Sale Underwrites Significant Investment in the Amadeus Basin
The assets being sold under the Transaction consist of 50% of Central's interests in its producing assets in the Northern Territory, namely, Mereenie Oil and Gas Field (OL 4/5) ("Mereenie"); Palm Valley Gas Field (OL3) ("Palm Valley"); and Dingo Gas Field (L7) ("Dingo") (the producing assets together, the "Sale Assets" or "Amadeus Basin Producing Assets").
- The Transaction comprises a sale of a 50% interest in Central's share of the Sale Assets, with an effective date of 1 July 2020 in return for consideration comprising of:
o an upfront cash payment of $29 million;
o $40 million payment by way of "carried" funding for Central's share of near-term development, appraisal and exploration activities, including a committed two-well exploration programme at Palm Valley and Dingo to commence this year;
o $23 million (Central's book value at the effective date) through an assumption by the NZOG Entities of obligations to supply up to 4.9 PJ of gas (50% interest acquired at the effective date) which has previously been paid for but not delivered under pre-sale or 'take-or-pay' arrangements; and
o a completion adjustment for net cash flows generated between the effective date and the completion date.
- The Transaction is expected to complete in Q3 2021 with consideration value to be circa $85m to Central at the expected completion date.
- The Transaction is expected to result in an after-tax accounting profit net to Central of circa $35-$40 million on the sale.
- The Transaction "carry" of $40 million net to Central covers payment of certain of Central's JV expenditure obligations for near-term development and growth activities across the Sale Assets with a total gross JV cost of $100 million, including two committed exploration wells (Palm Valley Deep and Dingo Deep, with options to complete these wells as producers from the existing production intervals) as well as two development wells currently progressing at Mereenie.
- Central will repay $30 million of the Macquarie Bank loan facility in the completion quarter.
Transaction Meets Strategic Objectives
Central will achieve the key objectives established for the transaction, including:
o Value accretive pricing with a strong signal for the underlying value and quality of Central's Amadeus Basin Producing Assets;
o Accelerates growth through a $40 million "carry" of near term exploration, appraisal and development, equating to approximately $100 million in gross JV investments;
o Balance sheet improvement through debt repayments and transfer of other deferred gas supply liabilities, totalling circa $50 million, resulting in a significant reduction in Central's gearing and net debt;
o Diversifies geological, exploration and development risk through a new joint venture;
o Introduces aligned and capable joint venture partners with strong financial and technical capability to create future value from Mereenie, Palm Valley and Dingo;
o Maintains Central's role as Operator for the Mereenie, Palm Valley and Dingo fields; and
o Central retains its existing interests in significant growth opportunities not included in the Transaction, including: the Range Coal Seam Gas Project (50%), EP82 Dingo Satellite Area ("DSA") including the Orange-3 target (100%), EP115 including the Zevon multi-Tcf sub-salt target (100%), and EP112 including the Dukas multi-Tcf sub-salt target (30%).
Under the binding sale and purchase agreement and other facilitating agreements, which are subject to certain conditions precedent being satisfied, the NZOG Entities will together acquire 50% of Central's current working interest in the Sale Assets ("Sale Assets Interest"). Central will remain Operator of the Sale Assets.
The Sale Assets Interest acquired by the NZOG Entities will be held 70% by subsidiaries of NZOG and 30% by subsidiaries of Cue of which NZOG is a 50.04% shareholder. The Transaction is subject to customary completion adjustments and conditions precedent, including Central financier, gas sales customer and joint venture consents, regulatory and Foreign Investment Review Board approvals and NZOG obtaining ordinary shareholder resolution approval, noting its 69.9% shareholder O.G. Oil and Gas (Singapore) Pte. Ltd, has already confirmed it will vote in favour of the Transaction. Where the conditions precedent are not satisfied or waived by 15 August 2021 (or 30 days after this date if so elected), then relevant parties may terminate the sale and purchase agreement before completion.
The Transaction's effective date is 1 July 2020, with total consideration at that date consisting of:
- $29 million as an upfront payment;
- $40 million as deferred cash payments allocated to fund Central's share of an agreed work programme for development and appraisal activities and a committed two-well Exploration Programme planned to commence this year, and certain other near-term development and appraisal activities;
- $23 million (Central's book value at the effective date) through an assumption by the NZOG Entities of obligations to supply up to 4.9 PJ of gas (50% interest acquired at the effective date) which has previously been paid for but not delivered under pre-sale or 'take-or-pay' arrangements; and
- a completion adjustment for net cash flows generated between the effective date and the completion date.
It is expected that the Transaction will complete in Q3 2021 and the consideration value would be circa $85m to Central at the expected completion date, after adjusting for net cash flows generated, expected carried funding utilised and movement in liabilities associated with the Sale Assets between effective date and the expected completion date.
In the quarter that the Transaction completes, Central will repay $30 million of the principal outstanding under the Macquarie loan facility, reducing the facility balance to $36.8 million (should completion occur in Q3 2021).
The Exploration Programme to be funded under the Transaction consists of two committed prospects (Palm Valley Deep and Dingo Deep) which target 192 PJ of (unrisked) mean prospective gas resources (96 PJ net to Central after the Transaction). These are two highly prospective prospects which Central has been progressing throughout the sell-down process, targeting proven hydrocarbon-bearing formations which can be efficiently tied-in to existing and future infrastructure. Both exploration well designs will access production from the existing producing formation in the event that the deeper exploration target is not successful. Drilling has been pre-approved by Central and the NZOG Entities and is expected to commence in Q4 2021.
The Transaction also comprises of the following elements:
- NZOG Entities will have a right to consider purchasing an interest in the DSA which includes Orange-3 should Central ever seek to sell down a portion of its current 100% interest in order to allow NZOG Entities an opportunity to achieve an equalised working interest with Central across operating assets within the Amadeus Basin.
- Central will manage marketing and administration of the NZOG Entities' gas produced from the Sale Assets under joint gas marketing arrangements.
- Establishment of joint venture collective voting arrangements with the intention that Central, NZOG and Cue entities will remain aligned in relation to future voting at the joint venture operating committee level on issues regarding the Mereenie joint venture.
- Stamp duty for the Transaction will be shared equally between Central and the NZOG Entities.
After completion of the Transaction, Central's share of Proved and Probable (2P) reserves in the Amadeus Basin Producing Assets will be 75.6 PJ of gas and 0.485 mmbbl of oil at the 1 July 2020 effective date, with the Exploration Programme targeting 96 PJ of prospective gas resources (Central's share after the Transaction).
Mereenie Joint Venture commercial arrangement
The Transaction will result in Central retaining the existing gas overlift balance at Mereenie and extending Central's existing three-year gas sale agreement with Macquarie Mereenie Pty Ltd ("MM") (Central's current joint venture partner at Mereenie), which expires on 31 December 2022, through a 2.4 PJ gas purchase agreement to be effective on 1 January 2023.
Central's gas overlift balance at Mereenie will be gradually reduced to nil by mid-2026 at a rate consistent with the current arrangement of 2 TJ/d.
CEO and Board Commentary
Central's Board and Management believe the Transaction to be a major step in executing the Company's strategic objectives. The Transaction will underwrite further exploration and development in the Amadeus Basin and releases a portion of the inherent value in our operating assets, acquired only 6 years ago.
Leon Devaney, Central's Managing Director and CEO said: "Having been so closely involved in the acquisition of our operating assets, I am now excited to see the value, created over what have been difficult market conditions, partially released. Not only are we paying down debt and reducing our liabilities, but our remaining interests will have significant near-term growth upside without funding from Central, with circa $100 million of JV investment in development, appraisal and exploration in our Amadeus Basin assets."
Mr Devaney added: "I am also very excited to be working with NZOG and Cue to extract full value from our Amadeus Basin operating assets. NZOG, through their major shareholder the Ofer Global Group, has strong financial capacity and a similar approach to Central to maximise shareholder value and create growth from a strong operating foundation."
"Emerging from the 2020 downturn, we set an aggressive growth strategy for the business, and with today's announcement we continue to deliver on that strategy. With our Range Pilot Program underway and FID targeted for 2022, significant development activities across our operating assets, and two significant exploration wells now funded for commencement in 2021, this is an exciting time for Central's shareholders".
Andrew Jefferies, CEO of NZOG said "We have watched with admiration Central's growth in the Amadeus over the past few years, and see real alignment in terms of scale, culture, values and technical expertise, so I am pleased to combine our efforts to further develop these remarkable fields and provide additional gas into the burgeoning Australian market. Like us, Australia sees clean burning natural gas as the key to transitioning to the low carbon future."
Matthew Boyall, CEO of Cue commented on the transaction, "Cue is excited to be entering into this transaction with Central, who have proven themselves to be strong operator of these fields, and looks forward to working together on the planned growth activities."
To view full details, please visit:
About Central Petroleum Limited
Central Petroleum Limited (ASX:CTP) is a well-established, and emerging ASX-listed Australian oil and gas producer. In our short history, Central has grown to become the largest onshore gas producer in the Northern Territory (NT), supplying industrial customers and senior gas distributors in NT and the wider Australian east coast market.
Central is positioned to become a significant domestic energy supplier, with exploration and development plans across 180,000 km2 of tenements in Queensland and the Northern Territory, including some of Australia's largest known onshore conventional gas prospects. Central has also completed an MoU with Australian Gas Infrastructure Group (AGIG) to progress the proposed Amadeus to Moomba Gas Pipeline to a Final Investment Decision.
We are also seeking to develop the Range gas project, a new gas field located among proven CSG fields in the Surat Basin, Queensland with 135 PJ (net to Central) of development-pending 2C contingent resource.
New Zealand Oil & Gas Limited
Cue Energy Resources Limited
Central Petroleum Limited