TIDMTGL
RNS Number : 1797V
TransGlobe Energy Corporation
08 August 2022
Below, repeated in full, is an update announcement released by
VAALCO Energy Inc. ("VAALCO") in connection with the proposed
arrangement between the Company and VAALCO.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
VAALCO ANNOUNCES BOARD APPROVED SHARE BUY-BACK POST CLOSING AND
PROVIDES UPDATE ON TRANSFORMATIONAL TRANSACTION
HOUSTON, TEXAS, CALGARY, ALBERTA, August 8, 2022 - VAALCO
Energy, Inc. (NYSE: EGY; LSE: EGY) ("VAALCO") and TransGlobe Energy
Corporation (TSX: TGL; NASDAQ: TGA; AIM: TGL) ("TransGlobe")
(VAALCO and TransGlobe together, the "Combined Company"), announces
that VAALCO's Board has approved a share buy-back program of up to
US$30 million, equivalent to up to US$0.27/share(1) , to be
commenced promptly subject to completion of the proposed
combination (the "Transaction") of VAALCO and TransGlobe taking
place.
The proposed share buy-back is in addition to the previously
announced post-closing targeted dividend of US$28 million for 2023,
or US$0.25/share annually. The dividend is to be paid quarterly,
with the first payment to be made in the first quarter post
completion.
VAALCO has posted an updated presentation on its website,
providing updated and supplemental information on the Transaction
announced on July 14, 2022. Additionally, VAALCO's presentation is
accompanied by a podcast hosted by VAALCO's Chief Executive
Officer, George Maxwell, and Chief Financial Officer, Ron Bain.
This podcast will be uploaded to VAALCO's website in the Investor
Relations tab under News and Events.
TransGlobe has also posted an updated presentation on its
website, providing updated and supplemental information on the
Transaction announced on July 14, 2022. Additionally, TransGlobe's
Chairman, David Cook, and Chief Executive Officer, Randy Neely,
alongside VAALCO Chief Executive Officer, George Maxwell, will also
be hosting a webcast for TransGlobe shareholders on August 10,
2022. Joining instructions for the webcast are provided below.
George Maxwell, VAALCO's Chief Executive Officer commented, "I
am pleased that VAALCO's Board has approved a share buy-back
program of up to US$30 million (equivalent to up to
US$0.27/share(1) ) that will come into effect subject to the
combination transaction being completed. We believe this further
enhances the value of the transaction to both sets of shareholders
and demonstrates the strength of the cash flows that we expect the
Combined Company to generate. The proposed share buy-back is in
addition to the US$28 million (or US$0.25/ share) annually that we
have targeted as shareholder dividends, payable on a quarterly
basis, following the transaction closing. By combining these two
companies we are able to build scale, a stronger balance sheet and
a more material and diversified baseline of production. This should
allow us to generate meaningful cash flow to fund increased
shareholder dividends, share buy-backs and potential supplemental
shareholder returns at a rate that would not be achievable by
either of VAALCO or TransGlobe on a standalone basis. We also
believe that the enhanced scale and profile of the Combined Company
is deserving of improved valuation multiples. We believe that a
potential increase in the valuation of the Combined Company coupled
with up to an equivalent of $0.52 cents per diluted share, in
post-closing dividends and share buy-backs(1) , presents a clear
and compelling value proposition for this transaction."
"There is significant inherent value within the Combined
Company's portfolio, with a large reserve base, substantial upside
potential across the enlarged resource base, and strong production,
with mid-point guidance of 18.4 thousand barrels of oil equivalent
per day ("mboe/d") for 2022 and preliminary outlook of 19.5 mboe/d
in 2023. The enlarged production profile of the Combined Company
will support enhanced cash flow and shareholder returns going
forward and, assuming the Brent oil price is within a range of
approximately US$90 to US$120/bbl in 2023, the Combined Company
could generate Adjusted EBITDA(2) of between US$350 and US$505
million. This is a substantial increase in Adjusted EBITDA compared
to the US$190 to $230 million VAALCO standalone estimate for 2022,
using the same pricing assumptions for the remainder of 2022."
"We plan to continue to hedge to protect cash flow for our
shareholder returns program and capital investment plans and allow
upside participation. In July 2022, we added costless collars for
the fourth quarter of 2022 covering 326 thousand barrels of oil
production. This hedge provides downside protection if the price
were to fall below $70 per barrel and allows us to benefit on the
upside up to $122 per barrel. We feel this is a great way to
protect our cash flows and we will look to opportunistically add
hedges like this moving forward."
"Additionally, we have identified numerous synergies that the
Combined Company can capture to unlock additional value. We plan to
capture synergies which include delisting TransGlobe from AIM, the
TSX and the Nasdaq exchanges, reducing overall Board and executive
positions, consolidating advisors, as well as back-office and
supply chain led contracting efficiencies that can total up to
US$30 to US$50 million over the next seven years. This would
meaningfully improve our margins and enhance our future cash flow
generation which would not be possible as standalone
companies."
"We are proceeding with the preparation of the proxy materials
to provide more information to both our shareholders and for
TransGlobe shareholders, but we wanted to give additional details
now to further demonstrate how this transaction benefits both sets
of shareholders as detailed in the updated presentation. We are
excited for the future of the Combined Company and believe that it
provides the opportunity to expand on our commitment of returning
value to shareholders, while also growing value in the underlying
business at a rate that neither VAALCO or TransGlobe can provide on
a standalone basis."
David Cook, Chairman of TransGlobe Energy commented, "The
combination of TransGlobe and VAALCO is a great fit. Our Board is
confident that the integrated business and portfolio will
significantly strengthen the Combined Company creating a
world-class African-focused E&P with a higher quality inventory
of diverse growth options. This creates and underpins a robust
balance sheet to accelerate sustainable, enhanced shareholder
returns. This is demonstrated by the announcement to initiate both
a dividend and buyback upon completion."
"The Combined Company will also benefit from a strengthened,
joint TransGlobe and VAALCO Board providing continuity of
stewardship as it delivers the very material new business. The
combined entity will be a greatly beneficial next step for both
businesses and our shareholders. We are now proceeding with
preparing our proxy materials for shareholders as we work towards
delivering a successful combination."
TransGlobe Webcast Details
TransGlobe's Chairman, David Cook, and Chief Executive Officer,
Randy Neely, alongside VAALCO Chief Executive Officer, George
Maxwell, will host a live webcast at 4:00pm (BST) / 9.00am (MDT) on
August 10, 2022 via the Investor Meet Company platform.
To join the webcast, investors must register with Investor Meet
Company in advance and add to meet TransGlobe Energy Corporation
via:
https://www.investormeetcompany.com/transglobe-energy-corporation/register-investor
Investors who already follow TransGlobe Energy Corporation on
the Investor Meet Company platform will automatically be
invited.
Questions can be submitted pre-event via your Investor Meet
Company dashboard up until 4:00pm (BST) / 9:00 am (MDT) the day
before the webcast or at any time during the live webcast.
If you are in the UK, you should only access the podcast or
webcast if you are: (i) a 'qualified investor' within the meaning
of section 86 (7) of FSMA purchasing as principal or in
circumstances under section 86 (2) of FSMA; and (ii) have
professional experience in matters relating to investments and who
fall within the category of persons set out in Article 19 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 as amended (the "Order") or are high net worth companies
within the meaning set out in Article 49 of the Order; or (iii) are
otherwise permitted to access the podcast or webcast.
Enquiries:
VAALCO Investor Contact
Al Petrie
Chris Delange +1 713 543 3422
VAALCO Financial Advisor
Stifel, Nicolaus & Company, Incorporated
Callum Stewart
Simon Mensley +44 20 7710 7600
VAALCO Financial PR
Buchanan +44 20 7466 5000 VAALCO@buchanan.uk.com
Ben Romney
Jon Krinks
Chris Judd
TransGlobe Investor Contact
Randy Neely (CEO) +1 403 264 9888 investor.relations@trans-globe.com
Eddie Ok (VP and CFO)
TransGlobe Financial Advisor
Evercore Partners International LLP
David Waring
Aditya Lohia
Andrew MacNiven +44 20 7653 6000
TransGlobe Nomad & Broker
Canaccord Genuity Limited
Henry Fitzgerald-O'Connor
Gordon Hamilton +44 20 7523 8000
TransGlobe Investor Relations
Tailwind Associates
Darren Engels +1 403 618 8035
TransGlobe Financial PR
Camarco +4420 3757 4986 TransGlobe@camarco.co.uk
Billy Clegg
Georgia Edmonds
Emily Hall
Endnotes
(1) The buy-back program is subject to completion of the
Transaction and is expected to commence promptly post completion of
the Transaction. Prior to the start of the buy-back program, VAALCO
will disclose details of, among other things, the maximum
consideration, the maximum number of shares to be acquired and the
duration of the period for which authorization for the program has
been given. The equivalent per share value of the buy-back is
calculated as the maximum value of buy-back program, being US$30
million, divided by the enlarged share capital of the Combined
Company of approximately 108 million shares based on each company's
vested and outstanding share capital as at the date of the
arrangement agreement.
(2) Earnings before interest, tax, depreciation and
amortization, adjusted to reflect the impact of hedging but before
non-cash or unusual items, such as depletion and non-cash income
and expenses. Adjusted EBITDA also assumes the Combined Company
benefits from certain anticipated cost synergies in 2023.
About VAALCO
VAALCO, founded in 1985, is a Houston, USA based, independent
energy company with production, development and exploration assets
in the West African region.
VAALCO is an established operator within the region, holding a
63.6% participating interest in the Etame Marin block, located
offshore Gabon, which to date has produced over 126 million barrels
of crude oil and of which VAALCO is the operator.
About TransGlobe
TransGlobe Energy Corporation is a cash flow-focused oil and gas
exploration and development company whose current activities are
concentrated in the Arab Republic of Egypt and Canada. TransGlobe's
common shares trade on the Toronto Stock Exchange and the AIM
market of the London Stock Exchange under the symbol TGL and on the
NASDAQ Exchange under the symbol TGA.
Important Information About the Transaction and Where to Find
It
In connection with the Transaction, VAALCO intends to file
preliminary and definitive proxy statements with the SEC. The
preliminary and definitive proxy statements and other relevant
documents will be sent or given to the stockholders of VAALCO as of
the record date established for voting on the Transaction and will
contain important information about the Transaction and related
matters. Stockholders of VAALCO and other interested persons are
advised to read, when available, the preliminary proxy statement
and any amendments thereto and, once available, the definitive
proxy statement, in connection with VAALCO's solicitation of
proxies for the meeting of stockholders to be held to approve,
among other things, the issuance of shares of VAALCO's common stock
in connection with the Transaction because the proxy statement will
contain important information about VAALCO, TransGlobe and the
Transaction. When available, the definitive proxy statement will be
mailed to VAALCO's stockholders as of a record date to be
established for voting on the Transaction. Stockholders will also
be able to obtain, without charge, copies of (i) the proxy
statement, once available, (ii) the other filings with the SEC that
have been incorporated by reference into the proxy statement and
(iii) other filings containing information about VAALCO, TransGlobe
and the Transaction, at the SEC's website at www.sec.gov or by
directing a request to: VAALCO, 9800 Richmond Avenue, Suite 700,
Houston, TX 77042 , Attention: Secretary, telephone: +1
713-623-0801
Certain Canadian Regulatory Matters
In connection with the Transaction, TransGlobe has filed a copy
of the arrangement agreement dated July 13, 2022 amongst VAALCO,
TransGlobe and VAALCO Energy Canada ULC on its profile on SEDAR
(www.sedar.com). Further, TransGlobe intends on mailing to its
shareholders a management information circular and other relevant
documents as of the record date established for voting on the
Transaction, which will contain important information about the
Transaction and related matters. Shareholders of TransGlobe are
advised to read, when available, the management information
circular in connection with TransGlobe's solicitation of proxies
for the meeting of TransGlobe shareholders to approve the
Transaction. When finalized, the management information circular
will be mailed to TransGlobe shareholders as of a record date to be
established for voting on the Transaction. TransGlobe shareholders
will also be able to obtain copies of the management information
circular on TransGlobe's SEDAR profile (www.sedar.com).
Participants in the Transaction Solicitation
VAALCO, TransGlobe and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from VAALCO's stockholders in connection with the Transaction.
VAALCO's stockholders and other interested persons may obtain,
without charge, more detailed information (i) regarding the
directors and officers of VAALCO in VAALCO's 2021 Annual Report on
Form 10-K filed with the SEC on March 11, 2022, its proxy statement
relating to its 2022 Annual Meeting of Stockholders filed with the
SEC on April 22, 2022 and other relevant materials filed with the
SEC when they become available; and (ii) regarding TransGlobe's
directors and officers in TransGlobe's 2021 Annual Information
Form, which is attached as Exhibit 99.1 to Form 40-F, filed with
the SEC on March 17, 2022 and other relevant materials filed with
the SEC when they become available. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to VAALCO's stockholders in connection with
the Transaction will be set forth in the proxy statement for the
Transaction when available. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the Transaction will be included in the proxy
statement that VAALCO intends to file with the SEC.
Forward-Looking Statements
This announcement includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), Section 21E of the Securities
Exchange Act of 1934, as amended, which are intended to be covered
by the safe harbors created by those laws and other applicable laws
and "forward-looking information" within the meaning of applicable
Canadian securities laws. Where a forward-looking statement
expresses or implies an expectation or belief as to future events
or results, such expectation or belief is expressed in good faith
and believed to have a reasonable basis. All statements other than
statements of historical fact may be forward-looking statements.
The words "anticipate," "believe," "estimate," "expect," "intend,"
"forecast," "outlook," "aim," "target," "will," "could," "should,"
"may," "likely," "plan," "probably" or similar words may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements in this announcement include, but are not limited to,
statements relating to (i) the Transaction and its expected terms,
timing and closing, including receipt of required approvals, if
any, satisfaction of other customary closing conditions and
expected changes and appointments to the executive team and board
of directors; (ii) estimates of pro forma reserves and future
drilling, production and sales of crude oil and natural gas; (iii)
estimates of future cost reductions, synergies, including pre-tax
synergies, savings and efficiencies; (iv) expectations regarding
VAALCO's ability to effectively integrate assets and properties it
may acquire as a result of the Transaction into VAALCO's
operations; (v) expectations regarding future exploration and the
development, growth and potential of VAALCO's and TransGlobe's
operations, project pipeline and investments, and schedule and
anticipated benefits to be derived therefrom; (vi) expectations
regarding future investments or divestitures; (vii) expectations of
future dividends and returns to stockholders including share
buy-backs; (viii) expectations of future balance sheet strength and
credit ratings including pro forma financial metrics; (ix)
expectations of future equity and enterprise value; (x)
expectations regarding the listing of VAALCO's common stock on the
NYSE and LSE and de-listing of TransGlobe's shares from Nasdaq, the
TSX and AIM; (xi) expectations regarding the percentage share of
the combined company that are expected to be owned by existing
VAALCO stockholders and TransGlobe shareholders; (xii) expectations
of future plans, priorities and focus and benefits of the proposed
arrangement and the Combined Company; (xiii) the Combined Company's
environmental, social and governance related focus and commitments,
and the anticipated benefits to be derived therefrom; (xiv) terms
of hedging contracts; and (xv) expectations relating to resource
potential and the potential to add reserves. Additionally
statements relating to "reserves" are deemed to be forward-looking
statements, as they involve the implied assessment based on certain
estimates and assumptions, that the reserves described exist in the
quantities predicted or estimated and can be profitably produced in
the future. Forward looking statements regarding the percentage
share of the Combined Company that are expected to be owned by
existing VAALCO stockholders and TransGlobe shareholders have been
calculated based on each company's vested outstanding shares as of
the date of the Arrangement Agreement.
Dividends of VAALCO beyond the third quarter of 2022 have not
yet been approved or declared by the board of directors of VAALCO.
VAALCO management's expectations with respect to future dividends,
annualized dividends or other returns to stockholders, including
share buy-backs, are forward-looking statements. Investors are
cautioned that such statements with respect to future dividends and
share buy-backs are non-binding. The declaration and payment of
future dividends or the terms of any share buy-backs remain at the
discretion of the board of directors of VAALCO and will be
determined based on VAALCO's financial results, balance sheet
strength, cash and liquidity requirements, future prospects, crude
oil and natural gas prices, and other factors deemed relevant by
the board of directors of VAALCO. The board of directors of VAALCO
reserves all powers related to the declaration and payment of
dividends. Consequently, in determining the dividend to be declared
and paid on VAALCO common stock, the board of directors of VAALCO
may revise or terminate the payment level at any time without prior
notice.
Such forward-looking statements are subject to risks,
uncertainties and other factors, which could cause actual results
to differ materially from future results expressed, projected or
implied by the forward-looking statements. These risks and
uncertainties include, but are not limited to: the ability to
obtain stockholder, shareholder, court and regulatory approvals, if
any, in connection with the Transaction; the ability to complete
the Transaction on anticipated terms and timetable; the possibility
that various closing conditions for the Transaction may not be
satisfied or waived; risks relating to any unforeseen liabilities
of VAALCO or TransGlobe; the tax treatment of the Transaction in
the United States and Canada; declines in oil or natural gas
prices; the level of success in exploration, development and
production activities; adverse weather conditions that may
negatively impact development or production activities; the timing
and costs of exploration and development expenditures; inaccuracies
of reserve estimates or assumptions underlying them; revisions to
reserve estimates as a result of changes in commodity prices;
impacts to financial statements as a result of impairment
write-downs; the ability to generate cash flows that, along with
cash on hand, will be sufficient to support operations and cash
requirements; the ability to attract capital or obtain debt
financing arrangements; currency exchange rates and regulations;
actions by joint venture co-owners; hedging decisions, including
whether or not to enter into derivative financial instruments;
international, federal and state initiatives relating to the
regulation of hydraulic fracturing; failure of assets to yield oil
or gas in commercially viable quantities; uninsured or underinsured
losses resulting from oil and gas operations; inability to access
oil and gas markets due to market conditions or operational
impediments; the impact and costs of compliance with laws and
regulations governing oil and gas operations; the ability to
replace oil and natural gas reserves; any loss of senior management
or technical personnel; competition in the oil and gas industry;
the risk that the Transaction may not increase VAALCO's relevance
to investors in the international E&P industry, increase
capital market access through scale and diversification or provide
liquidity benefits for stockholders; and other risks described (i)
under the caption "Risk Factors" in VAALCO's 2021 Annual Report on
Form 10-K filed with the SEC on March 11, 2022; and (ii) in
TransGlobe's 2021 Annual Report on Form 40-F, filed with the SEC on
March 17, 2022 or TransGlobe's annual information form for the year
ended December 31, 2021 dated March 17, 2022. Neither VAALCO nor
TransGlobe is affirming or adopting any statements or reports
attributed to the other (including oil and gas reserves
information) in this announcement or made by the other outside of
this announcement. More information on potential factors that could
affect VAALCO's or TransGlobe's financial results will be included
in the preliminary and the definitive proxy statements that VAALCO
intends to file with the SEC in connection with VAALCO's
solicitation of proxies for the meeting of stockholders to be held
to approve, among other things, the issuance of shares of VAALCO
common stock in connection with the Transaction. There may be
additional risks that neither VAALCO nor TransGlobe presently
knows, or that VAALCO or TransGlobe currently believes are
immaterial, that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect VAALCO's and TransGlobe's
expectations, plans or forecasts of future events and views as of
the date of this announcement. Should one or more of these risks or
uncertainties materialize, or should any of the assumptions prove
incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. No obligation is
being undertaken to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities
laws.
Certain Assumptions Relating to Forward Looking Statements
Forward-looking statements or information are based on a number
of factors and assumptions which have been used to develop such
statements and information but which may prove to be incorrect.
Although TransGlobe and VAALCO believe the expectations reflected
in such forward-looking statements or information are reasonable,
undue reliance should not be placed on forward-looking statements
because TransGlobe and VAALCO can give no assurance that such
expectations will prove to be correct. Many factors could cause
actual results to differ materially from those expressed or implied
in any forward-looking statements contained herein.
In addition to other factors and assumptions which may be
identified in this announcement, assumptions have been made
regarding, among other things, anticipated production volumes; the
timing of receipt of regulatory and shareholder approvals for the
arrangement; the ability of the combined business to realize the
anticipated benefits of the arrangement; ability to effectively
integrate assets and property as a result of the arrangement;
ability to obtain qualified staff and equipment in a timely and
cost-efficient manner; regulatory framework governing royalties,
taxes and environmental matters in the jurisdictions in which
TransGlobe and VAALCO conducts and the combined business will
conduct its business; future capital expenditures; future sources
of funding for capital programs; current commodity prices and
royalty regimes; future exchange rates; the price of oil; the
impact of increasing competition; conditions in general economic
and financial markets; availability of drilling and related
equipment; effects of regulation by governmental agencies; future
operating costs; uninterrupted access to areas of operation and
infrastructure; recoverability of reserves and future production
rates; the combined business will have sufficient cash flow, debt
and equity sources or other financial resources required to fund
its capital and operating expenditures and requirements as needed;
results of operations will be consistent with expectations; current
or, where applicable, proposed industry conditions, laws and
regulations will continue in effect; the estimates of reserves and
resource volumes and the assumptions related thereto are accurate
in all material respects; and other matters.
No Offer or Solicitation
This announcement shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Transaction. This announcement is for information
purposes only and shall not constitute a recommendation to
participate in the Transaction or to purchase any securities. This
announcement does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
securities in any jurisdiction, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of section 10 of the Securities
Act, or by means of a prospectus approved by the Financial Conduct
Authority, or an exemption therefrom.
Use of Projected Financial Information
This announcement contains projected financial information with
respect to VAALCO and TransGlobe, namely Adjusted EBITDA and
expected production. Such projected financial information
constitutes forward-looking information, and is for illustrative
purposes only and should not be relied upon as necessarily being
indicative of future results. The assumptions and estimates
underlying such projected financial information are inherently
uncertain and are subject to a wide variety of significant
business, economic, competitive and other risks and uncertainties
that could cause actual results to differ materially from those
contained in the prospective financial information. See
"Forward-Looking Statements" paragraph above . Actual results may
differ materially from the results contemplated by the projected
financial information contained in this announcement, and the
inclusion of such information in this announcement should not be
regarded as a representation by any person that the results
reflected in such projections will be achieved. The independent
auditors and the independent registered public accounting firms of
VAALCO and TransGlobe have not audited, reviewed, compiled or
performed any procedures with respect to the projected financial
information for the purpose of their inclusion in this
announcement, and accordingly, none of them expressed an opinion or
provided any other form of assurance with
respect thereto for the purpose of this announcement. No
undertaking is made to update any projected financial information,
except as required by applicable law.
Use of Non-GAAP and Other Financial Measures
Some of the financial information and data contained in this
announcement, such as Adjusted EBITDA, has not been prepared in
accordance with United States generally accepted accounting
principles ("GAAP") or with the International Standards of
Financial Reporting ("IFRS"). VAALCO and TransGlobe believe these
non-GAAP, non-IFRS, or other financial measures of financial
results, respectively, provide useful information to management and
investors regarding certain financial and business trends relating
to each of VAALCO's and TransGlobe's financial condition and
results of operations. VAALCO and TransGlobe believe that the use
of these non-GAAP, non-IFRS, or other financial measures,
respectively, provides an additional tool for investors to use in
evaluating projected operating results and trends in and in
comparing each of VAALCO's and TransGlobe's financial measures with
other similar companies, many of which present similar non-GAAP,
non-IFRS, or other financial measures to investors. Each of
VAALCO's and TransGlobe's management does not consider these
non-GAAP, non-IFRS, or other financial measures, respectively, in
isolation or as an alternative to financial measures determined in
accordance with GAAP or IFRS, as the case may be. The principal
limitation of these financial measures is that they exclude
significant expenses and income that are required by GAAP or IFRS
to be recorded in VAALCO's and TransGlobe's financial statements.
In addition, they are subject to inherent limitations as they
reflect the exercise of judgments by management about which
expenses and income are excluded or included in determining these
financial measures. In order to compensate for these limitations,
Each of VAALCO's and TransGlobe's management presents non-GAAP
financial or other financial measures in connection with GAAP or
IFRS results .
Oil and Gas Advisories Relating to TransGlobe
BOEs may be misleading, particularly if used in isolation. A BOE
conversation ratio of six thousand cubic feet of natural gas to one
barrel of oil equivalent (6 MCF: 1 Bbl) is based on an energy
equivalency conversion method primarily applicable at the burner
tip and does not represent a value equivalency at the wellhead.
Given that the value ratio based on the current price of crude oil
as compared to natural gas is significantly different from the
energy equivalency of 6:1, utilizing a conversion on a 6:1 basis
may be misleading as an indication of value.
Inside Information
This announcement contains inside information as defined in
Regulation (EU) No. 596/2014 on market abuse which is part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("MAR") and is made in accordance with the Company's obligations
under article 17 of MAR. The person responsible for arranging the
release of this announcement on behalf of VAALCO is Michael Silver,
Corporate Secretary of VAALCO and on behalf of TransGlobe is Eddie
Ok, Corporate Secretary of TransGlobe.
Evercore Partners International LLP ("Evercore"), acts as
financial adviser to TransGlobe. Evercore acts solely for
TransGlobe, and will not be responsible to anyone other than
TransGlobe for providing the protections afforded to its customers
or for advising any other person in relation to the contents of
this announcement or on any transaction or arrangement referred to
in this announcement. Evercore has not authorised the contents of
this announcement (or any part of it) and no representation or
warranty (express or implied) is made, or liability accepted, by
Evercore as to any of the contents of this announcement without
prejudice to any liability for, or remedy in respect of, fraudulent
misrepresentation.
Stifel, Nicolaus & Company, Incorporated ("Stifel"), acts as
financial adviser to VAALCO. Stifel acts solely for VAALCO, and
will not be responsible to anyone other than VAALCO for providing
the protections afforded to its customers or for advising any other
person in relation to the contents of this announcement or on any
transaction or arrangement referred to in this announcement. Stifel
has not authorised the contents of this announcement (or any part
of it) and no representation or warranty (express or implied) is
made, or liability accepted, by Stifel as to any of the contents of
this announcement without prejudice to any liability for, or remedy
in respect of, fraudulent misrepresentation.
Canaccord Genuity Limited ("Canaccord"), a member firm of the
LSE, is authorised and regulated by the FCA and acts as nominated
adviser and broker to TransGlobe. Canaccord acts solely for
TransGlobe, and will not be responsible to anyone other than
TransGlobe for providing the protections afforded to its customers
or for advising any other person in relation to the contents of
this announcement or on any transaction or arrangement referred to
in this announcement. Canaccord's responsibilities as TransGlobe's
nominated adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed solely to the LSE and are not
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END
POSGBGDIGBGDGDI
(END) Dow Jones Newswires
August 08, 2022 02:00 ET (06:00 GMT)
Grafico Azioni Transglobe Energy (LSE:TGL)
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Grafico Azioni Transglobe Energy (LSE:TGL)
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