ST. JULIANS, Malta, Nov. 13, 2018 (GLOBE NEWSWIRE) -- AOG Upstream B.V. (the “Acquiror”), an indirect wholly-owned subsidiary of The Addax and Oryx Group PLC (“AOG”), announces that it has acquired (the “Acquisition”), on November 12, 2018, ownership and control of an additional 23,051,817 common shares (“Common Shares”) from treasury of Oryx Petroleum Corporation Limited (the “Issuer”), representing approximately 4.8% of the issued and outstanding Common Shares prior to giving effect to the issuance, for aggregate consideration of the US dollar equivalent of CAD$5,283,476.46 (CAD$0.2292 per Common Share) (converted in US dollars based on the Bank of Canada CAD:USD November 5 to November 9, 2018 average exchange rate of 1:0.7617).
Effective November 13, 2018, AOG International Holdings Limited (the “Lender”), a wholly-owned subsidiary of AOG and an affiliate of the Acquiror, and Oryx Petroleum Middle East Limited (the “Borrower”), a wholly-owned subsidiary of the Issuer, entered into a letter agreement (the “Amendment Letter”) amending certain terms of the loan agreement (the “Loan Agreement”) dated March 11, 2015 between the Lender and the Borrower, as amended, including extending the maturity date thereof. In consideration for the Lender entering into the Amendment Letter and agreeing to extend the maturity date, the Borrower agreed to cause the Issuer to issue to the Acquiror (i) 3,637,262 Common Share purchase warrants (the “Warrants”), to be issued no later than November 30, 2018, and (ii) such additional number of Warrants, if any, as is equal to the quotient of (I) (x) the principal amount of the bridge loan entered into between Oryx Petroleum Africa Limited, AOG International Holdings Limited, and Zeg Oil and Gas Limited that remains undrawn as at the earlier of the maturity date of such bridge loan and December 31, 2018, plus (y) the aggregate of amounts drawn under such bridge loan that have been repaid in cash on or prior to the maturity date of such bridge loan, divided by (II) $0.1731, to be issued as soon as practicable. The exact number of Warrants issuable will be determined such that the value of the Warrants, incremental interest payable per the Amendment Letter, and total interest and fees under the bridge loan do not exceed 10% of the market capitalisation of the Issuer on the date of the Amendment Letter. As things stand on the date of this press release, the maximum aggregate number of Warrants issuable pursuant to the foregoing is 6,853,677. Each Warrant will entitle the holder to acquire ownership of and control over one Common Share at an exercise price of US$0.2094 (CDN$0.2750) per share until November 13, 2021. The Amendment Letter and the issuance of the Warrants thereunder is conditional on, among other things, the approval of the Toronto Stock Exchange.
Prior to the Acquisition, the Acquiror and its affiliates, through direct and indirect ownership, beneficially owned, controlled or directed 312,984,310 Common Shares, representing approximately 64.6% of the then outstanding Common Shares. After giving effect to the Acquisition, the Acquiror and its affiliates, through direct and indirect ownership, beneficially own, control or direct 336,036,127 Common Shares, representing approximately 66.2% of the outstanding Common Shares.
After giving effect to the Acquisition and assuming that the above maximum number of Warrants are issued and exercised for Common Shares, the Acquiror and its affiliates, through direct and indirect ownership, would beneficially own, control or direct 342,889,804 Common Shares, representing approximately 66.6% of the outstanding Common Shares.
The Common Shares were acquired for investment purposes. Depending on market conditions and other relevant factors, the Acquiror and its affiliates may acquire additional Common Shares through the exercise of the Warrants, on the open market or through private acquisitions, including acquisitions from treasury of the Issuer, or sell Common Shares either on the open market or through private dispositions.
More specifically, based on the Loan Agreement, as amended, additional acquisitions of the Issuer’s Common Shares are forseen so that the proceeds from such acquisition can be used to repay interest under the Loan Agreement accruing up to and including June 30, 2019.
ABOUT THE ADDAX AND ORYX GROUP
The Addax and Oryx Group PLC was incorporated in 1987, with a focus on energy in Africa, and has evolved into a diversified investment group, known simply as AOG. AOG invests in three key areas: energy, real estate and other capital investments. AOG’s energy investments include: (i) Oryx Petroleum; and (ii) Oryx Energies, an integrated trading and downstream platform active in petroleum and refined products trading, refined products storage and distribution, and specialized products/services including LPG, lubricants, bitumen and bunkering, across sub-Saharan Africa. AOG Real Estate invests mainly in commercial real estate properties in Western Europe and North America either directly, with partners or via specialized private equity funds. AOG Capital Investment focuses on generating higher returns than real estate yields, mainly through selected funds focusing on its preferred sectors and/or countries. Further information about AOG is available at www.aoginvest.com.
AOG’s registered office is located at Level 13, Portomaso Business Tower, Portomaso, St. Julians STJ4011, Malta.
For additional information or to obtain a copy of the early warning report to be filed by AOG Upstream BV in connection with the foregoing, please contact:
Ioana Condacci Reis
Group General Counsel and Group Corporate Secretary
Tel: +44 (0) 20 7408 2604
Email: ioana.condacci@aoginvest.com