DELEK GROUP LTD. Tel Aviv, November 28, 2016. Delek Group (TASE: DLEKG, US ADR: DGRLY) ('the Company') hereby announces that it has signed an agreement with Ratio Petroleum Energy Limited Partnership ('Ratio'), whereby the Company will invest in Ratio through the acquisition of securities that reflect a holding of 17.5% of Ratio's equity as part of an offering Ratio intends to make, as detailed below:
- On November 27, 2016 the Company entered into an agreement with Ratio, which will become effective upon receipt of the permit from the Securities Authority for the publication of Ratio's prospectus ('the Prospectus') and carrying out of the offering in accordance with the Prospectus as detailed below, whereby the Company will be allocated securitized lot including securities of Ratio. The number of participatory units included will reflect a holding of 17.5% of all Ratio's participation units that will be issued and registered for trading shortly after the offering at a price reflecting a reduction of 15% from the minimum price set in the Prospectus.
- On November 28, 2016 Ratio published a draft Prospectus for completion and a shelf prospectus (ref. no. 2016-01- 132646) ('Draft Prospectus'), whereby it is the intention of Ratio's General Partner to offer, inter alia, registered participation units with a par value of NIS 1 each, that provide participation rights in the rights of the Limited Partner (the Trustee) in Ratio ('the Participation Units') and Series 1 and Series 2 options that can be exercised for Participation Units.
- Ratio, directly and/or through its investee corporates, operates in a single sector, the exploration, development and production of hydrocarbons outside of Israel. According to the Draft Prospectus, the petroleum rights that Ratio will have an interest in, directly and/or through its investee corporates, subject to completion of the offering, are:
Name | Country | Type of asset | Type of right | % of rights |
Block B or Guyana Permit | Guyana | Maritime | Petroleum Agreement | 50% |
Area 5 or Malta Permit | Malta | Maritime | Exploration Study Agreement | 100% |
Ireland rights (16/28) | Ireland | Maritime | Licensing Option | 100% |
Area 4 | Philippines | Maritime | Production Sharing Agreement | 100% |
Similarly, a subsidiary of Ratio is in negotiations to join several additional blocks for the exploration of oil and gas in the Exclusive Economic Zones of Guyana and Suriname.
- Ratio was founded through a partnership agreement between Ratio Petroleum Energy Trusts Ltd, as a Limited Partner, and Ratio Petroleum Ltd, as General Partner. The controlling shareholders in Ratio's General Partner, Ratio Petroleum Ltd, are the controlling shareholders of Ratio Oil Exploration (1992) Limited Partnership, which inter alia, is a partner in Leviathan, in which the Company is also a partner through its holdings in Delek Drilling Limited Partnership and Avner Oil Exploration Limited Partnership.
- According to the agreement between Ratio and the Company, immediately after completion of the offering under the Prospectus the Company will be entitled to appoint one director who will sit on the Board of the General Partner in Ratio, as long as it holds at least 10% of Ratio's Participation Units.
- The securities that will be issued to the Company as stated above (including arising from the exercise of options (Series 1) and (Series 2)), will be blocked in accordance with guidelines of the Tel Aviv Stock Exchange.
- It is stipulated that the permit from the Securities Authority has not yet been received to publish the Prospectus and the Investment Agreement described in this report will only become effective upon receipt of that permit for publication of the Prospectus and carrying out its offering. There can be no certainty that the permit will be received, and the matter is not dependent on the Company. When the Agreement becomes effective, subject to the law, the Company will publish a further Immediate Report.
Asaf Bartfeld, President & CEO of Delek Group: 'This agreement culminates further steps taken by Delek Group over the past year to shift the focus of our commercial activities on the exploration of natural gas and oil on the international stage, and to realize those assets that are not part of the Group's core business. Similar to winning the tender for exploration and production licenses in Block 7 in Canada, the proposed acquisition of a holding in Ratio Petroleum is intended to anchor and expand our range of investments in the international E&P field.'
This is a convenience translation of the original HEBREW immediate report issued to the Tel Aviv Stock Exchange by the Company on November 28, 2016.
About The Delek Group
The Delek Group, Israel's dominant integrated energy company, is the pioneering leader of the natural gas exploration and production activities that are transforming the Eastern Mediterranean's Levant Basin into one of the energy industry's most promising emerging regions. Having discovered Tamar and Leviathan, two of the world's largest natural gas finds since 2000, Delek and its partners are now developing a balanced, world-class portfolio of exploration, development and production assets with total gross natural gas resources discovered since 2009 of approximately 40 TCF.
In addition, Delek Group has a number of assets in downstream energy, water desalination, and in the finance sector.
For more information on Delek Group please visit www.delek-group.com
Contact
An investee of Ratio has been informed that it has met the terms of the tender and is awaiting approval from the President of the Philippines to enter into an exploration and production agreement with the Philippines Ministry of Energy.
Delek Group Ltd. published this content on 28 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 November 2016 11:40:25 UTC.
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