but still maintain significant value? I assume they still view Athena as having value if incorporated into Perth hub, assuming higher oil price of course. Maybe partners just want to write off now but this means crystallising abandonment liability?
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