Africa Oil Corp has announced the completion of the amalgamation to consolidate all of the Prime Oil & Gas Coöperatief U.A shareholding in Africa Oil Corp. The amalgamation transaction between Africa Oil Corp and BTG Pactual Oil & Gas S.a.r.l consolidates their joint 50:50 ownership shareholdings in Prime Oil & Gas Coöperatief U.A.
Under the terms of the definitive agreement, BTG Pactual Holding S.a.r.l, the entity which holds BTG Oil & Gas' interest in Prime, has amalgamated with a newly created subsidiary of Africa Oil. In turn, BTG Oil & Gas will receive newly issued common shares in Africa Oil, resulting in BTG Oil & Gas owning approximately 35% of the outstanding share capital of Africa Oil.
The remaining approximately 65% of the enlarged Africa Oil, on a partially diluted basis, will continue to be held by existing Africa Oil securityholders.
Prime is a joint venture company between Africa Oil and BTG Oil & Gas, with activity focused on exploration and production of oil and gas in Nigeria. With headquarters in Rotterdam and subsidiaries in Nigeria, Prime owns interests in two world-class producing deep-water assets located offshore Nigeria.
The assets include an 8% participating interest in Chevron-operated Agbami field, and petroleum prospecting license, as well as a 16% participating interest in TotalEnergies-operated Akpo field, Egina field, and Preowei field.
Banwo & Ighodalo advised Africa Oil Corporation in connection with the transaction.
TEMPLARS advised Prime in connection with the transaction.
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