Acquisition Of Petro Canada Netherlands B.V.

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14 June 2010

Dana Petroleum plc (“Dana", “the Group” or the “Company”) is pleased to announce that the Company (through its subsidiary Dana Petroleum (E&P) Limited) has entered into an agreement to acquire the entire issued share capital of Petro Canada Netherlands BV (“Petro Canada Netherlands”) from Petro Canada (International) Holdings B.V, a wholly owned subsidiary of Suncor Energy Inc. (“Suncor”) for an estimated net cash consideration of approximately €328 million (approximately £270 million or US$393 million)2 (the "Adjusted Consideration"), (the “Acquisition”).

Petro Canada Netherlands is an upstream oil and gas exploration and production company operating in the Dutch sector of the North Sea.

The Acquisition is a Class 1 transaction for Dana under the Listing Rules and is therefore conditional on the approval of Dana shareholders. A notice convening the general meeting of Dana’s shareholders will be set out in the circular to shareholders of Dana (the "Circular"). The Circular is expected to be published in July 2010 with the general meeting taking place approximately three weeks thereafter. Assuming this condition is satisfied, Dana currently expects the Acquisition to complete in the third quarter of 2010, approximately one month following the publication of the Circular to Dana shareholders.

In connection with the Acquisition, and as part of a broader corporate refinancing initiative, the Company has agreed terms with the Royal Bank of Canada ("RBC") for the provision of a US$900 million term loan and revolving credit facility to be fully underwritten by RBC (the "Facility").

Key Acquisition highlights

The Acquisition represents the Company’s largest acquisition to date and the Dana Board believes that the Acquisition provides significant operational and financial benefits, including:

  • providing Dana with a significant growth step in a third core area in Europe and a complementary asset base in the North Sea
  • providing Dana with an additional 31 million barrels of oil equivalent (“mmboe”) of proved and probable (“2P”) reserves and 51 mmboe of proved, probable and possible (“3P”) reserves at 31 December 2009, and unrisked prospective resources of up to a further 67 mmboe across the Petro Canada Netherlands portfolio (20 mmboe on a risked basis)
  • Petro Canada Netherlands’ net production this year, to end April 2010, averaged 12,136 boepd with the annual maintenance shut-downs on the De Ruyter and Hanze fields yet to occur
  • increasing Dana’s previous 2010 production guidance by some 10-12% on an annualised basis, subject to timing of deal completion. Dana estimates that its production will increase by 8,000-9,000 boepd in 2011, equivalent to a 20-25% increase in previous guidance for the Dana Group, with a production increase of 10,000-14,000 boepd in 2012 as new projects are brought onstream in The Netherlands
  • increasing Dana’s total number of producing fields to 54 from 36 currently, (this includes 15 new offshore fields and 3 new onshore fields)
  • bringing to Dana an experienced management team with significant regional North Sea operating experience, based in The Hague
  • has a purchase price equivalent to approximately US$ 12.16 per barrel of 2P reserves, based on the Adjusted Consideration (discussed further below) and excluding the Alkmaar (PGI) project which has no underlying reserve component

Petro Canada Netherlands has interests in a number of currently producing fields, namely the De Ruyter (54.07%) and Hanze (45%) oil fields which are both operated by Petro Canada Netherlands, the Petro Canada Netherlands operated Hanze gas field (27%) and a number of non-operated gas interests in the L05b&c (30%) and L08b area (25-30%) operated by Wintershall, and the P15 area (9-11%) and P18 area (0.7-4%) operated by the Abu Dhabi National Energy Company (“TAQA”). In addition, Petro Canada Netherlands has a 12% equity interest in the Alkmaar ("PGI") gas storage project operated by TAQA. Gas production in the Netherlands has the added benefit of a strong oil price linkage in the commercial gas sales agreements.

The Dana Board believes that Petro Canada Netherlands has a proven track record in operations and project development as a self-sufficient operating company. This has been driven by rigorous and well established management systems and health, safety and environment procedures and protocols, and is supported by a highly experienced and well qualified work force.

The Dana Board believes that there is the opportunity to create significant additional value for Dana shareholders from the existing Petro Canada Netherlands portfolio. The Dana Board anticipates that this would be achieved via developments in the core areas and exploration centred around existing infrastructure hubs. Medway in the De Ruyter Area offers near term production through an integrated oil and gas development with start up planned for 2012. The recent L06-B HPHT gas discovery should provide further reserves growth in the L05, L06, L08 areas, whilst the L06-LS5 exploration prospect, which is currently being drilled, should also provide further upside potential.

Full details of Petro Canada Netherlands’ reserves and resources, including an independent economic evaluation thereof, will be set out in a Competent Person’s Report on Petro Canada Netherlands to be included within the Circular.

Finance for the Acquisition and for the Group’s ongoing corporate requirements will be provided by RBC, through a fully committed and underwritten US$900 million Facility comprising a four year term loan of US$300 million and a five year US$600 million revolving credit facility, which the Dana Board believes have been procured on competitive terms. The Facility, which will be syndicated in due course, has been sized to provide funding for the Company’s anticipated development spend profile over the coming years in connection with the Western Isles and Barbara/Phyllis projects in the UK; to provide capacity to re-finance the Group’s convertible bond should bondholders exercise the investor put in July 2012; to provide for up to $50 million of letters of credit and for general corporate purposes.

Availability of the Facility is subject to terms and conditions typical for a facility of this nature, including the finalisation of the Facility documentation and satisfactory conclusion of due diligence by RBC.

Commenting on the Acquisition, Tom Cross, Chief Executive Officer of Dana, said:

“This transaction represents Dana’s fourth international acquisition in the past three years and is the most significant and exciting development in the Company’s history. It builds upon our portfolio approach to the E&P business and provides a significant production and reserve growth step for the Group. In addition, the Acquisition adds considerably to our operating capability in the North Sea, better positioning Dana to capitalise on the operated developments emerging from our own organic portfolio and to pursue further operated opportunities in the future. It also extends our existing UK gas business, providing a European gas context and a first time exposure to gas storage technology and opportunities. Together with the Dana’s emerging gas development potential in the Nile Delta and offshore Morocco, the Group will, following completion of the Acquisition, be more balanced with an approximately 60:40 oil:gas ratio in terms of 2P reserves and approximately 70:30 oil:gas ratio in terms of near term production.

We are also further developing our relationship with RBC, first established with the Bow Valley acquisition in 2009. RBC has agreed to underwrite the debt facility for the Acquisition. This facility will address our financing needs for the foreseeable future, whilst allowing us to drive forward our exploration programme and to continue to review selected value-adding growth opportunities.

RBC Capital Markets is joint financial advisor on the transaction alongside RBS Hoare Govett. Going forward, RBS Hoare Govett and RBC Capital Markets will be joint brokers to Dana and we look forward to building upon these relationships.”

Background to and reasons for the Acquisition

Dana’s strategy is to build a balanced portfolio of assets at all stages in the exploration and production life-cycle. As at 31 December 2009, the Group had proven and probable reserves of 223 million barrels of oil equivalent and is producing from 36 oil and gas fields across four countries. In addition, Dana has a full and ongoing programme of field development opportunities and an active exploration drilling programme, with a total of 18 exploration wells planned for 2010, offering the potential for material additions to the Group’s reserves and resources base.

As part of this strategy, and alongside the Group’s commitment to achieving organic growth through development and exploration activities, the Dana Board seeks to identify opportunities to acquire reserves and production on a commercially attractive basis. The Board believes that the Acquisition represents an important step in the execution of this strategy. The Acquisition will significantly add to the Group’s reserves and production, introduce further diversity into Dana’s existing portfolio and provide a focused growth step in The Netherlands with immediate scale, existing infrastructure and operating capability.

Information on Petro Canada Netherlands

Petro Canada Netherlands is a wholly-owned subsidiary of Petro Canada (International) Holdings BV, which in turn is a wholly owned subsidiary of Suncor, the Canadian integrated energy company, and includes all of Suncor’s assets in The Netherlands. This sale is part of Suncor’s publicly announced divestment programme following its merger with Petro Canada in 2009.

Each of Petro Canada Netherlands’ principal areas of operation are described in more detail below.

  • De Ruyter Area (including the Medway development)

The De Ruyter Area is located in the southern part of the Dutch North Sea and comprises five main blocks, P08c, P10a, P10b, P11b and P14a, all currently operated by Petro Canada Netherlands.

The key producing asset in the area is the De Ruyter oil and gas field, which has been developed with a single steel Gravity Based Structure ("GBS") platform and is currently producing from three wells. Oil is stored in the GBS and exported via shuttle tanker. Gas is exported via the Wintershall operated P12-SW and P6-A platforms before onwards export to shore via the NGT pipeline system. Net 2010 production from the De Ruyter Area to end April has averaged 4,664 boepd.

A number of oil and gas discoveries have been made in the De Ruyter Area, the most significant being the nearby Van Nes (gas) and the Van Ghent (oil and gas) discoveries that together form the Medway Development Project. This integrated oil and gas project will utilise the existing De Ruyter facilities. Project sanction is expected to be in Q3 2010, with first production in early 2012.

A number of discoveries and exploration prospects and leads have also been identified in the greater De Ruyter Area that, once matured as projects, could potentially be developed as satellite fields. The Medway Project is being designed to accommodate the tie-in of any future discoveries.

  • Hanze Area

The Hanze Area is located in the northern part of the Dutch continental shelf and consists of the operated F02a and F06b blocks as well as the non-operated B17a licence. Block F02a contains the main producing assets, the Hanze oil field and the F02a Pliocene gas field. Net 2010 production from the Hanze Area to end April has averaged 3,236 boepd. Both fields are produced via the F2-A Hanze GBS platform, which is very similar to De Ruyter, allowing for ongoing operational synergies. Oil is stored in the GBS platform and exported by shuttle tanker, while the gas is exported via the NOGAT pipeline system.

The Dana Board anticipates that future growth in the area will come from further development and exploration activity and, following completion of the Acquisition, intends to use the Hanze platform as a central processing hub. Block F06b contains the Huygens prospect that is likely to be drilled later in 2010 or early 2011. In addition, Block B17a currently has a Production Licence Application pending for the B17a Shallow Gas discovery (B17-A). The Dana Board believes that Block F02a also contains additional prospects (with unrisked resource potential of 21 mmboe) in the Jurassic and Chalk reservoirs as well as other shallow gas anomalies highlighted on the processed seismic survey.

The L05/L06/L08 Area (“L Area”) is located in the central part of the Dutch Continental Shelf. The L Area comprises six blocks: L05b, L05c, L06a, L06b, L08b and L16a all currently operated by Wintershall. The L Area is managed as a group of fields with central processing of gas on the manned platform L8-P4 and export route via the NGT pipeline. L8-P4 is owned by the L08b licence holders who operate and maintain the platform as per the L8-P4 service agreements.

The principal fields in this area are the mature Rotliegendes (dry) gas fields in the L08b/L05c licences and the recently developed deep HPHT Rotliegendes (dry) gas fields in the L05b/L06b licences. The key producing assets are the L05-B and L05-C HPHT fields, the L08-A-West field, the L08-P1 field, and the L08-P3 and L08-P4 unitised fields. Net 2010 production from the L Area to end April has averaged 3,786 boepd.

Wintershall has recently applied for a production licence for the area containing the recent L06-B HPHT gas discovery. This field will be tied back to the L8-P4 platform and field development is pending completion of the L06-LS5 well. The scale of the development will be dependent upon the results from this low risk exploration well.

The Dana Board believes that future growth from the L Area is likely to come from the L06-B development and drilling up of a number of further, low risk, gas prospects around the area. Total net unrisked resources for the L Area are approximately 25 mmboe.

The P15/P18c Area is located in the southern part of the Dutch North Sea and comprises four main blocks: P15a, P15b, P15c and P18c, all currently operated by TAQA. In addition, there are two unitised areas – the P15-E Unit and the P18a-P18c Unit in which Petro Canada Netherlands participates. The P15/P18c Area has seven platforms (three main and four satellites) and three subsea completions. Common gas processing is handled on the P15-D platform which also provides third party gas processing for nearby NAM Q16 field. Gas export is via a dedicated pipeline to Maasvlakte near Rotterdam.

Within the licence areas, Petro Canada Netherlands has minority equity interests in three companies which hold participating interests in eight mature gas fields (13 producing wells).

Due to the maturity of the assets, the Dana Board believes that any upside potential is likely to come from field extension through well workovers and production optimisation. In addition, the Dana Board understands that the operator of the P15/-18c Area, TAQA, is currently investigating a range of re-use options, including carbon capture and sequestration, which may, in the event these re-use options are implemented, have the dual benefits of generating new income and deferring abandonment. The Petro Canada Netherlands operated Tromp prospect in the neighbouring P14a licence also extends into P15a licence.

  • Onshore Licences – Bergen II Concession and Alkmaar PGI gas storage project

The TAQA operated Bergen II Concession is located near the city of Alkmaar in the Netherlands. The concession includes nine developed gas fields and the Heiloo discovery. Given the maturity of the area, only three of the nine fields are still producing.

Net 2010 production from the P15/P18c Area and the onshore Bergen area to the end of April has averaged 375 boepd.

The Alkmaar field is being used for gas storage. The Alkmaar field was converted to storage in 1996 and is the most significant asset in the area. The asset is now known as the Peak Gas Installation (“PGI”) storage facility. The PGI storage facility generates a cashflow that is not linked to commodity prices. Transport, processing and compression services for the Bergen II Concession are provided by the Bergen Drying Facility in Koedijk with evacuation into the Gasunie gas grid.

The PGI storage facility is expected to continue to generate steady cashflow until March 2017 when the current contract (fixed fee capacity agreement) expires. The PGI storage facility offers the opportunity for expansion of the current facility and capacity as well as the possibility of an extension of the current contract beyond March 2017.

Management

The Dana Board believes that Petro Canada Netherlands has a strong technical and operational management team with extensive experience in the upstream oil and gas industry, operating from the company’s office located in The Hague. The Petro Canada Netherlands management team is assisted by an experienced administrative and support team. In total, Petro Canada Netherlands employs 165 members of staff, of whom 83 are permanent staff, 22 are contractors and 60 are service provider contractors. In addition, the current Petro Canada Netherlands workforce includes three employees with a UK-based employment contract. These individuals are currently employed by another Suncor group company. For a period of six months after completion of the Acquisition, Suncor will continue to provide these three individuals to Dana.

Petro Canada Netherlands’ management systems, and in particular the company’s HSE systems, have been recognised as ‘best in class’ both within the Suncor group and by the Dutch authorities.

Financial information

For the year ended 31 December 2009, Petro Canada Netherlands’ average daily production was 14,589 boepd and this generated profits before tax of €123.4 million. As at 31 December 2009, Petro Canada Netherlands had gross assets of €166.8 million.

This financial information has been extracted directly from the annual report of Petro Canada Netherlands for the year ended 31 December 2009 which is stated as being prepared in accordance with Part 9, Book 2 of the Dutch Civil Code and Dutch GAAP. Gross assets are stated at historical cost and do not reflect the fair value accounting undertaken by Suncor in connection with its acquisition of the Petro Canada group during 2009.

A full three year pro forma financial track record for Petro Canada Netherlands, prepared in accordance with International Financial Reporting Standards as adopted by the EU and using the accounting policies adopted by Dana, will be set out in the Circular. For the reasons outlined, the Dana Board notes that the financial information on Petro Canada Netherlands presented in the Circular could differ materially to the financial information set out above.

Terms of the Acquisition

The Acquisition will be effected through a sale and purchase agreement (“SPA”) between Dana Petroleum (E&P) Limited, as the buyer, and Petro Canada (International) Holdings B.V., as the seller. The SPA contains customary provisions for a transaction of this nature in the oil and gas sector. The obligations of Dana Petroleum (E&P) Limited and Petro Canada (International) Holdings B.V. are guaranteed in the SPA by Dana and Suncor respectively.

The Adjusted Consideration will be a cash payment by Dana at completion of approximately €328 million1. The Adjusted Consideration is calculated by taking the headline consideration amount of €445 million at 1 January 2010 and deducting an amount equal to the sum of the debt owed by Suncor to Petro Canada Netherlands as at 31 December 2009 and the post tax cashflow generated by Petro Canada Netherlands between 1 January 2010 and the date of completion of the Acquisition. Certain other adjustments will also be taken into account in determining the Adjusted Consideration payable on completion of the Acquisition. The total adjustments are currently estimated to be approximately €117 million (approximately £96 million or US$ 140 million), resulting in the Adjusted Consideration payable at completion to Petro Canada (International) Holdings B.V. being €328 million (approximately £270 million or US$ 393 million) assuming completion occurs at the end of July 2010.

The SPA is conditional upon approval of the Acquisition by Dana shareholders. Dana will be liable to pay a break fee of €8 million in the event that Dana shareholder approval is not received or Dana is otherwise in material breach of its obligations under the SPA and there has been no other event which would have otherwise caused the Acquisition not to complete. The break fee will be placed in an escrow account. In the event that a material adverse change event occurs, defined in the SPA as an event affecting the key operated assets of the De Ruyter and Hanze Areas and where such event results in certain financial thresholds being breached, Dana has the ability to terminate the SPA.

The SPA also contains customary provisions and protections for Dana in relation to the manner in which Petro Canada Netherlands may conduct the business in the period between signing the SPA and completion of the Acquisition.

A more detailed summary of the SPA will be set out in the Circular.

Financing of the Acquisition

In connection with the Acquisition, and as part of a broader corporate refinancing initiative, RBC will provide a committed and fully underwritten US$900 million term loan and revolving credit facility. The Facility comprises a four year term loan of US$300 million and a five year US$600 million revolving credit facility. The Facility, which will be syndicated in due course, has been sized to provide funding for the Company’s anticipated development spend profile over coming years in connection with the Western Isles and Barbara/Phyllis projects in the UK, to provide capacity to re-finance the Group’s convertible bond should bondholders exercise the investor put in July 2012, and to provide for up to US$50 million of letters of credit and for general corporate purposes.

The Facility will be utilised to re-pay and re-finance the Company’s existing revolving credit and letter of credit facilities. Availability of the Facility is subject to terms and conditions typical for a facility of this nature, including the finalisation of the Facility documentation and satisfactory conclusion of due diligence by RBC.

Financial effects of the Acquisition

The Dana Board expects the Acquisition will enhance earnings per Dana share in the first full year following the Acquisition3, and that the enlarged group capital expenditure will increase to approximately £253 million for 2010 and £350 million for 2011.

Advisors

In connection with the Acquisition, RBS Hoare Govett and RBC Capital Markets are acting as joint financial advisors to Dana and Allen & Overy LLP are acting as legal advisors to Dana. McGrigors LLP advised Dana on legal aspects of the new Facility. In addition, Dana has been assisted by Ernst & Young LLP, for financial and tax advice, and by Aon Energy, in respect of insurance advice.


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