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Company Information Clarification

Published: 2023-10-16 09:15:22 ET
<<<  go to JSE:REN company page
RENERGEN LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2014/195093/06)
JSE Share code: REN
A2X Share code: REN
ISIN: ZAE000202610
LEI: 378900B1512179F35A69
Australian Business Number (ABN): 93 998 352 675
ASX Share code: RLT
("Renergen" or "the Company")


COMPANY INFORMATION CLARIFICATION



Renergen has drawn criticism from the press and on social media, which has led to the
Company fielding requests from shareholders for the Company to provide an official response.
This announcement aims to address these requests on matters raised publicly.

"Following a well-penned article by a respected market commentator and seasoned investor
in the mining space, in which he outlined how the Company had mishandled its reaction to
criticism it had received, we acknowledge our initial response was inappropriate and need to
do better. Upon reflection, we should rather have engaged Mr Cilliers directly to address his
concerns. We now have an opportunity to address these concerns and to reassure
stakeholders of the Company's fundamentals. We invite stakeholders who may have
questions about any aspect of the Company, its operations, management or strategy to
engage with us. Additionally, we extend this invitation to Mr Cilliers," said CEO Stefano Marani.

The following questions and statements have been raised, which are clarified below.

Chronology of helium production.
   • On the 23rd of January 2023, the Company announced that it had produced liquid
       helium during commissioning. A leak was subsequently discovered in the helium cold
       box which was communicated in our June 2023 Quarterly Report, which prevented the
       filling of the ISO container. Subsequently, as disclosed in the Company's September
       2023 Quarterly Report, the repair was completed and the helium cold box had been
       returned to site. The Company's quarterly reports and announcements are available
       on the Company website.
Why was the Linde helium container on site when the Company already had a
container?
   • The Company owns a static ISO container for onsite liquid helium storage. During
       operation, we fill this ISO container and transfill from our container into the customer's
       ISO container. This reduces the number of days the customer's container would need
       to stay onsite while it is being filled, improving operational cycling of containers across
       the fleet. Given the global shortage of helium and consequently the excess availability
       of ISO containers, we agreed with our customer we would fill their containers directly,
       allowing them to receive the product sooner. The leak in the helium cold box has
       prevented this from taking place.
Was the leak in the helium cold box the same leak as reported in December 2022?
   • No, these are two totally separate items. The December 2022 leaks were identified in
       the interconnecting cryogenic pipelines that existed between the liquefied natural gas
       (“LNG”) and helium modules and which were repaired onsite.
Renergen's current production capacity.
   • We made it clear in communications that the plant would begin at reduced capacity
      and would ramp up, as evidenced by the increasing production figures. This
      information is contained in our 2022 and 2023 Integrated Annual Reports and further
      highlighted in our quarterly updates. We anticipate nameplate production by H1 2024.
The Company uses paid market researchers.
   • Yes, this is accurate and common market practice. Most major broker research
      covering the JSE typically does not include stocks with a small market capitalisation.
      These research reports contain disclaimers that provide the relevant disclosure related
      to the fact that they receive compensation from the Company.
Molopo's 2013 Annual Report deemed the Virginia Gas Project (“VGP”) to be
uneconomic for commercial development.
   • This is an accurate statement in that the owners, Molopo Energy, deemed it
      uneconomic based on what had been proven up to that point. It was deemed a non-
      core asset and was available for sale.
Why had the VGP not been developed, as gas was already flowing?
   • The previous owners had deemed the project uneconomic, as the small 2013 Reserve
      Base did not provide sufficient economies of scale to commence production.
Helium wasn't a recent discovery in the VGP.
   • Early discoveries of helium date back to 1957 within the Production Right, and this is
      referenced in our geological reports on our website. The Reserve Report at the time of
      the 2013 acquisition had no helium contained within it. The updated Reserve
      Statement in 2015 was the first to include helium, a fact attributed to the work
      undertaken by Windfall Energy between 2013 and 2015, which included amongst other
      things, drilling and gas sample analysis.
What was the asset's intrinsic value at the time of the acquisition?
   • When Windfall Energy acquired the asset, it did so for a US$1 consideration, assuming
      its liabilities, and a R50 million interest-free obligation payable exclusively from
      distributable profits. Over approximately two years, Windfall Energy embarked on an
      extensive exploration campaign, utilising skills from Reservoir Engineers in Canada.
      Following verified discoveries and incorporating acquired geological data, the 2P
      Reserves were upgraded from 17.9 BCF of methane in 2013 to 82 BCF of methane,
      and, for the first time, helium. Deloitte's Qualified Reservoir Engineer in Canada valued
      the uplifted asset at R2.2 billion using 1P Reserves in June 2015.
How did the acquisition of VGP by Renergen come about?
   • Management of Windfall Energy engaged with the Company on a share-for-share deal,
      which included a cash injection. The negotiated transaction was presented to
      shareholders, which was unanimously voted in favour of by Renergen shareholders
      and approved with all relevant information and regulatory disclosures contained in the
      circular. An independent fair and reasonableness opinion, based on a third-party
      valuation by Mazars, was required by the JSE and Takeover Regulatory Panel due to
      the fact that Stefano Marani was deemed a related party. The pricing negotiation for
      the sale and subsequent shareholder vote, excluded Stefano Marani who was
      recused.
What was Integrated Capital Management ("ICM") and Trillian's involvement with the
Company, and are there any further links?
   • ICM was a book runner and prepared the listing filings with the JSE on the Company's
      behalf in early 2015, as well as acting as the joint advisor on the de-SPAC process
      thereafter. Trillian Asset Management, not Trillian Capital Partners, was a joint book
      runner for the Company, and a broker custodian for several shareholders. The initial
      public offering ("IPO") was concluded in June 2015, and Trillian Asset Management
      was acquired by Trillian Capital Partners several months later. Since then, there are
      and have been no further links between Renergen and these companies.
Did Trillian Asset Management own 24% of the Company?
   • No. Trillian Asset Management was a custodian holding scrip on behalf of beneficial
       shareholders in the Company, in the same way other custodians hold scrip for
       investors.
Stakeholder Engagement.
   • We have always been open to meetings or phone calls to address questions or
       concerns. We will continue to invite shareholders and investors to engage with us and
       have never refused a meeting thus far.
Drop in SENS Communications.
   • The frequency in which the Company makes announcements has been reduced to
       align with only the necessary announcements as contemplated by listing requirements.
       This decision was taken when the Company went into production status on LNG. We
       do not intend to change this strategy.
The Company or its directors are deploying "bots".
   • This is false.
What is the link between Clade, Kigeni and Stefano Marani?
   • Kigeni, a company co-founded by Stefano Marani in 2009, held a minority stake in
       Clade, an asset management company which invested at the time of the IPO, but there
       was no direct or indirect link between Stefano Marani and Clade at the time of the
       investment. Stefano Marani resigned from Kigeni in 2014, prior to the acquisition and
       relinquished all shareholding in the business.
Are Stefano Marani and Nick Mitchell selling stock?
   • Save for a single donation by each Director to direct family members and shares
       disposed to cover tax liabilities arising from exercising share options in the approved
       remuneration schemes, Stefano Marani and Nick Mitchell have not disposed of any
       shares. On the contrary, they have increased their net positions.
Using social media to hype the share price up.
   • Being the world's first listed helium company (a niche commodity) required a platform
       to educate investors on helium. Social media was and still is an effective tool for
       education and information sharing.
Reporting obligations with respect to the shareholding of the Company on behalf of
shareholders.
   • The statutory responsibility to notify the Company of the acquisition or disposal of a
       beneficial interest in shares resulting in a beneficial shareholding increasing or
       reducing across 5% multiple thresholds lies with shareholders and not the Company.
       The Company has reporting obligations following the receipt of any such notice from a
       shareholder and has reported on all notices received to date. Due to confidentiality and
       legislative restrictions, the Company is not in a position to comment on investor
       decisions to acquire or dispose of shares in the Company.

Shareholders and investors are encouraged to visit our website for further information and
Company updates https://www.renergen.co.za/renergen-media-room/announcements/
and to engage with the Company directly.

Johannesburg
16 October 2023

Authorised by: Stefano Marani
Chief Executive Officer

Designated Advisor
PSG Capital

For US media queries, contact
Gateway
Georg Venturatos or Jared Gornay
+1 (949) 574-3860
REN@gateway-grp.com


For South African media queries, contact
Mandy Stuart
+2784 606 7200
+2710 045 6007
investorrelations@renergen.co.za

www.renergen.co.za