Energean plc (EERGF), a hydrocarbon exploration and production company, on Monday warned that the proposed sale of its portfolio in Egypt, Italy and Croatia to an entity controlled by Carlyle International Energy Partners may be terminated as certain conditions will not be satisfied by the relevant long stop date.
Under the terms of the binding Sale and Purchase Agreement or SPA signed on June 19, and as announced in August last year, completion of the transaction is conditional upon customary regulatory approvals in Italy and Egypt together with antitrust approvals in Italy, Egypt and Common Market for Eastern and Southern Africa.
The transaction is subject to such conditions being satisfied by a longstop date of March 20, or such other date as may be agreed by Energean and Carlyle.
The company now noted that as of now, certain regulatory approvals in Italy and Egypt have not yet been obtained by Carlyle. The company said it has no assurance that such conditions will be satisfied on or before March 20 in accordance with the terms.
In addition, the company has not been able to reach agreement with Carlyle to extend the longstop date beyond March 20.
Accordingly, there is a significant risk that the outstanding conditions precedent will not be satisfied or waived by the relevant long stop date and that, therefore, the deal may be terminated in accordance with the provisions of the SPA, Energean noted.
A further announcement will be issued in due course as required.
Energean said it continues to focus on achieving its key business drivers of paying a reliable dividend, deleveraging, growth and its commitment to Net Zero.
Mathios Rigas, Chief Executive of Energean, said, "Although the necessary regulatory approvals have not yet been obtained by Carlyle, we remain committed to closing the Transaction. These are high-quality, diversified assets with significant growth potential and, if the Transaction does not close, we will assess all strategic options, focussing, as always, on the best interests of our shareholders keeping in mind the need for diversification, scale, dividend accretion and growth."
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