Category Archives: Sales of shares

Orca Exploration Group announced completion of the first tranche of investment

Orca Exploration Group announced on 16 January 2018 that the escrow release conditions have been met regarding the first tranche of investment by Swala Oil & Gas in the Orca Group. The definitive agreements for the US$130 million investment were released, and the first tranche is now complete.

Under the first tranche, the BVI Group sold 7.93% of shares that were held in PAE PanAfrican Energy Corporation to Swala (PAEM) Limited, a wholly-owned subsidiary of Swala, for US$25,782,250 (or US$21,022,450 net after some purchase adjustments), which is payable in US$17,055,950 cash and the right to receive either US$3,966,500 in Swala convertible preferred shares by 2 March 2018, or US$3,966,500 in cash if shares are not issued by that date.

Orca Exploration also entered into an amendment and consent letter with PanAfrican Energy Tanzania Limited (PAET) and International Finance Corporation (IFC), as part of the agreement. According to this agreement, PAET will prepay the IFC loan facility in part no later than 10 December 2019. As part of the amendment and consent letter, Orca guaranteed the prepayments owed by PAET to IFC. After the first tranche, BVI Group’s guarantee covers US$4,759,800 in prepayments, and would cover an aggregate of US$24,000,000 in prepayments due 10 December 2019.

UTi Worldwide announced closing of private offerings

UTi Worldwide Inc., an international, non-asset-based supply chain services and solutions company incorporated in the British Virgin Islands, has completed both of its private offerings. The previously announced offerings consisted of US$350 million aggregate principal amount of 4.50 per cent Convertible Senior Notes due in 2019, and US$175 million of 7 per cent Convertible Preference Shares.

The BVI company granted the initial purchasers an option to purchase up to an additional US$50 million aggregate principal amount of the Notes, which option increased the aggregate principal amount of the Notes to US$400 million. The net proceeds of the private offerings were approximately US$555 million, planned to be used by the company for debt repayment and other general corporate purposes.

UTi Worlwide intends, at its next annual general meeting, to seek the shareholder approval to have the option to settle the Notes in cash upon conversion.

West African Minerals Corporation announced share placing to raise US$6 million

West African Minerals Corporation announced that it has issued 52,797,738 new ordinary shares at a placing price of 7p per share, together with one warrant for each two shares, to raise approximately £3.7 million before expenses subject to admission. Each warrant is exercisable for one new ordinary share at a price of 10p per ordinary share for a period of two years.

The new shares will rank equally with the existing ordinary shares in issue and application will be made for them to be admitted to trading on AIM. The placing shares will represent 15.44 per cent of the enlarged share capital of the BVI corporation. The Warrants are unlisted and will not be admitted to trading on AIM.

Some major shareholders of West African Minerals Corporation had indicated that they were willing to support a fund raising should this be approved by the Board. Following the issue of the Placing Shares, the company’s issued share capital will consist of 341,893,917 ordinary shares, with voting rights.

Woodrose Corp enters into agreement with Viking Energy and plans to redomicile to BVI

Canada-based Woodrose Corporation has entered into a binding letter agreement with Viking Energy Cadlao Holding (VECH) Limited and Viking Energy (SC-6 Cadlao) Limited (VEP). Under the terms of this agreement, dated December 9, 2013, Woodrose Corporation will acquire 100 per cent of all of the issued and outstanding shares of VEP. Also, it is anticipated that Woodrose will issue to shareholders of VEP, on the closing of the Transaction, 73,500,000 Woodrose Shares at a price of CDN$0.50 per Share. Prior to closing the transaction, Woodrose has agreed that it will consolidate all of the issued and outstanding 8,196,374 Woodrose shares into 3,800,000 shares.

The Transaction will constitute a “reverse-takeover” of Woodrose, in accordance with the policies of the TSX Venture Exchange, and the reactivation of Woodrose, which is currently an NEX-listed issuer.

In connection with the transaction, it is proposed that the Canadian company will redomiciliate from Alberta to the British Virgin Islands. Company shareholders will vote on the continuation of the company in BVI and the transaction at a special shareholders meeting which will be held in March 2014.