FRI, 15 JULY, 2022-theGBJournal| Panoro Energy ASA (Panoro) said it has completed the sale of its fully owned subsidiaries Pan-Petroleum Services Holdings BV and Pan-Petroleum Nigeria Holding BV to PetroNor E&P ASA (PetroNor) for an upfront consideration of US$10 million plus a contingent consideration of up to US$16.67 million based on future gas production volumes.
Recall that both companies first entered into the sale agreement in October 2019 and in January 2022, Panoro reported that it has received all government approvals for the sale of the shares of its fully owned subsidiaries that holds 100% stake in Pan Aje to PetroNor.
Panoro said following completion of the Transaction it has no operational presence remaining in Nigeria.
Meanwhile, the Divested Subsidiaries hold 100% of the shares in Pan-Petroleum Aje Limited (Pan Aje), which participates in the exploration for and production of hydrocarbons in Nigeria and holds a 6.502% participating interest, with a 16.255% cost bearing interest, representing an economic interest of 12.1913% in Offshore Mining Lease no. 113 (OML 113).
According to the energy company, the upfront consideration of US$10 million is expected to the paid within fifteen business days via the allotment and issue of 96,577,537 new PetroNor shares. The volume of PetroNor shares issued to Panoro has been determined with reference to the contractually determined 30-day volume weighted average price (VWAP) of PetroNor’s shares which are listed on the Oslo Børs with the Ticker “PNOR”.
Once the Consideration Shares are issued and received, Panoro will implement steps to distribute these new PetroNor shares to Panoro shareholders as a dividend in specie. Panoro will communicate separately in due course the timetable for this process and key dates.
Following receipt of the Consideration Shares, Panoro will temporarily hold a 6.78% shareholding with voting rights in PetroNor, until such Consideration Shares are distributed in specie to Panoro shareholders.
John Hamilton, CEO of Panoro, said Wednesday of the deal, “we are pleased to have finally concluded the sale of Panoro’s interest in OML 113 to PetroNor and unlock value for our shareholders who can continue to benefit from future gas successes at OML 113 through the upcoming distribution of the shares in PetroNor received as payment for the upfront consideration.
He said the deal also represents a key milestone for Panoro’s strategy with the first dividend payment to its shareholders.
‘’Meanwhile the Board and management of the Company remain fully committed to initiating sustainable cash dividends at the earliest opportunity and to unlock further value for its shareholders,” he added.
The company said the announcement is subject to disclosure pursuant to section 5-12 of the Norwegian Securities Trading Act.
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