Gulfsands Petroleum plc (2019)
Company Name:Gulfsands Petroleum plc (2019) Minimum fundraise:£0* High Share Price Bid:£0
Business Sector:Oil & Gas Total Funds Bid to Date:- Low Share Price Bid:£0
Auction period:12 Nov 2019 - 05 Dec 2019 Indicative Share Price:0.00 Average Share Price Bid:£0**
*The company will accept oversubscription.
**In the event of significant oversubscription, shares will be allocated to bids at the average price and above.
NOTE: ASSET MATCH HAS NEGOTIATED AN “ASSET MATCH INVESTOR BONUS” FOR INVESTORS IN THIS TRANSACTION. SEE THE “OVERVIEW” SECTION BELOW FOR DETAILS.

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Gulfsands Petroleum plc (2019)

Gulfsands Petroleum is seeking to raise £345,000 via a general placing.

If you are interested in participating, please email us via gulfsands@assetmatch.com, confirming how much you are looking to invest.

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Company info

Gulfsands Petroleum plc is an independent oil and gas exploration and production company, incorporated in the United Kingdom. The Group's main focus is in the Middle East region and its core asset is its interest in Block 26 in North East Syria, which is currently under force majeure as a result of EU Sanctions. It also has an interest in an oil and gas exploration project in Colombia, Llanos-50, which is currently suspended for environmental reasons.

www.gulfsands.com

General Placing via Asset Match

  • Proposed placing: up to £345,000 (6,900,000 Ordinary Shares)
  • Subscription price: 5 pence per Ordinary Share
  • Minimum investment: £5,000
  • Closing date: Thursday, 5 December 2019 at 4pm

Further information can be found in the Gulfsands Petroleum Circular & General Meeting Notice.

Background of General Placing

Since being appointed in mid-2016, the current management have significantly reduced the Group's operating costs from $7 million in 2016 and $15.6 million in 2015 (prior to the 2017 Secured Financing Facility) to the current anticipated cash usage of approximately $2.5 million (c. £2 million) per annum.

Following the progress being made in resolving the political situation in Syria, the Directors believe that it is important that the Company now secures the financing required to fund the Group until the end of 2021.

The major shareholders have offered to provide an additional £4.1 million to fund the Company through this period. In return for this commitment, they have requested that the terms of the 2017 Secured Financing Facility be amended such that the pathway to conversion to ordinary shares be clarified and formalised.

2017 Secured Financing Facility amendments:

  • Interest of 7% will be eliminated from the date of amendment to maturity;
  • Commitment fees of 1% will be eliminated from the date of amendment to maturity; and
  • The maturity will be extended to 31 December 2021.

Funding structure

  1. An immediate underwritten equity raise of approximately £1.1 million at 5 pence per ordinary share:
  2. An immediate conversion by the major shareholders of £1 million of outstanding amount of the 2017 Secured Financing Facility at 5 pence per share; and
  3. An amendment to the 2017 Secured Financing Facility to provide for an additional three tranches of £1 million each to be made available under the 2017 Secured Financing Facility (as amended) to be available for drawdown on 30 June 2020, 31 December 2020 and 30 June 2021 respectively.

Waterford and Blake Holding Limited, will subscribe for their pro-rata share of the £1.1 million placing and the remaining £345,000 or 6,900,000 Ordinary Shares will be made available for general subscription via Asset Match.

The allocation of the shares to applicants will be at the sole discretion of the Directors and will be subject to certain conditions, including a minimum subscription of 100,000 of ordinary shares (£5,000) in order to be eligible to participate in the General Placing.

ME Investments have committed that they will purchase any of the 6,900,000 shares not allocated, thus acting as an effective underwriter.

This summary should be read in conjunction with all documentation made available on this site. Please read the supporting documentation carefully before making an investment decision.

Instructions

You are reminded that investing in early stage and unquoted businesses involves risks, including illiquidity, lack of dividends, loss of investment and dilution, and it should only be done as part of a diversified portfolio. Asset Match is targeted exclusively at investors who are sufficiently wealthy and sophisticated to understand these risks and make their own investment decisions.

Instructions

  • If you are interested in investing, please email us via gulfsands@assetmatch.com, confirming how much you are looking to invest.

Key People

James

James Ede-Golightly Non-Executive Chairman

James Ede-Golightly is Chairman of East Balkan Properties plc has extensive experience as a Non-Executive Director on the boards of AIM-quoted companies with international business interests. James was a founder of ORA Capital Partners in 2006, having previously worked as an analyst at Merrill Lynch Investment Managers and Commerzbank. He is a CFA Charterholder and holds an MA in Economics from Cambridge University. In 2012 he was awarded New Chartered Director of the Year by the Institute of Directors. James was appointed a Non-Executive Director of Gulfsands in August 2014.

James holds a 5.0% interest in, and is a Non-Executive Director of ORA, which is a company chaired and majority owned by Richard Griffiths. Mr Griffiths, through other associated entities, is a substantial shareholder in Gulfsands.

   
John

John Bell Managing Director

John Bell is a Chartered Engineer with over 30 years experience in the energy sector having worked at Vice President or Managing Director level at BP, Statoil AS and Suncor Energy (Syria).

He has spent a large part of his career in the Middle East, as well as time in North Africa, FSU, the Americas, the UK North Sea, Scandinavia & the Caribbean. Mr Bell has a First Class Honours Degree in Engineering from  Strathclyde University in Scotland and studied Executive Leadership at Haas Business School, University of Berkeley California. Previous public company directorships include Gulf Keystone Petroleum, Tethys Petroleum where he was Executive Chairman. He was appointed as a Non Executive Director of Gulfsands in 2014 and then appointed Managing Director in 2016.

Mr Bell was appointed as an independent Non Executive Director of Aminex in November 2017.

   
Andrew

Andrew Morris Finance Director

Mr Morris has extensive international business experience and advises and sits on the boards of companies, ranging from early stage resource companies to emerging technology companies. He was founder of Persistency Capital, where he acted as both investor in, and adviser to, companies across a broad range of sectors and geographies. Previous directorships include Madagascar Oil Limited, Falcon Oil & Gas Ltd, SouthWest Energy Ltd, Kriisa Research Inc. and Direct Petroleum Exploration Inc. as well as Blake Oil and Gas Limited and various related parties. Previously, Mr Morris served as a director of Ernst & Young, where he advised a broad range of organisations on enterprise risk management including corporate governance, management reporting, financial control, operational risk and process improvement. Mr Morris holds a BSc (Hons) degree in Mathematics from Bristol University and is a Fellow of the Institute of Chartered Accountants in England and Wales. Mr Morris joined the Board of Gulfsands in April 2015 and became Finance Director in July 2016.

   
Joseph

Joseph Darby Senior Independent Non-Executive Director

Joe Darby, has over 40 years of experience in the energy sector, including eight years with Shell Petroleum before becoming managing director of Thomson North Sea Ltd and later the Chief Executive of LASMO plc.

He has held non-executive roles at British Nuclear Fuels plc, Mowlem plc, Centurion Energy Inc and Alkane Energy plc. Mr Darby was previously chairman of Mowlem plc (2005) and Faroe Petroleum plc (2003). Mr Darby was appointed a Non-Executive Director of Gulfsands in November 2012 and was more recently a Non-Executive Director of Premier Oil and Bowleven Plc.

   
Michael

Michael Kroupeev Non-Executive Director

Mr Kroupeev has 25 years’ experience working within the exploration and production sector. After University in Moscow and MBA at London Business School, he began his career working for Dana Petroleum plc as a Director in 1994. In 1995, Mr Kroupeev founded Waterford Finance and Investment Limited (“Waterford”). Waterford is a natural resources focused vehicle, specialising in the financing of oil, gas and other energy related projects.

He has been directly involved in the capital raising for natural resource projects and in acquiring, restructuring, developing and divesting such assets. Waterford has a number of substantial shareholdings in oil and gas companies with operations in Europe, Africa, Australasia and Former Soviet Union countries, and holds a 37.32 per cent. interest in the Company.  He was appointed a Non-Executive Director of Gulfsands in October 2016.

   
Richard

Richard Milne Non-Executive Director

Mr Milne was most recently Group Head of Legal and Commercial Affairs at Petrofac Limited (“Petrofac”), from which he retired in 2015. Mr Milne joined Petrofac in 2004 with responsibility for advising on the legal and commercial aspects of the group’s activities. Mr Milne was heavily involved in Petrofac’s successful admission to listing on The London Stock Exchange in 2005. Prior to joining Petrofac, Mr Milne spent some 15 years in corporate finance after working in the insurance brokerage industry. Mr Milne is a graduate of Oxford University and qualified as a solicitor. He was appointed a Non-Executive Director of Gulfsands in October 2016.