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Vitol Announces Cash Offer for Sterling Resources Ltd.

ROTTERDAM , Netherlands , Feb. 12, 2013 /CNW/ – Vitol Anker International B.V. (“Vitol Anker“), a wholly owned subsidiary of The Vitol Group (“Vitol“), announced that it intends to make an offer (the “Offer“) to acquire all of the outstanding common shares (the “Shares“) of Sterling Resources Ltd. (“Sterling” or the “Company“) (SLG.V), not beneficially owned by Vitol Anker and its affiliates, for cash consideration of $0.85 per share in a transaction which values the fully diluted share capital of Sterling at approximately $192 million .

Background to the Offer

Vitol and its affiliates provided a US$12 million loan to Sterling in early January to enable the Company to meet its short-term liquidity obligations. Since that time, Vitol has held discussions with Sterling’s management and, based on the Company’s inability to find an acceptable long-term financing solution, Vitol Anker has decided to pursue an offer for the Company. To that end, Vitol has held discussions with Sterling’s board of directors (the “ Sterling Board “) with a view to secure a board-supported transaction but these discussions have, to date, not led to an agreement. Given continuing rumours and uncertainty around the Company and its financial situation, Vitol Anker has made the decision to disclose its intentions.

Compelling Offer to Sterling Shareholders

The price to be paid in the Offer represents an attractive premium of:

79% to Sterling’s closing price on February 12, 2013 , the last business day prior to this announcement; and 48% to Sterling’s 20-day volume-weighted average price as at February 12, 2013 .

The cash price to be paid in the Offer provides Sterling’s shareholders with certainty of value and immediate liquidity.

The Offer removes the risk to shareholders from Sterling’s near-term and long-term need for significant capital expenditures, which could result in numerous, potentially dilutive and uncertain financings to bring the Company’s projects to completion. Vitol Anker is prepared to immediately enter into further discussions with the Company to provide additional interim financing for the period whilst the Offer is outstanding.

Additional Information to the Offer

Vitol Anker has received support for the Offer from Sprott Asset Management LP (“Sprott“), which holds approximately 9.9% of the Shares. Sprott and Vitol Anker have entered into a lock-up agreement under which Sprott has agreed to tender its Shares to the Offer, subject to certain conditions.

The Offer will be subject to usual and customary conditions such as confirmatory due diligence including an assessment of the current liquidity position of the Company, receipt of all required approvals and consents, and that not less than that number of Shares, which together with the Shares directly or indirectly owned by Vitol Anker or its affiliates, constitutes at least 66 2/3% of the Shares be deposited under the Offer and not withdrawn. The Offer constitutes an “insider bid” under applicable securities legislation, which requires, among other things, that a formal valuation be prepared under the supervision of the Sterling Board . The Offer will commence by way of a formal offer and take-over bid circular to be mailed to shareholders as soon as Vitol Anker receives such formal valuation. Vitol Anker looks forward to Sterling’s co-operation with the timely preparation of the formal valuation to allow shareholders of Sterling to realize immediate value and liquidity from the Offer.

The Offer will be made by Vitol Anker which, along with its affiliates, currently holds approximately 14.0% of the Shares. Further details concerning the Offer will be included in the formal offer and take-over bid circular. The Offer will be open for acceptance for at least 35 days following the commencement of the Offer, subject to Vitol Anker’s right to extend and vary the Offer as permitted under applicable securities legislation.

Vitol Anker has retained Credit Suisse Securities ( Europe ), Ltd. as its financial advisor and Norton Rose Canada LLP as its legal advisor.

About The Vitol Group

The Vitol Group was founded in 1966 in Rotterdam , the Netherlands . Since then the company has grown significantly to become a major participant in world energy markets and is now the world’s largest independent energy trader. Its trading portfolio includes crude oil, oil products, LPG, LNG, natural gas, coal, power, metals and carbon emissions. The Vitol Group trades with all the major national oil companies, the integrated oil majors and the independent refiners and traders.

Further details on The Vitol Group are available on www.vitol.com.

Press Release for Informational Purposes Only

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy the shares will be made only pursuant to the separate formal offer and take-over bid circular and other related documents.

Forward-Looking Statements and Information

This news release contains “forward-looking statements” and “forward-looking information”, which may not be based on historical facts. Forward-looking statements and forward-looking information, include, but are not limited to, information and statements with respect to the Offer or the business, operations and financial condition of Sterling. Forward-looking statements are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates of The Vitol Group at the date the statements are made. Such forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors that may cause the actual results events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements or forward-looking information. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements and forward-looking information. Except as required by applicable securities laws, Vitol Anker disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements or forward-looking information contained herein to reflect future results, events or developments.

(all amounts are in Canadian dollars unless otherwise indicated)

SOURCE: The Vitol Group

[…]

Sterling Resources Announces Financial Update

CALGARY , Feb. 6, 2013 /CNW/ – Sterling Resources Ltd. (SLG.V) (“Sterling” or “the Company”) announces details of its current financial position and its financing plans.

Current financial position

At the end of 2012, the Company had CAD 28.1 million of cash and cash equivalents on a group basis, including amounts restricted under the Breagh credit facility and Romanian JV accounts but excluding amounts still held in escrow relating to the drilling of wells in the first half of 2012. Early in January 2013 , this was supplemented by the receipt of USD 12 million of loan proceeds from Vitol in accordance with the loan agreement signed on December 31, 2012 (as announced on January 8, 2013 ) and by USD 4.3 million from TAQA as the second part of proceeds for the sale of a 13.5 percent interest in the Cladhan field (as announced in April 2012). On a pro forma basis, reflecting these receipts and the transfer of some funds into the Equity Contribution Account (“ECA”, an account restricted under the Breagh credit facility to be used for Breagh-related costs), the Company started 2013 with CAD 44.4 million of available funds, of which CAD 24.0 million was in the ECA, CAD 8.0 million was in other UK and Netherlands accounts (also largely restricted in an agreement reached with the lending banks, to be used for agreed technical and general and administrative costs), and CAD 12.3 million was in Canadian and Romanian accounts.

The Company is deferring payment schedules with a number of key suppliers in order to extend available funds well into March, by which time the Company is confident it will have additional financing to fund the group through to mid 2013.

Total financial debt at the end of 2012 was GBP 87.9 million (CAD 140.7 million), representing borrowings under the Breagh credit facility. In early January 2013 , additional debt of USD 12 million (CAD 11.9 million) was assumed upon completion of the Vitol loan.

Financing plans

A number of equity and mezzanine financings have been considered by the Company to raise approximately CAD 50 million or more to cover expenditure requirements in the first half of 2013 and into the third quarter. This would provide adequate funding to end June 2013. In addition, upfront cash proceeds of USD 29.25 million from the sale of a portion of the Midia licence to ExxonMobil/OMV Petrom (as announced in October 2012 ) are expected in March or April 2013 following government and regulatory approval, although these are currently pledged to repay the Vitol loan as part of its Romanian security package (and the Breagh credit facility lenders have a second ranking charge over this security package). However, there is no certainty that the funds will be received in this timeframe. Progress continues towards a wider sell down of offshore licenses, which could provide additional funds in the second quarter of 2013 and a carry of E&A expenditures. In relation to Cladhan, the Company is pursuing an industry-based solution to funding development expenditure.

The Company has engaged a financial advisor to proceed with a high yield bond issue in the second quarter of 2013. Such an issue would be used to repay the existing Breagh credit facility in its entirety, to repay any short term debt as part of the short term CAD 50 million (indicative) financing referred to above, and to provide additional funds to be used towards Breagh Phase 2 and (if required) Cladhan development expenditures. The size of such a high yield bond issue could be in the order of USD 250 million . By refinancing the Breagh credit facility, the Company will be able to access Breagh Phase 1 cash flows from June 2013 onwards, rather than having to wait until project completion is achieved under the Breagh credit facility, which is expected to be around mid 2014. Such cash flows can be used towards Breagh Phase 2 and (if required) Cladhan development expenditures, as well as other corporate activities.

Forward-Looking Statements

All statements included in this news release that address activities, events or developments that Sterling expects, believes or anticipates will or may occur in the future are forward-looking statements. In addition, statements relating to reserves or resources are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions that the reserves and resources described can be profitably produced in the future. In particular, this document contains forward-looking information and statements regarding: (i) the intended use of proceeds from the anticipated sale of assets and financings, and (ii) future capital expenditures and projects.

These forward-looking statements involve numerous assumptions made by Sterling based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other-forward looking statements will prove inaccurate, certain of which are beyond Sterling’s control, including: the impact of general economic conditions in the areas in which Sterling operates, civil unrest, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. In addition there are risks and uncertainties associated with oil and gas operations. Readers should also carefully consider the matters discussed under the heading “Risk Factors” in the Company’s Annual Information Form.

Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Sterling’s actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. These statements speak only as of the date of the news release. Sterling does not intend and does not assume any obligation to update these forward-looking statements except as required by law.

Financial outlook information contained in this news release about prospective results of operations, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant information currently available. Readers are cautioned that such financial outlook information contained in this press release should not be used for purposes other than for which it is disclosed herein.

SOURCE: Sterling Resources Ltd.

Contact:

Filer Profile No. 00002072

For further information: visit www.sterling-resources.com or contact:

Mike Azancot, President and Chief Executive Officer, Phone: 44-20-3008-8488, Mobile: 44-7740-432883, mike.azancot@sterling-resources.com

David Blewden, Chief Financial Officer, Phone: 44-20-3008-8488, Mobile: 44-7771-740804, david.blewden@sterling-resources.com

George Kesteven, Manager, Corporate and Investor Relations, Phone: (403) 215-9265, Mobile: (403) 519-3912, george.kesteven@sterling-resources.com

[…]

Sterling Resources Announces US$12 M Bridging Loan and Further Financing Arrangements; Shares Up 8%

Sterling Resources Ltd. (SLG.V) has signed a secured US$12 million bridging loan agreement with a subsidiary of Vitol Holding B.V. The loan is intended to be used to fund remaining costs of the Ioana and Eugenia wells offshore Romania, certain other exploration costs on its Romanian oil and gas licences, ordinary course of business corporate costs in Canada and Romania and to repay funds temporarily advanced from the UK subsidiary to fund Romanian exploration costs in December. Together with existing cash resources, these funds are expected to last into early February 2013.

The loan is secured by a first-ranking security package over Sterling’s offshore and onshore licences in Romania, a pledge of the shares of Sterling’s Romanian subsidiary, Midia Resources SRL, and a pledge of certain of Sterling’s receivables. The loan bears interest at a rate of LIBOR plus 1.0 percent, payable in arrears, subject to a maximum of 2.0 percent per annum during the term of the loan, and matures on March 31, 2013. As consideration for the loan, Vitol is receiving 2,418,500 common shares of Sterling at $0.717 per common share. The loan is repayable out of proceeds received from Romanian asset sales, including the previously announced sale of a portion of the Midia licence to ExxonMobil Exploration and Production Romania and OMV Petrom.

In addition the Company anticipates entering into a significantly larger private placement debt-based financing in January 2013. The proceeds of such a financing would allow for repayment of the Vitol bridging loan and would also fund remaining Breagh development costs through to first gas, other costs associated with Breagh and the UK senior secured £105 million loan facility including any partial loan repayment that may be required by the lenders of that facility, and other group costs through to first gas. Sterling is also working to refinance its current senior secured credit facility for the Phase 1 development of the Breagh gas field during the next few months.

Sterling also reports that the UK secondary legislation regarding the changes to Small Field Allowance that benefit the Cladhan development came into force on December 20. Sterling now expects to receive in mid-January 2013 the second payment of US$4.33 million from TAQA Bratani Limited for the sale of 13.5% of Cladhan earlier this year.

Sterling is up 6 cents, or 8%, to 81 cents mid-morning. Close to 47,000 shares have been traded.

The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of The NASDAQ OMX Group, Inc.

[…]

Sterling Resources Announces Bridging Loan for US$12 Million and Further Financing Arrangements

CALGARY , Dec. 31, 2012 /CNW/ – Sterling Resources Ltd. (SLG.V) (“Sterling” or “the Company”) is pleased to announce that it has signed a secured US$12 million bridging loan agreement (the “Loan”) with a subsidiary of Vitol Holding B.V. (“Vitol”). Closing, is subject to TSXV approval and other customary conditions, which is expected in the next few days. The loan is intended to be used to fund remaining costs of the Ioana and Eugenia wells offshore Romania , certain other exploration costs on its Romanian oil and gas licences, ordinary course of business corporate costs in Canada and Romania and to repay funds temporarily advanced from the UK subsidiary to fund Romanian exploration costs in December. Together with existing cash resources, these funds are expected to last into early February 2013 .

The loan is secured by a first-ranking security package over Sterling’s offshore and onshore licences in Romania , a pledge of the shares of Sterling’s Romanian subsidiary, Midia Resources SRL, and a pledge of certain of Sterling’s receivables. The loan bears interest at a rate of LIBOR plus 1.0 percent, payable in arrears, subject to a maximum of 2.0 percent per annum during the term of the loan, and matures on March 31 , 2013. As consideration for the loan, Vitol is receiving 2,418,500 common shares of Sterling at a price of $0.717 per common share. The loan is repayable out of proceeds received from Romanian asset sales, including the previously announced sale of a portion of the Midia licence to ExxonMobil Exploration and Production Romania and OMV Petrom.

In addition the Company anticipates entering into a significantly larger private placement debt-based financing in January 2013. The proceeds of such a financing would allow for repayment of the Vitol bridging loan and would also fund remaining Breagh development costs through to first gas, other costs associated with Breagh and the UK senior secured £105 million loan facility including any partial loan repayment that may be required by the lenders of that facility, and other group costs through to first gas. The Company is also working to refinance its current senior secured credit facility for the Phase 1 development of the Breagh gas field during the next few months.

Sterling also reports that the UK secondary legislation regarding the changes to Small Field Allowance that benefit the Cladhan development came into force on December 20. Sterling now expects to receive in mid-January 2013 the second payment of US$4.33 million from TAQA Bratani Limited for the sale of 13.5 percent of Cladhan earlier this year.

Sterling Resources Ltd. is a Canadian-listed international oil and gas company headquartered in Calgary , Alberta with assets in the United Kingdom , Romania , France and the Netherlands. The shares are listed and posted for trading on the TSX Venture Exchange under the symbol “SLG”.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Filer Profile No. 00002072

Forward-Looking Statements

All statements included in this press release that address activities, events or developments that Sterling expects, believes or anticipates will or may occur in the future are forward-looking statements. In addition, statements relating to reserves or resources are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions that the reserves and resources described can be profitably produced in the future. In particular, this document contains forward-looking information and statements regarding: (i) the intended use of proceeds from the Loan; (ii) the anticipated receipt of approval from the TSXV; (iii) future capital expenditures and projects; and (iv) the timing, quantum and purpose of future financings.

These forward-looking statements involve numerous assumptions made by Sterling based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other-forward looking statements will prove inaccurate, certain of which are beyond Sterling’s control, including: the impact of general economic conditions in the areas in which Sterling operates, civil unrest, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. In addition there are risks and uncertainties associated with oil and gas operations. Readers should also carefully consider the matters discussed under the heading “Risk Factors” in the Company’s Annual Information Form.

Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Sterling’s actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. These statements speak only as of the date of the press release. Sterling does not intend and does not assume any obligation to update these forward-looking statements except as required by law.

Financial outlook information contained in this press release about prospective results of operations, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant information currently available. Readers are cautioned that such financial outlook information contained in this press release should not be used for purposes other than for which it is disclosed herein.

SOURCE: Sterling Resources Ltd.

Contact:

visit www.sterling-resources.com or contact:

Mike Azancot, President and Chief Executive Officer, Phone: 44-20-3008-8488, Mobile: 44-7740-432883, mike.azancot@sterling-resources.com

David Blewden, Chief Financial Officer, Phone: 44-20-3008-8488, Mobile: 44-7771-740804, david.blewden@sterling-resources.com

George Kesteven, Manager, Corporate and Investor Relations, Phone: (403) 215-9265, Mobile: (403) 519-3912, george.kesteven@sterling-resources.com

[…]

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