Hello, everyone. My name is Sandra, and I will be your conference operator today. At this time, I would like to welcome everyone to the Africa Oil management's presentation on the proposed consolidation of Prime Oil and Gas. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star one, one on your telephone keypad. If you would like to withdraw your question, please press star one and one again. Please note that at any time, participants on the webcast can submit the questions using the Q&A box on the webcast interface. Please note that this event is being recorded. The recording will be available for playback on the company's website. I will now like to pass the meeting off to Mr.
Shahin Amini, Africa Oil's Investor Relations Manager. Please go ahead, Mr. Amini.
I thank all those joining us today to see our presentation on the consolidation of Prime Oil and Gas into Africa Oil. Today, I am joined by our President and Chief Executive Officer, Roger Tucker, our Chief Financial Officer, Pascal Nicodème, and our Chief Commercial Officer, Oliver Quinn. Roger will present the strategic context and the benefits of the deal for Africa Oil shareholders before we go into a Q&A session. First, allow me to remind you of some important messages on forward-looking statements. Today's presentations include forward-looking statements, and there is no guarantee that actual outcomes will be in line with these forward-looking statements. You're encouraged to refer to our financial statements and management discussion and analysis reports that are available on our website for more details. I will now hand you over to Roger. Roger, please go ahead.
Thank you, Shahin, and good afternoon, everybody. Thank you very much for joining this call. I'm delighted today to be announcing our deal to take full control of Prime and consolidate its earnings and assets into Africa Oil. However, before I set out the benefits for shareholders and the strategic merits of the deal, I'd like to spend a brief moment putting today's announcement in context. This is the culmination of 10 months work based on the strategic plan I laid out last year, which was approved by the board as I set out as the new company's chief, the company's chief executive. In the intervening period, we have de-risked our growth with 2 vital farm downs.
We have launched a share buyback program and reiterated a commitment to a baseline dividend, and we make a material advance on that again today. We promised to move forward on consolidating our positions in Prime and Impact. These are not easy steps, as they're quite, they were quite complex holdings, and we've done exactly that. How do we measure these achievements? Well, this company has a market capitalization of approximately $1 billion. And as a management team, we believe all the steps taken this year, including today's announcement, have resulted in $1.5 billion in gross consideration. This is a huge amount of transaction activity over a very short space of time. That's at the gross level.
We believe the combination of returns and growth, with the addition of a new strategically aligned cornerstone investor, offers a differentiated investment case among all of our peer group. Let's now move on to the details of today's news. Consolidate BTG's 50% holding. Remove that. Yeah. 50%, consolidating 50% shareholding in Prime. So that Prime becomes a wholly owned subsidiary of an enlarged AOC. BTG will receive 35% of the shares in the enlarged AOC, and AOC's existing shareholders retain 65% of the shares. Let me emphasize, AOC will change from being an indirect equity holder to being a direct controlling owner of these assets and cash flows in their entirety. It's a very significant change. Structuring an appropriate governance framework was a critical element for this agreement.
AOC and BTG have entered into an Investor Rights Agreement to govern the relationship, as well as reconstituting the enlarged AOC's board. I will continue as AOC's President and Chief Executive Officer, and Huw Jenkins, BTG's Vice Chair and the current Chairman of Prime's Supervisory Board, will be joining as the non-executive chairman. The completion of this deal will require AOC shareholders' approval and other customary consents, such as government and regulatory approvals. AOC will remain listed on the TSX and the Nasdaq Stockholm following the deal completion. AOC's existing London office will serve as the headquarters of the enlarged AOC to receive today, well, when the deal completes, as a result of this transaction. As the chart shows, AOC shareholders will see substantial immediate upside in both reserves, production, and free cash flows.
Following the restructuring, they will gain a material increase in shareholder capital returns. We will double our reserves and production base in assets that we know very well. We are set to report substantially higher operating and free cash flow metrics, and these will materially enhance our position relative to our peer group of companies. The enlarged AOC, following completion of this arrangement, will introduce a new cornerstone shareholder, and a returns program that will reward investors with a threefold increase in dividend distributions. Furthermore, there is commitment in the returns policy to distribute 50% of excess free cash flow through additional dividends and/or share buybacks. Now, turning to the strategic benefits of this transaction. We know these mid-life producing assets well and have confidence in their remaining reserves.
These are complemented with low risk, high return opportunities, such as the Preowei development project that we have spoken to frequently in the past. As already noted, the deal is highly accretive on reserves, production, and cash flows for AOC shareholders. I must also highlight the vital advantage of gaining direct control of Prime's cash flows and balance sheet. There is scope to optimize and streamline operations, and in turn, create value through synergies that can be gained through this consolidation. For instance, the merged financial resources and capital structures provided, provide for us to optimize debt financing for the enlarged AOC. Our board understands that investors in this sector seek capital returns. We will therefore introduce a $100 million base dividend commitment, plus a further promise of 50% of free cash flow, net of base, base dividend.
The compelling technical and financial merits of the deal are ultimately enablers for us to deliver our shareholder returns commitment. In BTG, we gain a long-term, sophisticated, and well-funded shareholder. We have a long-standing working relationship with BTG, since we acquired our prime interest in January 2020. In effect, we are creating a highly differentiated and secure platform for different disciplined growth. Of the assets in question, and I've shown this particular slide many times in the past. We have interests in large-scale assets like Agbami, Akpo, and Egina, that in aggregate today, produce more than 300,000 barrels a day, and are three of the top five producing fields in Nigeria. AOC is partnered with Tier One operators, Total and Chevron, whose budgets and timetable are unlikely to be disrupted by cyclical factors.
These assets continue to be a priority projects for these operators, and there is an attractive scope for further investments, supported by favorable regulatory and fiscal frameworks in Nigeria. As a reminder, our license is converted last year to the new PIA, reducing headline tax rate from 50% to 30%. There are also attractive development opportunities. The Preowei field, which we've talked about many times before, is a low risk, high internal rate of return development opportunity, with FID expected by end of 2024, with a production startup targeting 2027, which will have predicted gross headline production of 65,000 barrels a day. This comes through when we compare ourselves in the space. It reflects our superior profitability metrics.
So let's have a look at the metrics against our peer group. First of all, in terms of absolute EBITDA, we advance from the position where we were in the light orange to the dark orange, much further to the right. We advance into a distinct new peer group. We've effectively jumped out of our peer group. In addition, we enjoy a high EBITDA margin, driven by our premium Brent pricing and low operating costs. Our full year 2023 EBITDA per barrel is $61, and that is 60% higher than the peer group average of $38. Looking at costs, our average $15 per barrel OpEx is about a third below the peer group average. So high quality assets yielding excellent financial returns.
So it is fair to say that the proposed consolidation is a great achievement for AOC as we double our reserves and production in our world-class assets. Taking our, our year-end 2023 reserves, the pro forma company has a material reserve base of more than 100 million barrels. And taking the midpoint of our 2024 production guidance, the enlarged AOC would have average daily production of 36,000 barrels a day. These provide for a healthy reserve and production index of eight years, ahead of which is obviously ahead of our Orange Basin production, which is likely to start up in 2029 or 2030. Considering the technical and financial benefits, it is natural for AOC to seek this consolidation and take direct control of our cash flows.
Replacing our current equity method of accounting with consolidating 100% of Prime's financials makes us a simpler and more easily understood company. This will also open up new business development opportunities, which would otherwise be unavailable to us. There are opportunities through merging and optimizing the business, where we gain, for instance, benefits of a larger scale capital structure and also eliminating duplicated governance costs. BTG since January 2020, when we acquired our interest in Prime. In fact, they provided the bridge loan to AOC that allowed us to acquire the Nigerian assets. So I am delighted to have a major financial group and sophisticated energy investor wanting to become AOC's new cornerstone investor. BTG is the largest investment bank in Latin America, with $300 billion of assets under management, and has global reach through its international presence.
They have deep, long-standing expertise in the energy sector, including their long-standing investment in Prime alongside us. Through other successful investments in the upstream oil and gas, they have shown long-term commitment to the sector. We have total strategic alignment in growing a sustainable upstream company whilst maintaining commitment to substantial shareholder returns. BTG can also facilitate access to new business opportunities and potentially unlock new sources of funding across the capital structure. Opportunities within our recent achievements and the proposed consolidation. Our existing opportunity set provides us with long life projects, offshore Nigeria and Namibia. Our two strategic farm down agreements, achieved earlier this year, position us as the leading independent E&P company in the Orange Basin. We have our interest in the funded Venus development project, and we have our carried high impact exploration assets offshore Namibia and South Africa.
So the new management team, excuse me, a new management team has delivered innovative strategic transactions, thereby removing the funding pressure from AOC's balance sheet. These are complemented with our short cycle investment projects offshore Nigeria, that will be funded from operating cash flow. I trust that you agree that with doubling our scale through this consolidation, maintaining a strong balance sheet with healthy leverage ratios and a new cornerstone shareholder, we are a more attractive and capable deal counterparty. Formulating and presenting a clear capital allocation framework has been one of my top priorities since joining AOC, and as you would have seen from our past presentations, maintaining sufficient liquidity and a robust balance sheet is the foundation of our business. This sustains our growth and shareholder capital returns through the business cycle.
I am pleased that we have excellent alignment with BTG on the capital allocation framework, including the base dividend policy of $100 million, with flexibility to distribute excess free cash flow to shareholders. The enlarged AOC will benefit from a mix of growth opportunities. Our investment focus is deploying development capital on short-cycle production growth, such as the infill drilling and the Preowei development project offshore Nigeria. These are complemented by our funded Venus development project, offshore Namibia, and our funded exploration assets in the Orange Basin. Considering our strong balance sheet and high netback production, and with the entry of a sophisticated cornerstone investor, we will be in a great place to pursue growth and take advantage of opportunities in upstream oil and gas as the industry evolves through the energy transition.
We believe the combination of returns and growth, returns and growth following this deal offer a differentiated investment case among our peer group. In terms of the steps to completion, the timeline is actually a series of steps, all of which are routine. The deal is basically a shareholding reorganization. Africa Oil and BTG Pactual have established relationships in Nigeria with a track record of doing successful business in the country, and both parties will remain invested in Nigeria. The deal will require AOC shareholder approval, and we plan the shareholder meeting to be around mid-October after proxy document circulation in September. Final consents and approvals, including Nigerian government approval, are expected by the end of Q3, 2025, but obviously, we'll push to make that as quick as possible.
So in summary, and before opening up, for questions, a quick reminder of the highlights of this deal for our shareholders. One, we gain full control of Prime's license and therefore of its cash flows and balance sheet. Two, we can now introduce a revised, stronger shareholder returns policy and know with greater confidence how to plan and control our capital allocations. Three, to reiterate, the returns policy brings shareholders an enlarged base dividends and incremental dividend distributions and, or possibly buybacks. And the group regains a committed cornerstone shareholder with a strong platform, with greater scale to support further growth opportunities. And with that, we will welcome your questions, and I will ask two of my colleagues to come up and stand beside me. So yes, Oliver Quinn and Pascal will now join me.
To ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one and one again. From Peel Hunt, please go ahead.
Thank you, and congratulations on the deal. You know, I clearly understand the rationale from your side in terms of creating a more material E&P with, you know, a much more simplified financial structure. From BTG's side, was the key rationale for the deal to gain exposure to your Namibian exploration?
You'll have to ask BTG, but in Huw's statement, it is apparent that they do highly regard this management team, and they are looking to create a significant growth vehicle. They want to grow this entity. They have supported the valuation that we hold of Venus, hence why we've ended up with the exchange ratio. And it's very gratifying that a financial institution of the scale and skill of BTG have reviewed that data and applied it, as you can work out, a significant valuation to our interests in the Orange Basin. But it was...
I think the deal isn't fundamentally driven by the desire to get into specifically Venus. It's more a desire to create a new vehicle, which they can use, we can use to grow.
I think I'll just add, there's an obvious simplification for both sides, Mark, right? In the sense that, you know, Roger talked about eliminating the governance process through Prime, and that gets simplified. So there are some synergies around that, but, you know, there's just a big efficiency in doing that, and I think both sides recognize that very clearly.
Fits to that kind of potentially reduced G&A, or is it more just a case of less uncertainty around timing of distribution of dividends and a more standard financial statement for an E&P?
Cost savings in this. As I said, the headquarters will come to here. The simple elements of we've got sort of common IT issues and systems, et cetera, and we can actually streamline all of that. We obviously have the governance of Prime, which can obviously now completely disappear because it actually falls into the new entity. But the real reason for doing this isn't to do, you know, reduction in G&A. There will be a reduction, but and we will target the best that we possibly can get from that. But it's the creation of a fundamentally new a new entity, which is driving us driving us forward.
I just wanted to ask, what do you see as kind of the critical path, steps to achieving the guided CQ next year completion? And also, do you think there's much scope to beat on that guidance?
... Those steps in there, of course, one is, after approval shareholder vote, which we've signaled in this pack is kind of October, right? Of course, we feel fairly confident around that, given the accretion of the deal and the strategic case, but it's important that we get that shareholder support. So that's kind of step one, and then the other point in there is really, Nigerian regulatory approvals. So... We've had very good engagement so far with the Nigerian authorities. They were aware of this announcement before today, of course, and we've worked together on that. So, you know, we'll need a consent, if you like. But I think what we're very confident about is, if you think about this transaction compared to other Nigerian transactions, this isn't a sale, right?
It's clearly not a cash transaction where one party is buying and one is leaving. Everybody's staying. We're, we're kind of reiterating our commitment to Nigeria, if you like. So we feel it's a very positive story for the, for the country. It's a very positive story for the investors. But we still, of course, need, need our partner and the government's consent, and that probably comes as, as kind of last step, if you like, before completion.
By the way, we've given you a sort of conservative guidance. We will do all we can to bring that forward, and then we'll keep you informed about how we're getting on as we go through it. But as Oliver says, this isn't a typical case where somebody is selling up and leaving and taking cash off the table in Nigeria. Both the shareholders are continuing.
The key implication of that is, I assume your new dividend policy becomes active on completion of this deal, so that's why it's kind of important. I guess just kind of final question, yeah, I mean, clearly, this increases your scope to do further M&A, given it's all equity. Can you kind of comment on the sort of maximum scale of M&A deal that you might look at now?
I don't know. Well, this one is to double the production of the company, and, you know, the- I think I've sat down with you before, and we have some fairly lofty aspirations of where we wanna take the production level. I'm not gonna give you, you know, an absolute scale. What actually will- I will say, though, is that what we have in this company, and it does differentiate us, are these big world-class assets. We won't be looking to acquire things which don't fit in the asset class range. Do you see what I mean? So we want to stick within these type of assets.
As I think I mentioned to you when we met, anything we do will be driven from the rocks up, not from the spreadsheet down, in this. And that's one of the things I think that BTG are interested in, in relation to the way that we do our work, and I think it's a great fit between the way we work and the way that they work.
Yeah, and if you... One might say, you know, we think about it, Mark, which I think is about what are we creating more than the other way around, which is what can it do? And we're creating something, as described, a very strong balance sheet, very clear and strong returns and dividend policy. All the CapEx taken out through the transaction will be done. So the organic growth, if you like, through into the mid-next decade is built in there, right? And a low CapEx. So you put all that together and you say, "Well, okay, that is an incredibly strong platform in the independent E&P sector." What it then goes and does, I mean, that's a matter of discipline, in terms of the organics and growth.
But as Roger said, a lot of this conversation has been around strategic alignment with a big new shareholder. And so I think there's multiple sets of things we could go and do there, but I think you'll see us be disciplined, because, again, we're not gonna water down the platform, if that makes sense, just, just for the sake of it. But we do feel it's it is a compelling and strong platform to go and lead some consolidation.
Thanks, Simon.
As a reminder, if you wish to ask a question, please press star one and one on your telephone. That's star one and one to ask a question. Simon, please continue with the webcast questions.
So we do have a number of questions, and one is on, Well, it's kind of asked by Matt regarding potential M&A activity. But this one is from a different angle. It does give BTG's Latin American credentials and roots. Is it possible that Africa Oil could be looking for opportunities beyond Africa, possibly Latin America?
Well, we will be rebranding the company on completion. And as I said in the previous answer, what we're looking for would be a particular type of asset and a particular type of situation. And you're absolutely right. BTG have tremendous relationships in that part of the world and indeed in other parts of the world. And so we will look at assets outside of Africa. Often people then say, "Well, you know, you're a West Africa specialist." Well, actually, I'm not. I've worked in every single continent in the world, including in Russia, and indeed, I ran the biggest redevelopment project in Latin America, in Venezuela.
And so actually, Oliver has worked also all over the world. So it is not a risk if we go and step out into something else. But as I say, critically, it will be a style of asset, replicating to a certain extent, the stuff that we've got at the moment, and we will not be forced into doing something that doesn't fit.
... thank you, Roger. Let's put a question to Pascal. Obviously, we've talked about the larger company and the consolidated capital structure. Pascal, can you share your views around the synergies and optionality, and can we reduce, for example, our cost of capital? As a former banker, how do you view this?
I think via this deal, we are clearly changing league, and it's clear that we will be able to tap different financing options. As of today, you know that we have this RBL facility in place at that Prime level. We do have this corporate facility at the Africa level, which we are really using as a liquidity buffer, which is not drawn at the moment. It's clear that by doubling our production, we will be able to refinance the existing RBL, maybe change the structure a little bit. And we will make the appetite for potential bondholders even greater.
So, I think clearly there is a matter of size here, and doubling the size of the company will enhance the possibility of raising a cheaper capital at the Africa Oil level, definitely. In terms of cost of capital, I think the Prime RBL is already quite cost competitive. But definitely, we will continue to refinance and extend this debt facility in order to maintain and potentially minimize our cost of capital.
Thank you, Pascal. Oliver, can you give an update on the offers of minorities in Impact?
Yeah, sure. So I think as we've announced earlier in the year, we've made a step to buy out some of the minority shareholders in Impact Oil and Gas, which of course is the parent of the Venus discovery in Namibia. So that's proceeding very well. I think the guidance we gave was that we would announce something at the end of Q2. Obviously, we're heading pretty close to that, so I think you know, I won't talk about numbers today given that we're talking about something else, but we'll announce a final position on that shortly. But essentially happy with how that process has gone.
Thank you. Roger, any views on how the Impact... this is the deal between Impact and TotalEnergies. Any views or comments on its progress?
Actually, weirdly, I've just had a text from Total. Just saying that the approval process is going according to plan, and the final approval is in with the ministry, but they do not see any issues. So we consider the final approval will be coming imminently. I can't give you an exact date, but Total don't see any issue.
Excellent. Thank you. There's a question on the completion of the deal and whether there is a right of first refusal on this deal from any other entities.
All of it there. So I mean, obviously, we're amalgamating something that we're already in, being Prime, both parties. So, on one of the assets like Agbami, OML, the unit that covers OML 127, there is a, you know, there is a pre-emptive right at the asset level. But I think our consideration is that doesn't necessarily apply to this transaction because as we've been very clear, it's a reorganization, of the shareholding, and it's an amalgamation, if you like, so it's a different situation.
Okay. Pascal, through this deal, is there any impact? Are there any potential benefits in relation to the dividend withholding tax that Prime is currently exposed to in Nigeria?
I think with the Prime structure is going to remain unchanged for the moment. So the withholding that is charged between Nigeria and the Netherlands is going to stay in place. And there is no plan to change the existing structure from that perspective, so I expect the withholding tax will stay in place.
Thank you. There was a nice comment here from Peter. "Investor in Hawaii would like to thank AOC management for outstanding presentation." I'm very jealous, Peter, joining from Hawaii. Thank you, Peter. Appreciate his comments. Right. There is, there's a question on, they're seeking further clarification on the lock-box mechanism. And whether do you expect dividends to continue to be, distributed from Prime up to its shareholders prior to, the completion of the deal?
Yeah. So there is, I mean, that's a relatively complex question we have to deal with. But yeah, look, effectively, there's an effective date on the transaction, and of course, there'll be a true-up whenever we complete. So that will take account of dividends from Prime and any other cash that might leak either side out of the system. But it's a fairly, as I said, it's a fairly conventional lock-box, and therefore, true-up mechanism. We don't believe it will be a material difference to anything we presented today in terms of the final outcome. I think the final point would be, we have accounted for this potential one-year completion period. Obviously, if it comes quicker, that's a simpler process, but it's a very conventional approach to that.
Yeah. And there's a number of questions. I think this is quite a ... we may have to give sort of detailed, in with reference to what is already available in the public domain, but there are a number of questions on how investors should think about the valuation, the implied valuation of this proposed consolidation.
I've been waiting for that question. So look, obviously, there's a couple of points here. Again, without getting into too much detail, but, it's clearly not a cash, simple cash acquisition transaction with a headline dollar amount because of the nature of the amalgamation and roll-up. So, the way we think about this is the ratio, right? So we've got an exchange ratio of 65-35, and so the question becomes: how did you get there, right? Because that's the value split, if you like, in the consolidation. So the really important point is this was an NAV approach, so we looked at Africa Oil's NAV, so that's obviously Nigeria, Namibia, cash, our other exploration assets like South Africa, for example. And on the Prime and the BTG side, slightly simpler in that that's obviously a pure Nigeria business, right?
Then on top of that, there are some overheads. So the headline to take from that is, in terms of the valuation, that the 65-35 accounts for the NAV as we've agreed it on our other assets, so on Namibia, on the exploration assets and obviously our cash as well, right? So it is all our asset values are accounted for. Now, of course, we're issuing equity, but by doing this in an NAV to NAV way, what we're really saying is it's not share price driven. It's driven by an issue of equity on the back of a NAV to NAV calculation. So effectively, what we're doing in that is a classic kind of public to private thing, and taking out any discount in our share price to the NAV.
So that makes us comfortable as AOC, that we're getting value for our assets, and it's also comfortable, I think, to BTG in the sense that we're co-owners of the main asset in Nigeria, and they've done, or just said earlier, some detailed work on our other assets to get comfortable with those. So that bit's really important in terms of the philosophy. It's a NAV to NAV, right? The second point, really to think about is the numbers. So a lot of this is actually quite public. So the first point is on Nigeria, where we through our Canadian regulatory disclosures have an independent valuation report out there, which you can go find, and Shane can point you to it if you can't.
But essentially, that, that says, the last report, that, that AOC, our 50% share of Prime, is worth, depending on discount rate, somewhere $700 million-$800 million. So you can take that public value for Nigeria. You can then go to one of the other big bricks, which is Namibia. And as we've just talked about, you know, we've put an offer out there to buy out minority shareholders, which we're pursuing. And the implied gross value of Impact in that offer was $805 million. So there's a number out there for Impact, and we own, you know, 31% today, and we'll go up a little bit more in our impact ownership with that offer.
You can kind of get a read through of that number, and then our cash number is circa $200, I think, last kind of results.
Yes.
Just under.
Yeah.
So, and then we have some value for South Africa, where we've got a carried interest, which we announced earlier this year. The numbers are out there in that sense to look at what makes up our NAV, if you like, in public data, which is good. And obviously Prime is a, is an asset we share, so you can see the numbers, the same number both sides effectively. So you can see the philosophy, which is NAV to NAV, and then you can see the numbers that are in there, and when you triangulate that, you can. I think you can see quite clearly that drives a 65-35 ratio in terms of an equity split of the pro forma.
One question. I'm gonna give you a chance to take a breather.
Good.
I've got an easy one. Well, maybe it's not an easy one, but bit of a light-hearted question here. Roger, would you consider naming the new company Bull Oil Company?
Bull Oil? Actually, it's actually really difficult to come up with a name. Actually, everything is taken, but I don't think we would call it Bull Oil, no. We'll have to obviously have a long discussion with lots of people around a table and probably take up a whole board meeting deciding on what we call it, but we've got some time to consider.
All right. Thank you. Actually, I'm gonna really ask a difficult one. Pascal, sorry about this, but a question from Carl. Would you consider doing a substantial issue a bit now?
Well, I think, first we need to go through this completion period before we change the parameters of our share buyback, for sure.
Yeah.
So, I think we just announced the deal. We want to make sure that we go through this completion process without any problem. I don't think it would be reasonable to trigger a specific buyback now.
Yes. Thank you, Pascal. There's a number of questions on our positions in Eco Atlantic and Africa Energy. I'm not going to read those questions out. We want to keep this presentation very much on this transformational deal, consolidation of Prime, and we really have nothing new to share on those investments. Do you agree, gentlemen? Yeah. And going back to you, Oliver, there's a number of questions on the number of shares being issued to BTG. Is that gonna change? Could you shed some color on that mechanism?
No. So again, I'll try and give a simple answer to something that's relatively complex, of course, but now what we will do is, we've agreed what the correct share count of Africa Oil today is, if you like, the day of announcement, and we will issue a set number of shares to BTG on that basis, so it's a fixed number of shares. And again, that's an important point as you think about the triangulation of valuation, right? It's a fixed number of shares. We don't anticipate the share count changing before completion in any significant way, but clearly, share counts can go up and down to small amounts, but that share count drives share issuance, sorry, to BTG, drives the 35-65, gives you the 35-65 ratio.
... Thank you. This question is most of this we've answered. There's a question actually from Bloomberg on saying whether there's any scope for, perhaps additional dividend payments this year from Africa Oil? I think, again, it goes to the earlier-
I think it's going to be the same.
Yes.
assure you that we are not going to make any significant change until completion of the transaction.
So the parameters do not-
Yes
-shift significantly?
No.
Questions about when Africa Oil shareholders could expect to receive the new base dividend for the pro forma company. You've answered it on a couple of occasions. It's really post completion of the transition.
Yeah. It's a dividend framework that commences for the pro forma company at completion, from completion. That's right.
Very good. Just as I said, a number of questions, where a lot of these are now repeated. Is there any more interest on the telephone line, please?
On the telephone, please press star one and one on your keypad. That's star one and one if you wish to ask a question. Time?
Yeah. Roger, obviously, we, you know, you've delivered a very significant deal in line with your stated objective, which is consolidating your core assets. And, Oliver kind of gave an update on our offer to minorities. Is there scope for perhaps further consolidation in Impact?
There's always scope. But there's, we have no intention of going beyond, particularly in this, the period that we are going towards completion, going beyond the sum of money that we committed, which we announced at this time. So we were not gonna go beyond that, but we'll keep monitoring the situation in Impact. But don't expect us to suddenly do another transaction beyond the one that had a maximum sum attached to it when we made the announcement of the or potential acquisition of the minority interest.
There's a question from Peter. Again, I'll, I'll tackle this. Really is just seeking an update on operational technical updates. At this point in time, again, we wanna keep the focus on this strategic transaction, and we don't have any new updates at this point on Nigerian operational updates. But please do look forward to our next call where we would give a comprehensive operational update on, on the infill drilling program and perhaps an update on Preowei. Very good. Well, look, I think most of these questions from the webcast have also been answered. We're getting to basically repeating ourselves. So just sending the mic back to you, Roger, for any final comments.
No, I don't have anything specific, but thank you all very much for joining us. As I stated at the start, we think that this is, and it's an oft-misused word, a transformational transaction for Africa Oil, taking us into a totally new peer group of companies. So once again, thank you all very much for joining, and we will sign off now.
Well, I suppose one final word is the team did work very hard, didn't they? And, special, special mention, only one person who worked very hard is not here, Joanna Kaye, our Chief Legal Officer. Hopefully, she can get some sleep now, having, having got the documents over the line. But on that note, operator, over to you to, disconnect the call.