Tag Archives: Ardan Risk & Support Services

Africa Oilfield Logistics Ltd to dual list in the Nairobi Securities Exchange

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African focussed support services and logistics company Africa Oilfield Logistics Ltd has announced its intention to dual list on the Growth Enterprise Market Segment (‘GEMS’) of the Nairobi Securities Exchange by way of an introduction and private placing of up to 10% of the Company’s enlarged share capital, such private placing being offered solely in Kenya.

Completion of the Kenyan Listing will make Africa Oilfield the first AIM listed company to join the Kenyan exchange and marks a further step in the Company’s development as it looks to expand its existing support services business in East Africa.

“Our proposed dual listing on the Nairobi Securities Exchange is a further exciting step forwards and one which will establish the Company as a pioneer in this area. We expect that by taking this opportunity we will further align the Company with the strong regional growth currently ongoing and demonstrate in a tangible way our commitment to operating in both Kenya and the East African region as a whole. We hope that shareholders will share this vision and support the resolutions being proposed at the meeting to be held on 5 November 2014, ” said Chief Executive Officer of Africa Oilfield Carl Esprey.

The company says a Circular has been sent to shareholders giving notice of a general meeting for the purpose of approving resolutions that will enable the Company to undertake the Kenyan Listing.

As set out in the Circular, the Company will be seeking shareholder approval to resolutions to give the directors authority to issue new shares and to disapply pre-emption rights, which when passed will enable the Company to issue new shares and thereby effect the Kenyan Listing.

Following completion of the dual listing, the Company’s ordinary shares will be fully transferrable between the AIM and GEMS markets with any funds raised pursuant to the proposed placing in Kenya being applied towards growth initiatives with the Company’s current financing requirements well covered following the successful £7 million financing completed in August 2014.

“Through our primary investment into Ardan Risk & Support Services, completion of which we expect to occur following the general meeting to be held on 22 October 2014, we have already built a strong presence within the support services and logistics sector, and are currently working for a number of international companies operating in the East African region,” Esprey concluded.

Africa Oilfield Logistics Ltd seeks to fully acquire Ardan Logistics Kenya Limited

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Africa Oilfield Logistics Ltd has announced that the Board has decided to exercise the call option granted to it pursuant to the framework and option agreement announced on 28 March 2014 to acquire the entire issued share capital of Ardan Logistics Kenya Limited.

Exercise of the Call Option constitutes a reverse takeover under the AIM Rules and is therefore conditional, on shareholder approval which will be sought at a general meeting to be held on 22 October 2014.

At the General Meeting, shareholder approval will also be sought to change the Company’s name to “Atlas Development & Support Services Limited” and to make certain amendments to the Company’s articles of incorporation.

Africa Oilfield logistics has also announced the resignations of Mr Phil Edmonds and Mr Andrew Burns from the board – with Mr Ian Mann taking up the position of Chairman – together with the appointments of Mr Lachlan Monro as Chief Operating Officer and Mr Barry Lobel as Chief Financial Officer, with immediate effect.

“The acquisition of the entirety of Ardan’s operations is the next step in the Company’s objective of becoming the leading professional, efficient and profitable turn-key development and support services group in sub-Saharan Africa.  Under the new branding of “Atlas Development & Support Services”, we intend to take a joined-up approach to the expansion and delivery of our industry-leading services, extending the current contract base, new business pipeline and geographic reach of operations and further enhancing the revenue generation of the Group,” says Chief Executive Officer of Africa Oilfield Carl Esprey.

A fortnight ago  Africa Oilfield Logistics Ltd has announced that Ardan Risk & Support Services had entered into a 15 year lease over a sizeable land plot in Northern Kenya to be used for warehousing, fuel distribution, cold storage and fleet maintenance.

Africa oilfield logistics raises $12 million by share issuance

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Africa Oilfield Logistics Ltd an African focused support services and logistics company has announced it has conditionally raised approximately US$12.0 million before expenses by way of the issue of 77,800,000 new ordinary shares in the Company at a price of 9.0 pence per share.

The proceeds of the fundraising together with the existing cash resources the company says are to be applied mainly to the growth initiatives of the Company’s primary investment, Ardan Risk & Support Services.

The monies will be divided into approximately US$3.5 million for the expanded civil engineering team, which has doubled operational capacity with an additional 80-man well pad construction team while  approximately US$2.5 million will be used for capital expenditure associated with the construction of a logistics hub in Kenya to centralise field operations and approximately US$1.5 million for the establishment of a regional logistics operation in Djibouti; and for working capital and general corporate purposes, including working capital in support of any future contract awards.

The company is also waiting for the outcome of a number of tender processes which are ongoing.

According to Africa oilfield CEO Carl Esprey the cash injection of US$12 million, we will be well capitalised to implement our growth strategy and build on our support services platform in Africa, which already boasts an international client list.

“We have made excellent progress on the ground in structuring our investments to deliver the support services and logistics required by operators in the region.  The recent revenue figures from Ardan underscore our successes and highlight the opportunity available to us, something that has been recognised both by new and existing shareholders and reflected in the appetite for the Fundraising.” He said.

The company has however cautioned that the completion of the Fundraising remains conditional, inter alia, upon the approval of shareholders at a general meeting to be held on 11 August 2014 and upon admission of the new Shares to trading on the AIM market of the London Stock Exchange.

 

 

 

Africa Oilfield Logistics granted option to acquire Ardan Logistics Kenya

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Africa Oilfield Logistics, the investment company established to invest in the oil and gas logistics support industry in sub-Saharan Africa, has entered into a framework and option agreement pursuant to which:

  • overseen by Africa Oilfield, Ardan Risk & Support Services , the oilfield logistics and support services business with operations in East Africa, is undertaking a corporate and contractual restructuring programme to rationalize operational management and implementation, planning and reporting; and
  • Africa Oilfield has been granted a 3-year conditional call option which provides the right, but not the obligation, to acquire 100% of Ardan Logistics Kenya , a separate and new ‘shell’ company from which the restructured business of Ardan will be operated.

The signing of the Agreement follows negotiations conducted with the principals of Ardan during the period of exclusivity granted to the Company in August 2013 at the time when the Company acquired a 49 per cent. interest, and agreed to provide funding to, Ardan.

Together with Africa Oilfield management, the principals of Ardan have identified that the operation of the Ardan business requires and will benefit from restructuring so as to improve operational management and implementation, planning and reporting.

Accordingly, the principals of Ardan have established ALK, a separate and new ‘shell’ company in Kenya within which it will implement a new divisionalised structure through which the Ardan business will be operated going forwards. As part of this process, management of Ardan will seek to novate certain existing contracts to ALK.

Under the terms of the Agreement, an option has been granted to Africa Oilfields which provides the right, but not the obligation, to acquire 100% of the issued share capital of ALK. The Board do not intend to exercise the Option unless and until the corporate and contractual restructuring has been completed to its satisfaction.

In addition to being subject to shareholder approval, completion of the Agreement will also be subject to the satisfaction of certain other conditions, including satisfaction of any requirements of relevant competition authorities.

Recognizing that local competition authority procedures will need to be followed, in order to avoid any extended period of uncertainty in respect of completion, AOL intend to seek approvals at an early stage and, if possible, have them in place prior to exercise of the Option. In the event that the Option is not exercised, the board recognizes and acknowledges that appropriate accounting impairment may need to be made in respect of the Company’s 49% investment in Ardan, as required.

Shareholders of the Company are advised that should the Option be exercised by Africa Oilfield, such exercise will likely constitute a reverse takeover for the purposes of rule 14 of the AIM Rules for Companies (“AIM Rules”). Accordingly, the Company expects to publish a re-admission document and to convene a general meeting to approve the reverse takeover immediately upon exercise of the option. Further information will be provided in this regard in due course and, in accordance with the AIM Rules, full details relating to the reverse takeover will be provided in the re-admission document.

In the meantime, Africa Oilfield will continue to provide funding to Ardan to enable it to continue to develop its services to meet its clients’ specialist needs, in the fast moving African natural resource exploration and development sectors.

“The signing of the Agreement marks another important step in the Company’s continuing development and towards cementing its original vision of developing into a leading provider of quality turn-key support services and logistics solutions to international oil, gas and mining companies operating on the African continent. Our work since completing our original investment has shown that the Ardan business requires the proposed restructuring to fully meet its potential,”  said Chief Executive Officer of Africa Oilfield, Carl Esprey

“We believe that a successfully restructured Ardan business has the potential to become the premier support services and logistics company in the East African region. We will keep shareholders regularly updated on progress and look forward to working with our committed team through this exciting phase, with a view to maximizing value for shareholders.”