Three years after it first announced a deal to sell all its Nigerian assets, Panoro ASA has finally got it done. The Nowegian minnow has completed the sale of its fully owned subsidiaries Pan-Petroleum Services Holdings BV and Pan-Petroleum Nigeria Holding BV to PetroNor E&P ASA for an upfront consideration of $10Million plus a contingent consideration of up to $16.67Million based on future gas production volumes.
The Divested Subsidiaries hold 100% of the shares in Pan-Petroleum Aje Limited (“Pan Aje”), which participates in the exploration for and production of hydrocarbons in Nigeria and holds a 6.502% participating interest, with a 16.255% cost bearing interest, representing an economic interest of 12.1913% in Offshore Mining Lease no. 113 (OML 113). Following completion of the Transaction Panoro has no operational presence remaining in Nigeria.
“The upfront consideration of $10Million is expected to the paid within fifteen business days via the allotment and issue of 96,577,537 new PetroNor shares”, the company explains in a release. “The volume of PetroNor shares issued to Panoro has been determined with reference to the contractually determined 30-day volume weighted average price (VWAP) of PetroNor’s shares which are listed on the Oslo Børs with the Ticker “PNOR””.
Once the Consideration Shares are issued and received, Panoro will implement steps to distribute these new PetroNor shares to Panoro shareholders as a dividend in specie. Panoro will communicate separately in due course the timetable for this process and key dates.
Following receipt of the Consideration Shares, Panoro will temporarily hold a 6.78% shareholding with voting rights in PetroNor, until such Consideration Shares are distributed in specie to Panoro shareholders.