Citadel Capital, (CCAP.CA on the Egyptian Exchange), the leading private equity firm in the Middle East and Africa with US$ 9 billion in investments under control, issued today the following statement regarding a possible extension to the closing date for the sale of the National Petroleum Company Egypt
Citadel Capital, (CCAP.CA on the Egyptian Exchange), the leading private equity firm in the Middle East and Africa with US$ 9 billion in investments under control, issued today the following statement regarding a possible extension to the closing date for the sale of the National Petroleum Company Egypt:
As previously announced, Golden Crescent Investments Ltd. (Golden Crescent), a Citadel Capital Opportunity-Specific Fund, has a share purchase agreement to sell 100% of its interest in National Petroleum Company Egypt Limited (NPC Egypt), a wholly owned Portfolio Company, to Sea Dragon Energy Inc. (Sea Dragon) (TSX-V: SDX), a Calgary-based exploration and development company.
The value of the closing consideration payable by Sea Dragon to Golden Crescent under the share purchase agreement is US$ 147.5 million.
Golden Crescent and Sea Dragon have reached a non-binding understanding that Sea Dragon will have until 8 August 2012 to complete the acquisition, subject to a 10-day extension. Under those terms, Golden Crescent will have until 1 August 2012 to solicit and entertain alternative proposals. In the event that Golden Crescent receives a proposal it wishes to accept, it may terminate the Amended Share Purchase Agreement without any (a) penalty or payment in favor of Sea Dragon of the previously contemplated termination fee, or (b) right of Sea Dragon to match any alternative proposal.
Prior to 1 August 2012, Golden Crescent may, at its option and in consultation with Sea Dragon, seek a farm-in partner for the North El-Maghara concession (to a maximum participating interest of 50% of the concession) as well as a buyer for its 12.75% participating interest in the South Ramadan concession. Should such a transaction be completed, the consideration would remain (directly or indirectly) with NPC Egypt and not be included as part of the working capital adjustment between Golden Crescent and Sea Dragon at closing.
Additionally, the terms of this non-binding understanding also allow access to additional funds of up to US$ 2.5 million to finance the development of the Muzhil field. As such, the contemplated extension to the closing date should not have an unfavorable effect on the anticipated date of the Muzhil field first oil.
The terms of the non-binding understanding are subject to the negotiation and finalization of a formal amending agreement between the two parties expected by 4 May 2012.
Meanwhile, a special meeting of Sea Dragon shareholders on 30 April 2012 approved the acquisition of NPC Egypt from Golden Crescent, with 94% of votes cast being in favor of the transaction.
Citadel Capital, which has management control of Golden Crescent, notes that volatile local and international conditions could affect the conclusion of the transaction. This announcement does not constitute a promise to conclude the transaction, as Citadel Capital notes that Sea Dragon must obtain approvals and other clearances from its lenders and regulatory authorities, among other parties.
Further information on this transaction, including the share purchase agreement and the subsequent amended share purchase agreement, may be found in the Citadel Capital press releases of 9 January 2012, 11 March 2012 and 21 March 2012.
Citadel Capital (CCAP.CA on the Egyptian Stock Exchange) is the leading private equity firm in the Middle East and Africa. Citadel Capital focuses on building regional platforms in select industries through acquisitions, turnarounds, and greenfields executed via Opportunity-Specific Funds. The firm’s 19 OSFs control Platform Companies with investments of US$ 9.0 billion in 15 countries spanning 15 industries, including mining, cement, transportation, food and energy. Since 2004, Citadel Capital has generated more than US$ 2.2 billion in cash returns to its co-investors and shareholders (on investments of US$ 650 million), more than any other private equity firm in the region. Citadel Capital is the largest private equity firm in Africa by PE assets under management (2006-2011, as ranked by Private Equity International). For more information, please visit www.citadelcapital.com.
For more information, please contact:
Ms. Ghada Hammouda
Head of Corporate Communications
Citadel Capital (S.A.E.)
g...@qalaaholdings.com (click to reveal this email)
Tel: +20 2 2791-4440
Fax: +20 22 791-4448
Mobile: +20 10 6662-0002