Petrofac has been ranked second in Oil & Gas Middle East magazine's Top 30 EPC Contractors list for 2019.
This is the ninth year in a row that we have taken one of the top four spots.
The report ranks the region's most prominent contracting companies in the upstream EPC sector, considering factors such as the volume and value of contract wins, along with revenues earned.
Petrofac has secured its third project under a 10-year Framework Agreement with Petroleum Development Oman (PDO) with the award of a procurement services project for the Mabrouk North East Line Pipe Procurement Project in Oman.
The contract, valued at approximately US$75 million, is the latest to be awarded under the agreement signed in 2017 to provide Engineering, Procurement and Construction Management (EPCM) Support Services for PDO’s major oil and gas projects.
The 19-month project scope includes management of line pipe material from sourcing, technical and commercial evaluation, planning and control services with management and co-ordination of interfaces with all parties involved.
Elie Lahoud, Group Managing Director, Engineering & Construction - Oman, Iraq and Saudi Arabia said: “We have a strong track record with PDO in Oman and are delighted to have been awarded this latest project under the long-term framework agreement.
“The procurement and management activities for this project will be undertaken from Petrofac’s Muscat office from where we provide first-class expertise in high-value order management. We continue to maximise the provision of local goods and services which evidences our ongoing commitment to delivering in-country value through each of the projects we undertake in the Sultanate.”
Top 5 of the Top 30 EPC review: The top contractors from our 2018 list
Every year, Oil & Gas Middle Eastcompiles a list of the Top 30 EPC Contractors for the upstream segment. Ahead of the June 2019 issue which will feature this year's edition of the list, we look back at the top contractors from last year's list.
Petrofac ranked first on last year’s list after landing some big tickets deals such as an $800mn contract from supermajor BP for the second planned phase of the major Khazzan gas project in Oman. Petrofac will help spike production from the central processing facility to around 1,500 million standard cubic feet per day.
The firm penned a ten-year association with Petroleum Development Oman, which has already fashioned a significant downstream contract, while it also has on-going key projects in Kuwait.
2. Larsen & Toubro
L&T Hydrocarbon Engineering (LTHE) was very visible in 2017-2018. It won an award from Saudi Aramco as part of a consortium with Subsea 7 for three gas production deck modules. The consortium has four on-going projects in the kingdom. LTHE signed a major field development EPC contract with Abu Dhabi’s Al Dhafra Petroleum Operations Company, worth in excess of $342mn. The scope of the contract includes the commissioning of flow lines, gathering facilities and pipelines to transfer crude oil and gas from the Haliba oilfield to a processing facility at Asab. LTHE also snared a big-ticket tie-up with the Kuwait Oil Company last year when it was chosen to build a crude oil transit pipeline from North Kuwait to Ahmadi, with a Q3 2020 completion date. The deal is worth $262mn.
SNC-Lavalin had projects right across the Middle East but Saudi Arabia is a rich seam. As a case in point, the firm’s subsidiary in the kingdom was awarded a five-year framework agreement to provide general engineering services to Al Khafji Joint Operations (KJO), a joint venture between the Aramco Gulf Operations Company and the Kuwait Gulf Oil Company. KJO is responsible for oil and gas exploration, development and production in the offshore area close to the Saudi-Kuwait border. The signed agreement will cover both on-shore and off-shore engineering projects. It also sealed the $2.7bn acquisition last year of the UK’s WS Atkins, a design, engineering and project management consultancy.
Wood’s purchase and absorption of Amec Foster Wheeler, a firm that had 35,000 employees and revenue of more than $7bn in 2016, created a genuine EPC sector big beast. The entity’s expanded global footprint could well see Wood getting among the medals in our list next year. The firm trousered a much-coveted new multi-million dollar, five-year contract to support Saudi Aramco in the delivery of one of its mega-projects, providing engineering and project management services to develop the Marjan oilfield. The front end engineering design (FEED), major increment and overall project management consultancy will be executed from Wood’s Reading, UK, Khobar, Saudi Arabia and India offices. Wood is present in seven countries across the Middle East including the UAE, Kuwait, Iraq and Kuwait and maintains almost 4,000 regional staff.
McDermott is moving upwards on our list thanks to its merger with another member of last year’s top thirty, the Chicago Bridge and Iron Company (CB&I). The deal, valued at around $6bn, ticks some key boxes for McDermott. Speaking exclusively to Oil & Gas Middle East, the firm’s president and CEO David Dickson said the combination with CB&I gives his firm a wider, more balanced global footprint and diversifies its offering into areas such as onshore EPC work and the LNG sector.
Petrofac's Engineering and Production Services (EPS) business has been awarded two Operations and Maintenance (O&M) contract extensions for long-standing clients worth a combined value of approximately US$32 million.
Petrofac secured a 12-month renewal from Total E&P UK (Total) for the supply of O&M support to its Alwyn and Dunbar platforms in the Northern North Sea - a role it has held for 14 years.
The company has also been awarded a 12-month extension from a major International Oil Company (IOC), under which it will continue to provide offshore and onshore O&M support to one of its platforms in the Central North Sea.
Both contracts will be managed via Petrofac's dedicated 24/7 Operations Hub, through which all its labour supply contracts are managed. The Hub offers flexibility of shared resources across contracts, enabling fluctuating client requirements to be managed in a flexible, cost-effective way.
Nick Shorten, Managing Director for Petrofac's Engineering and Production Services business in the Western Hemisphere, commented: 'These contract renewals reflect the strength and collaborative nature of our long-standing relationships with both IOCs and are testament to the knowledge our teams have gained our clients' assets. We are delighted that each client has demonstrated continued confidence in our ability to maintain safe operations while delivering improvements to production efficiency.'
Petrofac currently supports 45 assets in the North Sea, and 80% of these contracts have been held for a decade or more.
Big Four miners languish amid demand, ESG, capex concerns
LONDON (Reuters) - The world’s biggest diversified miners have yet to see their share prices reflect their role as providers of the minerals needed for a shift to a low-carbon economy.
Mining companies provide minerals such as cobalt used in electric vehicle batteries and copper for increased electrification, and the sector’s balance sheets are in rude health.
Still, many investors are wary. Concerns include the demand outlook from China, the world’s biggest consumer of metals; the sector’s history of wasting shareholders’ money on mergers and acquisitions that never deliver returns; and a patchy record on environmental, social and governance-related (ESG) issues.
Reminders of the dangers include a disaster in Brazil at a Vale tailings dam in January that killed an estimated 300 people, and a U.S. corruption investigation into Glencore, announced in April.
Refinitiv data shows the Big Four diversified miners - Rio Tinto, BHP, Anglo American and Glencore - trading at a lower forward 12-months price-to-earnings multiple than Britain’s FTSE 100.
“All the large mining companies are trading on high free cash flow yields relative to the broader market when you adjust for capital spending on growth projects,” said Nick Stansbury, head of commodity research at Legal & General Investment Management (LGIM).
“This is indicative of the market’s scepticism about the sustainability of those cash flows, the robustness of capital allocation by management and the sector’s challenges around ESG issues.”
James Clunie, fund manager at Jupiter Fund Management, which holds shares in Rio Tinto and BHP, agreed uncertainty around medium-term commodity prices was a deterrent.
“A whole class of people say ‘I’m out’ because of that uncertainty, and that leads to (the stocks’) undervaluation,” he said.
(Graphic: Valuations of the world's top diversified miners png, tmsnrt.rs/2GSdAlN)
For an interactive version of the graphic, click here tmsnrt.rs/2GSDbei.
The same attitude is reflected in the ratings given to the four companies by brokers, with most favouring a fence-sitting “hold” recommendation.
(Graphic: UK mining's 'Big 4' - what do the analysts say? png, tmsnrt.rs/2DIaWgl)
For an interactive version of the graphic, click here tmsnrt.rs/2DIaVsN.
On the flipside, others focus on how the miners have transformed their balance sheets and improved governance.
“Compared to the past, the resources sector is carrying a fraction of the leverage it used to, which should reduce the volatility of the shares,” Evy Hambro, manager of the world’s largest actively managed mining equity fund, BlackRock’s BGF World Mining Fund, told Reuters.
“In addition, the improved capital discipline combined with lower levels of reinvestment has increased the free cash flow available to shareholders and resulted in rising distributions to shareholders.”
BlackRock is the world’s largest money manager, with some $6 trillion in assets. Hambro manages a combined $11.9 billion across several funds.
(Graphic: Rio Tinto - key financial metrics png, tmsnrt.rs/2VDAwgO)
For an interactive version of the graphic, click here tmsnrt.rs/2VEal9z.
(Graphic: BHP Group - key financial metrics png, tmsnrt.rs/2DUpEBh)
For an interactive version of the graphic, click here tmsnrt.rs/2DHI9sc.
(Graphic: Anglo American - key financial metrics png, tmsnrt.rs/2VG8AsA)
For an interactive version of the graphic, click here tmsnrt.rs/2VG8y3W.
(Graphic: Glencore - key financial metrics png, tmsnrt.rs/2VJ0She)
For an interactive version of the graphic, click here tmsnrt.rs/2VIClZK.
LGIM’s Stansbury said the sector was wrestling with several paradoxes.
“They are one of the most crucial industries in the fight against climate change,” he said, referring to the minerals they can produce to roll out electrification and renewable energy.
But extracting those minerals results in high levels of emissions, volumes of water consumption and fatalities, despite promises from major miners to eliminate harm.
Mining can also lift large numbers of people out of poverty by providing well-paid jobs and helping to roll out electrification in emerging economies, but operating in the fragile democracies where some of the richest resources are found can expose miners to corruption allegations.
“It is essential the sector makes further progress on transparency and corruption. Investors need to be confident that the government take from resource extraction is used for the benefit of the local population,” Stansbury said.
Another concern is that the sector’s financial health could be setting it up for a fall.
“Counterintuitively the risks around misallocation of capital are greater now that the sector has largely resolved their balance sheet problems,” Stansbury said.
“At the bottom of the last cycle the sector just didn’t have the money to spend unwisely on bad projects. Now they do, so it’s no surprise that these concerns are rising again in investor’s minds.”
Vodafone agrees Telefónica Deutschland wholesale deal to secure Liberty merger
LONDON (Reuters) - Vodafone said on Tuesday it had agreed to supply high-speed broadband to Telefónica Deutschland to help secure European Commision approval for its merger with Liberty Global’s cable networks in Germany and Central Europe.
Telefónica Deutschland competes in German mobile with market leader Deutsche Telekom and Vodafone.
Tullow oil Tweeted today, "Tullow Oil plc, Peru: Z-64 (100% Tullow Operated), adjacent to Z-38, holds a proven but under-exploited offshore basin with active seeps. We will be reprocessing the existing 3D and 2D seismic data in the initial phase, and also have plans to acquire additional seismic."
RNS Number : 9469X
Wood Group (John) PLC
03 May 2019
Wood closes sale of Terra Nova Technologies
Wood today confirms it has completed the sale of conveyor systems business Terra Nova Technologies (TNT), as originally announced on 25 March. Following a strategic review of its portfolio, Wood identified potential asset disposals which are expected to generate proceeds in the range of c$200m-c$300m. This transaction makes a good contribution to the asset disposal programme.
The TNT business was sold to Cementation Americas, a firm owned by Murray & Roberts Holdings Ltd, for $38m, representing a multiple of 5.2x 2018 EBITA of $7.3m.
Wed, 1st May 2019 14:58
RNS Number : 7884X
01 May 2019
Final Dividend - exchange rate
Petrofac Limited hereby confirms that further to the final results announcement issued on Thursday, 28 February 2019, the UK Sterling equivalent of the final dividend of 25.30 US cents per ordinary share will be 19.34 pence per Share, based on an exchange rate of GB£1 = US$1.3079.
Subject to shareholder approval at the Annual General Meeting, the final dividend will be paid on Friday, 24 May 2019 to shareholders on the register at the close of business on Friday, 26 April 2019.
Standard Chartered posted on Tuesday a 10 percent rise in its first-quarter profit, helped by a surge in corporate banking income and a drop in expenses, and announced an up to $1 billion share buyback program.
Petrofac has announced that it has secured several new contracts and extensions in the region, to provide training solutions for clients in the UAE, Oman and Iraq.
“These contract awards demonstrate the continued expansion of our differentiated training services offering in key countries, where supporting the national workforce development agenda is core to our approach. Petrofac has a strong track record in delivering large scale projects and solutions focused on the transfer of knowledge and technology, that have significant contribution to delivering in-country value,” said Karim Osseiran, Petrofac’s global head (Training Services).
According to a statement, in Oman, the company won two new contracts for the provision of HSE and technical training solutions and a contract extension for the provision of assessment services.
A new contract has also been awarded for the delivery of an internationally accredited operations and maintenance training programme, which will be delivered via the Takatuf Petrofac Oman (TPO) training centre in Muscat. The TPO facility was opened by Petrofac and its partner Takatuf Oman in late 2018, to provide training for the country’s next generation of workforce for the industry.
In the UAE, the firm secured a contract for the provision of on-the-job technical training and other specialised services to support a client’s oil and gas training facility.
In its statement, Petrofac notes that a British oilfield services company remains committed to the continuous development of the Iraqi workforce and, accordingly, that a contract has been renewed to deliver training solutions.
Petrofac awarded US$1 billion EPC project in Algeria
Petrofac has been awarded a contract worth around US$1 billion with Groupment Isarene, the joint operating group set up by Sonatrach, Petroceltic and Enel, for the Ain Tsila Development Project in Algeria.
Located around 1,100 kilometres south-east of Algiers, the Ain Tsila field will produce gas, LPG and Condensate, for the local Algerian market and for export. Under the terms of the 42-month contract, the lump-sum engineering, procurement and construction (EPC) project scope of work includes commissioning, start-up and performance testing.
E S Sathyanarayanan, Group Managing Director, Engineering & Construction, commented: “I am delighted we have the opportunity to be working with the Groupement Isarene partners to deliver this strategically important project.
“This award builds on Petrofac’s significant track record in Algeria where we have been operating successfully for more than 20 years, with a strong record for project execution and the development of local capability. We are focused on delivering an effective, safe solution that meets our high standards and continues our commitment to the local energy sector.”
Petrofac’s EPC activities in Algeria include Sonatrach’s Tinrhert Field Development Project, along with the Alrar and Reggane projects that commenced production last year.
RESULTS FOR THE YEAR ENDED 31 DECEMBER 2018
· Solid operational performance in all our businesses
· Business performance net profit (1)(2) down 2% to US$353 million
· Reported net profit (2) of US$64 million post impairments and exceptional items
· New order intake (3) of US$5.0 billion; backlog (4) of US$9.6 billion at 31 December 2018
· Net debt eliminated; net cash of US$90 million
· Full year dividend of 38.0 cents per share
Full details below...
Petrofac secures UK Well Services agreement
Petrofac’s Engineering and Production Services (EPS) business has added to its growing Well Engineering portfolio with the award of a contract from independent Exploration and Production company, Siccar Point Energy.
The three-year agreement, which includes options to extend, is estimated to be worth up to US$95 million over the term.
The contract includes provision of Well Operator and Well Engineering Project Management services including supply chain management, for Siccar Point’s operated assets West of Shetland. Under these terms, Petrofac will be responsible for all new well work and the ongoing integrity management of existing well stock.
Petrofac will also deploy its industry-leading well project management software, WellAtlas®* to ensure efficient and assured project delivery.
Commenting on the award, Nick Shorten, Managing Director for Petrofac Engineering and Production Services in the Western Hemisphere, said: “We are delighted to have secured this significant new scope with Siccar Point Energy and very much look forward to supporting them in successfully delivering their ambitious exploration, appraisal and development plans, safely and cost efficiently over the next three years.
“This award builds on our existing track record for delivering Well Operator and Project Management services for clients across the globe, but specifically West of Shetland, where we have significant exploration, appraisal and development experience.”
* WellAtlas® is a unique integrated software tool which supports the entire well management and delivery agenda, providing a comprehensive overview of projects.
I've loaded up on Petrofac shares, this morning.
I've been buying in 5000k tranches.
Lowest paid 420.6667
Highest paid 445.8636
I've bought a total of 42685K shares, this morning.
Will now sit back and wait for the price to head back towards 545.00 region.
LONDON (Reuters) - A former executive at British oil firm Petrofac has pleaded guilty to eleven counts of bribery as part of an ongoing Serious Fraud Office investigation into the company and its subsidiaries, prosecutors said on Thursday.
David Lufkin, 51, a British national and previously global head of sales for Petrofac International Limited, entered his pleas at Westminster Magistrates' Court on Wednesday.
The SFO said the charges related to the making of corrupt offers to influence the award of contracts to Petrofac worth in excess of 730 million dollars in Iraq and in excess of 3.5 billion dollars in Saudi Arabia.
The SFO said its investigation into Petrofac's use of agents in multiple jurisdictions, including Iraq and Saudi Arabia, is ongoing. Lufkin will be sentenced at a later date, prosecutors added.
The SFO first said it had begun an investigation into Petrofac in 2017 as part of a wider probe into Monaco-based oil and gas consultancy Unaoil.
Petrofac said last February that it expected its top management to be interviewed as part of the SFO investigation.
Petrofac did not immediately respond to a request for comment.
(Reporting by Iain Withers; Editing by Rachel Armstrong)
RNS Number : 3724P
07 February 2019
7 February 2019
BOARD UPDATE ON UK SERIOUS FRAUD OFFICE INVESTIGATION
This morning the Serious Fraud Office announced that a former employee of a Petrofac subsidiary yesterday admitted bribery under the UK Bribery Act 2010.
Petrofac confirms that no charges have been brought against any Group company or any other officers or employees. Although not charged, a number of Petrofac individuals and entities are alleged to have acted together with the individual concerned.
No current Board member of Petrofac Limited is alleged to have been involved.
René Médori, Chairman of Petrofac, said:
"The SFO has chosen to bring charges against a former employee of a subsidiary company. It has deliberately not chosen to charge any Group company or any other officer or employee. In the absence of any charge or credible evidence, Petrofac intends as a matter of policy to stand by its employees."
"Petrofac has policies and procedures in place designed to ensure that we operate at the highest levels of compliance and ethics."
Glencore says 2018 output boosted by restart of Katanga unit
LONDON (Reuters) - Miner and trader Glencore said on Friday cobalt production in 2018 soared 54 percent while copper output rose 11 percent due to the restart of operations in the Democratic Republic of Congo.
The London-listed company stuck to its 2019 production guidance set out in an update to investors in December.
Production of cobalt, used in batteries for electric vehicles, reached 42,200 tonnes in 2018 while copper hit 1.453 million tonnes.
Glencore’s Katanga Mining unit in Congo ramped up in late 2017.
Tullow Oil's 2019 output to rise as Ghana production ramps up
* Uganda farm-out's $208 mln inflow slips into 2019
* 2018 free cash flow at $410 mln
* Net debt at $3.1 bln
LONDON, Jan 16 (Reuters) - Tullow Oil's production is set to grow to between 94,000 and 102,000 barrel of oil equivalent per day (boed) this year, it said in a trading update on Wednesday, from 90,000 boed last year as it increases output in Ghana.
The Africa-focused company had previously expected around $208 million from selling part of its stake in Ugandan oilfields to come in before the end of 2018, but the timeframe slipped which weighed on free cash flow and debt reduction.
Free cash flow stood at $410 million. It had previously said its cash flow for 2018 could reach as much as $700 million. Crude oil slumped by more than a third in the second half of 2018 to below $50 a barrel.
Tullow's net debt at the end of last year stood at $3.1 billion, higher than the $2.8 billion forecast.
Uganda's energy minister said on Dec. 20 that she had given Tullow conditional approval to sell part of its stake in Ugandan oilfields to France's Total and China's CNOOC but only after $167 million of tax on the deal is paid, a view Tullow disagrees with.
Tullow said in November it would return to paying dividends, which it suspended in 2015 due to the oil price crash, and expects to pay out at least $100 million from 2019 with an option for a special dividend for this year.
Tullow said it had hedged around 55,700 barrels of oil per day (bopd) at a floor of $56.24 a barrel this year.
Its 2020 hedging position locked in 25,000 bopd with an average floor price protected of $59.00 a barrel.
My personal opinion is DNO will be unsuccessful and Faroe will reject this offer, again. Personally, I'd sell now at the current share price of 152.50 and buy the shares back when the SP drops below 142.00 after 16 January.
Best of luck to all holders.
RNS Number : 0969M
03 January 2019
Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE
3 January 2019
MANDATORY CASH OFFER
FAROE PETROLEUM PLC
· DNO has acquired additional Faroe Shares today and increased its holding to 30 percent of Faroe's Shares
· DNO's Offer of 152 pence for each Faroe Share is now a mandatory offer under the Code (Rule 9)
· Faroe Shareholders who have previously accepted the Offer need take no further action
Oslo, 3 January 2019 - On 12 December 2018, DNO ASA ("DNO"), the Norwegian oil and gas operator, published an offer document (the "Offer Document") containing the full terms and conditions of its cash offer for the entire issued and to be issued share capital of Faroe Petroleum plc ("Faroe") not already owned by DNO at 152 pence per share (the "Offer").
Earlier today DNO announced its intention to extend the closing date for the Offer by a further 14 days to 1.00 p.m. (London time) on 16 January 2019.
DNO has through market purchases acquired 372,890 Faroe Shares for between 147 pence and 148 pence per Faroe Share, which has increased DNO's holding to 30 percent of the Faroe Shares currently in issue. Having acquired Faroe Shares carrying 30 percent or more of the voting rights of Faroe, DNO is required to revise the terms and conditions of the Offer in accordance with Rule 9 of the Code.
The Mandatory Offer
DNO announces that the Offer is now a mandatory offer for the whole of the issued and to be issued share capital of Faroe not already held by DNO at a price of 152 pence per share (the "Mandatory Offer").
The Mandatory Offer is also now being further extended in accordance with Rule 9 of the Code and will remain open for acceptances until 1.00 p.m. (London time) on 18 January 2019 (the "Second Closing Date").
If, after the date of this announcement, any dividend and/or other distribution and/or other return of capital is declared, paid or made or becomes payable in respect of Faroe Shares, DNO reserves the right to reduce the consideration payable under the terms of the Mandatory Offer at such date by an amount up to the amount of such dividend and/or distribution and/or return of capital. If any such dividend and/or distribution and/or return of capital occurs, any reference in the Offer Document or this announcement to the consideration payable under the Mandatory Offer will be deemed to be a reference to the consideration as so reduced.
Offers made under Rule 9 of the Code must be conditional only upon the offeror having received acceptances in respect of shares which, together with shares acquired or agreed to be acquired before or during the offer, will result in the offeror and any person acting in concert with it holding shares carrying more than 50 percent of the voting rights. Accordingly, the Conditions set out in Part A of Appendix 1 of the Offer Document shall immediately cease to apply and shall be replaced in their entirety by the following condition (the "Condition"):
"Valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the Second Closing Date of the Mandatory Offer (or such later time(s) and/or date(s) as DNO may, subject to the rules of the Code, decide) in respect of such number of Faroe Shares as, together with any Faroe Shares acquired or agreed to be acquired (whether pursuant to the Mandatory Offer or otherwise), will result in DNO and any person acting in concert with it holding Faroe Shares carrying more than 50 percent of the voting rights then normally exercisable at a general meeting of Faroe, including for this purpose (to the extent, if any, required by the Panel) any voting rights attaching to Faroe Shares that are unconditionally allotted or issued before the Mandatory Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription rights or conversion rights or otherwise. For the purpose of this condition:
(i) Faroe Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue; and
(ii) valid acceptances shall be deemed to have been received in respect of Faroe Shares which are treated for the purposes of the Companies Act 2006 as having been acquired or contracted to be acquired by DNO whether by virtue of acceptances of the Mandatory Offer or otherwise."
Save as set out in this announcement, the Mandatory Offer will be subject to the same terms as the Offer set out in the Offer Document.
Faroe Shareholders and persons with information rights will be sent a copy of this announcement to inform them that the Offer has changed from being voluntary to mandatory in nature.
Faroe Shareholders who have previously validly accepted the Offer (and have not withdrawn those acceptances) will automatically be deemed to have accepted the Mandatory Offer by virtue of their prior acceptances and therefore need take no further action.
All Faroe Shareholders are urged to proceed to accept the Mandatory Offer in accordance with the instructions set out below (unless they have previously accepted or sold their Faroe Shares to DNO).
Financing of the Mandatory Offer
The consideration payable by DNO under the terms of the Mandatory Offer will be funded from cash resources available to the DNO Group.
Lambert Energy Advisory Ltd is satisfied that resources available to DNO are sufficient to satisfy in full the cash consideration payable to Faroe Shareholders under the terms of the Mandatory Offer.
How to accept the Mandatory Offer
The deadline for acceptances of the Mandatory Offer is 1.00 p.m. (London time) on 18 January 2019. DNO reserves the right (but will not be obliged, other than as may be required by the Code) at any time and from time to time to extend the Mandatory Offer after such time in accordance with the terms set out in Part C of the Offer Document. Faroe Shareholders who have not yet accepted the Offer and who wish to accept the Mandatory Offer are urged to do so as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 18 January 2019.
Faroe Shareholders wishing to accept the Mandatory Offer in respect of certificated Faroe Shares, should complete the Form of Acceptance which accompanied the Offer Document relating to the Offer as soon as possible and, in any event, so as to be received by Equiniti Limited by no later than 1.00 p.m. (London time) on 18 January 2019.
Faroe Shareholders wishing to accept the Mandatory Offer in respect of uncertificated shares should do so electronically through CREST so that the TTE instruction settles no later than 1.00 p.m. (London time) on 18 January 2019. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
Pursuant to the terms of the Offer Document, Faroe Shareholders who have previously validly accepted the Offer (and not withdrawn those acceptances in accordance with the terms of the Offer Document) will automatically be deemed to have accepted the terms of the Mandatory Offer by virtue of their prior acceptances and therefore need not take any further action.
If you have any questions about the Mandatory Offer or are in any doubt as to how to complete the Form of Acceptance or the making of an Electronic Acceptance (as the case may be), please contact Equiniti Limited on 0333 207 6399 or +44 121 415 0973 (if calling from outside the UK). Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays).
Compulsory acquisition, cancellation of trading and listing, re-registration
DNO announced, as set out in the Offer Document, that subject to the Mandatory Offer becoming or being declared unconditional in all respects and DNO acquiring or agreeing to acquire (taken together with the Faroe Shares already held by it) 75 percent of the voting rights attached to Faroe Shares, it intends to procure the making of an application by Faroe to the London Stock Exchange for the cancellation of the admission to trading of the Faroe Shares on AIM.
It is anticipated that the application for cancellation of admission to trading of the Faroe Shares on AIM will take effect no earlier than the date that is 20 Business Days after DNO has acquired or agreed to acquire 75 percent of the voting rights attaching to the Faroe Shares.
The cancellation of admission to trading of the Faroe Shares on AIM would significantly reduce the liquidity and marketability of any Faroe Shares not assented to the Mandatory Offer at that time.
If DNO receives acceptances under the Mandatory Offer in respect of, or otherwise acquires, 90 percent or more of the Faroe Shares to which the Mandatory Offer relates, DNO will exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Faroe Shares in respect of which the Mandatory Offer has not been accepted.
It is also intended that, following the cancellation of the admission to trading of the Faroe Shares on AIM, Faroe would be re-registered as a private company under the relevant provisions of the Companies Act.
Faroe Share Schemes
The Mandatory Offer extends to any Faroe Shares which are issued or unconditionally allotted (including to satisfy the exercise of options and vesting of awards granted and awards made under the Faroe Share Schemes) whilst the Mandatory Offer remains open for acceptance (or prior to such earlier time and/or date as DNO may, subject to the Code, determine).
Full details on the effect of the Mandatory Offer on outstanding options and awards granted and awards made pursuant to the Faroe Share Schemes and on the choices available to Faroe Share Scheme participants will be set out in separate letters to be sent by DNO to such participants in due course.
The availability of the Mandatory Offer or the distribution of this announcement to Faroe Shareholders who are not resident in the UK or the US may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Faroe Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
This announcement does not constitute an offer for sale for any securities or an offer or an invitation to purchase any securities. Faroe Shareholders are advised to read carefully the Offer Document.
Documents available on website
This announcement will be made available on DNO's website at https://www.dno.no/en/investor-relations/offer_announcement_26November.
The acquisition by DNO of the entire issued and to be issued share capital of Faroe to be implemented by means of the Mandatory Offer as described in this announcement will, save as set out in this announcement (including Appendix I), be subject to the Condition set out in this announcement and the further terms and conditions of the Offer as set out in the Offer Document and the Form of Acceptance. Accordingly, this announcement should be read in conjunction with the full text of the Offer Document and, in respect of Faroe Shares held in certificated form, the Form of Acceptance, copies of which are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on DNO's website at https://www.dno.no/en/investor-relations/offer_announcement_26November.
DNO reserves the right to elect, with the consent of the Panel, to implement the Mandatory Offer by way of a scheme of arrangement under Part 26 of the Companies Act. In such event, the scheme of arrangement will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Mandatory Offer, subject to appropriate amendments (including to statutory voting requirements) to reflect the change in method of implementing the Mandatory Offer.
Appendix I sets out the conditions and further terms of the Mandatory Offer. Appendix II sets out the sources and basis of certain information used in this announcement.
Lambert Energy Advisory Ltd and Pareto Securities AS have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.
The DNO Responsible Persons, whose names are set out in the Offer Document, accept responsibility for the information contained in this announcement (including any expressions of opinion), except that the only responsibility accepted by them in respect of information relating to Faroe, the Wider Faroe Group and the Faroe Directors, which has been compiled from previously published sources, is to ensure that such information is correctly and fairly reproduced and presented. To the best knowledge and belief of the DNO Responsible Persons, who have taken all reasonable care to ensure that such is the case, the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.