Wentworth Resources plc and Etablissements Maurel & Prom S.A. (M&P) have announced that they have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Wentworth by M&P.<\/p>\n
Summary<\/p>\n
\u00b7\u00a0\u00a0\u00a0\u00a0\u00a0<\/span>\u00a0Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document, Wentworth Shareholders will be entitled to receive:<\/p>\n \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 for each Wentworth Share:\u00a0\u00a0\u00a0\u00a0\u00a0\u00a032.5 pence\u00a0in cash<\/p>\n \u00b7\u00a0\u00a0\u00a0\u00a0\u00a0<\/span>\u00a0The Acquisition values the entire issued and to be issued ordinary share capital of Wentworth at approximately\u00a0\u00a361.7 million. This represents a premium of approximately 30.0 per cent. to the closing price of\u00a025.0 pence\u00a0per Wentworth Share on\u00a02 December 2022\u00a0(being the last Business Day prior to this Announcement)<\/p>\n \u00b7\u00a0\u00a0\u00a0\u00a0\u00a0<\/span>\u00a0Adjusting for Wentworth’s existing cash of approximately\u00a0US$30.2 million\u00a0as at\u00a01 November 2022, which was equal to approximately\u00a012.9 pence\u00a0per Wentworth share, the Acquisition values the business and non-cash net assets of Wentworth at approximately\u00a0\u00a337.1 million. This represents a premium of approximately 62.2 per cent. to the closing price of\u00a025.0 pence\u00a0per Wentworth Share on\u00a02 December 2022\u00a0(being the last Business Day prior to this Announcement) when this closing price is similarly adjusted for cash.<\/p>\n \u00b7\u00a0\u00a0\u00a0\u00a0\u00a0<\/span>\u00a0The Acquisition represents a material increase to the initial indicative offer price proposed by M&P on\u00a023 September 2022.<\/p>\n Background to and reasons for the Acquisition<\/p>\n \u00b7\u00a0\u00a0\u00a0\u00a0\u00a0<\/span>\u00a0Wentworth’s sole non-cash asset is its non-operated 31.94% (direct and indirect) interest in the\u00a0Mnazi Bay\u00a0gas asset in Tanzania. As the majority owner and operator of the\u00a0Mnazi Bay\u00a0gas asset, M&P is familiar with and has a good understanding of the value of the\u00a0Mnazi Bay\u00a0asset and accordingly of Wentworth. As partners in the asset, M&P and Wentworth have an existing relationship which extends over a number of years.<\/p>\n \u00b7\u00a0\u00a0\u00a0\u00a0\u00a0<\/span>\u00a0The Acquisition will provide Wentworth Shareholders with an immediate upfront realisation of value in cash for their Wentworth Shares at a substantial premium to the market price, and an opportunity to realise this value despite the limited liquidity in Wentworth Shares. As M&P is a partner and the operator of the\u00a0Mnazi Bay\u00a0asset with existing in-country relationships this is expected to facilitate a timely implementation of the Acquisition and a smooth continuation of operations.<\/p>\n Olivier de Langavant, Chief Executive Officer of M&P said:<\/p>\n “As the operator of the\u00a0Mnazi Bay\u00a0gas field, increasing our stake through the acquisition of Wentworth is a logical step and reflects our stated strategy of maximising value from existing assets.\u00a0\u00a0Mnazi Bay\u00a0is an important project to M&P and we look forward to ensuring it continues to make a positive impact, helping Tanzania meet its increasing energy demands and enabling local development.\u00a0 We are pleased to have agreed a fair value with Wentworth and will provide further updates on the acquisition process in due course<\/em>.”<\/p>\n Tim Bushell, Chairman of Wentworth, said:<\/p>\n “The Board of Wentworth\u00a0is pleased to recommend the acquisition by M&P which represents a substantial premium to Wentworth’s prevailing share price and offers an opportunity for our shareholders to realise this value in the near term for cash.<\/em><\/p>\n