Dana Acquires UKCS Interests from Petro-Canada UK Limited for $372 Million


Dana  announced that the Company (through its subsidiary Dana Petroleum (E&P) Limited) has entered into an agreement with Petro-Canada UK Limited (“Petro-Canada UK”), a wholly owned subsidiary of Suncor Energy Inc. (“Suncor”), to acquire Petro-Canada UK’s interests in certain UK assets (the “PCUK Assets”) for a cash consideration of £240 million (approximately $372 million) (the “Acquisition”).

The cash consideration will be adjusted at completion for various working capital balances at 1 July 2010 and movements in the interim period which are expected to result in a net benefit to Dana. In addition, on completion Dana will also gain additional UK capital allowances of £60 million.

The package consists of two main production hubs in the UK Continental Shelf (“UKCS”). These are the Petro-Canada UK operated fields around the Central North Sea Triton Area and the Nexen-operated Scott/Telford Moray Firth fields. Additionally, the Acquisition includes the prospective Inner Moray Firth exploration portfolio.

Key Acquisition Highlights

The Acquisition provides to Dana significant technical, operational and value benefits, including:

*an additional 33.5 million barrels of oil equivalent (“mmboe”) of proven and probable reserves and 44.3 mmboe of proven, probable and possible reserves as at 1 July 2010. The additional proven and probable and possible reserves have been    evaluated by an external, independent expert, Senergy (GB) Limited (“Senergy”), and Senergy has valued the proven and probable assets at £368 million using a Brent oil price forecast as specified in the report and valued the proven and probable and possible assets at £555 million1;

*an ability to rapidly utilise the £60 million of capital allowances, received as part of the Acquisition, due to the high level of cash generation from the producing assets;

* an attractive acquisition price equivalent to approximately US$11.1 per barrel of proven and probable reserves, based on the £240 million consideration and, after accounting for post-tax synergies, falling to less than US$10 per barrel;

* additional net production to Dana of approximately 20,000 barrels of oil equivalent per day (“boepd”) upon completion, an increase of approximately 40% on Dana’s current production giving a predicted exit production rate at the end of 2010 for Dana of approximately 70,000 boepd;

* additional value in the development and exploration portfolio, with discoveries including the Surprise, Nutmeg, Dee and Maria fields adding 44.4 mmboe of Contingent Resources and an unrisked prospective exploration resource portfolio totalling 57 mmboe;

* an immediate, significant contribution to Dana’s existing portfolio, with an expected enhancement of earnings per Dana share in the first full year following the Acquisition;

* a predominantly oil based production portfolio with oil comprising 95%of the proven and probable reserves;

* an increase in Dana’s total number of producing fields from 55 to 63 providing further opportunities to enhance future production performance;

* two further significant production hubs in Dana’s core North Sea area, including the operatorship of five subsea fields in the Central North Sea, strengthening Dana’s existing North Sea operating capabilities; and

* the opportunity to create significant additional value via infill drilling and production optimisation in the producing fields, potential developments in the core areas and exploitation of the exploration prospectivity, particularly in the Petro-Canada UK operated Inner Moray Firth area.

Finance for the Acquisition will be provided by the Royal Bank of Canada Europe Limited (“RBC Capital Markets”) and certain other banks, who are lenders under Dana’s existing US$900m facility, via a US$300 million extension of Dana’s existing facility. The enlarged facility of US$1.2 billion will allow Dana to fund the Acquisition, maintain its planned development and exploration expenditure and should also ensure that Dana retains the capacity to re-pay the 2.90 per cent. convertible bonds, issued by Dana Petroleum (Jersey) Limited and guaranteed by Dana, should bondholders exercise the investor put set out in the terms of the convertible bonds in July 2012.

Given the requirement for third party consents, regulatory approvals and the existence of certain pre-emption rights under the terms of the relevant Joint Operating Agreements relating to the PCUK Assets, Dana expects the Acquisition to complete before the end of 2010. The effective date of the Acquisition will be 1 July 2010.

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

“Dana’s acquisition of these Suncor UK assets is strongly value accretive. The Acquisition is directly in line with our strategic goals of increasing Dana’s operated North Sea reserves and production. With this deal, Dana becomes a much stronger business, increasing our OECD oil production and cash flow significantly. By year-end 2010, our total daily production will have risen to around 70,000 boepd, which is nearly double the production rate at the start of the year.”

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. Following the acquisition by Dana and its subsidiary undertakings (the “Group”) of Petro Canada Netherlands B.V., which completed on 13 August 2010, the Group increased its proven and probable reserves to an estimated 254 mmboe and is currently producing from 55 fields. Dana also has a full and on-going programme of field development opportunities and on 11 August 2010 announced first gas production from phase one of the Babbage field development in the Southern North Sea. In addition, Dana has an active exploration drilling programme, with a total of 22 exploration wells (including Dana Petroleum Netherlands B.V.) planned for 2010, offering the potential for material additions to the Group’s reserves and resources base with six discoveries in 2010 to date. These discoveries deliver 23 mmboe of proven and probable reserves.

As part of Dana’s strategy, and alongside the Group’s commitment to achieving organic growth principally through development and exploration activities, Dana seeks to identify opportunities to acquire reserves and production on a commercially attractive basis. The board of directors of Dana (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, extend the Group’s core operating area of the North Sea, provide synergies with its existing portfolio of assets and further strengthen the Group’s operating capabilities in the UKCS.

Information on Petro-Canada UK Assets

Petro-Canada UK is a wholly-owned subsidiary of Suncor, the Canadian integrated energy company. The sale is part of Suncor’s planned divestment programme following its merger with Petro-Canada in 2009.

Triton Oil Producing Area

The Triton area is located in the UKCS Central North Sea and comprises blocks 21/24a, 21/29a, 21/29b, 21/25, 21/30 21/23, 29/1a and 29/1b. The Triton area consists of the Petro-Canada UK operated fields of Guillemot West (90%) and Northwest (90%), Clapham (100%), Saxon (100%) and Pict (100%) and the Shell operated Bittern field (4.67%). All fields are tied back via sub-sea infrastructure to the Hess-operated Triton floating production, storage and offloading vessel (“FPSO”), in which Petro-Canada UK owns a 33.11% interest. Evacuation of the oil from the FPSO is via shuttle tankers, whilst gas is evacuated via the Fulmar Gas line to St Fergus. Current net production from the Triton area is approximately 17,500 stb/d.

The Board anticipates that future upside in the area may come from increased production by the de-bottlenecking of the Triton FPSO facilities and potential third party business from nearby developments. The de-bottlenecking of the Triton facilities, which is subject to further technical review and Board approval, has the potential to improve current production rates from the Guillemot Area fields. In addition, infill drilling opportunities exist in the Guillemot West, Northwest and Bittern fields.

Scott/Telford Oil Producing Area

The Scott/Telford Area is located in the Outer Moray Firth Area of the UKCS and is operated by Nexen. The Scott field (20.64%), straddling blocks 15/21a and 15/22b, has been developed by means of two bridge linked platforms, with oil exported via the Forties Pipeline System and gas exported via SAGE to St Fergus. The Telford field (9.43%) lies 10km to the south of Scott, across blocks 15/21a and 15/22b, and has been developed as a subsea tie-back to the Scott Production Platform. A recent well in the east part of the Telford field has demonstrated significant further potential in the field.

Production restart from the Scott and Telford fields is imminent, following a shut-in on the 12 July 2010 due to the failure of an actuator on a valve at the Forties Unity Platform, where the Scott field ties in to the Forties Pipeline System. Net production from the field, prior to shut-in, was approximately 5000 stb/d.

Nearby blocks in the area, at 15/18a and 15/28b, offer additional oil potential with existing discoveries and prospects identified. Further scope for third party business also exists across the Scott platform. Given this and the recent Telford well results, abandonment of the Scott platform is not expected until after well beyond 2018.

Inner Moray Firth Exploration Area

The Inner Moray Firth Exploration Area is located around quadrants 12 and 13, approximately 50km from St Fergus and 25km from the Captain field. A number of discoveries exist in this highly prospective area including the Surprise, Nutmeg and Dee oil fields.

Management and employees

A small number of key personnel based in Aberdeen will transfer across from Suncor to Dana under the Transfer of Undertakings (Protection of Employment) regulations (“TUPE”).

Source: DanaPetroleum, September 9, 2010:

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