The agreement to sell is the first of several transactions that will see Citadel Capital rationalize its portfolio by divesting non-core assets; offers significant upside potential to both Citadel Capital and its limited partners.
Golden Crescent Investments Ltd. (Golden Crescent), a Citadel Capital Opportunity-Specific Fund, signed on 6 January 2012 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.
Sea Dragon has agreed to pay cash and share consideration equal to US$147.5 million, consisting of US$60 million in cash and 350 million common shares of Sea Dragon to be issued to Golden Crescent at the closing of the transaction at a deemed price of US$0.25 per share, subject to any adjustments made in accordance with the terms of the share purchase agreement.
Concurrent with the execution of the share purchase agreement, Sea Dragon delivered US$ 2.5 million into escrow as an initial deposit against the payment of the cash consideration.
At the closing of the transaction, Golden Crescent will be granted a 20% after-payout net profits interest from production attributable to a field comprising part of an existing NPC Egypt development asset that Sea Dragon expects to bring onstream during the first quarter of 2013. Golden Crescent will also be granted a 17.5% after-payout net profits interest from production attributable to the balance of the same development asset.
“This is the first of several transactions to which we have alluded in recent months that will see Citadel Capital rationalize its portfolio through the divestiture of some non-core investments,” said Citadel Capital Chairman and Founder Dr. Ahmed Heikal.
Cash proceeds from the sale will allow Citadel Capital to recoup additional funding it has extended to Golden Crescent over and above the firm’s equity investment, with the balance remaining distributed pro-rata among the remaining Golden Crescent lenders. Citadel Capital owns 15.05% of Golden Crescent with management control; the balance of Golden Crescent’s equity is held by limited partners.
The transaction’s upside potential for Golden Crescent shareholders includes the potential appreciation of the Sea Dragon common shares received as share consideration, as well as the after-payout net profits interest.
“In agreeing to sell to Sea Dragon, in which Golden Crescent will take a direct equity stake and receive an after-payout net profits interest, we are maximizing upside potential for Citadel Capital and our LPs. Sea Dragon is headed by a world-class management team that has proven experience in the region’s upstream segment,” Heikal noted.
Sea Dragon is led by Said Arrata, a 40-year veteran of the oil and gas industry who previously built Centurion Energy International Inc., which was acquired by regional heavyweight Dana Gas in 2007 in a US$ 950 million deal. Sea Dragon is presently engaged in the exploration and development of two concessions in Egypt, including the NW Gemsa concession (10% working interest) and the Kom Ombo concession (50% working interest).
Under the share purchase agreement, Golden Crescent is entitled to designate one nominee for election to Sea Dragon’s Board of Directors for so long as it holds not less than 10% of Sea Dragon’s issued and outstanding common shares. The share purchase agreement also provides Golden Crescent with pre-emptive rights, subject to certain exceptions, to purchase or subscribe for additional common shares of Sea Dragon to maintain its pro rata equity percentage in Sea Dragon, as well as certain prospectus and piggy-back rights.
Subject to the satisfaction or waiver of all conditions set out in the share purchase agreement, Golden Crescent and Sea Dragon currently anticipate closing the transaction in late February or early March 2012.
The issue price and number of Sea Dragon common shares comprising the share consideration Golden Crescent is to receive is subject to adjustment pursuant to the share purchase agreement to ensure that Golden Crescent will not hold less than 20% of the issued and outstanding common shares of Sea Dragon at the closing date of the transaction. Accordingly, when the transaction is completed, Golden Crescent will hold at least 20% of the issued and outstanding common shares of Sea Dragon.
In accordance with the policies of the TSX Venture Exchange, a special meeting of the holders of common shares of Sea Dragon will be held on or before 29 February 2012 to approve the issuance of the share consideration, together with Golden Crescent becoming a control person of Sea Dragon. In addition, the shareholders of Sea Dragon will also be asked to pass a special resolution to approve a consolidation of the common shares of Sea Dragon on a ratio not greater than a 10 for one basis, which share consolidation is anticipated to be effected after the closing of the transaction.
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.
Statements contained in this news release that are not historical facts are based on current expectations, estimates, projections, opinions and beliefs of Citadel Capital. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Certain information contained herein constitutes “targets” or “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “seek,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Actual events or results or the actual performance of Citadel Capital may differ materially from those reflected or contemplated in such targets or forward-looking statements. The performance of Citadel Capital is subject to risks and uncertainties.
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