Information Notice - Questions into the sale of DNO`s shares in Det Norske Oljeselskap ASA (DETNOR)
Who made the decision to sell?
Why was the DETNOR shares not dividended to the shareholders?
On the 17th August 2011 DNO made a decision to sell its 11.6% equity stake in DETNOR. The sale was made on the same day that DETNOR announced the discovery of the giant Aldous Field connected to the Avaldsnes Field and resulted in a potential loss to DNO shareholders in excess of half a billion NOK.
Prior to the sale DNO did not contact the DNO shareholder represented on the Board of DETNOR.
DNO`s strategy up to the share sale was to invest in DETNOR with Aker Capital to grow DETNOR into the second largest oil company in Norway after Statoil. Together with Aker, DNO shared the view that the upside on the Norwegian continental shelf is enormous, and through its joint shareholding in DETNOR both companies hoped to share the benefits of the significant potential of the Norwegian Continental Shelf.
Prior to the DNO/RAK merger proposal, DNO had more than sufficient capital to take part in onshore developments and exploration in the Middle East and North Africa, including the Kurdish region as well as supporting DETNOR in its further evaluation of the upside both in the Aldous field and other discoveries it had made and was due to develop.
At the time of the DNO’s share sale, DETNOR’s share of the reserve estimate of 400-800 million barrels in the Aldous discovery was for an informed investor on the low side, as most commentators anticipated the field would have the potential to deliver reserves in excess of 1 billion barrels.
Given the urgency of the share sale by DNO, and a sale prior to the appraisal of the full potential upside of the discovery, it must have been triggered by a requirement for funds for the drilling of the Saleh 5 well, the redevelopment of the Saleh field and other costly offshore wells for the RAK low value licenses. If the merger is approved, DNO must fund the RAK licenses at a capital expense in excess of several hundreds of millions USD from the “Effective Date” 1. July 2011.
Given that RAK`s 2011 half years accounts published on the 30th of June show that it only had cash of about USD 10 million, this plus income from its production was insufficient for the capital required for the Saleh 5 well. DNO is encouraged to provide the facts to the DNO shareholders on the cost and the financing of RAK’s well.
On the 17th August 2011 according to the “Prospectus Equivalent” document page 104, DNO announced the sale of 12 954 478 shares at an agreed price of NOK 40,25 giving gross proceeds of NOK 521 million and an accounting gain of NOK 255 million.
On 24th October 2011, the share price of DETNOR was approximately NOK 84-85 per share or more than 100% higher than at the 17th of August sale representing a loss for the DNO shareholders of more than ½ billion NOK (>500,000,000)
Petrolia Invest AS therefore requires on item 4 of the Agenda for the EGM on the 1st November 2011, or before, a written response to the following questions:
- Who made the decision to sell the shares?
- How and at what time was the decision made?
- Was there a Board Resolution before the sale was decided? If so please provide a copy of the Board Resolution.
- What was the justification for changing the strategy of selling out of DETNOR in Norway and when and by whom was the strategy change made?
- The 3 independent Board members have the majority of the Board of Directors. As the funds from a sale of DETNOR share are required to fund the RAK licenses, the decision on the sale may be considered a related party transaction.
Why did the 3 independent directors not propose a dividend of the DETNOR shares so that each of the 15.000 DNO shareholders for themselves could make the decision to sell DETNOR shares or have an interest in the Aldous field, the first “Elephant” discovery in Norway since the 80`s?
In this way RAK could have sold their 30% of DETNOR shares and used the funds for their own low value, risky licenses.
VOTE NO TO THE DNO RAK MERGER
http://rejectrakmerger.wordpress.com/