Capital Restructuring
November 2017
Disclaimer
This presentation and its contents may not be redistributed, republished, reproduced (in whole or in part) by any medium or in any form. This presentation does not contain or constitute, and should not be
construed as, an offer to sell or the solicitation of an offer to buy securities of any person of whatsoever nature, in the United States or any other jurisdiction. This presentation does not constitute financial,
investment, tax, accounting or legal advice, a recommendation to invest in any securities of any person, or an invitation or an inducement to engage in investment activity with any person and/or make
decisions with respect to any existing investments any recipient may have. This presentation has been prepared without taking into account the objectives, financial situation or needs of any particular
recipient of this presentation, and consequently, the information contained herein may not be sufficient or appropriate for the purpose for which a recipient might use it. Any such recipients should conduct
their own due diligence, consider the appropriateness of the information herein having regard to their own objectives, financial situation and needs, and seek financial, legal, accounting and tax advice
appropriate to their particular circumstances. No part of this presentation should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.
The information contained in this Presentation has not been audited by independent auditors or other third parties and is based on internal records and reporting systems. Certain financial data included
consists of “non-IFRS financial measures.” These non-IFRS financial measures may not be comparable to similarly titled measures presented by other companies, nor should they be construed as an
alternative to other financial measures determined in accordance with IFRS. You are cautioned not to place undue reliance on any non-IFRS financial measures and ratios included herein.
Certain statements in this Presentation regarding our prospects, plans, financial position and business strategy may constitute forward-looking statements. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as “may”, “will”, “should”, “aim”, “project”, “goal”, “target”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe” or “continue”
or the negative of these terms or other variations of these words or comparable terminology. All forward-looking statements, including discussions of strategy, plans, objectives, goals and future events or
performance, involve risks and uncertainties. While we believe these statements to be reasonable, they are merely estimates or predictions and cannot be relied upon. We cannot assure you that future
results will be achieved. Factors, risks and uncertainties may cause actual outcomes and results to be materially different from those indicated, expressed, projected or implied in the forward-looking
statements used in this Presentation. When relying on forward-looking statements, you should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political,
economic, social, and legal environment in which we operate. Such forward-looking statements speak only as of the date on which they are made. Accordingly, we do not undertake any obligation to update
or revise any of them, whether as a result of new information, future events or otherwise. We do not make any representation, warranty or prediction that the results anticipated by such forward-looking
statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely scenario. Similarly, any Third
Parties that may in the future subject any such forward looking statements (including any reserve estimates and financial information/projections contained in this Presentation) to their own independent
verification may ultimately disagree with the reasonableness or accuracy of such statements, reserve estimates and/or financial information/projections. These cautionary statements qualify all forward
looking statements attributable to us or persons acting on our behalf.
This Presentation has been prepared solely by Seven Energy. No Third Parties (including Savannah Petroleum Plc, its affiliates, advisors and representatives and each of them) (i) shall have any responsibility
or liability whatsoever (whether in contract, in tort or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with this presentation,
even if the Third Party has been advised of the possibility of such loss or damages; (ii) makes any representation or warranty, express or implied, as to the fairness, accuracy, completeness or correctness of
the information, statements, estimates, projections or opinions contained herein, or agrees to any party placing reliance thereon; and (iii) shall have any obligation to update this Presentation or to reflect
new events or circumstances or correct any inaccuracies herein or omissions herefrom that may become apparent.
2 November 17
Table of Contents
1• Overview
2• Background to the Capital Restructuring
3• Agreed Transaction Overview
4• Summary Terms for Stakeholders
5• Disclosure Statements
March 2017 Business Plan
IGB Operating Update
1. Throughout this document volumes communicated in millions of units will be denoted by MM and US$ communicated in millions of units will be denoted by mn
3 November 17
1. Overview
• Since mid-2016 Seven Energy International Limited (“Seven Energy”, and its corporate group, the “Group”) has been facing severe challenges (oil price decline, Nigerian recession, prolonged closure of the Forcados
terminal, unpaid invoices and purported termination of the Strategic Alliance Agreement (the “SAA Termination Notice”)) that have resulted in a sizeable operational funding need and an unsustainable balance sheet
Against this backdrop, the Group has been in discussions with relevant stakeholders and potential investors on restructuring options since Q4-16 including with an Ad Hoc Committee of noteholders holding c.40% of
the principal amount of the 10.25% Senior Secured Notes (with US$318mn nominal amount) (the “SSNs”) issued by Seven Energy Finance Limited (“SEFL”)
• After several months of extensive and complex negotiations, the Group has agreed terms of a comprehensive capital restructuring (“the Agreed Transaction”) with Savannah Petroleum PLC (“Savannah”), the Ad Hoc
Committee of noteholders in respect of c.90% of the aggregate principal amount of SSNs held by its members (the “AHG”), the holder (the “10.50% Noteholder”) of the 10.50% Senior Secured Notes (the “10.50% Notes”)
issued by SEFL, and the lenders under both the US$24.1mn term loan facility (“Term Loan 1 Facility”) and the US$25.0mn term loan facility (“Term Loan 2 Facility”) provided to, amongst others, SEFL
Each of Savannah, the AHG, the 10.50% Noteholder, the lenders under the Term Loan 1 Facility and the lenders under Term Loan 2 Facility have agreed to support the Agreed Transaction by entering into a lock-up
agreement(1) dated 14 November 2017 with Seven Energy, SEFL and certain key members of the Group.
Savannah is a UK-listed West African focused upstream oil and gas company with strong financial backing from an institutional shareholder base (for further information please refer to www.savannah-petroleum.com)
The Agreed Transaction and terms for stakeholders (including holders of the SSNs (“SSN Noteholders”)) are presented in Section 3 and 4 of this presentation respectively
• Savannah is also in negotiations with other key creditors of the Group including the holder of the Promissory Note issued by SEFL and the lenders under the Group’s Working Capital Facility Agreement (“WCF Agreement”)
and Debt Service Guarantee Facility (“DSA Facility”) with a view to agreeing bilateral lock-up arrangements in support of the Agreed Transaction, as well as with the lenders under the US$ 375mn term loan facility in favour
of Accugas Limited (the “Accugas IV Facility”)
• Implementation of the transaction is expected to take around 4-5 months, allowing for:
Completion by Savannah of a successful equity marketing process to raise the cash to effect the Agreed Transaction
Signing of an Implementation Agreement with all relevant parties (which will set out the detailed steps to completion of the Agreed Transaction and schedule full form transaction documents)
Launch and sanction of schemes of arrangement proposed by SEFL in relation to the SSNs (the “Schemes of Arrangement”)
Receipts of governmental and regulatory consents
• Over the past 11 months, Seven Energy and its key stakeholders have considered all possible restructuring options and Seven Energy considers the Agreed Transaction to be the only executable transaction available to the
Group
If the Agreed Transaction is not implemented, and in the absence of continued forbearance and liquidity support from the Group’s financial creditors, certain key group companies are likely to have to enter into
insolvency processes
Following the organisational review and cost reduction programme initiated during 2016, the Group's full time employee headcount was cut by approximately 40%. Since then there have been some voluntary staff
departures, largely as a result of the uncertainty surrounding the future of the Group, and there is a significant risk that this situation could escalate with widespread losses of personnel unless the future for the
business is resolved
1. The Lock-up Agreement sets out the key terms on which the parties thereto agree to support and implement the Agreed Transaction. Term Sheets setting out the key terms of the Agreed Transaction are scheduled to the Lock-up
Agreement
4 November 17
2. Background to the Capital Restructuring
5 November 17
Challenging Backdrop Since Mid-2016
Over the past 18 months, a number of critical issues have put pressure on the Group’s liquidity position and balance sheet, underlying the need
for a comprehensive capital restructuring
• Electricity generation off-takers to the Accugas business (Calabar and Ibom Power) have been cash constrained due to the Nigerian recession in general and overall distress in the
Distress in the Nigerian power sector value chain in particular, resulting in a significant backlog of unpaid invoices relating to the supply of gas to Nigerian state owned power stations
Nigerian
Power Sector • A historical delay in finalisation of ancillary documentation in relation to the World Bank Partial Risk Guarantee (“PRG”) for Calabar which guarantees certain gas supply payments to
the Group, postponed the Group’s ability to mitigate a deferral of revenue streams from the power sector
• Seven Energy has not received any US$ cash flows from the SAA since December 2015
Firstly, the Forcados terminal was closed under force majeure from February 2016 to June 2017 which prevented any oil liftings under the SAA
Suspension of Secondly, the Nigerian Petroleum Development Company (“NPDC”) issued the SAA Termination Notice in January 2017, halting any cash flow generation to Seven Energy,
Strategic Alliance despite Forcados re-opening in June 2017
Agreement (“SAA”) • A possible SAA reinstatement is currently subject to a legal process and ongoing “out of court” negotiations:
Based on discussions with NPDC and Nigerian National Petroleum Corporation (“NNPC”), Seven Energy believes a reinstatement of the SAA would require a significant upfront
cash payment and that significant uncertainty exists as to whether and how the dispute will be resolved. The Agreed Transaction does not provide this funding
• The combination of the above external factors has resulted in continued significant pressure on the Group’s capital structure and liquidity
• The Group has not been servicing its term debt since March 2017 and is in default under the terms of the SSNs, the 10.50% Notes, Term Loan 1 Facility, Term Loan 2 Facility, the
Accugas IV Facility and all of the Group’s key debt facilities are in cross default
• The Group currently has a highly levered capital structure:
Unsustainable Total debt of c. US$900mn, of which only c. US$15mn is denominated in NGN
Capital Structure and
Funding Need Proceeds from the US$100mn equity raise at the beginning of 2016 have been fully deployed
Annual interest requirement of c. US$100mn, which compares to Sep-YTD CFADS of US$33mn
Despite agreement reached in Q4-2016 to defer debt service and other initiatives to reduce operating costs and increase liquidity for debt service (1), the Group’s capital
structure has become unsustainable relative to current cash flow generation and faces an immediate and new term funding requirement
The Group faces a cash funding need of up to US$270mn (as detailed on the next page)
1. In December 2016 Seven Energy entered into the DSA Facility with GuarantCo
6 November 17
Operational Funding Need
• Accugas cash balances are lender restricted and in some cases trapped in JVs, resulting in
only c. US$2mn freely available cash as of November 2017 SHORT-TERM CASH FLOW (US$mn)
Lenders under the Accugas IV Facility (the “Accugas Lenders”) imposed restrictions on
Short-term 4.0
Up to use of funds
Liquidity 2.0
US$10mn JV cash cannot be freely accessed at short notice, requiring third party approvals or
Need -
consents for funds to be released
(2.0) Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18
• Immediate short-term funding need driven by general corporate expenses (incl. salaries, (4.0)
rent, etc.) and transaction/advisor costs (6.0)
(8.0)
• Funding need arises as the stretched working capital position gradually unwinds and
Medium-term Up to (10.0)
outstanding cash-calls, third party gas purchases, royalty payments and tax liabilities are
Liquidity Need US$40mn (12.0)
paid
• Discussions continue to progress with NPDC, with a view to reaching an agreement to (US$mn
Net Settlement for Up to
withdraw the SAA Termination Notice and reinstate the SAA equivalent)
SAA Reinstatement US$200mn
September 2017 YTD CFADS 33.3
• The Group currently faces a gross liability of US$354m to NPDC, which, when off-set by Oil
Underlift positions and Gas entitlements owed to the Group, is expected to result in a net of which in US$ < 0.0
cash settlement payment by the Group to NPDC of up to US$200mn
September 2017 YTD Debt Service requirement 63.0
Up to • Advisory/legal fees and implementation costs associated with completing the Agreed of which in US$ 61.7
Transaction Costs
US$20mn Transaction in the range of US$15 - US$20mn (excl. Savannah advisor costs)
7 November 17
Summary Cash Flow Projections (March 2017)
Of which NGN (0.8) 65.7 136.6 149.0 173.6 3• Given NPDC’s position that the SAA agreement has been
terminated, and that Seven Energy and NPDC have yet to
Of which US$ (19.0) 8.2 23.7 28.4 38.2
reach agreement on terms of settlement, significant
Operational funding need uncertainty exists as to whether the contract will be
reinstated and, if so, under what terms
Short-term liquidity need up to (10.0)
The March 2017 business plan reflected a funding requirement
Cash net settlement payment for SAA reinstatement up to (200.0) As a consequence, the March 2017 SAA projections,
for general working capital of up to US$40mn before taking into
which assume that all operating cash flow was applied to
Transaction costs and incremental medium-term liquidity need/cash buffer up to (40.0) account additional funding requirement for advisor fees, and
settle legacy costs (via a Funding Plan), have become
reinstatement costs for the SAA
Cash flow adjusted for operational funding need c. (270) obsolete and the Group has no current financial forecasts
for the SAA
3 SAA CFADS (legacy figures; shown for illustrative purposes only) (1)
Net cashflow from operations (1.4) 28.2 132.4 152.6 158.5
Funding plan assumption - (29.2) (133.4) (156.6) (53.3)
CFADS (1.4) (1.0) (1.0) (4.0) 105.2
Note: BP assumes US$ / NGN conversion of 310 - IGB cash flows received in NGN but based on US$ contract converted at this exchange rate
1. SAA cash flows as per original BP no longer current given ongoing discussions with NPDC. Projections from March Business Plan shown for illustrative purposes only. See page 9 for more detail.
The Business Plan (including the projections and forward-looking statements therein) referred to in this information pack is the responsibility8of Seven Energy management only and does not reflect the views of any third-parties
(“Third Parties”), including the views of Savannah Petroleum Plc. The Business Plan assumes on-going operation of Seven Energy as of the date thereof and does not give effect to the planned restructuring and acquisition by
Savannah Petroleum Plc of certain assets of Seven Energy. To the extent Savannah Petroleum Plc exercises control over assets currently held by Seven Energy, we cannot assure you that the assets will be managed in a way that
reflects this Business Plan
8 November 17
Discussions on Strategic Alliance Agreement
Discussions continue to progress with NPDC, with a view to reaching an agreement to withdraw the SAA Termination Notice
• NPDC alleges that Seven Energy Exploration & Production Ltd (“SEPL”) is in default of certain terms of the SAA in respect of a significant sum of outstanding cash calls, and
therefore issued SEPL with the SAA Termination Notice dated 31 January 2017
• The Group began legal actions to protect its rights, however out of court discussions continue to progress in good faith with a view to resolving the situation
• The Group continues to engage in commercial discussions with NNPC and NPDC with a view to reaching an agreement on the terms under which the SAA Termination Notice
Update on SAA Re- will be withdrawn
instatement
• Whilst discussions are still ongoing, the Group anticipates that reinstatement of the SAA will require a substantial front end cash payment of accrued legacy costs and a working
capital injection. The quantum of this is still subject to negotiation and agreement with NPDC, however it is possible that the net investment required will be up to US$200mn if
the SAA is to be reinstated
An investment decision to reinstate the SAA will be driven by the projected return on investment implied by any commercially agreed SAA cash flows
• If a resolution were to be reached in relation to the reinstatement of the SAA, Savannah would have the right to acquire the SAA
9 November 17
3. Agreed Transaction Overview
10 November 17
Agreed Transaction Overview: Key Elements (1/2)
• As part of the Agreed Transaction, substantially all of the assets of the Group are to be transferred to Savannah, its subsidiaries or an entity to be nominated by Savannah
• Savannah and/or its investment partners will provide a super senior interim credit facility of up to US$20mn
• Savannah will fund the Agreed Transaction via an equity capital raise, the proceeds of which (around US$200mn) will fund:
Savannah Transaction
Operational working capital and liquidity needs of the target Group;
Cash consideration to be paid to selected creditors including SSN Noteholders; and
Advisory/Legal fees associated with the Agreed Transaction
• On a pro forma basis, the Agreed Transaction would result in:
Deleveraging and
Net reduction in total debt of US$314mn(1)
Reduced Debt Service
Net reduction in annual interest expense c. US$38mn(1)
1. Calculation based on SSNs, Term Loan 1 Facility, Term Loan 2 Facility and 10.50% Notes
2. Details of the consideration offered to creditors as part of the Agreed Transaction are set out in the Lock-Up Agreement and the term sheets scheduled thereto
11 November 17
Agreed Transaction Overview: Key Elements (2/2)
• Savannah and Seven Energy are in continued constructive discussions with certain other of the Group’s financial creditors as regards amendments to their financing arrangements with the
Group, including the Accugas Lenders, Guarantco and the lenders of the WCF Agreement and the Promissory Noteholders in relation to their respective facilities
• Seven Energy is continuing negotiations with NPDC and NNPC regarding SAA reinstatement
Other
Discussions • Savannah has held exploratory discussions with possible co-investment partners regarding an investment of up to US$60mn in Accugas HoldCo equity, under the terms of which those co-
investment partners would potentially acquire a majority interest in Accugas Holdco. Savannah has not committed to this transaction and there is no conditionality relating to the
restructuring process in relation to such a transaction
• Lock-up fee: a fee comprising 0.75% of the total principal amount of the SSNs will be paid rateably to SSN Noteholders that are party to the Lock-up Agreement on the Record Date of the
Schemes (as defined in the Lock-up Agreement) in respect of all SSNs held by them as at the Record Date of the Schemes that were locked-up by 5pm London time on 12 December 2017
(provided certain other conditions set out in the Lock-up Agreement are complied with including voting in favour of the Schemes)
• The LUA includes various termination rights for Savannah in the event that certain conditions are not met
• Equity marketing: pathfinder admission document published and management roadshow to investors scheduled to start in late November 2017 and equity commitments are expected by 19
December 2017
Implementation • Implementation Agreement: targeting execution of full form finance and sale documents agreed mid-December
• Schemes of Arrangement in relation to SSNs launched after signing of Implementation Agreement (mid-December), with court approval expected in January 2018
• Closing subject to receipt of Governmental approvals in Q1-18
• The Agreed Transaction is supported by the Seven Energy board and Savannah’s brokers have indicated a high level of confidence in raising the required capital
• If the Agreed Transaction is not implemented, and in the absence of continued forbearance and liquidity support from the Group’s financial creditors, certain key group companies are likely
to have to enter into an insolvency processes
12 November 17
Ongoing Discussions with other Creditors
Discussions continue to progress with a view to agreeing a tenor extension refinancing along with arrangements in relation to the payment of
deferred debt service for March – September 2017
• In March 2017, the Group requested a standstill from the Accugas Lenders under the Accugas IV Facility
• The Accugas Lenders did not agree to enter into a formal standstill or waiver of any defaults under the Accugas IV Facility
• Accugas did not make payments of interest and principal due under the Accugas IV Facility on 31 March 2017, 30 June 2017 and 30 September 2017 whilst a restructuring of the
Accugas Accugas IV Facility is being negotiated
IV Facility
• The Group is in regular discussions with the Accugas Lenders with a view to agreeing a refinancing to extend the tenor of the Accugas IV Facility from 2019 to 2025, along with
arrangements in relation to the overdue debt service payments from March, June and September 2017 and a debt service (both interest and principal) moratorium for up to 12
months
DSA • Accugas did not make interest and principal repayments due under the DSA Facility on 30 June 2017 and 30 September 2017 and is in regular discussions with GuarantCo in relation
Facility to a refinancing
• SEFL has not made principal or interest payments due under the US$11.5mn Promissory Note since February 2017
Promissory
Note • Restructuring discussions are still ongoing with the Promissory Noteholder
• Seven Uquo Gas Limited remained current on the interest payments under the WCF Agreement through July 2017 but was unable to pay the interest and principal balance of NGN
WCF Agreement 5.1bn due October 2017
• Restructuring discussions are still ongoing with the lender under the WCF Agreement
13 November 17
Agreed Transaction Overview: Simplified Corporate Structure
Seven Energy Seven Uquo Gas Afren Global Energy Gas Transmission & Energy 905 Suntera
Finance Limited Limited Resources Limited Power Limited Limited R1/R2,
R3/R4
C C C
US$318mn 10.25%
Notes Anambra Basin
Accugas HoldCo Restricted Group(2)
Seven Energy
Midstream Stubb Creek TopCo
(BVI) Limited US$20mn Facility
US$107mn 10.5%
Seven Exploration & Accugas HoldCo US$15mn Notes
Notes
Production Limited US$27mn reinstated
US$85mn Seven Uquo Gas WCF(3) and Promissory
US$24mn Stubb Creek HoldCo B
SAA Notes Limited Note
Term Loan 1
Accugas Intermediate US$20mn New Accugas
Universal Energy US$11m GuarantCo US$375m Accugas IV HoldCo Facility
US$25mn Hold Co
Resources Limited DSA Facility Facility Universal Energy
Term Loan 2 Uquo
Resources Ltd
A Accugas Ltd Restricted Group(2)
US$12mn
Stubb
Promissory Note Stubb Accugas Limited
Creek US$386mn Accugas debt
Creek
Accugas
1. SAA and Anambra Assets not included. Were Savannah to acquire the SAA it would be held in a separate holdco
2. Restricted Groups refer to assets over which the debt instruments in the target group have security over
3. Up to a maximum aggregate amount of NGN 4.8bn of the WCF Agreement may be reinstated at Accugas Limited as part of any restructured / refinanced Accugas IV Facility
4. HoldCo grants asset security only, with no share pledges granted over HoldCo shares
Note: Pari Passu creditors will keep a residual claim at Seven Energy Finance. Please refer to steps plan for more details
14 November 17
Agreed Transaction Overview: Illustrative Milestones
Savannah
Governmental and regulatory consent application
Equity marketing
Note: Sequence of events is illustrative of anticipated order of events. Timing of the insolvency filings of Parent and Seven Energy (UK), solely for the purposes of implementing the transaction, is subject to agreement between
Parent and Purchaser. A final agreement between Savannah and the Accugas Lenders on the refinancing/restructuring of the Accugas IV Facility is not a condition precedent for the Agreed Transaction to close
1. Including the relevant confirmations from the DPR on the duration of the licenses for the relevant oil and gas assets as described in the Steps Plan
15 November 17
4. Summary Terms for Stakeholders
16 November 17
Treatment of 10.25% Senior Secured Notes (“SSN”) (1/2)
The SSN Noteholders shall be entitled to the following on the Completion Date:
• US$87.5mn cash
Cash Consideration
The Lock-Up Fee (see next page) shall be payable from the above cash consideration
• US$52.5mn in new Savannah Petroleum PLC shares (“Savannah Equity”), with the ability to elect a preference for cash in accordance with the Cash Out option below
Equity Consideration
Savannah shares subject to certain lock-in and voting terms
• Right to participate on a pro rata basis in the Equity Issuance (US$25mn Savannah equity issuance for a total cash consideration of US$20mn)
Right to Participate in
Equity Issuance • Equity Issuance underwritten by in return for a US$1mn fee payable in new Savannah shares, unless there is sufficient capital available after a Cash Out (as defined
below) to pay such fee in cash
• If the equity raise process of Savannah is oversubscribed on a cash basis, excess cash funds shall be applied to exchange entitlements of SSN Noteholders (i) to Savannah Equity;
and (ii) if applicable, in respect of the Equity Issuance for cash consideration (the “Cash Out”), with such additional capital allocated in the following order to:
1. SSN Noteholders who elect a preference to receive cash in respect of their entitlement to Savannah Equity on a pro rata basis ; and if capital remains available
2. SSN Noteholders who elect to participate in the Equity Issuance on a pro rata basis; and if capital remains available
3. SSN Noteholders who elect a preference to receive Savannah shares in respect of their entitlement to Savannah Equity on a pro rata basis; and if capital remains available
Cash Option in respect
of Savannah Equity 4. in respect of the fees payable for underwriting the Equity Issuance, as opposed to Savannah shares as noted above
and Equity Issuance • Savannah shall confirm the amount of additional equity capital raised (on a cash basis) and to be applied as set out above in advance of commencement of the Schemes of
Arrangement
If Savannah raises $77.5mn or more in additional cash equity capital, then entitlements in respect of the Savannah Equity and the Equity Issuance shall be replaced in full with
entitlements to additional cash consideration.
• In the event the Cash Out applies, SSN Noteholders shall receive the net cash value of the Savannah shares to which they would otherwise have been entitled (i.e. gross
subscription price minus transaction costs resulting in a net cash value of 96c in the dollar).
17 November 17
Treatment of 10.25% Senior Secured Notes (“SSN”) (2/2)
The SSN Noteholders shall be entitled to the following on the Completion Date:
• SSN Noteholders who participate in the Equity Issuance shall be entitled to a share, on a pro rata basis to their participation in the Equity Issuance, of the US$20mn New Accugas
Holdco Facility with the following terms:
Maturity: 6 years, bullet
• Lock-up fee: a fee comprising 0.75% of the total principal amount of the SSNs will be paid rateably to SSN Noteholders that are party to the Lock-up Agreement on the Record
Fees Date of the Schemes (as defined in the Lock-up Agreement) in respect of all SSNs held by them as at the Record Date of the Schemes that were locked-up by 5pm London time on
12 December 2017 (provided certain other conditions set out in the Lock-up Agreement are complied with including voting in favour of the Schemes)
• SSN Noteholders will retain a residual claim against members of the Group not purchased by Savannah, or if applicable, its nominees, limited in recourse to the value of the assets
Residual Claim
of such companies from time to time(1)
1. The 10.50% Noteholder, and the lenders under the Term Loan 1 Facility and Term Loan 2 Facility will also retain a residual claim against members of the Group not purchased by Savannah or if applicable its nominee, limited in
recourse to the value of the assets of such companies from time to time
18 November 17
Treatment of Other Creditors
• US$15mn Accugas HoldCo Notes due 2026 paying 8% cash interest pay-if-you-can (“PIYC”) (option for 10% PIK in 2018)
Pari Passu with TL1, WCF Agreement, reinstated Promissory Note and New Accugas HoldCo Facility (1st ranking security at Accugas
HoldCo)
10.50% Notes US$107mn US$100mn • US$85mn Notes at Seven Uquo Gas Limited due 2027 paying 8% cash interest (option for 10% PIK in 2018)
All Asset security from, amongst others, Seven Uquo Gas Limited and Seven Energy (BVI) Limited
US$6m annual amortisation profile, plus 20% (or such amount as may be agreed) of excess cash swept from SAA for early repayment
in the event the SAA is reinstated
Term • Exchanged into US$20mn facility at Accugas HoldCo due 2023, PIYC 6% cash or 8% PIK
US$24.1mn US$20mn
Loan 1 Facility • 1st ranking security at Accugas HoldCo and Accugas MidCo
• Term Loan 2 Facility will receive cash consideration of US$7.3mn and US$4.4mn equity consideration in Savannah shares (assuming SAA
not reinstated)
Term • In event the SAA is reinstated:
US$25mn -
Loan 2 Facility
Exchanged into US$20mn facility at SAA HoldCo or SAA OpCo due 2022, pay-if-you-can (“PIYC”) 6% cash or 8% PIK
100% • No consideration
Existing Shareholders
equity • Selected shareholders may choose to participate in the Savannah equity raise
19 November 17
5. Disclosure Statements: March 2017 Business Plan
20 November 17
March 2017 Business Plan: Principal Assumptions
• Background
1 Business Plan was drawn up in Q1-17 and presented in March 2017 (The “Business Plan”)
Projections are impacted by ongoing developments since March 2017
1. Reserve numbers present Seven Energy’s estimate and may differ to Savannah’s estimate
The Business Plan (including the projections and forward-looking statements therein) referred to in this information pack is the responsibility of Seven Energy management only and does not reflect the views of any third-parties
(“Third Parties”), including the views of Savannah Petroleum Plc. The Business Plan assumes on-going operation of Seven Energy as of the date thereof and does not give effect to the planned restructuring and acquisition by
Savannah Petroleum Plc of certain assets of Seven Energy. To the extent Savannah Petroleum Plc exercises control over assets currently held by Seven Energy, we cannot assure you that the assets will be managed in a way that
reflects this Business Plan.
21 November 17
March 2017 Business Plan: IGB Assumptions
• Infrastructure: The gas processing facilities and pipeline network are now fully commissioned and capable of supplying 200+
1 MMcfpd to existing customers, with additional capacity to supply new customers through this network. Last mile customers can
be accessed with additional capital expenditure of US$15mn.
MMcfpd 2018
Calabar 90.0
• Gas Sales: Three long term gas sales agreements are in place to supply up to 190 MMcfpd, with 80% (c. 150 MMcfpd) under
2 take-or-pay. Base Case assumes ramp-up through 2017 - 2018 for Calabar; prevailing offtake pattern for Unicem and cashflow UniCem 18.3
capacity of Ibom Power.
Ibom Power 6.7
Total 115.0
MMcfpd
200
150
• Gas Supply: All gas being supplied during the Business Plan period is sourced from the Uquo Field, in which the Group has an
3 87.7% revenue interest. Existing well inventory is currently capable of supplying full contract volumes of existing contracts up to 100
2020 and thereafter a further five wells will be required to maintain the plateau production rate.
50
0
2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
The Business Plan (including the projections and forward-looking statements therein) referred to in this information pack is the responsibility of Seven Energy management only and does not reflect the views of any third-parties
(“Third Parties”), including the views of Savannah Petroleum Plc. The Business Plan assumes on-going operation of Seven Energy as of the date thereof and does not give effect to the planned restructuring and acquisition by
Savannah Petroleum Plc of certain assets of Seven Energy. To the extent Savannah Petroleum Plc exercises control over assets currently held by Seven Energy, we cannot assure you that the assets will be managed in a way that
reflects this Business Plan.
22 November 17
March 2017 Business Plan: IGB Cash Flows
(US$mn) 2017 2018 2019 2020 2021 Cash Flows as per the Business Plan - subject to material change as per October 17
Received Oil Price (US$/bbl) 53.6 56.7 57.8 59.0 60.2 (see page 25 for October 17 Update)
Oil Volume (bopd) 507.5 1,528.4 1,837.7 1,759.6 1,606.5
1• Unsustainable and extraordinarily large gap between cumulative CFADS and
Gas Volume (MMcfpd) 64.8 115.7 141.2 147.9 156.1 cumulative debt service in the 2017-2021 forecast period, driven by absence of
Oil Revenue 9.1 29.1 35.7 34.9 32.4 any SAA cash flows along with insufficient IGB cash flows
Gas Revenue 90.1 165.4 221.1 245.6 277.1 • Cash Flow projections as originally drawn in the Business Plan. Latest operating
statistics on page 25
Total Revenue 99.2 194.5 256.8 280.6 309.4
• CFADS figures shown here exclude operational funding need as per page 8
Cost of sales (5.4) (10.2) (13.4) (14.8) (16.3)
• IGB CFADS projections between 2022 – 2026 were based on the
Other Operating Costs (18.7) (25.9) (29.4) (30.7) (31.4) following assumptions:
G&A (14.1) (11.1) (11.1) (11.6) (12.2) Oil price gradually increases to US$66/bbl with oil volumes declining to
Operating cashflow 61.0 147.4 202.9 223.5 249.5 c. 1,000 bopd;
Tax (0.0) (0.2) (1.8) (39.8) (44.6) Gas volumes constant for 2 years then declining to c. 140 MMcfpd in line with
contractual commitments;
Capital expenditure – new projects (5.1) (22.1) (19.5) (20.7) (0.0)
Cost of sales, other operating cost and G&A rise with inflation;
CFADS before working capital movements 55.8 125.2 181.6 162.9 204.9
Effective annual tax payments equivalent to 18 – 20% of operating cashflow;
CFADS (Infra only) 26.3 48.9 94.6 103.5 120.5
c. US$165mn of new project capex over the period in relation to continued
CFADS (Feedstock only) 29.5 76.2 87.0 59.4 84.4 development of the Uquo Field and appraisal and development of the Stubb
CFADS after working capital movements but Creek Gas Field;
(19.8) 73.9 160.3 177.4 211.8
before funding need CFADS from feedstock forecast between c.US$55mn and US$65mn annually
Cumulative CFADS (19.8) 54.1 214.4 391.8 603.6 (2022 – 2026)
Debt Service (IGB debt only) 59.1 243.9 167.7 - -
1
Cumulative Debt Service (IGB debt only) 59.1 303.0 470.7 470.7 470.7
Debt Service (all debt) 82.8 306.8 233.2 102.1 418.5
Cumulative Debt Service (all debt) 82.8 389.6 622.8 724.9 1,143.4
The Business Plan (including the projections and forward-looking statements therein) referred to in this information pack is the responsibility of Seven Energy management only and does not reflect the views of any third-parties
23
(“Third Parties”), including the views of Savannah Petroleum Plc. The Business Plan assumes on-going operation of Seven Energy as of the date thereof and does not give effect to the planned restructuring and acquisition by
Savannah Petroleum Plc of certain assets of Seven Energy. To the extent Savannah Petroleum Plc exercises control over assets currently held by Seven Energy, we cannot assure you that the assets will be managed in a way that
reflects this Business Plan.
23 November 17
March 2017 Business Plan: CFADS by Segment and Currency
1. SAA cash flows as per original BP no longer current given ongoing discussions with NPDC. Projections from the March Business Plan are shown on page 8 for illustrative purposes only
2. Includes SAA reinstatement fee of up to US$200mn
3. CFADS by segment/asset is stated after allocation of corporate overheads
The Business Plan (including the projections and forward-looking statements therein) referred to in this information pack is the responsibility of24Seven Energy management only and does not reflect the views of any third-parties
(“Third Parties”), including the views of Savannah Petroleum Plc. The Business Plan assumes on-going operation of Seven Energy as of the date thereof and does not give effect to the planned restructuring and acquisition by
Savannah Petroleum Plc of certain assets of Seven Energy. To the extent Savannah Petroleum Plc exercises control over assets currently held by Seven Energy, we cannot assure you that the assets will be managed in a way that
reflects this Business Plan.
24 November 17
IGB Operating Update
• The Integrated Gas Business has been delivering gas during the first 9 months of 2017 to the Ibom Power station, the Calabar power station and the Unicem cement plant at an average rate of 78MMcfpd
(9 months 2016: 80MMcfpd)
This compares with an average rate of 54 MMcfpd assumed in the Business Plan for the same period, ramping up to 98 MMcfpd in Q4-17
September 2017 YTD CFADS of US$33mn compares to US$30mn as per Business Plan assumption as a result of slower than expected working capital unwind
The March 2017, June 2017 and September 2017 debt service payments on the Accugas IV Facility have not been made, but the CFADS generated in the first 9 months is trapped within Accugas bank
accounts to pay for the direct and indirect operating costs of Accugas. These funds are not freely available for general working capital purposes pending a refinancing of the Accugas IV Facility
• In September 2017 all conditions precedent to the long term gas sales agreement for the supply of gas by Accugas to the Calabar Nigerian Integrated Power Project (the “Calabar GSA”) were satisfied and
the start date on the Calabar GSA was confirmed as 22 September 2017. The Calabar GSA is supported by a World Bank Partial Risk Guarantee (“PRG”), which guarantees payments to Accugas for gas
supply and is backed by the Federal Government of Nigeria and the International Development Agency of the World Bank;
PRG to become effective in Q1 2018 in line with the assumption in the Business Plan
• Average gross oil production from the Stubb Creek and Uquo fields was 3,100 bopd for the period (first nine months of 2016: 1,900 bopd), with net entitlement to Seven Energy of 900 bopd (first nine
months of 2016: 600 bopd)
The Business Plan (including the projections and forward-looking statements therein) referred to in this information pack is the responsibility of Seven Energy management only and does not reflect the views of any third-parties
(“Third Parties”), including the views of Savannah Petroleum Plc. The Business Plan assumes on-going operation of Seven Energy as of the date thereof and does not give effect to the planned restructuring and acquisition by
Savannah Petroleum Plc of certain assets of Seven Energy. To the extent Savannah Petroleum Plc exercises control over assets currently held by Seven Energy, we cannot assure you that the assets will be managed in a way that
reflects this Business Plan.
25 November 17
Nigeria
Seven Exploration & Production Limited
35 Kofo Abayomi Street
Victoria Island
Lagos, Nigeria
Tel: +234 1 277 0600
Accugas Limited
35 Kofo Abayomi Street
Victoria Island
Lagos, Nigeria
Tel: +234 1 277 0600
United Kingdom
Seven Energy International Limited
4th Floor, 6 Chesterfield Gardens
London W1J 5BQ
United Kingdom
Tel: +44 20 7518 3850
Email: info@sevenenergy.com
www.sevenenergy.com