Senterra Energy plc

(“Senterra”, “Senterra Energy” or the “Company”)

Possible Acquisition and Suspension of Trading

 
The Directors of Senterra Energy are pleased to inform shareholders that the Company has signed a non-binding letter of intent (“LOI”) to acquire the entire issued share capital of United Oil & Gas Limited (“UOG”), an independent oil and gas company, (the “Business”) for [54,250,000] new ordinary shares of £0.01 each (“New Ordinary Shares”) in the capital of the Company (the “Acquisition”).   At the proposed placing price of New Ordinary Shares to be placed in conjunction with the Acquisition, this would value UOG at £[     ].
The Directors believe there is now recovery in the oil and gas sector, and are pleased that this Acquisition would represent an investment in the sector contemplated at the time of the admission of Senterra’s shares as a standard listing to trading on the London Stock Exchange’s Main Market in November 2015, and are hopeful of being able to conclude this transaction to bring value to shareholders.
 
About UOG
UOG, a subsidiary of UOG Holdings Plc, has been established for two years and is building up a portfolio of assets with near term activity.
Based in Dublin, Ireland, UOG is a privately-owned oil and gas exploration company. The Company was established to acquire non-core oil and gas licences, with the goal of being an active partner to unlock previously untapped value.
UOG is primarily focusing on Europe, taking advantage of the management team’s extensive experience in the market, and benefitting from the stable political and fiscal systems in the region.
UOG’s first licence acquisition was in July 2016, when the Company acquired First Oil Expro Ltd’s stake in the PL090 licences, onshore UK.  The PL090 licences are situated in the Wessex Basin, a long-established productive basin that contains Wytch Farm, the largest oil-field in onshore Europe.  The licences include an existing onshore field and access to significant exploration opportunities.
[UOG have recently announced the acquisition of a 20% interest in the Podere Gallina licence in the Po Valley, Northern Italy.]
The Acquisition is subject, inter alia, to the completion of due diligence, documentation and compliance with all regulatory requirements, including the Listing and Prospectus Rules and, as required, the Takeover Code.
 
Suspension and Application for Listing
The Acquisition, if it proceeds, will constitute a Reverse Takeover under the Listing Rules since, inter alia, in substance it will result in a fundamental change in the business of the issuer.
As the Acquisition will constitute a Reverse Takeover under the Listing Rules, trading in the Company’s ordinary shares have been suspended with effect from [this morning] pending the publication of a prospectus and the application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.
The Company is working on the preparation of a prospectus in relation to the Acquisition and will, in due course, be making application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.
 
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