LONDON, UK / ACCESSWIRE / November 13, 2019 / Starcrest Nigeria Energy Limited today issues caution on the proposed acquisition of Eland Oil and Gas Plc by Seplat Petroleum Development Company. The proposed acquisition, announced on October 15, 2019 (see proposed terms at https://tools.morningstar.co.uk/tsweu6nqxu/globaldocuments/document/rnsNewsItem.aspx?DocumentId=LSE20191015070004_14265725), is currently in its offer period. According to Starcrest Counsel, Ogochukwu Ifeoma Aniekwe, the caution was issued on the following grounds:

a. It is our firm opinion that fundamental misrepresentations, or material omissions in representation, have been made to the market in general and to the respective shareholders of the offeror and the offeree, which go to the root of the Acquisition;

b. Without prejudice to the generality of the foregoing, the key asset upon which the Acquisition and the valuation of the offeree therein are represented as being based is a 45% interest in an oil mining lease in Nigeria (hereinafter ‘the License');

c. The said 45% stake in the License is not held by the offeree but by a Nigerian company, Elcrest Exploration and Production Company Limited (hereinafter ‘Elcrest'), incorporated solely in Nigeria and majority-owned by us;

d. Starcrest and Elcrest were not informed of the offer or its terms, and were not consulted for the purpose of any due diligence regarding the offer or the Acquisition, prior to the announcement of the Acquisition;

e. In the absence of guarantees we have sought from the offeror since the announcement on, inter alia, the offeror's subscription to the continued autonomy of Elcrest in accordance with Nigerian law, we are unable to guarantee the continued existence of Elcrest, and therefore of Elcrest's entitlement to the stake in the License, if the Acquisition proceeds;

f. The Nigerian Petroleum Development Company, a state-owned enterprise, is the holder of the majority 55% stake in the License and is the operator of the License. Neither the offeree nor Elcrest is the operator of the License;

g. The offeree has no direct stake in the License. The offeree also has no direct entitlement, under Nigerian law, to the hydrocarbons produced from the License. The offeree is entitled to dividend from Elcrest in which the offeree is a minority shareholder but only if and whenever Elcrest declares dividend; and

h. We are taking up the matters stated in this notice with the relevant authorities in Nigeria and the United Kingdom, and continuing consultation with our legal advisers on appropriate recourse.

About Starcrest Nigeria Energy Limited

Starcrest Nigeria Energy Limited is an independent oil and gas exploration and production company focused on oil and gas exploration and production in Nigeria and the Gulf of Guinea region. The company, which is a member of the Chrome Group of companies, has interests in OPL 291 Nigeria and in Elcrest Exploration and Production Nigeria Limited. Visit https://www.thechromegroup.net/starcrest-nigeria/.

Contact info:

Company Details
Company name: Starcrest Nigeria Energy Limited (a member of the Chrome Group)
Street: 22 Lobito Crescent, Wuse II
City: Abuja
Postcode: 900288
Country: Nigeria
Website: https://www.thechromegroup.net/starcrest-nigeria/

Contact Name: Joyce Buge
Contact Phone Number: +2348037018913
Contact Email address: [email protected]

SOURCE: Starcrest Nigeria Energy Limited