S.Africa's PIC says Camac investment price based on acquisitions

JOHANNESBURG Mon Feb 24, 2014 9:59am EST

JOHANNESBURG Feb 24 (Reuters) - South Africa's state pension fund said on Monday an investment which saw it agree to pay far more than the market value for a 30 percent stake in U.S.-listed Camac Energy was justified as it was made to fund acquisitions.

"This money is going to buy assets that they didn't own before. This is capital to fund the purchase of these assets," Dan Matjila, the chief investment officer of South Africa's Public Investment Corporation (PIC), told Reuters after Camac listed on the Johannesburg Stock Exchange.

The PIC's purchase of a Camac stake has been criticised in the local media, including for overpaying.

Houston-based Camac, which explores for oil and gas in Nigeria, Kenya and Gambia, has said the PIC investment would fund the purchase of the remaining 60 percent it does not already own in Nigeria's Oyo oil field.

The PIC, which manages 1.4 trillion rand ($127 billion) of South African government employee retirement funds, on Friday justified the investment, saying that while the company was "low in capital" its "fundamentals were still sound."

On Nov 18, the PIC publicly agreed to pay $270 million for a 30 percent stake in Camac, which had a total stock value at the time of around $150 million.

So it effectively paid over five times the market value based on Camac's share price on that date.

But Camac chairman and chief executive Kase Lawal told Reuters the deal was actually finalised on Sept 7, when the company was worth around $120 million, according to Thomson Reuters data, so the PIC in effect paid over seven times the market value.

"Our company received the first tranche of investment from the PIC just last Friday. But the deal was reached on Sept 7, 2013. The price was locked at that time. The project was never announced to the public until Nov. 18," Lawal said.

Asked to explain the financial calculations behind the deal, Lawal simply said the deal went through the proper channels and "this transaction had actually been in the works for a very long time."

Since the deal was announced, the company's share price has risen 43 percent, giving it a value of roughly $220 million as of Friday's closing price.

The company warned investors it required additional finance to stay in business just a week before the PIC deal was announced, saying its debt outweighed assets by $13.4 million.

"Internal cash flow models do not forecast enough operating cash flows to fund operations and pay outstanding liabilities for the next 12 months," it said in its July-September earnings filing with the U.S. Securities and Exchange Commission.

"These factors raise substantial doubt about the company's ability to continue as a going concern."

A spokesman for the company said analyst coverage was expected to start this week.

Both sides said Camac was the suitor which approached the PIC and convinced it to make the investment.

"They approached us to partner with them probably 18 months ago," PIC's Matjila told Reuters.

Lawal said his corporate finance team had approached the PIC after it announced plans to make significant investments into Africa.

A 58-year-old Nigerian with U.S. citizenship, Lawal holds 57 percent of the company, according to its filings.

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