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www.T5oilandgas.com 2
Disclaimer
This document is confidential and is being supplied to you solely for your information and may not be reproduced, redistributed orpassed on, directly or indirectly, to any other person or published in whole or in part, for any purpose. In particular, neither thisdocument nor any copy of it (or any part of it) may be sent to or taken into the United States, Canada, Australia, Republic of SouthAfrica or Japan (or any of their respective territories or possessions, or to any resident thereof or any other corporation, partnershipor other such entity created or organised under the law thereof), nor may it be distributed to or for the account or on behalf of anyUS person (within the meaning of regulation S under the US Securities Act of 1933, as amended). The distribution of thispresentation in other jurisdictions may also be restricted by law and persons into whose possession this presentation comes (or acopy hereof) should inform themselves about, and observe, any such restriction. Any failure to comply with these restrictions mayconstitute a violation of the laws of any such other jurisdiction.
This document does not constitute or form any part of any offer or invitation or other solicitation or recommendation to purchase anysecurities and contains information designed only to provide a broad overview for discussion purposes. As such, all information andresearch material provided herein is subject to change and this document does not purport to provide a complete description of theinvestment opportunity. All expressions of opinion are subject to change without notice and do not constitute advice and should notbe relied upon. T5 Oil & Gas Limited (the “Company”) does not undertake any obligation to update or revise the information in orcontents of this document. Recipients of this document who may consider acquiring shares in the Company are reminded that anysuch acquisition should not be made on the basis of the information contained in this document.
The Company nor its employees, advisers or representatives nor any other person makes any guarantee, representation,undertaking or warranty, express or implied as to the accuracy, completeness, correctness or fairness of the information andopinions contained in this document (or as to the reasonableness of any assumptions on which any of the same is based or the useof any of the same), nor does the Company nor its employees, advisers or representatives nor any other person accept anyresponsibility or liability whatsoever his for any loss howsoever arising from any use of this document or its contents or otherwisearising in connection therewith.
www.T5oilandgas.com 3
Experienced Board and Executive Management
Board and Management team with proven track record
Matt O’Donoghue
Non-executive Directors
Andrew Windham Cathal Friel
Gerry SheehanExploration Director
Executive Directors
Peter HeintzelmanChief Financial Officer
Phil CrookallChief Operating Officer
Chairman
Pat Plunkett
www.T5oilandgas.com 4
Board and Management Team
Patrick Plunkett – Chairman
Pat Plunkett was Chairman of Tullow Oil plc. from 2000 to 2011, during which time the company grew
from a small cap oil and gas plc. to Africa’s leading independent oil company, worth over £12bn
Peter Heintzelman – Chief Financial Officer
Previous Head of Energy – Middle East with Standard Bank in Dubai, and Head of Oil and Gas for East
Africa in London. Peter’s most recent role was as a consultant to the executive team of Shelf Drilling as it
prepared for a stock market listing
Former CFO of Atlantic Energy, a large Western Africa focussed O&G company
Gerry Sheehan – Exploration Director
Gerry has 30+ years experience in the oil and gas industry with a large part of this as a senior
international Exploration Manager at Tullow Oil, during the discovery of Jubilee oil field
Philip Crookall – Chief Operating Officer
Philip has over 26 years’ international experience, in subsurface geoscience and corporate management
and was a co-founder and Technical Director of Valiant Petroleum plcfrom private start up to a UK listed
$450mm production company. He was also at RPS as Reserve Auditor, Advisor on Algerian equity
determination, and consultant for government entities
Matt O’Donoghue – Non-executive Director
Matt O’Donoghue served on the Board of Tullow as an Executive Director 1998 until 2008. He was
Director of International Operations, Projects, Contracts and Procurement
Andrew Windham – Non-executive Director
Andrew served as Managing Director of the Africa Region for Tullow Oil plc. from 2007 until January
2012 following its acquisition of Energy Africa in 2004, where he served as Commercial Director on the
Board since 2001
Previous Experience
www.T5oilandgas.com 5
Building a diversified publicly listed
oil and gas company of scale
Certain listed companies require
enhanced board/management
team and access to City capital
T5 is in a unique position to bring
these required solutions to a new
entity
Reverse Takeover (“RTO”)
Corporates with trapped value
Acquire IPO-friendly
asset(s)
Selective
exploration
Disciplined approach to assets
which will excite investors in
an IPO process and attract
material funding
Material, producing or
development asset(s) required
Operator of Louga asset
in Senegal
Only outstanding
opportunities will be
considered, which could
create substantial and
sustainable value
A clear and disciplined 3-tiered strategy:
www.T5oilandgas.com 6
T5 reverse takeover structure
T5 / Listco Hybrid
Management Team
T5 / Listco
Hybrid BoardStructured Debt
(T5 Arranged)
ListedCompany
Director’s Service Contract
Employment Contracts Equity
Placement(T5 Arranged)
Acquisition of stock
www.T5oilandgas.com 7
Strategic focus areas: Africa & Middle-East
T5’s main regions of
interest include the
following geographies
MSGBC Basin
West Africa Transform
Margin
Gulf of Guinea
Coastal Basin
Central Africa Rift Basins
North Africa
Middle East
www.T5oilandgas.com 8
Why T5 Oil & Gas?
Expertise, credibility and relationships to structure and access further funding in the capital
markets
Optimal funding assessment target by target, project by project
Disciplined SG&A cost control
Realistic and opportunistic approach to valuations and returns
Focus on asset level capital requirements and project cost control
No funding gaps
Production assets – deliver cash flow
Development assets – optimize/solve funding for development plan and avoid cost overruns
Exploration assets to benefit from low cycle entry point leading to enhanced returns
Experienced operators, currently operating initial asset in Senegal
Acquisition pipeline of corporate and asset targets meeting returns and execution criteria
identified
Key experience and network in targeted geographic areas yielding many transaction leads
Track Record
Experienced Operators
with Deal Access
Portfolio Objectives
Capital discipline
Funding
Majority of team, including Chairman Pat Plunkett, were members of Tullow Oil’s Board and
senior management when its market cap grew from £233mm to over £12bn (2000 – 2011) and
delivered key transformational acquisitions – BP SNS assets, Energy Africa, Hardman Res.
www.T5oilandgas.com 9
Current Portfolio – Louga Licence in Senegal
Senegal is considered one of Africa’s
most politically and economically stable
countries
Significant recent discovery and activity:
Cairn Energy made a P50, 950
mmbbls discovery offshore with the
FAN-1 well
Kosmos signed a $400 million
farm-in agreement for two offshore
blocks
Recent TCF sized discovery
southern Mauritania
T5 have significant experience of
Senegal, including Operating World Bank
funded gas to power projects
It hosts some of the best transportation,
telecommunications and communication
infrastructure in West Africa
Contract terms are excellent with
attractive production sharing in the event
of a discovery, and income tax at 30%
Senegal – Industry closely watching increased activity
Sources: Company websites & Petrosen
www.T5oilandgas.com 10
T5 Oil & Gas - Senegal Palaeozoic Basin
Petroleum exploration efforts in Senegal have
historically been focused upon the Mesocenozoic
Basin
T5 chasing Palaeozoic conventional play similar to
highly prolific plays in Libya and Algeria
Palaeozoic Basin provides serious hydrocarbon
potential
Presence of Ordovican and Devonian sandstone
reservoirs with excellent fracture porosity
Proven by DM-1 and KO-1 wells in the southern part
of Senegal’s Palaeozoic basin
Technical data indicates potential for multi-TCF gas
and / or 100+ million barrel plus oil traps
www.T5oilandgas.com 11
Senegal in the vast Silurian depocentre
Regional stratigraphic data from Bove basin and
from Diana-Malari and Kolda wells prove presence
of Silurian “black shales” with good organic content
Regional seismic lines indicate the possible
deposition of thick Palaeozoic sequences
Widespread structuration is obvious on the 2D
huge traps could host very large volumes of oil/gas
East-West 2D Profile
Northern Senegal, Louga Block
Southern Senegal Palaeozoic
Casamance Area
Louga - Palaeozoic Basin: Regional 2D Seismic
www.T5oilandgas.com 12
Countercyclical Investment Opportunity
T5 is well positioned to replicate Tullow Oil’s acquisition success
1Moody’s as of May 2015 2Financial Times June 2015 3Woodmackenzie as of April 2015 4Preqin 5Mergermarket
$861mm
Ophir Energy
acquisition of
Salamander EnergyNov-14
$12.7bn
Repsol acquisition of
Talisman EnergyDec-14
$81bn
Shell acquisition of BG
Group Apr-15
$6.2bn
ENOC acquisition of
Dragon Oil Jun-15
Stranded listed and private E&P companies
End of $75+/bbl hedging set to increase default rate from 3% to 7%1
$2.5tn of debt outstanding, 50% non-US2
Trapped value – limited access to capital markets/RBL
Banks cutting exposure to the O&G industry
Valuation of non-US focussed E&P independents remains around 10-year low
Reduced break-even thresholds
Costs of operations have drastically decreased
Exploration costs expected to drop by over 30% in 20163
Private Equity funds have raised energy and upstream specific funds of c. $40bn4 in anticipation of distress and default
Consolidation transactions5:
$191mm
All share merger of
Rockhopper Exploration
and Falklands Oil & GasNov-15
www.T5oilandgas.com 13
-
20.0
40.0
60.0
80.0
100.0
120.0
140.0
160.0
180.0
Brent
FTSE All-Share Oil & Gas Producers Index (rebased to Brent)
FTSE AIM All-Share Oil & Gas Index (rebased to Brent)
S&P Oil & Gas Exploration & Production Index (rebased to Brent)
S&P/TSX Composite Index Oil & Gas Exploration & Production (rebased to Brent)
Valuations near “Floor of the cycle”……..
(31%)
2%
(23%)
(59%)
(78%)
Source: Capital IQ and Bloomberg
$/bbl
www.T5oilandgas.com 14
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Listed E&P independents out of favour
Price / Target Price
Producers Developers Explorers
Sep-15 avg: 46%Sep-15 avg: 43%
Sep-15 avg: 39%
% of 52 weeks high
Sep-15 avg: 35%Sep-15 avg: 41% Sep-15 avg: 40%
Producers Developers Explorers
Source: Capital IQ and Bloomberg
www.T5oilandgas.com 15
Acquisition Parameters and Target Returns
Oil price assumptions
Asset targets including overall company portfolios must be economic at $45/bbl
Acquisition targets will be assessed using forward market curve at the time
Capital structure
The use of leverage will be incorporated in assets where realistic
Gearing will be assessed on a reasonable and responsible basis given the current market scenario
Potential utilisation and level of debt will be determined by the life cycle stage of the assets
Target IRRs
IRR targets will be based on the life cycle stage of the asset with the aim of creating an overall minimum IRR of 25% through a
balanced and well managed portfolio
Estimated breakdowns of the various IRRs will be as follows:
Production – 20-30%
Development – 25-50% plus exploration upside
Exploration – 50-100%
Play type and geography
Onshore and shallow and intermediate depth offshore. Deep offshore plays are not within the T5 target scope
Oil and gas are of equal interest, however only gas plays with a clear path to early monetisation will be pursued
Disciplined approach focusing on play types in which the team has substantial experience
Africa and Middle East focus, operating within our area of expertise
www.T5oilandgas.com 16
Summary
Why T5 Oil & Gas?
Timing
Experience and track record
Execution strategy
Attractive returns
Operational and exploration track record
Successful acquisition history
Capital discipline – optimal capital structure and cost control
Approaching the “floor of the cycle” with undervalued quality assets and stranded E&P
companies
Africa and Middle-East focus reflecting T5’s experience and connections
West African transform margin largely misunderstood and poorly explored
Financial and technical approach via full DD, 5 year financial and operational model,
and minimum hurdle IRRs
Minimum 25% IRR target across a balanced and well managed portfolio
Clear path to de-risking and commercialisation for exploration assets