TIDMJPRL
RNS Number : 1324A
Jupiter Energy Ltd
03 June 2016
3 June 2016
Jupiter Energy Limited ("Jupiter" or the "Company")
FUNDING UPDATE
KEY POINTS:
-- 5 existing Convertible Notes with a nominal value of $US15.5m
plus accrued interest as at 31 May 2016 of $US5,345,753 (total
$US20,845,753) rolled into 4 new Promissory Notes with a repayment
date of 1 July 2018.
-- 1 existing Promissory Note with a face value of $US8,633,333
plus accrued interest as at 31 May 2016 of $US1,247,845 (total
$US9,911,178) rolled into a new Promissory Note with repayment date
of 1 July 2018.
-- Total Company debt outstanding as of 1 June 2016 comprised 5
new Promissory Notes with a value of $US30,756,931.
-- New $US5m Framework Funding Agreement, by way of a new
Promissory Note, effective from 24 May 2016 with a repayment date
of 1 July 2018.
-- Based on a Care & Maintenance budget, new funding
agreement provides working capital through to at least 30 June
2017.
-- Company continues to work on various options to provide long
term funding for the continued development of Block 31.
Jupiter Energy Limited (ASX: "JPR", AIM: "JPRL" and KASE:
"AU_JPRL") is pleased to advise that it has reached agreement with
its Convertible Note holders to rollover the 12,400,000 Convertible
Notes with a total value of $US20.8m (including accrued interest)
into Promissory Notes with a repayment date of 1 July 2018.
The key terms for the new Promissory Notes are:
-- Unsecured
-- Effective 31 May 2016
-- Repayable on 1 July 2018
-- Interest rate of 15% pa
-- Interest will accrue and be repayable with the principal
-- Lenders can elect to be repaid if there is a change of
control in Jupiter Energy Limited or Jupiter Energy Pte Ltd or
there is a change in control of the ownership of the Block 31
Licence
The current Convertible Notes and all accrued interest were due
for repayment on 20 September 2016.
The Company is also pleased to advise that major shareholder
Waterford Petroleum Limited ("Waterford") has agreed to rollover
its current Promissory Note (as originally announced on 7 October
2014 and subsequently amended on 30 April 2015) that, as at 31 May
2016, amounted to $US8,633,333 in principal with accrued interest
of $US1,247,845 (total $US9,911,178) into a new Promissory Note
with the following key terms:
-- Unsecured
-- Effective 31 May 2016
-- Repayable on 1 July 2018
-- Interest rate of 15% pa
-- Interest will accrue and be repayable with principal
-- Lender can elect to be repaid if there is a change of control
in Jupiter Energy Limited or Jupiter Energy Pte Ltd or there is a
change in control in contract 2275 covering the Block 31
Licence
The current Promissory Note and all accrued interest was due for
repayment on 1 July 2016.
Finally, the Company is also pleased to advise the Waterford has
agree to put in place a new Framework Funding Agreement that makes
up to a further $US5m (including accrued interest) available to the
Company by way of a new $US5m Promissory Note. This takes the total
facility available under the existing and the new Framework Funding
Agreement to $US15m (including accrued interest) of which a further
$US5,088,822 can be drawn down on (including accrued interest).
This is in order to fund the Company's operations whilst it
continues to finalise long term funding arrangements for the
development of its Block 31 licence area in Kazakhstan.
The funding arrangement will be the same as the current one,
namely that the Company will request monthly drawdowns against the
$US5m amount and the drawdowns will be based on an agreed Care
& Maintenance budget.
Based on the current budgeted cashflow requirements, this new
funding arrangement will provide the Company with sufficient
working capital until at least the end of the 2016/17 financial
year (i.e. 30 June 2017).
The key terms of the new Framework Agreement with Waterford
are:
-- Effective 24 May 2016
-- Drawdowns will roll into a Promissory Note
-- Promissory Note is repayable on 1 July 2018
-- Interest rate of 15% pa
-- Interest will accrue and be repayable with principal
-- Lender can elect to be repaid if there is a change of control
in Jupiter Energy Limited or Jupiter Energy Pte Ltd or there is a
change in control in contract 2275 covering the Block 31
Licence
Capital Structure and Finances:
The Company has 153,377,693 listed shares trading under the ASX
ticker "JPR", the AIM ticker "JPRL" and the KASE ticker
"AU_JPRL".
The Company has no options or Performance Shares, listed or
unlisted, in issue.
As at 1 June 2016, the Company had a total of five (5)
Promissory Notes with the following holders:
-- Waterford Petroleum Limited: $US8,786,904 *
-- Waterford Petroleum Limited: $US9,911,178 **
-- Mobile Energy Limited: $US9,375,014
-- Midocean Holdings Limited: $US2,022,082
-- Other Private Investors: $US661,753
* The Convertible Note held by Pebblestone Holdings Limited
signed on 31 May 2013 (value as at 31 May 2016, including accrued
interest: $US2,720,658) has been assigned to Waterford Petroleum
Limited and is included in this value along with Waterford
Petroleum Limited's original Convertible Notes (plus accrued
interest) which have been rolled over into Promissory Notes.
** The Company can issue a further $US0.1m under this Promissory
Note, including accrued interest.
Total Company debt outstanding on 1 June 2016 comprised 5 new
Promissory Notes with a value of $US30,756,931. As at 1 June 2016,
under the new and existing Framework Funding Agreement (totalling
$US15m), the Company can draw down a further $US5,088,822,
including accrued interest. Upon the Company drawing down under the
new Framework Funding Agreement, a new Promissory note will be
issued to Waterford Petroleum Limited, up to the value of $US5m,
including accrued interest.
Related Party Transaction:
In light of the quantum of the shareholding of Waterford
Petroleum Limited (29.5%) in Jupiter, Waterford Petroleum Limited
is deemed to be a related party for the purposes of AIM Rule 13.
The rollover of Waterford Petroleum Limited's current Promissory
Note to a new Promissory Note and the Company entering into a new
Framework Funding Agreement with Waterford Petroleum Limited that
makes a further $US5m (including accrued interest) available for
drawdown by the Company (subject to certain conditions) are both
related party transactions pursuant to the AIM Rules (the "Related
Party Transactions").
The Directors of Jupiter consider, having consulted with
finnCap, the Company's Nominated Adviser, that the terms of the
Related Party Transactions are fair and reasonable insofar as
Jupiter's shareholders are concerned.
Summary:
The Company is pleased to have executed these new agreements
with its debt holders and continues to work towards resolving its
longer term funding requirements.
If shareholders have any questions regarding this announcement
they are welcome to contact the Company on +61 89 322 8222.
Geoff Gander
Chairman/CEO
ENDS
Enquiries:
Jupiter Energy (+61 89 322 8222)
Geoff Gander (geoff@jupiterenergy.com)
finnCap Ltd (+44 (0)20 7220 0500)
Matt Goode/Emily Watts/Christopher Raggett (Corporate
Finance)
Simon Johnson (Corporate Broking)
About the Company:
Jupiter Energy Limited is an oil exploration and production
company, quoted on the AIM, ASX and KASE markets. The Company is
focused on developing its onshore assets in western Kazakhstan. In
2008 the Company acquired 100 per cent of the Block 31 permit,
located in the oil-rich Mangistau Basin, close to the port city of
Aktau.
Jupiter has a proven in-country management team, led by an
experienced, international Board, together possessing the skills,
knowledge, network and attention to detail needed to operate
successfully in Kazakhstan. The forward plan will see Jupiter
develop a group production facility on Block 31 to process, store
and export oil. This topside infrastructure is a key element in
moving to long-term production and the achievement of self-funding
for further development of Block 31.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUGUCCQUPQUQW
(END) Dow Jones Newswires
June 03, 2016 02:45 ET (06:45 GMT)
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