ENQUEST COMPLETES ACQUISITION OF STRATIC ENERGY CORPORATION
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Independent oil and gas production & development company, EnQuest PLC (“EnQuest”) announced on 3 August 2010 that it had entered into an Arrangement Agreement (the “Arrangement Agreement”) to acquire the entire issued share capital of Stratic Energy Corporation (“Stratic”) (the “Acquisition”). EnQuest now reports that it has completed this acquisition.
HIGHLIGHTS OF THE ACQUISITION
- EnQuest has acquired Stratic in a transaction recommended by Stratic’s Board
- the acquisition increases EnQuest’s North Sea 2P reserves by 7.27MMboe
- at the time of the announcement in August, the purchase price equated, adjusted for tax, to paying US$11.2 per barrel of 2P reserves
- the acquisition consolidates EnQuest’s 27.7% position in West Don with an additional 17.25% working interest
- it provides EnQuest with a substantial 19% interest in the Crawford field development
EnQuest has completed the acquisition of 272,635,224 common shares of Stratic, being all of the outstanding shares of Stratic, through a plan of arrangement (the “Plan of Arrangement”) effective 5 November 2010 under the Business Corporations Act (Yukon). As announced on 3 August 2010, Stratic shareholders receive 0.089626 EnQuest Ordinary shares per Stratic share. Based on EnQuest’s average closing price on the London Stock Exchange between 28 July to 2 August 2010, this equated to an offer of 17.00 Canadian cents for each existing Stratic share, and valued the issued and to be issued share capital of Stratic at approximately US$45.7 million.
It was also announced on 3 August 2010 that as part of the transaction EnQuest is refinancing Stratic’s US$74.7 million net debt (as at 30 June 2010).
Stratic shareholders receive a total of 24,434,983 EnQuest ordinary shares and it is expected that at 8:00 AM Monday 8 November 2010, these will be admitted to the Official List and to trading on the London Stock Exchange. Following admission of these shares, EnQuest’s issued share capital will consist of 799,462,905 shares with voting rights.
The transaction constitutes a change of control of Stratic for the purposes of Stratic’s outstanding convertible notes and convertible debentures, requiring Stratic to make offers to purchase such securities in accordance with their terms. EnQuest intends to cause Stratic to make such offers and acquire such securities for cash consideration.
All outstanding stock options of Stratic were cancelled on closing pursuant to stock option termination agreements entered into with holders of all outstanding Stratic options.
As a result of the Acquisition, EnQuest has become a reporting issuer in British Columbia, Alberta and Ontario. EnQuest is subject to the reporting requirements of the Financial Services Authority of the United Kingdom and the ongoing requirements of the London Stock Exchange (collectively, the “UK Requirements”). EnQuest will comply with the UK Requirements in connection with its oil and gas activities rather than the requirements of the Canadian National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities.
For Stratic shareholders who may require assistance on processes surrounding this acquisition, please contact Equity Transfer & Trust Company at +1 (416) 361 0152 or Capita Registrars Limited at +44 (0) 208 639 3399.
For further information please contact:
EnQuest PLC Tel: +44 (0)20 7925 4900
Amjad Bseisu (Chief Executive Officer)
Jonathan Swinney (Chief Financial Officer)
Michael Waring (Head of Communications & Investor Relations)
Finsbury Tel: +44 (0)20 7251 3801
Notes to editors
EnQuest Background (reflects situation prior to the effects of this acquisition)
EnQuest PLC (www.enquest.com) is an independent oil and gas production and development company focused on the UK Continental Shelf (“UKCS”). Its assets include the Thistle, Deveron, Heather, Broom, West Don and Don Southwest fields. Gaffney, Cline & Associates (“GCA”) certified that as at 1 January 2010, EnQuest’s assets had total net proved plus probable oil and NGL reserves of 80.5MMBbl. As at 1 January 2010, GCA has also net certified oil and gas best estimate (2C) contingent resources for individual assets. The aggregate of the oil 2C contingent resources on an unrisked basis is 67.5MMBbl, and of the gas contingent resources is 30.6Bcf (See Note 1 below.)
On 6 April 2010, EnQuest was formed from the demerged UK North Sea assets of Petrofac Limited and Lundin Petroleum AB. EnQuest was admitted to trading on both the London Stock Exchange and the NASDAQ OMX Stockholm. On listing, EnQuest PLC went into the FTSE 250 index and OMX Nordix Index. Its assets include the Thistle, Deveron, Heather, Broom, West Don and Don Southwest fields. It has interests in 16 production licences covering 26 blocks or part blocks in the UKCS, of which 15 licenses are operated by EnQuest.
EnQuest believes that the UKCS represents a significant hydrocarbon basin in a low-risk region, which continues to benefit from an extensive installed infrastructure base and skilled labour. EnQuest believes that its assets offer material organic growth opportunities, driven by exploitation of current infrastructure on the UKCS and the development of low-risk near field opportunities, rather than exploitation of high-risk exploration opportunities.
EnQuest intends to deliver sustainable growth in shareholder value by focusing on exploiting its existing reserves, commercialising and developing discoveries, converting its significant contingent resources into reserves and pursuing selective acquisitions. EnQuest is focused on increasing production from its existing assets in its core hub areas. It believes that it has excellent operational, execution, subsurface and integration skills and it seeks to become the development partner of choice in the UKCS.
EnQuest believes that it has the technical skills, the operational scale and the financial strength to achieve its objectives and to take advantage of the production and development opportunities in the UKCS.
Note (1) GCA warns that there may be a significant risk that accumulations containing contingent resources will not achieve commercial production and that it is inappropriate to aggregate contingent resources.
Please note that EnQuest PLC is not in any way related to or affiliated with EnQuest Energy Services Corp.
Stratic is a Canadian incorporated oil and gas company currently focused primarily on the UK North Sea. Its shares were previously traded on the TSX Venture Exchange (ticker “SE”) and the AIM market of the London Stock Exchange (ticker “SE”).
Stratic has a 19% interest in licence P.209 covering Block 9/28a which contains the Crawford field (4.93MMBoe net 2P reserves) and 17.25% interest in the West Don oil field (2.34MMBoe net 2P reserves), which EnQuest operates and in which it already has a 27.7% working interest.
Stratic also has interests in other parts of the UK North Sea (including the Cairngorm and Bowmore discoveries), in the Dutch sector of the North Sea (Horizon West) and in its smaller residual interests in Slovenia and Morocco.
Over the last year Stratic has been implementing a disposal programme of its non-core assets outside the UKCS. In April 2010, it completed the sale of its Italian business for a cash consideration of €33.0 million. On May 7 2010, Stratic announced that it had reached agreement for the sale of its Turkish business for a cash consideration of $3.45 million.