RNS Number : 7344E
30 September 2008
For immediate release 30 September 2008
TXO PLC ('TXO' or the 'Company')
TXO plc ('TXO, or 'The Company', formerly known as 'Texas Oil and Gas plc') announces the settlement of the USD 3,000,000 7.5 per cent. Secured Bonds due 31 March 2009 and cancellation of 22,000,000 warrants originally issued by Texas Oil and Gas plc on 29th March 2005 from Dresdner Kleinwort Securities Limited (formerly Dresdner Kleinwort Wasserstein Securities Limited) ( 'Dresdner').
Under the terms of the Agreement, TXO, through its 100% subsidiary TOGS Energy Inc., has paid to Dresdner USD 500,000 on 30th September 2008 and will pay a further USD 168,000 on or before 31st March 2009.
Upon receipt of the first payment Dresdner will release the security for the bond, the bond will be cancelled, and the warrants will be released.
The USD 500,000 was provided by Texana Bank, a branch of the First National Bank of Linden, Texas, USA to TOGS Energy Inc . The term of the loan is for a period of 18 months at an interest rate of 8% and it is secured on three of TOGS Energy Inc.'s producing leases. David M. Chandler, a director and shareholder of TXO plc will receive a production payment of 350 barrels of oil per month from April 2009 in return for guaranteeing the arrangements.
The advantages of these arrangements are that they secure funding for the Company which, in the absence of alternatives, would have had insufficient resources to repay the Dresdner Bond at 31st March 2009. The position of the Company's shareholders has been improved by the elimination of USD $ 3,000,000 of debt due within 6 months, which has been replaced with an 18 month loan of $500,000 and a future payment of USD $168,000. The cancellation of 22,000,000 warrants also significantly reduces future dilution of the Company's shareholders.
The Board considers that the increase in the oil price and the recent successful well deepening put the Company in a good position to increase revenues in the coming year.
The Company had been unable to raise funds to finance these arrangements from other sources, including a placing of shares for cash. Shareholders turned down the section 89 authority sought by the company at the last AGM which would have enabled the Company to issue shares for cash. Furthermore the Company's shares are trading below their nominal value, and an EGM seeking to address this issue was also rejected by shareholders. In the light of the above and also considering the current equity market conditions and the limited time frame, the Board considered that these arrangements were in the best interests of the Company and its shareholders
Due to the fact that Messrs David M. Chandler, a 22.94 per cent. shareholder in TXO, and Lucas Ponder, a director of Texana Bank, are Directors of TXO, the transaction set out above is Related Party under the AIM Rules. Accordingly, Messrs Andrew Glendinning, Hayden Scott Stiles and Thomas Cooke, being the Independent Directors, having consulted the Company's Nominated Adviser, Beaumont Cornish Limited, consider that the terms of the transaction, including the new loan provided by Texana Bank, are fair and reasonable insofar as the shareholders of the Company are concerned.
David M Chandler, on behalf of himself and MC Production and Drilling Inc, has, by letter of support, agreed not to demand payment of amounts owed to MC or Chandler Supply Co Inc., for 12 months from 1st September 2008 unless the Company can afford to do so, and furthermore has extended the $1.645 Million promissory note on an interest only basis for a period of three (3) years from 1st September 2008. It is the Company's intention to enter into formal new loan arrangements in respect of this indebtedness in due course, which will be treated as a separate related party transaction under the Aim Rules.
Contact: Andrew Glendinning, TXO PLC on 020 7863 8852
Roland Cornish, Beaumont Cornish Limited on 020 7628 3396
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