Loyz to acquire Primeline Energy in RTO deal; plans transfer to mainboard

Loyz Energy on Tuesday announced that it would acquire oil and gas company Primeline Energy Holdings (PEH) for about S$197 million, and seek a transfer of its listing from Catalist to mainboard thereafter.

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Loyz to acquire Primeline Energy in RTO deal; plans transfer to mainboard

Jacquelyn Cheok
10 June 2015

Loyz Energy on Tuesday announced that it would acquire oil and gas company Primeline Energy Holdings (PEH) for about S$197 million, and seek a transfer of its listing from Catalist to mainboard thereafter.

The consideration for the proposed acquisition payable by Loyz to PEH shareholders will be satisfied entirely by the issue of 1.79 billion new ordinary shares at S$0.11 apiece. Accordingly, the proposed acquisition, if completed, is expected to constitute a reverse takeover (RTO) of Loyz, said the company in a statement. Loyz will then seek a transfer of its listing from Catalist to the mainboard of Singapore Exchange “concurrent with the completion of the proposed acquisition”, it said. “Assuming the completion of the acquisition by PEH of Prime Petroleum Corporation from Victor Hwang (first announced on May 11), PEH and its subsidiaries will own 49 per cent and China National Offshore Oil Company (CNOOC) will own 51 per cent respectively of Block 25/34,” Loyz said.

Block 25/34, operated by CNOOC, spans some 84.7 sq km in the Lishui Basin in the East China Sea, in which LS36-1, a developed and producing gas field is situated. The estimated net present value after tax (at a discount rate of 10 per cent) for the 49 per cent stake in the LS36-1 field is reportedly about US$294 million.

PEH and its subsidiaries also own Block 33/07, an offshore area spanning some 5,877 sq km, and is currently in exploration phase. Said Loyz managing director Adrian Lee: “The proposed acquisition will allow the group’s business scale, profits, cashflow from operations and net asset value to increase. This is expected to provide the group with easier access to financing from financial institutions as well as debt and equity capital markets. This will in turn provide the group with balance sheet flexibility to fund future value accretive acquisitions.”

The acquisition, if completed, will also lead to a rise in Loyz’s market capitalisation, which could potentially widen its investor base, added Mr Lee.

Separately, Loyz had on Monday proposed amendments to two loan agreements signed last year with Jit Sun Investments. In relation to the S$15 million loan signed in April 2014, Loyz proposed to reduce the original conversion price of S$0.30 to S$0.11 per Jit Sun share. As for the S$13 million loan signed in December 2014, Loyz proposed to reduce the original conversion price of S$0.127 to S$0.11 per Jit Sun share.

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