NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Harbour Energy plc
(“Harbour” or the “Company”)
Publication of Circular and Prospectus in connection with proposed acquisition of Wintershall Dea asset portfolio
12 June 2024
Harbour is pleased to announce that it has today, following receipt of approval from the Financial Conduct Authority (the "FCA"), published its shareholder circular (the “Circular”) and prospectus (the “Prospectus”) in relation to the proposed acquisition of substantially all of Wintershall Dea AG’s upstream oil and gas assets (the “Target Portfolio”) (the “Acquisition”). A general meeting of Harbour’s shareholders has been scheduled for 5 July 2024 to consider and approve the Acquisition.
DeGolyer and MacNaughton (“D&M”) have prepared an independent competent person’s report (“CPR”) on the Target Portfolio, which is included in full in the Prospectus. D&M has certified that, as at 31 December 2023, the target portfolio had 1,117 mmboe1 of 2P oil and gas reserves with an estimated value (NPV10) of $10.5 billion2. This excludes c.60 mmboe of reserves produced between the effective date of the Acquisition of 30 June 2023 and 31 December 2023. In addition, as at 31 December 2023, D&M has certified that the Target Portfolio had 1,238 mmboe of 2C contingent resources3.
The publication of the Circular and Prospectus marks another important milestone towards completion of the Acquisition. In addition, all regulatory, anti-trust and foreign direct investment approvals continue to progress as planned. These include approvals from Egypt’s Ministry of Petroleum and Mineral Resources and the European Commission, which were recently received. Harbour continues to expect the Acquisition to complete during the fourth quarter of 2024.
Harbour has made available copies of the Circular and Prospectus as well as a presentation summarising the key highlights of the Prospectus on its website at https://www.harbourenergy.com.
Enquiries
Harbour Energy plc
Elizabeth Brooks, Head of Investor Relations
+44 (0) 203 833 2421
Brunswick (PR advisors)
+44 (0) 207 404 5959
Patrick Handley
Will Medvei
Financial Advisors on the transaction:
Barclays (Joint Financial Advisor and Sole Sponsor)
+44 (0) 207 623 2323
Michael Powell
Ben Plant
J.P. Morgan Cazenove (Joint Financial Adviser)
+44 (0) 203 493 8000
James Janoskey
Daniel Apa
Harbour Energy corporate brokers:
Barclays
+44 (0) 207 623 2323
Robert Mayhew
Tom Macdonald
Jefferies
+44 (0) 207 029 8000
Sam Barnett
Will Soutar
Important Notice
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document.
Disclaimer
Barclays Bank PLC (“Barclays”), which is authorised by the Prudential Regulation Authority (the “PRA”) and regulated in the UK by the FCA and the PRA, is acting exclusively as joint financial adviser and sole sponsor to the Company and no one else in connection with the Acquisition and shall not be responsible to anyone other than the Company 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 business as J.P. Morgan Cazenove (“J.P. Morgan Cazenove”), and which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting as joint financial adviser exclusively to the Company and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the UK by the FCA, is acting exclusively as corporate broker to the Company and no one else in connection with the Acquisition and shall not be responsible to anyone other than the Company for providing the protections afforded to clients of Jefferies nor for providing advice in connection with the Acquisition or any other matter referred to herein.
1 Barrels of oil equivalent (boe) is based on 5,600 cubic feet per barrel. 2P reserves and 2C contingent resources are provided on a working interest basis; the component of probable reserves in 2P have not been risk-adjusted to make them comparable to proved reserves. 2C contingent resources should not be confused with reserves due to the uncertainty of development associated with any contingent resource quantity.
2 The valuation is based on D&M’s base case price assumptions, which assumes Brent oil and European gas prices of c.$77/bbl and $12/mscf in 2024 decreasing to $69/bbl and c.$9/mscf in 2027, inflated thereafter at c.2% per annum. D&M’s price assumptions are set out in full in the CPR.
3 2C contingent resources are provided on a working interest basis