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
mmboe[1] of 2P oil and gas reserves with
an estimated value (NPV10) of $10.5 billion[2]. 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 resources[3].
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.
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Enquiries
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Harbour Energy plc
Elizabeth Brooks, Head of Investor
Relations
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+44 (0) 20
3833 2421
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Brunswick (PR advisors)
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+44 (0)
207 404 5959
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Patrick Handley, Will
Medvei
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Financial Advisors on the transaction:
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Barclays (Joint Financial Advisor and Sole
Sponsor)
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+44 (0) 20
7623 2323
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Michael Powell, Ben Plant
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J.P. Morgan Cazenove (Joint Financial
Adviser)
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+44 (0) 20
3493 8000
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James Janoskey, Daniel
Apa
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Harbour Energy corporate brokers:
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Barclays
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+44 (0) 20
7623 2323
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Robert Mayhew, Tom
Macdonald
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Jefferies
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+44 (0) 20
7029 8000
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Sam Barnett, Will Soutar
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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.