Rex International Holding will be holding its interests in Lime Petroleum and Porto Novo Resources under a new joint venture company (JVCo). Rex currently holds a 91.65% stake in Lime Petroleum. Porto Novo Resources is Rex’s 67.9%-owned indirect JVCo.
On June 19, Rex announced that its indirect wholly-owned subsidiary, Rex International Investments, had entered into a joint venture agreement (JVA) with Monarch Marine Holding and Peter M. Steimler. Monarch Marine has a 29.1% stake in Porto Novo while Steimler owns 3% in the company.
Under the JVA, Rex International Investments, Monarch Marine and Steimler will purchase shares from a shelf company provider in Norway. Rex will purchase 25,122 shares while Monarch Marine will buy 4,422 shares. Steimler will purchase 456 shares. The shelf company has a fully paid-up share capital of NOK30,000 ($3,831.62) comprising 30,000 shares with a nominal value of NOK1 per share.
As such, Rex will own an 83.74% stake in the shelf company. Monarch Marine and Steimler will own stakes of 14.74% and 1.52% respectively.
The JVCo will become an indirect subsidiary of Rex held through Rex International Investments.
According to the release, the aggregate purchase price for the shelf company will be NOK50,000.
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“The company deems it more expedient to purchase a shelf company from an independent corporate secretarial firm to facilitate the Joint Venture rather than incorporating a new company. The shelf company was previously dormant and not engaged in any business activities,” reads the June 19 statement issued by Rex.
After the completion of the purchase, Monarch Marine and Steimler will contribute all of their shares in Porto Novo to the JVCo. Rex will also contribute all of its shares in Lime Petroleum and Porto Novo to the JVCo, in exchange for such number of additional shares in the JVCo to maintain the following shareholding interests.
The investments into the JVCo will take place within 90 days of the JVA or any date determined by Rex. Upon the completion of the JVCo, Rex’s effective interests in Lime Petroleum will be reduced to 76.75%. Its interests in Porto Novo will be increased to 83.74%.
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Further to its statement, Rex says the JV allows it to amalgamate its Lime Petroleum and Porto Novo assets in Norway and Africa under a single entity. This is done in a bid to leverage Lime Petroleum’s access to the “buoyant” Norwegian bond market to raise funds in US dollars (USD) at the subsidiary level. The move was also made to refinance Lime Petroleum’s existing bond, as well as for exploration, development and production activities and general working capital in Norway and Africa, “against the backdrop of more and more banks shying away from financing fossil fuel companies”.
Interested person transaction
The transaction constitutes as an interested person transaction, with Monarch Marine deemed to be the interested person.
Dr Karl Lidgren and Hans Lidgren are controlling shareholders of Rex with a 34.71% deemed interest held through Limea. Hans and Cresta Group, in turn, each have a 50% stake in Limea.
Cresta is wholly-owned by Karl and also holds a direct interest of 1.09% in Rex.
Monarch Marine is 40% held by Cresta, 40% held by Riton Holding and 20% held by Rex’s chief operating officer and substantial shareholder, Svein Kjellesvik. Riton Holding is 100%-owned by Hans.
As a result, Monarch Marine is seen as an “interested person” under the Mainboard rules.
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As at June 19, beyond the JV and exploration costs in Porto Novo of US$0.55 million, ($0.74 million), there have been no other interested person transactions entered into between Rex and any interested person, excluding any transaction below $100,000, in the FY2024 ending Dec 31.
As at Dec 31, 2023, Rex’s latest audited net tangible assets (NTA) is US$95.02 million.
Lime Petroleum engages exclusive manager in USD bond financing
In a separate release, Rex announced that Lime Petroleum has engaged ABG Sundal Collier ASA as its exclusive manager. ABG Sundal Collier will arrange fixed income investor meetings for the company.
Upon the right market conditions and acceptable terms, a new USD-denominated senior secured bond issue with a three-year tenor “may follow”.
The new bond issue is to refinance the existing NOK781 million senior secured bonds that will be maturing in January 2025. The bonds are also for general corporate purposes on the Norwegian continental shelf and Benin.
Should the new bond issue be successfully placed, Lime Petroleum will exercise the option to make an early repayment of the existing bonds.
As at 10.32am, shares in Rex are trading 0.1 cent higher or 0.82% up at 12.3 cents.
