英镑 Resources Complete Romanian Business Sale
斯特林资源有限公司（TSX-V：SLG）（'Sterling' or the 'Company'）很高兴地宣布，它已经完成了剩余罗马尼亚业务的出售（'Romanian Sale') to The Carlyle Group (NASDAQ: CG). The sale includes licence blocks 13 Pelican, 15 Midia and 25 Luceafarul, structured as a corporate sale of the 公司's wholly-owned subsidiary Midia Resources SRL. This transaction was first announced in the 公司'的新闻稿于2015年3月26日发布。Muridava区块27已按照2015年6月16日的新闻稿中所述单独出售。除非另有说明，否则此新闻稿中的所有美元均为美元。
如先前报道，该交易的主要对价为4250万美元。此外，凯雷还将偿还Midia Resources SRL在签署与完成之间产生的约140万美元的费用（'Interim Period Costs'), of which half has been paid on completion and the other half (subject to any adjustments) will be paid upon a post completion settlement expected in the next couple of months. 英镑 has received an initial cash payment of approximately $40.5 million from Carlyle, which is $42.5 million less an amount agreed to be withheld on account of Romanian VAT of approximately $2.7 million plus approximately $0.7 million as half of the 中期费用. Subsequent to completion, 英镑 anticipates making a payment of approximately $0.8 million for Romanian corporate tax arising from the transaction (after taking into account the availability of tax deductible past costs and losses). The VAT with minor adjustments (but none of the corporate tax) is fully refundable to 英镑, but in practice obtaining such a refund typically may take a few months. No Canadian corporate tax is expected to be payable as a result of available tax deductions.
在进行罗马尼亚出售的同时，英镑已终止与双子座于2007年签署的投资协议，现金对价为1000万美元（'Gemini Cash Payment'）以及向Gemini发行60,372,876英镑的普通股（'Common Shares') which had a market value of $7.5 million based on the 10 day volume-weighted average price of the 普通股 on the TSX-V for the period ending March 24, 2015, being Can$0.157 per share at an average exchange rate of US$1 = Can$1.2664). 英镑's issued share capital is now 441,572,956 普通股, an increase of approximately 15.8 percent, of which Gemini's shareholding is 13.7 percent. The 普通股 were issued pursuant to applicable prospectus exemptions and have a hold period expiring December 27, 2015 pursuant to applicable securities laws.
扣除Gemini现金付款，与交易有关的税款和已向英镑支付的已允许的交易费用的偿还额，根据修订和重编债券的现金瀑布规定，罗马尼亚出售收益中的初始金额约为2,740万美元日期为2015年5月8日的协议（以下简称“'Bond Agreement'）与Sterling Resources（UK）plc有关'的高级担保债券（'Bond'). $24.8 million of this amount is being used to pay 键holders the outstanding amortization instalment which had been due on April 30, 2015, together with 7.5 percent amortization premium and accrued interest, and the remaining $2.6 million is being transferred to the restricted Debt Service Retention Account ('DSRA') towards funding the next amortization and interest payment due to 键holders on October 30, 2015. Further transfers to the DSRA resulting from the application of the cash waterfall are expected to be made upon the post completion settlement and upon receipt of the VAT refund.
Because the sale closed after August 15, 2015 英镑 has made a second payment to 键holders of $0.75 million in addition to the first payment of the same amount made shortly after July 15, 2015, in accordance with the 债券协议.
英镑'完全出售其在罗马尼亚黑海Midia区块的一部分中的65％的权益（或'Carve-out Portion') to ExxonMobil Exploration and Production Romania and OMV Petrom S.A., which was announced on January 29, 2014, is unaffected by the 罗马尼亚销售 Agreement. These contingent payments relate to future exploration and development success occurring in the 分割部分 , and comprise $29.25 million upon a commercial discovery being made and an additional $19.5 million upon first production.
英镑 is a Canadian-listed international oil and gas company headquartered in Calgary, Alberta with assets in the United Kingdom, the Netherlands and France. The 普通股 are listed and posted for trading on the TSX Venture Exchange (TSX-V) under the symbol 'SLG'.