Acquisition
Cairn Energy PLC
04 August 2003
EMBARGOED FOR RELEASE AT 0700
4 August 2003
CAIRN ENERGY PLC
Proposed Acquisition of Shell's Upstream Assets in Bangladesh
Cairn announces that it has entered into a non-legally binding Letter of Intent
('LOI') with Shell to acquire all of the upstream assets and undertakings of
Shell in Bangladesh, including its interest in the Sangu gas field. Pursuant to
the LOI, the economic effective date of the acquisition is 1 July 2003.
The proposed acquisition is subject, inter alia, to finalisation of a mutually
acceptable sale and purchase agreement between the parties, shareholder approval
and the consent of the Government of Bangladesh. The LOI provides for Cairn and
Shell to enter into a sale and purchase agreement, pursuant to which Cairn would
acquire the following principal assets:
• a 37.5% operated interest in the Sangu Development Area ('SDA'); and
• a 45% operated interest in Exploration Blocks 5 and 10 in Bangladesh.
The Sangu gas field was discovered by Cairn in 1996 and commenced production in
June 1998. Remaining proven plus probable reserves net to Cairn's existing
37.5% interest at 30th June 2003 were 423 bcf of gas on a working interest basis
(70.5 mmboe) and 242 bcf of gas on an entitlement basis (40.4 mmboe). Gross
production from Sangu during the first half of 2003 averaged 136 mmscfd.
Cairn's net share of production on a working interest and entitlement basis was
51 mmcfd (8.5 mboepd) and 47 mmcfd (7.8 mboepd) respectively.
Further information on these assets is included in the Appendix to this
announcement. Cairn's interests following the proposed acquisition would be:
• a 75% operated interest in the SDA (the remaining 25% is held by HBR);
• a 90% operated interest in Blocks 5 and 10 (the remaining 10% is held by
Bapex).
The consideration for the Acquisition is:
i) US$50 million payable on closing (the 'Cash Consideration');
ii) A 24 US cents per mscf overriding royalty payable, following receipt
of payment by Cairn; on entitlement gas production from the acquired
interest in the SDA; and
iii) A 24 US cents per mscf overriding royalty payable, following receipt
of payment by Cairn on entitlement gas production from the acquired
interests excluding the SDA up to an aggregate total amount of US$50
million. Cairn retains the right, at any juncture, to cancel such non-SDA
royalty obligation by paying Shell the sum of US$10 million inflated at 10%
per annum from the closing date.
In addition, the existing carry agreements between Cairn and Shell will be
terminated.
The Cash Consideration will be adjusted to reflect net working capital movements
between the economic effective date and the closing date including any accrued
royalty payments and carry reimbursements. It is anticipated that the adjusted
Cash Consideration will be met from existing bank facilities.
Shell will retain operatorship of the assets until the closing date, following
which Cairn will assume operatorship under the terms of transfer of operatorship
agreements to be agreed between Cairn and Shell. This will include the transfer
of Shell's Bangladesh national employees to Cairn.
Further information will be provided to Cairn shareholders following signature
of a sale and purchase agreement by the parties by way of a circular covering an
extraordinary general meeting of Cairn to seek shareholders' approval of the
transaction.
Bill Gammell, Chief Executive, commented:
'Acquiring Shell's interests in Bangladesh will provide Cairn with additional
low cost and long life production in Cairn's core business area and is expected
to provide excellent financial returns and materially enhance shareholder value.
This deal further enhances Cairn's ability to take advantage of the rising
demand in the Bangladesh domestic gas market and the strong positive cash flow
from the increased interest in Sangu can be utilised to continue to pursue
exploration opportunities in our core focus area of South Asia.'
Dominic Gardy of Shell, commented:
'Concluding this agreement with Cairn, our existing partner in Bangladesh, will
not only fit within the overall strategic development of Shell's global
portfolio, it will also provide the best guarantee that after our departure the
business will continue to be run to proper environmental, social and operational
standards, in the best interests of Bangladesh and its people. We much
appreciate the help and support of the Government of Bangladesh and PetroBangla
in making the transition as seamless as possible.'
Enquiries to:
Cairn Energy PLC:
Bill Gammell, Chief Executive Tel: 07785 557310
Kevin Hart, Finance Director Tel: 07771 934974
Mike Watts, Exploration Director Tel: 0131 475 3000
Malcolm Thoms, Director Tel: 0131 475 3000
Brunswick Group Limited:
Patrick Handley, Catherine Bertwistle, Mark Antelme Tel: 0207 404 5959
Notes to Editors:
1. 'Cairn' where referred to in this release means Cairn Energy PLC and/or its
subsidiaries, as appropriate.
2. 'Shell' where referred to in this release means Shell International
Exploration and Production B.V. and/or its affiliates as appropriate.
3. 'HBR' where referred to in this release means HBR Energy, Inc., a subsidiary
of Halliburton Company.
4. 'Bapex' where referred to in this release means Bangladesh Petroleum
Exploration Co. Ltd.
5. 'PSC' where referred to in this release means Production Sharing Contract.
Appendix
Sangu Development Area, Block 16
Cairn's first well in Bangladesh, Sangu-1, resulted in the discovery of the
Sangu gas field in 1996. This was followed by the Sangu-2 appraisal well and a
fast-track offshore gas field development which delivered gas to shore in June
1998. Gas is produced from four wells via the Sangu-A platform and is
transported approximately 50 kilometres via a 20 inch pipeline to an onshore
processing plant, the Chillimpur terminal at Chittagong, from which point it is
delivered to the Bangladesh Gas System Ltd transmission system.
Remaining gross proven plus probable reserves as at 30 June 2003 were
approximately 1,127 bcf of gas.
Gross production from Sangu during the first half of 2003 was 136 mmscfd.
Cairn's net share of field production on a working interest and entitlement
basis was 51 mmcfd (8.5 mboepd) and 47 mmcfd (7.8 mboepd) respectively. Annual
production since commencement of production can be viewed on the Company's
website at http://www.cairn-energy.plc.uk/operations/bangladesh.
Block 16 exploration rights have expired and discussions are ongoing with
Petrobangla and the Government of Bangladesh with a view to extending the
exploration period for this block. The Sangu Development Area is retained for 30
years from January 1997, the anniversary of the approval of the development
plan.
Blocks 5 and 10
PSCs for Blocks 5 and 10 were entered into in July 2001. It has been agreed with
the Government of Bangladesh that, during the first five years following
signature, commitment exploration wells will not have to be drilled on the
blocks until there is a demonstrable market for any gas that may be discovered.
It is intended that a seismic programme will be carried out over both blocks
later this year.
This information is provided by RNS
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