Scirocco Energy plc

Annual General Meeting

Wednesday 3rd August, 10.30am

Disclaimer

The information set out in this presentation and the accompanying verbal presentation including any question and answer session and any documents or other materials distributed with the presentation (the "Presentation") has been produced by Scirocco Energy plc (the "Company") as at the date of this presentation, and is being made available to recipients for information purposes only. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company. The Presentation is subject to English law, and any dispute arising in respect of this presentation is subject to the exclusive jurisdiction of the English courts.

The Presentation has not been verified, does not purport to contain all information that a prospective investor may require and is subject to updating, revision and amendment. The information and opinions contained in this presentation are provided as at the date of the Presentation and are subject to change without notice. In furnishing this document, the Company does not undertake or agree to any obligation to provide the attendees with access to any additional information or to update this presentation or to correct any inaccuracies in, or omissions from, this presentation that may become apparent.

No reliance may be placed for any purposes whatsoever on the information or opinions contained in this presentation or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company, its directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in the Presentation and no liability whatsoever is accepted by the Company or any of its members, directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

The information set out in the Presentation has not been written or approved by an authorised person in accordance with Section 21 of the Financial Services and Markets Act 2000 ("FSMA"). It is considered by the Company that the communication of the Presentation will be exempt from the financial promotion restriction (as defined in Section 21(1) of FSMA, as amended) pursuant to Article 69 of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the "Order"), as the Company's shares are admitted to trading on the London Stock Exchange's Alternative Investment Market (AIM). Any investment or investment activity to which this document relates is only available in the United Kingdom to such persons as are permitted under the Order ("Relevant Persons") and will be engaged only with such persons within the United Kingdom. Persons who are not (within the United Kingdom) Relevant Persons should not in any circumstances rely on this presentation. The contents of the Presentation are not to be construed as legal, business, investment or tax advice nor does it constitute a recommendation regarding any transaction. Each recipient should consult with their own legal, business, investment and tax adviser as to legal business, investment and tax advice. By receiving the Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company's business.

The Presentation is not for publication, release or distribution directly or indirectly in nor should it be taken or transmitted, directly or indirectly into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Certain statements, beliefs and opinions in this presentation, are forward-looking, which reflect the Company's or, as appropriate, the Company's directors' current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in the Presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any forward- looking statement, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of the Presentation.

By attending the Presentation or by accepting this document in any other way you agree to be bound by the foregoing provisions.

Annual General Meeting Agenda

  1. Opening statement - Chairman
  2. Company Presentation
    1. Ruvuma divestment
    2. EAG investment
    3. Board Performance
    4. Gneiss Energy relationship
    5. Prolific Basins Facility
    6. Strategic Objectives
  3. Q&A session
  4. Resolutions

Ruvuma

Ruvuma Disposal

Divestment in line with strategic pivot over the last 2 years, communicated very clearly to shareholders

  • An exhaustive 2-year sales process
    • 2 year process during which SCIR engaged with all possible candidates
    • ARA were engaged on multiple occasions but elected to assess through pre-emption rights
  • The best deal available
    • WEN deal was the only deal tabled that was capable of acceptance by the Board
    • SCIR tried every possible structure (eg farmout, retaining royalty etc) however there was no appetite from buyer
    • SCIR Board assessed the firm value and upside consideration far outweighed the dilutionary impact and risk exposure associated with the project
  • Impact of pre-emption by ARA
    • No impact to SCIR - exactly the same deal - including Loan terms - as the WEN deal
  • Consideration provides 1.63p / share unrisked and undiscounted and 0.91p / share risked and discounted
    • Our analysis (slide 6) suggests SCIR shareholders would have been diluted by 68% and 80% over 1yr & 5yr basis respectively to retain 25% interest
    • No guarantees that funding would have been available raising genuine risk of SCIR's forced relinquishment based on inability to meet cash calls
  • The loan component
    • Loan allows for cashcalls on the asset to be made subject to satisfaction of conditions and documentation requirements linked to pre-emption or ROFR exercise
    • On completion the loan is netted off against any increase in consideration associated with any cash calls funded by the buyer from the economic date

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Scirocco Energy plc published this content on 03 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 August 2022 11:48:04 UTC.