Monthly Archives: January 2018

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.

BVI group agreed on the terms of US$130 mln investment

Orca Exploration Group, an international public company registered in the British Virgin Islands, finalized terms for strategic investment by Swala Oil & Gas (Tanzania) plc, which is US$130mln worth. Swala is an independent oil & gas exploration and production company, the first to be listed on an East African Stock Exchange.

Under the terms of the investment agreement, Swala will acquire up to 40% interest in BVI company’s wholly owned subsidiary, a Mauritius-registered company and the sole shareholder of PanAfrican Energy Tanzania Limited. The investment transactions are based on an agreed value of US$325mln for Orca’s subsidiary, approximately 85% of the purchase price is payable in cash.

Orca Group secures a strategic investor in Swala with international institutional and Tanzanian investor support. The first investment transaction is to be completed on or before 12 January 2018, and the remaining transactions are to be completed on or before 28 January 2018.

According to BVI group’s chairman and CEO W. David Lyons, “This is a transformational transaction for Orca. To the broader Orca Group, this investment is strategic in both underpinning the intrinsic value of our business and providing a platform from which to grow and diversify our company and deliver value to our shareholders.”