Transaction Highlights
- BPH Corporate Ltd
(ASX:BPH) has entered into a conditional agreement to increase its shareholding in unlisted oil and gas exploration company, Advent Energy Ltd (Advent) to up to 27.7% (Advent Investment).
- Advent holds a strong portfolio of exploration assets throughout Australia, with its cornerstone project, Petroleum Exploration Permit 11 (PEP 11), held by its wholly owned subsidiary, Asset Energy Pty Ltd (Asset) in a joint venture with Bounty Oil and Gas NL (Bounty) (Asset: 25% / Bounty: 75%).
- As per the Farmin Agreement signed on 27 October 2006, Bounty has granted Asset an option to increase its current 25% interest in PEP 11 to an 85% interest by drilling the first well in this highly prospective permit. Bounty will thereby reduce its interest from 75% to 15%.
- Asset has contracted the Ocean Patriot semi-submersible drilling rig to drill the first well in PEP 11. It is currently anticipated that the Ocean Patriot will be available to commence drilling at PEP 11 in the fourth quarter of 2010 (subject to completion of its current drilling programme in the Bass Strait with another major operator).
- Asset has commenced the lodgement of appropriate approval documents with relevant NSW and Commonwealth government departments and agencies.
- The New Seaclem-1 well will target the Great White and Marlin prospects, with a combined prospective gas resource estimate of 4.1 Tcf (gas in place, P50 level).
- Advent and Asset have a very experienced leadership and technical team to drive the exploration of PEP 11.
- The Advent Investment will involve a change in the nature and scale of BPH’s current activities and accordingly, BPH Corporate Limited
(ASX:BPH) will be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules if the proposal is approved by shareholders.
Overview
Advent Investment, Consolidation of Capital and Capital Raising
BPH Corporate Ltd [ASX: BPH] (Company or BPH) is pleased to announce that it has entered into a conditional agreement to subscribe for up to 12 million ordinary, fully paid shares in unlisted oil and gas exploration company, Advent Energy Ltd (Advent), thereby increasing its investment in Advent to up to 27.7% (Advent Investment). The issue price under the Advent Investment will be determined by the Advent bookbuild currently being conducted by Pareto Securities AS (Bookbuild), but in any event not less than the lowest price under the Bookbuild.
PEP 11
Advent’s cornerstone project, Petroleum Exploration Permit 11 (PEP 11), held by its wholly owned subsidiary, Asset Energy Pty Ltd (Asset) in a joint venture with Bounty Oil and Gas NL (Bounty) (Asset 25% / Bounty 75%).
As per the Farmin Agreement signed on 27 October 2006, Bounty has granted Asset an option to increase its current 25% interest in PEP 11 to an 85% interest by drilling the first well in this highly prospective permit. Bounty will thereby reduce its interest from 75% to 15%. Asset has contracted the Ocean Patriot semi-submersible drilling rig to drill the first well in PEP 11. The Ocean Patriot is due to drill two wells in Bass Strait, offshore Victoria for another major operator prior to commencing work for Asset at PEP 11. The exact timing of that two well program is to be determined and it is currently anticipated that the rig will be available to commence drilling at PEP 11 in the fourth quarter of 2010.
The offshore Sydney Basin is a petroleum basin situated along the heavily populated and industrialised central coast of New South Wales. No drilling has taken place in the Offshore Sydney Basin, despite a number of wells drilled in the adjacent Onshore Sydney Basin which have flowed gas or encountered oil shows.
Change in Nature and Scale – Chapter 11 of the ASX Listing Rules
The Advent Investment will involve a change in the nature and scale of BPH’s current activities under Chapter 11 of the ASX Listing Rules from a biotechnology company to an alternative investment company (with a focus on investment in the resources sector). It is not proposed that BPH will become an “investment entity” for the purposes of the ASX Listing Rules. While BPH Corporate Limited
(ASX:BPH) will make some passive investments or increase its existing passive investments (such as its investment in Advent), it also intends, where appropriate, to retain management control and board representation in relation to its existing investments.
BPH Corporate Limited
(ASX:BPH) will therefore be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules (Re-compliance) if the Advent Investment is approved by shareholders. BPH Corporate Limited
(ASX:BPH) shareholders will receive a notice of meeting in due course outlining the resolutions that will sought at the general meeting to consider the Advent Investment.
In connection with the Advent Investment and Re-compliance BPH Corporate Limited
(ASX:BPH) intends, subject to shareholder approval:
- To undertake a consolidation of its capital (Consolidation): and
- To raise $10 million before costs by issuing ordinary, fully paid BPH Corporate Limited
(ASX:BPH) shares under a prospectus at an issue price of $0.20 per BPH share, with oversubscriptions of up to a further $10 million (Capital Raising). This new working capital, in addition to BPH’s existing cash balance of $4.3 million, will be used to assist Advent in drilling the first well of PEP 11 and for general working capital purposes.
Additional funding may be required for any testing programs from the drilling of the exploration well and future appraisal of PEP 11.
