Oil&gas Regs Regulatory News (OGDC)

This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. This release does not constitute an offer of securities for sale in any jurisdiction, including in or into the United States ("US"), Canada, Japan, the People's Republic of China or Australia (other than to persons in Australia to whom an offer of securities may be made without a disclosure document in accordance with chapter 6D of the Corporations Act 2001).

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire the Securities (as defined herein)pursuant to the proposed Offer (as defined herein) will be made, and any investor should make his investment decision solely on the basis of the information that is contained inthe international offering memorandum (the "Offering Memorandum") and/ or the domestic offer for sale document (the "OFSD"), each to be published by Oil and Gas Development Company Limited ("OGDCL") in due course. The Offering Memorandumis to be published in connection with the listing and trading of the GDSs (as defined below) on the London Stock Exchange (the "Admission"). The OFSD is to be published in connection with the listing and trading of the Shares (as defined below) on the Karachi Stock Exchange Limited, the Lahore Stock Exchange Limited and the Islamabad Stock Exchange Limited. Copies of the Offering Memorandum and the OFSD will, following publication, be available from the registered office of OGDCL, at Oil and Gas Development Company Limited, OGDCL House, Plot No.3, Jinnah Avenue, Blue Area, Islamabad, Pakistan.

The information contained herein is not for publication or distribution in the United States of America. These materials do not contain or constitute an offer of securities for sale in the US. The Securities referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold in the US absent registration under the Securities Act or an available exemption from it. OGDCLand the selling security holders do not intend to register the Securities or conduct a public offering in the US.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). The Securitiesare only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In any European Economic Area Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.

OGDCL announces bookbuilding to commence for secondary offering

3 November 2014: Oil and Gas Development Company Limited ("OGDCL"), Pakistan's largest[1] oil and gas exploration and production company, today announced that it will commence bookbuilding on November 5, 2014 for the secondary offering of its ordinary shares ("Shares") and global depositary shares ("GDSs") representing Shares(the "Offer"),which launched on October 2, 2014.

The outline timetable for the remainder of the transaction is as follows:

For further information please contact:

Xenith PR (Pakistan)

Shafia Agha +92 21 358 74867, +92 321 202 7472

Capital MSL (International)

Nicholas Bastin +44 203 219 8814, +44 7931500066

Simon Evans +44 203 219 8809, +44 7812590682

Richard Gotla +44 203 219 8819, +44 7580576179

About OGDCL

OGDCL is Pakistan's largest[2] oil and gas exploration and production company. Its primary focus is on natural gas and it holds the largest portfolio of gross recoverable hydrocarbon reserves in Pakistan, at 41% of gas and 58% of oil reserves respectively, as of December 31, 2013.[3]

As of July 1, 2014, OGDCL had proved net gas reserves of 363.17 MMboe and proved and probable net gas reserves of 736.97 MMboe. In addition, it had proved oil and condensate reserves of 96.84 MMbbl and proved and probable oil and condensate reserves of 202.13 MMbbl.[4]

On a net basis[5], in FY 2014 OGDCL grew production volumes of natural gas by 6% to 428,249 MMscf, from 404,560 MMscf in FY 2013. Production volume of crude oil grew by 3% to 15,086 MMbbl for FY 2014, compared to 14,637 MMbbl for FY 2013.

Founded in 1961 as a statutory corporation to undertake the exploration and development of oil and gas resources in Pakistan, it was reorganised as a public limited company in 1997. Initially 100% owned by the Government of Pakistan, 5% of OGDCL was divested by way of an IPO on the Pakistan Stock Exchanges in October 2003. This was followed by the sale of approximately 10% of its stake in OGDCL in 2006, the vast majority of which (approximately 95%) was listed on the London Stock Exchange in the form of Global Depositary Shares. A further 10% of shares were transferred to the OGDCL Employee Empowerment Trust in August 2009 as required by new government legislation.

About the Offer

· The Offer will represent up to 10% of the Government of Pakistan's shareholding in OGDCL, comprising up to 322,460,900 Shares, which corresponds to c. 7.5% of the total share capital of OGDCL.

· The Offer consists of (a) an international institutional offering (the "International Institutional Offer"), in the form of Shares and GDSs, to international institutional investors, including: (i) to Qualified Institutional Buyers in the United States ("US"), as defined in and in reliance on Rule 144A of the U.S Securities Act of 1993, as amended (the "Securities Act"); and (ii) outside the US, to certain persons in offshore transactions under Regulation S of the Securities Act, (b) a domestic institutional offering (the "Domestic Institutional Offer") of Shares to institutional and high net worth individual investors; and (c) a domestic public offering (the "Domestic Public Offer")of Shares to the general public, including a portion reserved for OGDCL employees.

· The Shares are listed and traded on the Karachi Stock Exchange, Lahore Stock Exchange and the Islamabad Stock Exchange under the symbol "OGDC".

· The GDSs are listed on the London Stock Exchange, with each GDS representing 10 Shares under the symbol "OGDC".

· All of the net proceeds from the Offer will be received by the Islamic Republic of Pakistan, the selling shareholder.

· BofA Merrill Lynch ("BofAML") and Citigroup Global Markets Limited ("Citi") are Joint Global Coordinators and International Bookrunners, and KASB Bank Limited (in conjunction with KASB Securities Limited) ("KASB") is domestic Lead Manager and Bookrunner on the transaction.

Shareholder structure (approximate)

Disclaimer

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into the US. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, the Securities to any person in the US, Australia, Canada, the People's Republic of China or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Securities referred to herein may not be offered or sold in the US unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of Securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, the People's Republic of China or Japan. Subject to certain exceptions, the Securities referred to herein may not be offered or sold in Australia, Canada, the People's Republic of China or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the People's Republic of China or Japan. There will be no public offer of the Securities in the United States, Australia, Canada, the People's Republic of China or Japan.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect OGDCL's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to OGDCL's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

Each of OGDCL, BofAML, Citi and KASB, and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of Securities in the proposed Offer should be made solely on the basis of the information contained in the final Offering Memorandum and/ or the OFSD (as applicable) to be issued by OGDCL in connection with the Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on OGDCL's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.

BofAML and Citi, each of which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for OGDCLand no-one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than OGDCLfor providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offer, BofAML, Citi and KASB and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Securities and other securities of OGDCL or related investments in connection with the Offer or otherwise. Accordingly, references in the Offering Memorandum and the OFSD, once published, to the Securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing byBofAML, Citi and KASB and any of their affiliates acting as investors for their own accounts. BofAML, Citi and KASB do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of BofAML, Citi and KASB, or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to OGDCL, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.