Strategic Investor - Wentworth Resources, Agrees to Combination with Artumas
(Thomson Reuters ONE) -
Artumas Group, Inc. ("Artumas" or the "Company") announced today that it has
signed an agreement ("Agreement") with Wentworth Resources Limited ("Wentworth")
to purchase 100% of the outstanding shares of Wentworth in exchange for the
issue of up to 32,956,000 shares ("Consideration Shares") of Artumas depending
on the total number of outstanding Wentworth shares in issue on closing of the
Agreement being up to 49.7% of the Company. The exchange values Artumas shares
at 3.25 NOK, a premium of approximately 25% to the current market price. In
addition, for each share being issued to Wentworth, Wentworth's shareholders
will receive 0.5 Warrants of Artumas which will be convertible at 4.25 NOK on or
before June 30, 2012.
On completion, Artumas will receive proceeds of between $8.0m - $13.2m US in
cash net of transaction costs which is expected to be sufficient to meet the
company's ongoing obligations over the coming year. Included in the proceeds is
the $1.5m US loan provided by Wentworth to the Company in May 2010.
The purchase is subject to certain conditions precedent typical to a
transaction of this nature. The Company believes all such conditions will be
fulfilled before the anticipated closing date of mid July. A prospectus required
for the listing on Oslo Børs of the Consideration Shares being issued to the
shareholders of Wentworth, which will also describe the transaction, will be
made available as soon as it has been approved by the Norwegian Financial
Supervisory Authority.
As a consequence of this transaction, and conditional upon and subsequent to
closing, the following changes will take place:
· Robert McBean will be appointed to the Board of Directors and hold the
position of Chairman and Chief Executive Officer
· John Bentley, and Michael Jansa will remain on the Board of Directors
with John Bentley serving as Deputy Chairman
· Nicholas Clayton and Alastair Robertson will resign from the Board.
· Neil Kelly and Issa Baluch will be appointed to the Board as Non
Executive Directors.
· Cameron Barton will remain with the company serving as Director and as
Chief Financial Officer under a consulting arrangement for a minimum period of
six months from June 1, 2010.
· The company will in due course change its name to Wentworth Resources
Limited.
President and CEO Cameron Barton said "We are delighted to finalise this
transaction with Wentworth Resources which for the first time in two years puts
the Company on a strong financial footing and provides us with the means to
concentrate on adding value to the Company's valuable underlying assets rather
than survival. The Company owns exciting exploration assets in what is becoming
a key focus area for the international oil and gas industry and the expertise of
the Wentworth Directors in gas monetization will add to the Company's drive for
commercialization of the gas reserves in Tanzania"
Artumas currently holds the following assets:
Tanzania Upstream - Mnazi Bay concession, Artumas 25.4%
? Partners; M&P (Operator), Cove, TPDC
? Two field discoveries, one producing
? Resources; Pmean 759 BCF
Tanzania Downstream - Mtwara Energy Project, Artumas (100% & Operator)
? Integrated gas to power project
? Power Station commissioned and operational
Mozambique Upstream
- Onshore Rovuma, Artumas 11.59%
? Partners; Anadarko (Operator), M&P, ENH, Cove
? First well drilled 2009, evaluation underway
- Offshore Area 1, royalty of 4.95% of the proceeds of Cove Energy's 8.5% share
of profit petroleum
? Partners: Anadarko (Operator), Mitsui, Bharat, Videocon, Cove, ENH
? 7 wells to be drilled including 4 deep water wells to be drilled (Windjammer
discovery announced, Collier well results under evaluation, Ironclad well
underway, Barquetine well expected to follow)
Wentworth is led by Robert "Bob" McBean (Chairman & CEO) and Neil Kelly
(Non-executive Director):
Mr. McBean is a mechanical engineer with over 40 years experience in the
upstream, midstream, and downstream oil and gas industries. He is an
accomplished energy project developer and both a private and public company
senior executive and director.
His past accomplishments include: originating, developing, and serving as the
first Managing Director of Qatar Fuel Additives Company ("QAFAC"), a world-scale
methanol and MTBE petrochemicals facility in Qatar; originating, developing, and
then serving as the first Managing Director of Dubai Natural Gas Company
("DUGAS"), an associated gas LPG processing facility in Dubai; and co-founding
Scarboro Resources with interests and operations in Italy, Libya, Abu Dhabi,
Indonesia, France, Pakistan and Canada.
Mr. Kelly is also a +40 year veteran of the upstream, midstream, and downstream
oil and gas industries. He held managerial positions responsible for the
operation of both major offshore (Norway) and onshore oil and gas facilities
(Nigeria and Indonesia). Prior to his retirement from ExxonMobil he was Managing
Director of Ras Laffan LNG Company (RasGas) in the State of Qatar. In this role
he oversaw the development of the company and the construction of the LNG plant,
and the offshore gas production facilities to provide feedstock to the plant.
This multi billion US dollar project was started up ahead of schedule and on
budget. Mr. Kelly also served as a Director of PT Arun LNG Company in Indonesia
for three years during a six year assignment in Indonesia, which also saw him
direct the production from the giant Arun gas field.
Mr. Kelly is a registered Professional Engineer in the Province of British
Columbia, Canada and has both BSc and MSc degrees in Mechanical Engineering.
Since Wentworth was incorporated on October 14, 2009, it has not released any
financial statements. Wentworth has not had any operations since its
incorporation other than operations related to the entry into of the Transaction
set out herein. At completion of the Transaction it is estimated that Wentworth
will hold cash and cash equivalents of between 10.0m US and $15.2m US and will
not have any liabilities or contingent liabilities except liabilities relating
to the Transaction and expenses relating thereto and normal administrative and
accounting costs estimated to be approximately $2.0m US in aggregate. Wentworth
has two employees being Robert McBean (CEO) and Eric Fore (Financial Controller
and Corporate Secretary)). Wentworth's board of directors is composed of Robert
McBean and Neil Kelly.
Wentworth's financial advisors in the Transaction are ABG Sundal Collier and
Standard Bank.
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
[HUG#1426318]
Press Release: http://hugin.info/136496/R/1426318/374269.pdf
This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.
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(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the information contained therein.
All reproduction for further distribution is prohibited.
Source: Artumas Group Inc. via Thomson Reuters ONE
Unternehmensinformation / Kurzprofil:
Datum: 22.06.2010 - 19:42 Uhr
Sprache: Deutsch
News-ID 22859
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Town:
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