TIDMHBR
RNS Number : 6502X
Harbour Energy PLC
21 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR
EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD
NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A
CIRCULAR AND PROSPECTUS IN RELATION TO THE ACQUISITION DESCRIBED IN
THIS ANNOUNCEMENT WILL EACH BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Harbour Energy plc
( " Harbour " )
Transformational acquisition of Wintershall Dea asset
portfolio
21 December 2023
-- Transforms scale and geographic diversification
-- Materially enhances production, reserve life and margins
-- Increases exposure to natural gas and lowers emissions
intensity
-- Delivers significant financial synergies
-- Immediately accretive to free cash flow
-- Enhanced and sustainable shareholder returns
Harbour is pleased to announce that it has reached an agreement
with BASF and LetterOne, the shareholders of Wintershall Dea AG
("Wintershall Dea"), for the acquisition of substantially all of
Wintershall Dea's upstream assets (the "Target Portfolio") for
$11.2 billion (the "Acquisition").
The Target Portfolio includes all of Wintershall Dea's upstream
assets in Norway, Germany, Denmark [1] , Argentina, Mexico, Egypt,
Libya [2] and Algeria as well as Wintershall Dea's CO(2) Capture
and Storage ("CCS") licences in Europe. Wintershall Dea's Russian
assets are excluded. The Acquisition will add 1.1 bnboe of 2P
reserves at c.$10/boe and more than 300 kboepd of production at
c.$35,000/boepd [3] .
The Acquisition is expected to transform Harbour into one of the
world's largest and most geographically diverse independent oil and
gas companies, adding material gas-weighted portfolios in Norway
and Argentina and complementary growth projects in Mexico. Harbour
will also benefit from an increased reserve life and improved
margins with lower operating costs and greenhouse gas (" GHG ")
intensity.
Harbour is expected to receive investment grade credit ratings
and to benefit from a significantly lower cost of financing
resulting from the porting of existing euro denominated Wintershall
Dea bonds with a nominal value of c.$4.9 billion [4] (the "
Wintershall Dea Bonds ") and a weighted average coupon of c.1.8 per
cent. The Acquisition is also accretive to Harbour's free cash
flow, supporting enhanced and sustainable shareholder returns.
Acquisition benefits
The Board of Directors of Harbour believe the Acquisition is a
strong strategic fit, in line with its stated M&A objectives,
and offers a transformational value-creating opportunity for
Harbour's shareholders.
The Acquisition:
* Transforms Harbour's scale and geographic
diversification
* Combined production of over 500 kboepd [5] and 2P
reserves of 1.5 bnboe [6]
* Significant production of c.170 kboepd [7] in Norway
with additional material positions in Argentina,
Egypt and Germany
* Combined revenue of $5.1 billion and EBITDAX of $3.7
billion for six months to end June 2023
* Adds high quality assets which are accretive to
Harbour's reserve life and margins
* Increases Harbour's 2P reserve life [8] to c.8 years
with organic reserve replacement opportunities from
c.1.5 bnboe [9] of combined 2C resources
* Enhances Harbour's natural gas-weighting with
combined natural gas production of over 300 kboepd
[10] (c.60 per cent of total production)
* Materially accretive to margins with lower combined
opex [11] of c.$11/boe and exposure to advantaged
markets (Brent for oil and TTF for European gas)
* Supports Harbour's energy transition goals
* Step change in Harbour's GHG emissions intensity,
with lower combined GHG emissions intensity of c.15
kgCO(2) e/boe [12]
* Strong pipeline of European CCS projects with
potential to store more than 10 mtpa of CO(2) (net
equity share)
* Harbour's 2035 Net Zero commitment reaffirmed [13]
* Significantly enhances Harbour's financial strength
* Material financial synergies with porting of existing
Wintershall Dea Bonds with a nominal value of c.$4.9
billion, a weighted average coupon of c.1.8 per cent
and weighted average maturity of c.4.5 years
* Post completion, Harbour expects to receive
investment grade credit ratings, increasing its
access to low cost, diverse sources of capital
* Significantly increases Harbour's per share free cash
flow [14]
* Enables enhanced and sustainable shareholder returns
framework
* Supports an increase in Harbour's annual dividend
from $200 million to c.$455 million, of which c.$380
million will be paid to holders of ordinary shares in
Harbour (" Ordinary Shares "). This reflects a 5 per
cent increase in dividend per Ordinary Share to 26.25
cents [15]
* High quality portfolio, free cash flow accretion and
significantly enhanced financial strength underpin a
sustainable increase in the dividend
* Potential for additional returns in line with
Harbour's existing policy
Consideration structure
Under the terms of the business combination agreement entered
into between Harbour, BASF and LetterOne (the " BCA " ), Harbour
will acquire the Target Portfolio for $11.2 billion comprising:
* The porting of existing Wintershall Dea Bonds with a
nominal value of c.$4.9 billion and a weighted
average coupon of c.1.8 per cent to Harbour
* Approximately 921.2 million new Harbour shares issued
to Wintershall Dea's shareholders (the "
Consideration Shares ") at an agreed value of $4.15
billion or 360 pence per Harbour share, representing
a premium of c.60 per cent to Harbour's 30-day volume
weighted average share price of c.227 pence [16] ,
such that on completion:
* BASF, a 72.7 per cent shareholder in Wintershall Dea,
will own 46.5 per cent of Harbour's listed Ordinary
Shares with Harbour's current shareholders owning
53.5 per cent [17]
* LetterOne, a 27.3 per cent shareholder in Wintershall
Dea, will own 251.5 million non--voting, non--listed
convertible ordinary shares with preferential rights
(the " Non-Voting Shares"). If the Non-Voting Shares
were to be converted into Ordinary Shares, Harbour's
current shareholders would own 45.5 per cent of
Harbour; BASF and LetterOne would own 39.6 per cent
and 14.9 per cent, respectively
* $2.15 billion of cash consideration to be funded
through cash flow generated from the Target Portfolio
between the effective date of 30 June 2023 and
completion, and an underwritten bridge facility
Other key details of the Acquisition
* Post completion, Harbour will continue to be Chaired
by R. Blair Thomas, with Linda Z. Cook and Alexander
Krane remaining as Chief Executive Officer and Chief
Financial Officer, respectively
* All Target Portfolio employees will be transferred to
Harbour on completion. In addition, Harbour intends
to take on some employees from Wintershall Dea's
corporate headquarters
* BASF will be entitled to nominate two Non-Executive
Directors to the Board of Harbour provided BASF holds
at least 25 per cent of the Ordinary Shares, and one
Non-Executive Director in the event BASF holds
between 10 and 25 per cent
* BASF's Ordinary Shares will be subject to a six month
lock-up following completion (subject to customary
exceptions). The lock-up arrangements will also apply
to any Ordinary Shares held by LetterOne in the event
LetterOne converts its Non-Voting Shares into
Ordinary Shares within the period of six months from
completion
* LetterOne's Non-Voting Shares are convertible (on a
one-for-one basis) into Ordinary Shares on the
satisfaction of certain conditions, including receipt
of relevant regulatory approvals (if applicable). In
the event of conversion, LetterOne will be entitled
to equivalent rights as BASF regarding the nomination
of Non-Executive Directors
* The dividend payable on each Non-Voting Share will be
at a 13 per cent premium to any dividend payable in
respect of each Ordinary Share, reflecting its
unlisted nature and limited voting rights
* LetterOne will not be permitted to acquire any
Ordinary Shares for a period of six months following
completion and, until such date as the conversion
conditions in respect of the Non-Voting Shares have
been satisfied, LetterOne will not be able to own
more than 19.99 per cent of Harbour's issued share
capital
* While LetterOne itself is not a sanctioned entity,
certain of LetterOne's minority owners are subject to
sanctions in the UK, EU and US. As such, LetterOne's
Non-Voting Shares have no governance rights and, for
so long as those sanctions remain in place, LetterOne
will have no representation on the Harbour Board
* All of Wintershall Dea's assets located in Russia or
held in joint ventures with Russian companies are
excluded from the Acquisition as is Wintershall Dea's
stake in WIGA Transport Beteiligungs-GmbH & Co. KG
Board recommendation and Undertakings
The directors of Harbour have determined that the Acquisition is
in the best interests of Harbour based on a number of factors and
intend unanimously to recommend that shareholders vote in favour of
the relevant resolutions at the shareholder meeting to be held to
approve the Acquisition.
The directors of Harbour and certain of their connected persons
have irrevocably undertaken that they will vote in favour of the
relevant resolutions required to implement the Acquisition at the
shareholder meeting in respect of their own beneficial holdings of
Harbour shares, representing approximately 1.7 per cent of the
existing share capital of Harbour as at 20 December 2023, being the
last practicable date prior to publication of this
announcement.
EIG Asset Management LLC, EIG Separate Investments (Cayman) LP
and Potomac View Investments, LP have each irrevocably undertaken
to vote in favour of the relevant resolutions required to implement
the Acquisition at the Harbour shareholder meeting in respect of
their holdings of Harbour shares, representing 16.8 per cent of the
existing share capital of Harbour as at 20 December 2023, being the
last practicable date prior to publication of this
announcement.
Conditions to closing
The Acquisition constitutes a reverse takeover for the purposes
of the Listing Rules for Harbour, with the intention that Harbour
applies to retain its premium London listing on completion. Harbour
will seek shareholder approval and re-admission of its Ordinary
Shares and admission of the new Ordinary Shares upon completion to
the premium listing segment of the Official List of the Financial
Conduct Authority (the "FCA") (or a listing on the single category
for equity shares in commercial companies if such new listing
category, as contemplated in FCA Consultation Paper CP23/31, has
been implemented by the FCA and taken effect at the relevant time)
and to trading on the main market for listed securities of the
London Stock Exchange. Harbour will, in due course, issue a
circular to its shareholders to convene a general meeting to seek
approval of the Acquisition and publish a prospectus.
The Acquisition is subject to, amongst other things, regulatory,
antitrust and foreign direct investment approvals, as well as
Harbour shareholder approval. Completion of the Acquisition is
expected to occur in Q4 2024.
Linda Z Cook, CEO of Harbour, commented:
" Today's announcement marks Harbour's fourth major acquisition
and the most transformational step yet in our journey to build a
uniquely positioned, large-scale, geographically diverse
independent oil and gas company.
" The addition of Wintershall Dea's assets will increase our
production to over 500 kboepd, extend our reserves life, and
enhance our margins and cash flow, all supporting enhanced
shareholder returns over the longer run. Importantly, the
acquisition also advances our energy transition objectives by
shifting our portfolio towards natural gas, lowering our GHG
emissions intensity and expanding our CCS interests into new
European markets.
" I am proud of what we have achieved so far - a testament to
the skill, hard work and commitment of our people - including our
track record of safe and responsible operations and disciplined
capital allocation, which have made this acquisition possible.
" We look forward to completion of the acquisition and welcoming
Wintershall Dea employees to Harbour, and to our further growth as
we continue to build a global independent oil and gas company of
the future. "
Alexander Krane, CFO of Harbour, commented:
" The acquisition of Wintershall Dea's large scale, high quality
portfolio will transform our asset base as well as our capital
structure. The funding structure we have put together - including
the porting of $4.9 billion of low-cost investment grade bonds with
a coupon of 1.8 per cent and the issuance of $4.15 billion of
equity at a significant premium - will significantly improve our
credit rating and deliver a transaction which is accretive on a per
share basis across all key metrics. This will materially improve
our cost of capital and enable access to broader and lower cost
sources of funding, supporting further growth and additional
shareholder returns.
The increase to our ordinary dividend per share is a first step
in this direction. "
Harbour enquiries:
Harbour plc +44 (0) 203
Elizabeth Brooks, Head of Investor Relations 833 2421
Brunswick (PR Advisers)
Patrick Handley +44 (0) 207
Will Medvei 404 5959
Financial Advisors on the transaction:
Barclays (Joint Financial Adviser and Sole
Sponsor)
Michael Powell +44 (0) 207
Ben Plant 623 2323
J.P. Morgan Cazenove (Joint Financial Adviser)
James Janoskey +44 (0) 203
Daniele Apa 493 8000
Harbour Energy corporate brokers:
Barclays
Robert Mayhew +44 (0) 207
Tom Macdonald 623 2323
Jefferies
Sam Barnett +44 (0) 207
Will Soutar 029 8000
A live audio webcast and conference call for analysts and
investors will be held today at 4.30pm London time. The conference
call details can be found on Harbour's website:
www.harbourenergy.com
FURTHER INFORMATION ABOUT THE ACQUISITION
Additional funding details
* The Wintershall Dea Bonds form part of the Target
Portfolio to be acquired by Harbour and the
liabilities in respect of the Wintershall Dea Bonds
will be assumed by Harbour at completion. Completion
of the Acquisition will not trigger a change of
control (as defined in the relevant terms and
conditions) or a bond investor put right given
Harbour's expected investment grade credit rating
status.
* In addition to the underwritten $1.5 billion bridge
facility, Harbour has secured a new underwritten $3.0
billion unsecured Revolving Credit and Letter of
Credit Facility to cover its Letter of Credit
requirements and to provide additional liquidity.
This will replace its existing RBL facility.
* Following completion and conditional upon the average
price of Brent oil in certain agreed test periods,
potential contingent payments of up to a maximum of
$300 million may be made by Harbour to BASF and
LetterOne over the four years following completion.
Key Conditions to the Acquisition
The Acquisition constitutes a reverse takeover for the purposes
of the Listing Rules for Harbour, with the intention that Harbour
will apply to readmit its Ordinary Shares, and admit the new
Ordinary Shares, to listing in London on completion.
The Acquisition is conditional therefore on, among other
things:
* Harbour shareholder approval at a general meeting
convened pursuant to an FCA approved circular (the
"Circular")
* Publication of an FCA approved prospectus (the
"Prospectus")
* A Rule 9 Waiver (as defined below) having been
granted in respect of BASF by the UK Panel on
Takeovers and Mergers ("Takeover Panel"), subject to
the approval of the waiver by the independent
shareholders of Harbour
* FCA and LSE approval of the admission of all new
Ordinary Shares ("Admission") and re-admission of all
existing Ordinary Shares to listing on the premium
segment of the Official List of the FCA (or a listing
on the single category for equity shares in
commercial companies if such new listing category as
contemplated in FCA Consultation Paper CP23/31 has
been implemented by the FCA and taken effect at the
relevant time) and to trading on the main market of
the London Stock Exchange
* Satisfaction of regulatory, anti-trust and foreign
direct investment approvals in relevant jurisdictions
Shareholder approval
As indicated above, the Acquisition will be conditional on,
amongst other things, approval by Harbour's shareholders. Harbour
currently anticipates posting a shareholder circular to convene a
shareholder meeting to approve the Acquisition in H1 2024. At that
shareholder meeting, it is expected that shareholders will be asked
to approve ordinary resolutions (i) consenting to the issuance of
more than 30 per cent of the Ordinary Shares in Harbour to BASF
without triggering a mandatory offer for the purposes of the
Takeover Code (a Takeover Code "Rule 9 Waiver"); (ii) approving the
Acquisition for the purposes of the Listing Rules; (iii) approving
the issuance of new Harbour shares to BASF and LetterOne, as
described above; and (iv) certain other matters required to effect
the Acquisition.
Rule 9 Waiver
It is anticipated that BASF, as the largest shareholder of
Wintershall Dea, will hold 46.5 per cent ([18]) of the Ordinary
Shares of Harbour post completion. As a result, BASF would
ordinarily be required to make a mandatory offer under Rule 9,
however a Rule 9 Waiver will be sought from the Takeover Panel in
order to disapply mandatory offer requirements. This Rule 9 Waiver
will require approval by Harbour's independent shareholders at the
general meeting to be convened pursuant to the Circular which will
be sent to shareholders in due course.
Relationship agreements
At completion, Harbour will enter into separate relationship
agreements (the form of which has already been agreed) with BASF
and LetterOne governing the relationship between Harbour and each
of BASF and LetterOne which will be effective at Admission (the
"BASF Relationship Agreement" and the "LetterOne Relationship
Agreement" respectively and, together, the "Relationship
Agreements"). The principal terms of the Relationship Agreements
are referred to below.
BASF Relationship Agreement
In addition to the mandatory undertakings given by BASF required
under the UK Listing Rules and other customary provisions, the BASF
Relationship Agreement will provide that BASF will be entitled to
appoint following Admission up to two Non-Executive Directors and
reasonable cooperation and assistance from Harbour in relation to
any offering of Ordinary Shares by BASF.
LetterOne Relationship Agreement
The LetterOne Relationship Agreement contains similar provisions
to the BASF Relationship Agreement, except, among other things,
certain rights and obligations of LetterOne, including in relation
to the appointment of any Non-Executive Director, which will only
be triggered from the date on which LetterOne holds 10 per cent or
more of the Ordinary Shares.
Lock-Up Agreements
At completion, Harbour will enter into separate lock-up
agreements with BASF and LetterOne governing the disposal of shares
in Harbour held by BASF and LetterOne (the "BASF Lock-Up Agreement"
and the "LetterOne Lock-Up Agreement").
BASF Lock-Up Agreement
Pursuant to the BASF Lock-Up Agreement, BASF's Ordinary Shares
will be subject to a lock-up for the first six months following
completion during which time, subject to customary exceptions, BASF
will not be permitted to sell its Ordinary Shares.
LetterOne Lock-Up Agreement
The LetterOne Lock-Up Agreement contains similar provisions to
the "BASF Lock-Up Agreement". In the event that LetterOne is able
to convert its Non-Voting Shares into Ordinary Shares, such
Ordinary Shares will be subject to a lock-up for the first six
months following completion.
LetterOne Standstill Agreement
LetterOne will also enter into a standstill agreement (the
"LetterOne Standstill Agreement") with Harbour to be effective on
completion pursuant to which it will undertake:
* Not, subject to customary exceptions, to acquire any
Ordinary Shares for a period of six months following
completion
* Until such time as the conversion conditions in
respect of the Non-Voting Shares have been satisfied,
not to own more than 19.99 per cent of Harbour's
issued share capital in total
LetterOne may transfer its Non-Voting Shares to certain
permitted transferees, in certain cases only with the consent of
Harbour and in accordance with the terms of the Non-Voting
Shares.
Key indicative financial Information on Wintershall Dea
Summary IFRS financial information
The unaudited Target Portfolio historical financial information
for the year ended 31 December 2022 and the six months ended 30
June 2023 (together the "Unaudited Target Portfolio Historical
Financial Information") included in this announcement reflects the
historical results of operations and financial position of the
Target Portfolio as if the Target Portfolio had been run during the
relevant periods as a stand-alone business, in conformity with IFRS
and the accounting policies adopted by Wintershall Dea in its own
consolidated Annual Report and Accounts. The Unaudited Target
Portfolio Historical Financial Information does not include the
cost of services historically provided by the headquarters of
Wintershall Dea to the Target Portfolio, however such costs will be
reflected in the Prospectus Historical Financial information (as
defined below).
Following closing of the Acquisition Wintershall Dea may provide
services to Harbour in connection with the Target Portfolio under a
number of service agreements.
The Unaudited Target Portfolio Historical Financial Information
has been prepared in accordance with Wintershall Dea IFRS
accounting policies and no adjustments have been made to align the
accounting policies of Wintershall Dea to those of Harbour. The
Unaudited Target Portfolio Historical Financial Information has
been extracted without material adjustments from the accounting
records that underpin Wintershall Dea's 31 December 2022
consolidated Annual Report and Accounts and 30 June 2023 Half Year
Results.
The accounting records referred to above are presented in EUR,
which have been converted to USD using the Harbour foreign exchange
(FX) rates in the tables below:
IFRS Six months EUR to Six months Twelve EUR to Twelve
ended USD FX ended months USD FX months
30 June rates 30 June ended rates ended
2023 [19] 2023 31 December (19) 31 December
2022 2022
---------------- ------------ -------- ----------- ------------- -------- -------------
2,878 3,116 7,651 8,030
million million million million
Revenue [20] EUR 1.08 USD EUR 1.05 USD
------------ -------- ----------- -------- -------------
2,069 2,240 6,002 6,300
million million million million
EBITDAX [21] EUR 1.08 USD EUR 1.05 USD
------------ -------- ----------- -------- -------------
Operating
costs per 7.9 8.6 7.6 8.0
barrel ([22]) EUR/boe 1.08 USD/boe EUR/boe 1.05 USD/boe
------------ -------- ----------- -------- -------------
Oil and gas n/a n/a n/a n/a n/a 1,129
reserves million
[23] boe
------------ -------- ----------- -------- -------------
Production n/a n/a 317 n/a n/a 318
kboepd kboepd
------------ -------- ----------- -------- -------------
In accordance with the Listing Rules, the Circular and
Prospectus will contain Historical Financial Information on the
Target Portfolio covering the latest three financial years
(expected to be the years ended 31 December 2023, 2022 and 2021)
(the " Prospectus Historical Financial Information ") prepared in
accordance with IFRS and will be consistent with Harbour's
accounting policies, adopted in Harbour's Annual Report and
Accounts for the year ended 2023, expected to be latest annual
consolidated accounts prior to the publication of the Circular and
Prospectus. Such Prospectus Historical Financial Information on the
Target Portfolio contained in the Circular and Prospectus may
therefore differ from the Unaudited Target Portfolio Historical
Financial Information set out above.
Harbour has undertaken an initial review to compare Wintershall
Dea's accounting policies to those of Harbour. The following areas
are expected to require alignment when preparing the Prospectus
Historical Financial Information to be included in the Circular and
Prospectus but have not been adjusted in the summary financial
information included in this announcement:
a) Presentational currency - Harbour's presentational currency
is the US Dollar while Wintershall Dea's presentational currency
is the Euro
b) Exploration and evaluation expenditure ( " E&E " ) capitalisation
- There is a difference in some of the E&E costs capitalised
by Harbour and Wintershall Dea, primarily those relating to
seismic survey costs.
Once the technical feasibility and commercial viability of
a well are demonstrable, Wintershall Dea's license acquisition
costs are transferred to intangibles and the cost of successful
exploration drilling is transferred to Property, Plant and
Equipment ("PPE"); in Harbour, both cost categories are transferred
to PPE
c) Over-/under-lift positions - Harbour measures over-/under-lift
at net realisable value using an observable year-end oil or
gas market price and included within receivables, whereas
Wintershall Dea values over-/under-lift based on actual production
cost. Harbour and Wintershall Dea both measure overlift at
net realisable value using an observable year-end oil or gas
market price and is included in payables
d) Inventory valuation - Harbour measures all inventories,
except for petroleum products, at the lower of cost and net
realisable value. The cost of materials is the purchase cost,
determined on a first-in, first-out basis. Wintershall Dea
uses weighted average cost. Harbour petroleum products are
measured at net realisable value using an observable year-end
oil or gas market price, and are included in inventory whereas
Wintershall Dea petroleum products are measured using weighted
average cost and included in inventory
e) Finance income and finance cost - Wintershall Dea reports
FX gains/ losses net under finance income or expense whereas
Harbour reports them gross as income and expense. Wintershall
Dea reports derivative gains/losses net under finance income
or expense whereas Harbour reports them gross as income and
expense
On the basis of Harbour's initial review, and noting that both
Wintershall Dea and Harbour report under IFRS, the accounting
policy differences set out above are unlikely to have a material
impact on Wintershall Dea's Unaudited Target Portfolio Historical
Financial Information. Further differences may be identified upon
finalisation of the accounting policy difference exercise in
relation to which Harbour has been unable to assess materiality at
this stage . The Prospectus Historical Financial Information will
differ from the Unaudited Target Portfolio Historical Financial
Information in respect of the accounting policy differences
identified above, any other accounting policy differences
identified and the central allocation of historical costs for
services provided by Wintershall Dea to the Target Portfolio.
Illustrative post completion unaudited financial information for
Harbour
The following sets out the illustrative post completion
unaudited historical financial information for Harbour for the
periods stated. The historical financial information below in
relation to Harbour has been extracted from Harbour's Half Year
Results for the six months ended 30 June 2023 and Annual Report and
Accounts for the year ended 31 December 2022. The financial
information below in relation to the Target Portfolio has been
extracted from the above table in the Summary IFRS financial
information section of this announcement. The post completion
financial information below is a summation of the Harbour and
Wintershall Dea financial information.
Six months ended 30 June Twelve months ended 31
2023 December 2022
---------------- ------------------------------------------- -------------------------------------------
Harbour Wintershall Harbour Harbour Wintershall Harbour
Dea post completion Dea post completion
IFRS IFRS IFRS IFRS IFRS IFRS
[24] [25] [26] (25)
(A) (B) (A+B) (C) (D) (C+D)
--------- ------------- ----------------- --------- ------------- -----------------
Revenue
(USD million) 2,016 3,116 5,132 5,431 8,030 13,461
--------- ------------- ----------------- --------- ------------- -----------------
EBITDAX
(USD million) 1,428 2,240 3,668 4,011 6,300 10,311
--------- ------------- ----------------- --------- ------------- -----------------
Oil and
gas reserves
(mmboe) n/a n/a n/a 410 1,129 1,539
--------- ------------- ----------------- --------- ------------- -----------------
Operating
cost per
barrel
(USD/boe) 15.4 8.6 11.2 13.9 8 10.3
--------- ------------- ----------------- --------- ------------- -----------------
Production
(kboepd) 196 317 513 208 318 526
--------- ------------- ----------------- --------- ------------- -----------------
In the above table Revenue, EBITDAX and oil and gas reserves are
shown under the respective company's definitions but for Operating
cost per barrel the Harbour definition has been used for both
Harbour and Wintershall Dea (as summarised in note 21).
In accordance with the Listing Rules, the Circular and
Prospectus when published will include Harbour pro forma financial
information prepared in accordance with the requirements of the
Prospectus Regulation Rules. Such information may differ from the
illustrative post completion Harbour financial information set out
above.
NOTES TO EDITORS
About Harbour
Harbour started as a private company in 2014 and has grown
through M&A to c.200 kboepd. Harbour publicly listed in the UK
through a reverse merger with Premier Oil in 2021.
Today, Harbour is the UK's largest oil and gas producer with
over 90 per cent of its production coming from the UK and the
balance from its assets in South East Asia. In addition, Harbour
has a portfolio of international growth opportunities including in
Indonesia and Mexico and is progressing two CCS projects in the UK,
including the Harbour-led Viking project, one of the largest
planned CCS projects in the world.
Harbour is a premium-listed, FTSE 250 company headquartered in
London with approximately 2,000 staff and contractors across its
offshore platforms and offices. In 2022, Harbour delivered free
cash flow of $2.1 billion (post-tax, pre shareholder distributions)
with production of 208 kboepd, split approximately 50 per cent
liquids, 50 per cent gas. Harbour had combined 2P reserves and 2C
resources of 865 mmboe as of December 2022.
Further information on Harbour can be found at
www.Harbourenergy.com. The Group's ticker symbol is HBR-GB.
About Wintershall Dea
Wintershall Dea is a leading European independent gas and oil
company, headquartered in Kassel and Hamburg, Germany.
Wintershall Dea has more than 120 years of experience as an
operator and project partner across the entire E&P value chain.
The company with German roots explores for and produces gas and oil
in 11 countries worldwide in an efficient and responsible manner.
With activities in Europe, Latin America and the MENA region
(Middle East & North Africa), Wintershall Dea has a global
upstream portfolio and, with its participation in natural gas
transport, is also active in the midstream business. Furthermore,
the company develops carbon management and low carbon hydrogen
projects to contribute to climate goals and secure energy
supplies.
As at 30 June 2023, Wintershall Dea had gross assets of $20,156
[27] million. This does not reflect the gross assets of the defined
perimeter of the Acquisition.
BASF
BASF creates chemistry for a sustainable future and combines
economic success with environmental protection and social
responsibility. More than 111,000 employees in the BASF Group
contribute to the success of customers in nearly all sectors and
almost every country in the world. Its portfolio comprises six
segments: Chemicals, Materials, Industrial Solutions, Surface
Technologies, Nutrition & Care and Agricultural Solutions.
BASF generated sales of EUR87.3 billion in 2022. BASF shares are
traded on the Frankfurt stock exchange (BAS) and as American
Depositary Receipts (BASFY) in the United States.
LetterOne
LetterOne is a GBP20 billion long-term investment business
headquartered in Luxembourg. It supports 125,000 jobs globally in
sectors including health, energy, technology and retail.
Target Portfolio
The Target Portfolio consists of Wintershall Dea's non-Russia
connected upstream assets, including producing and development
assets as well as exploration rights in Norway, Argentina, Germany
(excluding midstream), Mexico, Algeria, offshore Libya, Egypt and
Denmark (excluding the Ravn field) as well as Wintershall Dea's CCS
licences in Europe.
The excluded assets are those located in Russia and those held
through joint ventures with Russian majority state-owned energy
corporation Gazprom: Wintershall Dea Noordzee B.V. (50 per cent
Wintershall Dea / 50 per cent Gazprom ([28]) , registered in
Rijswijk, The Netherlands), Wintershall Dea AG (51 per cent
Wintershall Dea / 49 per cent Gazprom, registered in Celle,
Germany) and Nord Stream AG (15.5 per cent Wintershall Dea / 51 per
cent Gazprom, registered in Zug, Schweiz). WIGA Transport
Beteiligungs-GmbH & Co. KG (50.02 per cent Wintershall Dea /
49.98 per cent SEFE, registered in Kassel, Germany) is also not
part of the asset perimeter.
The Target Portfolio comprises:
Production of 317 kboepd (65 per cent gas) in H1 2023
Operating costs of c.$9/boe in H1 2023
IMPORTANT NOTICE
The information contained in this announcement is for
information purposes only and does not purport to be complete. The
information in this announcement is subject to change.
This announcement has been prepared in accordance with English
law, the UK Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and Listing Rules of the FCA and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
No person has been authorised to give any information or make
any representations to shareholders with respect to the Acquisition
other than the information contained in this announcement and, if
given or made, such information or representations must not be
relied upon as having been authorised by or on behalf of Harbour,
the Harbour directors, or any other person involved in the
Acquisition. None of the above take any responsibility or liability
for, and can provide no assurance as to the reliability of, other
information that you may be given. Subject to the UK Market Abuse
Regulation and the FCA's Disclosure Guidance and Transparency Rules
and Listing Rules, the delivery of this announcement shall not
create any implication that there has been no change in the affairs
of Harbour since the date of this announcement or that the
information in this announcement is correct as at any time
subsequent to its date.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the UK by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting
exclusively as joint financial adviser and sponsor for Harbour and
no one else in connection with the Acquisition and shall not be
responsible to anyone other than Harbour for providing the
protections afforded to clients of Barclays nor for providing
advice in connection with the Acquisition or any other matter
referred to herein.
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), and which is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively as joint financial adviser for
Harbour and no one else in connection with the Acquisition and
shall not be responsible to anyone other than Harbour for providing
the protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in connection with the
Acquisition or any other matter referred to herein.
The contents of this announcement are not to be construed as
legal, business or tax advice. Each shareholder should consult its
own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice respectively.
Percentages in tables have been rounded and accordingly may not
add up to 100 per cent. Certain financial data have also been
rounded. As a result of this rounding, the totals of data presented
in this press release may vary slightly from the actual arithmetic
totals of such data.
Forward-looking statements
Certain statements in this announcement are forward-looking
statements. In some cases, these forward looking statements can be
identified by the use of forward looking terminology including the
terms "believes", "expects", "estimates", "anticipates", "intends",
"may", "will" or "should" or in each case, their negative, or other
variations or comparable terminology. These forward looking
statements reflect Harbour's current expectations concerning future
events and speak only as of the date of this announcement. They
involve various risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the
Harbour Group, the post-completion Harbour Group, third parties or
the industry to be materially different from any future results,
performance or achievements expressed or implied by such forward
looking statements. Such risks, uncertainties and other factors
include, amongst other things, general economic and business
conditions, industry trends, competition, changes in regulation,
currency and commodity price fluctuations, the Harbour Group's or
the post-completion Harbour Group's ability to recover its reserves
or develop new reserves and to implement expansion plans and
achieve cost reductions and efficiency measures, changes in
business strategy or development and political and economic
uncertainty. There can be no assurance that the results and events
contemplated by these forward looking statements will in fact
occur.
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Harbour Group or the post-completion Harbour Group, as
appropriate, for the current or future years would necessarily
match or exceed the amount set out in any forward-looking statement
or historical published earnings, earnings per share or income,
cash flow from operations or free cash flow for the Harbour Group
or the post-completion Harbour Group, as appropriate.
This announcement and the documents required to be published
pursuant to Rule 26.1 of the UK Code on Takeovers and Mergers (the
"Takeover Code") will be made available at the relevant time for
inspection on Harbour's website at www.Harbour.com . Neither the
content of Harbour's (or any other website) nor the content of any
website accessible from hyperlinks on Harbour's website (or any
other website) is incorporated into, or forms part of, this
announcement.
The information contained within this announcement is deemed by
Harbour to constitute inside information for the purposes of
Article 7 of Market Abuse Regulation (EU) No 596/2014 (as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018). By the publication of this announcement via
a Regulatory Information Service, this inside information is now
considered to be in the public domain. The person responsible for
arranging for the release of this announcement on behalf of Harbour
is Howard Landes, General Counsel.
LEI: 213800YPC42DYBKVPF97
[1] Excluding the Ravn field.
[2] Excluding Wintershall AG.
[3] Production is for the six months to 30 June 2023, as per
management estimates. 2P reserves is based on verified year end
2022 2P reserves.
[4] Average exchange rate of $1.08 over H1 2023.
[5] Based on H1 2023 production, as per management
estimates.
[6] Based on verified year end 2022 2P reserves.
[7] Based on H1 2023 production, as per management
estimates.
[8] Based on year end 2022 2P reserves and average H1 2023
production, as per management estimates.
[9] Based on verified year end 2022 2C resources.
[10] Based on H1 2023 production, as per management
estimates.
[11] Direct operating costs (excluding over/under-lift),
including insurance costs, mark to market movements on
emissions hedges and tariff expense, less tariff income, divided
by working interest production.
[12] Scope 1 and Scope 2 emissions on a net equity share
basis.
[13] Scope 1 and 2 emissions on a gross operated basis.
[14] Free cash flow is post tax and before distributions.
[15] Based on a total expected dividend for 2023 of 25
cents/share (12 cents interim and expected 13 cents final) and
1,440.1 million Ordinary Shares post-completion.
[16] Based on 30 calendar days, as at 20 December 2023.
[17] Prior to conversion of the Non-Voting Shares.
[18] Prior to conversion of the Non-Voting Shares.
[19] Harbour's monthly average exchange rate has been used to
convert Revenue, EBITDAX and Operating costs per barrel.
[20] Revenue includes i) oil and gas revenues; ii) other
revenues (including tariff income); and iii) other operating
income.
[21] EBITDAX comprises earnings before interest, taxes,
depreciation, amortisation and exploration expenses adjusted for
special items. Wintershall and Harbour EBITDAX definitions are not
materially different.
[22] Direct operating costs (excluding over/under-lift) for the
period, including insurance costs, mark to market movements on
emissions hedges and tariff expense, less tariff income, divided by
working interest production.
[23] Reserves are those quantities of oil and natural gas
anticipated to be commercially recoverable from known accumulations
of hydrocarbons. Wintershall Dea presents proved reserves plus
reserves that are deemed probable to be commercially
recoverable.
[24] As per Harbour's Half Year Results 2023.
[25] As per table on page 8.
[26] As per Harbour Annual Report and Accounts 2022.
[27] EUR18,389, using Harbour's 30 June exchange rate of
1.10.
[28] As per Wintershall Dea Annual report 2021.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQLFLFLXLLFFBK
(END) Dow Jones Newswires
December 21, 2023 09:05 ET (14:05 GMT)
Harbour Energy (LSE:HBR)
Graphique Historique de l'Action
De Mar 2024 à Avr 2024
Harbour Energy (LSE:HBR)
Graphique Historique de l'Action
De Avr 2023 à Avr 2024
