initial public offering · financial situation or particular needs of any person. investors should...
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w w w . s w a l a - e n e r g y . c o . t z
October 2013
Huge Exposure to Tanzanian O&G Plays
Initial Public Offering
Important Notice and Disclaimer
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This presentation has been prepared by Swala Oil & Gas (Tanzania) Limited (“Swala”) for sophisticated and professional investors in relation to the offer of ordinary shares in Swala (‘Swala Shares’) under the Tanzania Companies Act of 2002. The information contained in this presentation is not investment or financial product advice (nor tax, accounting or legal advice) and is not intended to be used as the basis for making an investment decision. In this regard, this presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before making any investment decision. This presentation is not a prospectus, disclosure documents or offering document under Tanzanian law (and will not be lodged with the Capital Markets and Securities Authority (“CMSA”)) or any other law. It is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. This presentation and the information contained in it does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in jurisdiction in which such offer is unlawful.
Investment Highlights
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• 17,400km2 (net) in East African Rift System • Award in 2012 prior to recent Tullow success in
Kenya
• Near term activity is low risk, value add • Seismic, build prospect inventory, drilling H2 2014
• Early mover advantage to result in further licence awards
• Currently negotiating Eyasi (50% and operatorship)
• Swala is operator • Partner and government recognition of technical
ability
• Management with proven track record of value realisation in East African oil and gas
Transaction Overview
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• Swala Oil & Gas (Tanzania) Limited (‘Swala’) is an emerging oil and gas explorer with assets located onshore Tanzania.
• Swala is seeking to raise up to Sh 3.22bn via the issue of 6.4m Swala Shares at an issue price of Sh 500 (‘Offer’), with potential overs of a further Sh 1.66bn (3.2m Swala Shares).
• Contemporaneously with the Offer, Swala intends to complete an initial public offering (‘IPO’) on the Enterprise Growth Market of the DSE.
• The proceeds of the Offer will predominantly be used to fund a proportion of Swala’s share of the 12 month work program in its Tanzania licences as well as for new business development.
• Tanzania Securities Limited has been appointed Lead Managers to the Offer and IPO.
• It is anticipated that Swala will list on the DSE in late November 2013 with a pro-forma market cap of approximately Sh 42.6bn and cash of approximately Sh 3.2bn.
YEAR COUNTRY BUYER SELLER TRANSACTION PRICE
2009 Kenya Africa Oil Corp. Turkana Resources Corporate sale $11.8 million
2010 Kenya Africa Oil Corp. Platform Resources Corporate sale $2.7 million
2010 Kenya Africa Oil Corp. Centric Energy Corporate sale $58.8 million
2010 Kenya, Ethiopia, Seychelles,
Madagascar Afren Resources Black Marlin Energy Corporate sale $110 million
2010 Uganda Tullow Oil Heritage Petroleum Asset sale $1.45 billion
2011 Kenya Africa Oil Corp. Lion Energy Corporate sale $35.8 million
2011 Kenya FAR Resources Flow Energy Corporate sale $25 million
2011 Tanzania, Uganda, DRC Ophir Energy Dominion Petroleum Corporate sale $186 million
2012 Kenya Taipan Resources Lion Petroleum Corporate sale $5.7 million
2011 Uganda CNOOC and Total Tullow Oil Asset sale $2.9 billion
2012 Mozambique, Kenya PTT Exploration Cove Energy Corporate sale $2 billion
2010 Tanzania M&P, Wentworth Resources Cove Energy Asset sale $31.5 million
2012 Ethiopia Marathon Agriterra Asset sale $40 million (+$10 MM)
TOTAL VALUE OF THE TRANSACTIONS $6.9 billion
Corporate Activity in East Africa
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With the potential for high return
CAD $0.00
CAD $2.00
CAD $4.00
CAD $6.00
CAD $8.00
CAD $10.00
CAD $12.00
January-2011 July-2011 January-2012 July-2012 January-2013 July-2013
26 March:
Oil Discovery at Ngamia-1 Well in Kenya
23 July :
acquires 50% Block 9 &15% Block 12A in Kenya
25 Jan:Ngamia-1 Well spuds in Kenya & Drilling commences in Puntland, Somalia
7 May:
Ngamia-1 well discovers additional oil in Kenya
5th June:Shabeel North Well spuds in Puntland
Aug 21: Twiga South-1,
onshore Kenya well spuds
1 Oct:
Paipai-1 Well
Spuds in onshore Kenya
14 Jan:
Sabisa well spuds in
SouthOmo permit, Ethiopia
13 May:
Etuko-1 well
spuds in Kenya
24 July: Ekales-1 Well Spuds
in Kenya
Africa Oil (TSX)
Early does not mean risky
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Cove Energy (LSE)
Asset Overview – 17,400km2
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Asset Operator Interest Status Licence expiry date Licence area Work
commitments
Pangani Licence* Swala Swala 50% Otto Energy 50%
Exploration PSC 20 February 2016 (with opt-out after year 2)1
17,156 km2 Year 2: 200km 2D seismic
Kilosa-Kilombero Licence*
Swala Swala 50% Otto Energy 50%
Exploration PSC 20 February 2016 (with opt-out after year 2)1
17,675 km2 Year 2: 300km 2D seismic
Note: 1. Expiry date is for Initial Exploration Period; two Additional Exploration Periods take
expiry to 2017
* Importantly, licence terms for the Swala blocks allows early exit without penalty
should exploration results not justify further work
Kilosa-Kilombero: Overview
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Description • 50% working interest and operator in 17,675km2 (Otto
Energy 50%)
• Kilosa-Kilombero is located in a continuation of the East African Rift System in central Tanzania
• The work program for year one was fast-tracked and completed five months ahead of schedule. Results of airborne survey show there are three potential basins within the licence area, with Karoo / Tertiary potential.
• Exploration in nearby basins have identified both oil and gas shows in exploration wells.
• Currently progressing a 300km 2D survey across three basins, with Kilosa seismic completed.
Promising Kilosa seismic results
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LINE 002
Significant structuring visible
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• Large rotated fault blocks (intra-basinal highs) on lines 002, 004 and 006
• Unknown if all linked
• Good tie to basement with airborne magnetic results of 2012 survey
Initial Kidatu results also promising
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LINE 008
Kidatu – Good Tie with Magnetics
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Intra-Basinal High
• Intra-Basinal High seen on line 008 observed on magnetic depth contours to Top Basement (pink)
• Strike line should confirm presence of the structure
• From magnetic depth data the structural high may be around 30-60 square kilometres in area
Pangani: Overview
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Description
• 50% working interest and operator in 17,156km2 (Otto Energy 50%).
• Pangani is located in the eastern extension of the rift system extending southwards from Kenya.
• The work program for year one was fast-tracked and completed five months ahead of schedule. Results of airborne survey show there are two potential rift basins within the licence area.
• Current plan to shoot 200 km of 2D seismic starting late October/early November 2013.
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Forward Work Programme
Capital structure and use of funds
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Sh. 3.2bn raise Oversubscriptions (Sh. 1.6bn)
Pre-equity valuation Sh. 39.4bn Sh. 39.4bn
Equity raised Sh. 3.2bn Sh. 4.65bn
Post-equity value Sh. 42.6bn Sh. 44.2bn
Post-equity interest
Swala Energy Limited 60.3% 58.1%
Swala (in trust) 8.6% 8.3%
Other original shareholders 23.7% 22.8%
New shareholders 7.4% 10.7%
* Numbers may not add to 100% because of rounding.
Indicative Timetable
Event Date
Lodgement of Prospectus with DSE and CMSA 26 August 2013
Offer period 3rd October– 23 October
Allotment 4 November 2013
Announcement of Results 6 November 2013
Electronic crediting of shares to CDS Accounts, Dispatch of Depository receipts and payments of refunds
14 November 2013
Expected Listing Date 20 November 2013
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Value Proposition
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• Acquired 17,400km2 net position in two assets onshore Tanzania.
• Near term activity is low risk but high value-add.
• Strong, experienced and well-known board and management – ‘done it before’.
• Strong and proven relationships with international oil companies – partner of choice.
• Active business development pipeline both alone and in partnerships.
• Aim to grow portfolio and to actively develop assets under management.
Highly-Experienced Team
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Mr. Ernest Massawe Dr. David Mestres Ridge Mr. Selemani Pongolani Mr. Neil Taylor*
Non-Executive Chairman Chief Executive Officer Finance Director Exploration Director
• First chairman of the Dar es
Salaam Stock Exchange and the
Tanzania Chamber of Mines
• Over 15 years of oil and gas
industry experience.
• Background in geology,
chemical engineering, finance
and law
• over 10 years in finance, accounting, management, audit and taxation.
• Former Senior Finance Manager at PanAfrican Energy Tanzania limited, a subsidiary of Orca Exploration Group engaged in hydrocarbon exploration, development and supply of natural gas in Tanzania
• Former Exploration Manager of
East African Exploration Limited
(“EAX”).
• Geologist by background with
over 30 years of experience in
the O&G business.
Prof. Simon Mbilinyi Hon. Abdullah Mwinyi Ms. Elizabeth Obiero*
Non-Executive Director Non-Executive Director Non-Executive Director
• Former Chief Economic
Adviser to President Nyerere
and Former Finance Minister
under President Mkapa.
• Member of Parliament and a
Member of the East African
Legislative Assembly, where
he is the Chairperson of the
Legal, Privileges and Rules
Committee.
• Founder partner of Asyla
Attorneys.
• 8 years of experience in oil
and gas accounting and
finance operations, in Africa
and Overseas.
• CFO of Swala Energy Limited,
majority shareholder in
Swwala.
* Neil Taylor and Elizabeth Obiero represent the interests of Swala Energy Limited, Swala’s parent company which currently owns 65.13% of the equity in Swala.
Appendix A: Board and Management
Mr. Ernest Massawe (Non-Exec Chairman)
Mr. Massawe is Certified Accountant (ACCA, UK) and holds a Bachelors of Commerce from the then University of East Africa - Nairobi. He is the founder as well as the former Chairmain and Managing Partner of what is now the Ernst and Young Tanzania practice after having led the firm for the past 30 years until his retirement on 31st December 2010. Mr. Massawe is widely respected within the professional and business community in Tanzania which is evidenced by his many high profile appointments in the Accountancy profession, Financial services, Mining and Capital Markets sectors. Mr. Massawe was the founder and chairman of the Tanzania Association of Accountants/Board Member of the National Board of Accountants and Auditors and the first chairman of the Dar es Salaam Stock Exchange and the Tanzania Chamber of Mines. He has also served on the Banking and Financial Sector Reform Committee, The Value Added Consultative Board, the USAID sponsored Tanzania Business Centre Advisory Board and the Ministry of Finance’s Think Tank on Tax Reform and Fiscal Policy. As an entrepreneur, Mr. Massawe has interests in micro-finance, banking, insurance brokerage, real estate development, medium scale gemstone mining and stock brokerage. He is also a director in a number of leading companies in Tanzania.
Dr. David Mestres Ridge (CEO and
Director)
Dr. Mestres Ridge worked first for Total Oil Marine (1998-2000) and then worked as an independent M&A and business development advisor to oil companies active in the North Sea and North Africa (2000-2006). From 2006-2008 he was a Vice-President at the Royal Bank of Canada, first in the Global Investment Banking Oil and Gas team and then in the Equity Research team. In 2008-2009 he briefly managed Petrodel Resources, a company active in Tanzania. In 2009-2010 he worked with Black Marlin Energy during its IPO on the Toronto Stock Exchange. Dr. Mestres Ridge has a BSc in Applied Geology, an MSc in Mining Geology, a PhD in Chemical Engineering and an LLM in Law.
Mr. Selemani Pongolani (Finance
Director)
Mr. Pongolani is a Fellow Chartered and Certified Accountant (FCCA, UK), he is also registered by National Board of Accountants and Auditors of Tanzania as Associate Certified Public Accountant (ACPA). He has Master's degree in Business Administration (MBA Finance and Banking) and Bsc in Electronics & Communication. He has vast work experience of over 10 years in finance, accounting, management, audit and taxation. He started his career with audit firm PricewaterhouseCoopers (PWC) Tanzania where he worked for five years (2003 – 2008), before joining Celtel Tanzania Limited as Tax Manager (2008 – 2009). From 2009 to 2011 he was Finance Manager at Gapco Tanzania Limited, a subsidiary of Reliance Industries Limited dealing with importation, marketing and distribution of petroleum products. He then worked as Senior Finance Manager at PanAfrican Energy Tanzania limited, a subsidiary of Orca Exploration Group engaged in hydrocarbon exploration, development and supply of natural gas in Tanzania (2011-2013).
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Appendix A: Board and Management
Mr. Neil C. Taylor (Non-Executive
Director)
Mr. Taylor is the former Exploration Manager of East African Exploration Limited ("EAX"), Black Marlin Energy's E&P subsidiary. A geologist by background, Mr. Taylor has over 30 years of experience in the oil and gas business with internationally renowned E&P companies including British Petroleum (1981-1992) and Woodside Energy (1992-2007). Through his time with those companies Mr. Taylor has been involved with or led exploration and production activities world-wide, including significant work with the giant gas fields of the northwest shelf of Australia and exploration in Europe, North Sea, South East Asia, Australia and the Middle East. Mr. Taylor joined EAX in 2008 with the remit of growing the company's asset base, and added six new licences to BMEL's portfolio during his tenure. Mr. Taylor represent the interests of Swala Energy Limited on the board.
Professor Simon Mbilinyi (Non-
Executive Director)
Professor Mbilinyi was Chief Economic Adviser to President Nyerere (1975-1983); Principal Secretary to the Ministry of Agriculture and Livestock Development (1982-1985); and Ambassador to the European Community, Belgium and Luxembourg (1985-1989) before becoming Principal Secretary of the Ministry of Finance (1989-1991). From 1991 to 1995 he was Managing Director of the National Development Corporation and, from 1995 to 1996 was Minister of Finance for President Mkapa. From 1995 he was Member of Parliament for Peramiho Constituency (1995-2005) and Chairman of the Tanzania Investment Centre (1998-2010); the Open University of Tanzania (2000-2010); the Tanzania Chamber of Mines (2003-2005); and the National Development Corporation (2002-2010). Professor Mbilinyi has a BA in Agricultural Economics (Ithaca University), an MA in Economics (Stanford University) and a PhD in Economics (University of Dar es Salaam).
The Hon. Abdullah Mwinyi
(Non-Executive Director)
The Hon. Mwinyi worked firstly as State Attorney for the Ministry of Legal Affairs (1996-1997) before joining BP as Supply and Trade Coordinator (1999-2002), Project Manager (2002-2004) and Company Secretary (2004-2005). From 2005 to 2007 he was an Associate with Mkono and Company. From 2007 he has been a Member of Parliament and a Member of the East African Legislative Assembly, where he is the Chairperson of the Legal, Privileges and Rules Committee. In 2007 the Hon. Mwinyi established Asyla Attorneys, where he specialises in corporate, commercial, labour and employment law. The Hon. Mwinyi has an LLB in Law and an LLM in Commercial Law (both from the University of Cardiff).
Ms. Elizabeth Obiero (Non-Executve
Director)
Ms. Obiero is a qualified CPA with a Bachelor of Commerce from the University of Nairobi. She has more than 10 years' experience in various accounting sections and industries. From 2002 to 2006 she worked as accountant and Senior Accountant at Kenya Airways and its subsidiary, Kenya Airfreight Handling Limited. From 2006 to 2008 she was accountant at Woodside Kenya (Nairobi) and responsible for the accounting of the subsidiary; she then moved to Woodside's Head Office in Perth until 2011, where she has been involved in all aspects of oil and gas industry accounting. Ms. Obiero represent the interests of Swala Energy Limited on the board.
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Appendix B: License Details
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Tanzania: Pangani
Licence summary
Tanzania: Kilosa-Kilombero
Licence summary
• Date of PSC: 20 February 2012
• Initial exploration period: 4 years
• Ownership: Swala Oil & Gas (Tanzania) Limited (50%), Otto Energy Limited (50%)
• Government back-in rights: 20% (carried during exploration)
• Gross acreage: 17,676 km2
• Swala Oil and Gas (Tanzania) Limited net acreage: 8,838 km2
• Date of PSC: 20 February 2012
• Initial exploration period: 4 years
• Ownership: Swala Oil & Gas (Tanzania) Limited (50%), Otto Energy Limited (50%)
• Government back-in rights: 20% (carried during exploration)
• Gross acreage: 17,156 km2
• Swala Oil and Gas (Tanzania) Limited net acreage: 8,578 km2
Planned activities / updates Planned activities / updates
• Year 2: 200km 2D seismic survey, surface geochemical sampling – Swala’s share estimated at US$1.3m (seismic)
• Year 3 /4: Drill 1 well – Swala’s share estimated at A$8.0m
• Year 2: 300km 2D seismic survey, surface geochemical sampling – Swala’s share estimated at US$2.3m (seismic)
• Year 3 /4: Drill 1 well – Swala’s share estimated at A$8.0m
C o n t a c t
Dr. David Mestres Ridge | CEO
w w w . s w a l a - e n e r g y . c o . t z
Email | [email protected]