ST. JULIANS, Malta, March 12, 2020 (GLOBE NEWSWIRE) -- AOG Upstream B.V. (the “Acquiror”), an indirect wholly-owned subsidiary of The Addax and Oryx Group PLC (“AOG”), announces that effective March 11, 2020, 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 Oryx Petroleum Corporation Limited (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 33,149,000 warrants (the “2023 Warrants”) to the Acquiror. Each 2023 Warrant will entitle the holder to acquire ownership of and control over one common share (“Common Share”) in the capital of the Issuer at an exercise price of US$0.1633 (CDN$0.1839) per share until March 10, 2023. The Amendment Letter and the issuance of the 2023 Warrants thereunder is conditional on, among other things, the approval of the Toronto Stock Exchange.
Prior to issuing the 2023 Warrants, the Acquiror and its affiliates, through direct and indirect ownership, beneficially owned, controlled or directed: (i) 359,937,557 Common Shares, representing approximately 65.1% of the outstanding Common Shares; and (ii) 6,132,804 warrants (the “2021 Warrants”), entitling the holder to acquire ownership of and control over up to 6,132,804 additional Common Shares at an exercise price of US$0.2094 per share until November 13, 2021, representing approximately 1.1% of the issued and outstanding Common Shares prior to giving effect to the issuance of such shares.
After giving effect to the exercise of all of the outstanding 2023 Warrants and 2021 Warrants, the Acquiror and its affiliates, through direct and indirect ownership, would beneficially own, control or direct 399,219,361 Common Shares, representing approximately 67.5% of the then outstanding Common Shares.
The 2023 Warrants were issued in consideration for the amendments to the Loan Agreement. Depending on market conditions and other relevant factors, the Acquiror and its affiliates may acquire additional Common Shares through the exercise of the 2023 Warrants and/or the 2021 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.
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; and (iii) a passive minority shareholding in a bioenergy producing sugarcane bioethanol and “green” electricity from the biomass in Sierra Leone. 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 STJ 4011, 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) 58 702 90 32
Email: ioana.condacci@aoginvest.com