Venture Production plc, the Aberdeen headquartered UK independent oil and gas production company, announces that it has entered into an agreement with N.V. Nuon Energy ("Nuon") to sell and farm-out a package of minority, non-operated interests in certain of its producing, development and exploration gas assets in the UK southern North Sea ("the Sale Package").
Venture is selling a 15% interest in the Chiswick and Stamford producing gas fields together with a 25% interest in the undeveloped Kew gas discovery. The Sale Package also includes 25% interests in the Battersea and Wandsworth exploration prospects which Venture expects to drill as part of the current southern North Sea drilling programme and which, if successful, could be tied-in to the existing Greater Markham Area ("GMA") infrastructure. Venture will continue to operate and hold majority stakes in each of the assets as well as operatorship of the GMA infrastructure through which they export. The consideration for the Sale Package is £96.5 million to be received in cash at completion and the Effective Date for the transaction is 1 January 2009.
At 31 March 2009, the Sale Package accounted for booked proven and probable gas reserves of 43.8 billion standard cubic feet of gas ("Bcf") and 700,000 barrels of gas condensate, net to the 15% interests in the Chiswick and Stamford fields that are being sold. This equates to approximately 8.0 million barrels of oil equivalent ("MMboe"). In the period from 1 January 2009 to 31 March 2009 the Chiswick and Stamford fields produced 198,000 boe net to the 15% interests being sold.
In addition, on 21 May 2009 Venture announced the successful appraisal of the Kew discovery and at 31 March 2009 Venture was carrying Contingent reserves of 8.0 Bcf or 1.3 MMboe for Kew, net to the 25% interest being sold. It is likely that these will now be recategorised as Probable reserves once final analysis of the well results has been completed.
The Chiswick and Stamford fields are expected to produce an average of just over 2,000 barrels of oil equivalent per day ("boepd") in calendar year 2009 net to the interests being sold and the Kew discovery is expected to be brought on stream once the Battersea and Wandsworth prospects have been drilled.
Operating Profits from the assets included in the Sale Package were £12.3 million in 2008 and the Gross Assets at 31 December 2008 were £42.4 million.
In addition to the partial asset sale, as part of a new gas basin partnership, Nuon has agreed to farm-in to two exploration wells to be drilled in the Greater Morpheus and Andromeda areas, parts of the southern North Sea where Venture plans a drilling campaign that will start in 2010. A disproportionate payment of 60% of exploration well costs will earn Nuon a 30% interest in each of the Greater Morpheus and Andromeda areas.
Venture is currently subject to an offer period as defined by the City Code on Takeovers and Mergers and, as a result, completion of the transaction remains subject to shareholder approval. Completion also remains subject to other customary regulatory and third party approvals but is anticipated to occur during the third quarter of 2009.
Commenting on the news, Mike Wagstaff, Chief Executive, said:
"In late 2008, and as indicated at our capital markets day back in November, we decided to start shaping our rapidly growing southern North Sea portfolio, potentially through a partial disposal and farm-out in 1H 2009. Our objectives for this process were to manage our exploration risk, release capital for reinvestment in future drilling and development, highlight the value we have unlocked in key assets and bring in a partner who is strategically aligned with us. In Nuon Energy and the package of southern North Sea gas assets included in today's announcement we believe we have identified an ideal gas basin partner and an investment package that we look forward to developing together rapidly over the coming years.
Less than half of the 2P reserves in the asset package we are selling today are developed and in production. However, with our planned Phase 2 development work on Chiswick, the potential to now develop the Kew discovery and a range of near-term exploration prospects close to existing infrastructure, this package mirrors the shape of Venture's overall business and so we look forward to applying our proven skill sets and operating experience to unlock its potential. We are also delighted to welcome Nuon Energy as a new field partner and aligned co-investor."
Øystein Løseth, CEO of Nuon, said:
"With this transaction, we increase our own gas production and thereby strengthen our position in the entire gas chain. The deal concerns interests in several gas fields in varying stages of development, including production, appraisal and exploration. This demonstrates Nuon's commitment to invest in the entire Exploration and Production cycle. In Venture, we have found a strategic partner with an outstanding track record who will help us achieve our objectives."
Transaction Summary
• Sale of 15% interests in Chiswick, Stamford producing fields.
• Sale of 25% interest in Kew discovery.
• 2 for 1 farm-ins to 30% of Greater Morpheus Area and Andromeda areas.
• Consideration £96.5 million to be paid in cash at completion.
• Effective Date 1 January 2009.
• Completion adjustments will include normal elements covering working capital movements in the period between the Effective Date and completion which will include payment of approximately £10 million representing 25% of the recently drilled Kew appraisal well.
Background
• Venture acquired its interests in Chiswick, Kew, Battersea and Wandsworth through its acquisition of CH4 Energy Limited in August 2006.
• Licence interests containing the Chiswick discovery had been owned by more than a dozen separate companies before Venture became operator and successfully developed the field with first gas achieved in September 2007.
• The second well in Phase 1 of the Chiswick development came into production in February 2008 and Venture plans to develop Phase 2 by drilling between three and five in-fill wells to drain additional fault blocks.
• The Stamford licence interest was awarded to Venture in February 2007 and the field appraised and brought into production in early December 2008.
• Venture acquired its interests in the Greater Morpheus Area through its acquisition of WHAM Energy plc announced in August 2007 and through acquiring the interests of Tullow Oil in June 2008 and the interests of Dana Petroleum and Ithaca Energy in December 2008.
• Venture acquired its interests in the Andromeda Area through its acquisition of WHAM Energy plc announced in August 2007.
• Venture acquired the remaining 5% in the Chiswick field in March 2008 through buying out a minority partner.
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