Seplat Petroleum Development Company Plc (LSE:SEPL) reached agreement to acquire Eland Oil & Gas PLC (AIM:ELA) from Lombard Odier Asset Management (Europe) Limited, Helios Investment Partners LLP, Richard I Griffiths and others for approximately £360 million on October 15, 2019. The cash consideration payable under the acquisition is being wholly funded through a combination of existing cash resources of Seplat and a new loan facility available to Seplat. As of December 10, 2019, Seplat entered into an amended with citibank and restated $350 million (£265.615 million) revolving credit facility to fund the cash consideration payable by Seplat to Eland Shareholders, and cancelled the previous agreement of bridge facility financing of $350 million (£265.615 million). Prior to the Scheme becoming Effective, Eland will make an application to the London Stock Exchange for the cancellation of the listing of Eland Shares on AIM. On the closing date, Eland will become a wholly-owned subsidiary of Seplat and the share certificates in respect of Eland Shares will cease to be valid and of value and should be destroyed. In addition, entitlements to Eland Shares held within the CREST system will be cancelled. It is also proposed that, following the closing date and after its shares are delisted, Eland will be re-registered as a private limited company. Seplat has an irrevocable undertaking in the favor of the scheme from approximately 131 million shares in Eland, representing approximately 60.92%. Following completion of the Acquisition, the existing contractual and statutory employment rights of existing management and employees of Eland will be safeguarded, and existing pension obligations complied with. It is intended that the non-executive Eland Directors will resign as directors of Eland on completion of the acquisition.

The deal is subject to Eland's shareholders voting at the court meeting, either in person or by proxy, representing at least 75%. The other deal conditions include, court approvals, Nigerian Minister of Petroleum Resources approvals, Nigerian Federal Competition and Consumer Protection Commission approvals. The deal will also be subject to the applicable requirements of the Code, the Panel, AIM and the Financial Conduct Authority. The transaction has been unanimously approved by Eland's board. As of November 20, 2019, the court meeting and the general meeting convened in relation to the proposed scheme, respectively all the proposed resolutions were dully passed by the requisite majorities. As of December 12, 2019, the court has sanctioned the scheme of arrangement. The scheme is expected to become Effective in late 2019. As of October 28, 2019, the effective date of the scheme is on December 17, 2019 with a longstop date on April 15, 2020. The cancellation of admission to trading of Eland Shares on AIM is on December 18, 2019.

Allan Taylor, Mukund Dhar, Philip Broke and Ben Wilkinson of White & Case LLP and Olaniwun Ajayi LP are providing legal advices to Seplat. Rob Hamill, Kate Ball-Dodd and Andrew Stanger of Mayer Brown International LLP, Stronachs LLP and Streamsowers & Köhn are providing legal advices to Eland. David Waring, Edward Banks and Gent Kadare of Evercore acted as financial advisors and Richard Crichton, Michael Nicholson and David McKeown of Peel Hunt LLP acted as Nominated Advisers and Joint Brokers to Eland. Luke Spells, Shreyas Bordia and Tom Reid of Citi acted as Financial Adviser and Joint Corporate Broker to Seplat.

Seplat Petroleum Development Company Plc (LSE:SEPL) completed the acquisition of Eland Oil & Gas PLC (AIM:ELA) from Lombard Odier Asset Management (Europe) Limited, Helios Investment Partners LLP, Richard I Griffiths and others on December 17, 2019. Admission to trading of the Eland shares on AIM will be cancelled on 18 December 2019. As a result of the scheme becoming effective, share certificates in respect of Eland shares have ceased to be valid and of value and entitlements to Eland Shares held in uncertificated form in CREST will be cancelled. As of December 17, 2019, each of the non-Executive Eland directors has resigned as a director of Eland with immediate effect.