Last checked at 4 Mar 2010 07:00
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO SUBSCRIBE FOR, SHARES IN PETROFAC OR ENQUEST IN ANY JURISDICTION, AND,
IN PARTICULAR, INVESTORS IN THE OFFER SHOULD NOT ACQUIRE ANY ENQUEST SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION AND THE
TERMS AND CONDITIONS CONTAINED IN THE PROSPECTUS PUBLISHED BY ENQUEST ON OR
AROUND 18 MARCH 2010 AND TO BE MADE AVAILABLE TO PETROFAC SHAREHOLDERS FOR INFORMATION PURPOSES. NONE OF THE PETROFAC NEW SHARES, PETROFAC B SHARES, AND
ENQUEST SHARES WILL BE OR HAVE BEEN REGISTERED UNDER THE US SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). SUBJECT TO CERTAIN EXEMPTIONS, THE
PETROFAC NEW SHARES, THE PETROFAC B SHARES AND THE ENQUEST SHARES MAY NOT BE
OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR THE CIRCULAR REFERRED TO IN THIS ANNOUNCEMENT INTO ANY JURISDICTION OTHER THAN JERSEY OR THE UNITED KINGDOM MAY
BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT, THE
CIRCULAR AND / OR THE ACCOMPANYING DOCUMENTS COME SHOULD INFORM THEMSELVES
ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
4 March 2010
Petrofac Limited ("Petrofac", the "Company" or the "Group")
Proposed Demerger of the UK Continental Shelf oil & gas assets of Petrofac Energy Developments to create EnQuest PLC
The Board of Petrofac ("the Board") today announces its intention to demerge Petrofac Energy Developments Limited ("PEDL") from the Petrofac group and combine it with the UK Continental Shelf oil & gas assets of Lundin Petroleum AB ("Lundin") to form a new company, EnQuest PLC ("EnQuest") (the "Demerger"). PEDL is the subsidiary within Petrofac's Energy Developments business unit which holds Petrofac's UK Continental Shelf assets, including a 27.7 per cent. interest in the West Don field, a 60 per cent. interest in the Don Southwest field (of which 5 per cent. is held through PEDL's subsidiary, Petrofac Energy Development Oceania Limited ("PEDOL")) and a 100 per cent. interest in the Elke discovery (together the "PEDL Assets").
Following the Demerger, EnQuest will be an independent oil & gas production and development company whose activities will be focused on the UK Continental Shelf. EnQuest shares (the "EnQuest Shares") will be admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange (the "London Admission") and will be admitted to trading on NASDAQ OMX Stockholm via a secondary listing (the "Stockholm Admission") (together "the Admissions").
Following the Demerger, Petrofac shareholders will own 100 per cent. of the Petrofac New Shares in issue (which will constitute the entire share capital of Petrofac following the Demerger) and approximately 45 per cent. of the issued EnQuest Shares as at the date of completion of the Demerger. Lundin shareholders will own approximately 55 per cent. of the EnQuest Shares following the Admissions and the planned distribution of EnQuest Shares to Lundin shareholders.
Petrofac Energy Developments
Petrofac, through its Energy Developments business unit, seeks to invest in oil & gas development, production, processing and transportation assets and to leverage the extensive engineering and operations capability of the Petrofac group.
The Petrofac Energy Developments business unit operates a "build and harvest" strategy and, having maximised the value to be added from the application of its services capability, believes that it is an appropriate time to consider realisation options for its assets in the UK Continental Shelf.
Following the Demerger, Petrofac will continue to focus on being a leading international provider of facilities solutions to the oil & gas production and processing industries. Equally, the Energy Developments business unit will remain a key constituent of Petrofac's business portfolio, and will continue to hold significant assets including Chergui (Tunisia), Cendor (Malaysia), Ohanet (Algeria), the Krygz Petroleum Company refinery (Krygz Republic) and the Floating Production Facility (FPF1). Petrofac continues to look for further opportunities in which the Energy Developments business unit can invest and bring to bear the Petrofac group's services to add value for itself, its partners and its shareholders.
Creation of EnQuest
Once the Demerger has been effected, EnQuest will be an independent oil & gas production and development company whose activities will be focused on the UK Continental Shelf. EnQuest intends to deliver sustainable growth in shareholder value by exploiting the reserves it will hold, commercialising and developing discoveries, converting contingent resources into reserves and pursuing selective acquisitions.
EnQuest believes that the UK Continental Shelf represents a significant hydrocarbon basin in a low risk region. The UK Continental Shelf continues to benefit from an extensive installed infrastructure base and skilled labour to develop, operate and manage assets. EnQuest's management have considerable experience of working in the UK Continental Shelf region and are familiar with the regulatory authorities and competitive landscape.
With a portfolio of producing assets, development opportunities and appraisal and exploration opportunities, strong cash flow generation and an experienced management and staff that have a proven development and operating record, EnQuest believes that it will be well positioned to increase its production and reserves and benefit from the opportunities that exist in the UK Continental Shelf.
Other information
Subject to market conditions, following receipt of EnQuest Shares by Lundin and Petrofac shareholders, certain major shareholders in Petrofac (including Ayman Asfari and Maroun Semaan, both Directors of Petrofac) and Lundin (including entities associated with the Lundin family)(together, the "Selling Shareholders") may sell a portion of their shareholdings in EnQuest in a secondary offering to institutional investors only (the "Offer").
On completion of the Petrofac STA, Amjad Bseisu will step down from his role as Chief Executive of the Energy Developments business unit and as a Director of Petrofac and will become Chief Executive Officer of EnQuest. Following Mr Bseisu's departure, Ayman Asfari (Group Chief Executive of the Petrofac group) will, on an interim basis, oversee the Energy Developments and Production Solutions business units, supported by Robert Jewkes, currently Managing Director, Energy Developments, and Gordon East, currently Managing Director, Production Solutions.
To implement the Demerger it is necessary to reorganise Petrofac's share capital. The Resolution to effect this reorganisation will be proposed at an extraordinary general meeting of Petrofac (the "EGM") to be held on Monday 29 March 2010 at 10.00 am. Petrofac is also publishing today a Circular to Petrofac shareholders containing further details of the Demerger.
Ayman Asfari, Group Chief Executive of Petrofac, commented:
"The creation of EnQuest brings together Petrofac's UK Continental Shelf assets with those of Lundin and demonstrates Petrofac's ability to create value for its shareholders. This Demerger provides shareholders with an opportunity to retain an investment in a separately listed entity and the ability to participate in its future growth prospects. This is the first time we have harvested value from our Energy Developments business, and we will continue to seek value creating opportunities in oil & gas upstream developments and energy infrastructure."
Amjad Bseisu, Chief Executive Officer of EnQuest, commented:
"EnQuest has a strong staff and asset base having been formed from the UKCS assets of Petrofac and Lundin. We are confident that the combination of these assets, along with our staff, provides us with the skills, scale and financial strength to become one of the UK's leading independent oil and gas production and development companies.
"As a focused independent company, we will be positioned to grow EnQuest in and around our core areas and through selective acquisitions. I am excited about the future prospects of the Company and the opportunities available to us."
Analyst call:
A conference call for analysts will be held at 8.00 am today, please contact Tulchan Communications for details.
Enquiries:
J.P. Morgan Cazenove +44 (0)20 7588 2828
Edmund Byers
Guy Marks
Goldman Sachs International +44 (0)20 7774 1000
Julian Metherell
Phil Raper
Tulchan Communications +44 (0)20 7353 4200
James Bradley
David Allchurch
Proposed Demerger of Petrofac Energy Developments Limited to EnQuest PLC
1. Introduction
Petrofac, through its Energy Developments business unit, seeks to invest in oil & gas development, production, processing and transportation assets and to leverage the extensive engineering and operations capability of the Petrofac group. Petrofac has a clear "build and harvest" strategy whereby it will seek at the appropriate time to take advantage of opportunities to sell or swap particular assets once it has added value through the application of its expertise. At the same time it continues to pursue new opportunities to make investments through the Energy Developments business unit.
Petrofac believes that, having maximised the value to be added from the application of its services capability, it is an appropriate time to consider realisation options for its assets in the UK Continental Shelf. Petrofac proposes to demerge these assets from the Petrofac group and combine them with the UK Continental Shelf assets of Lundin to form a new company, EnQuest. EnQuest will be admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange and will be admitted to trading on NASDAQ OMX Stockholm via a secondary listing.
Following completion of these transactions and the Admissions, Petrofac shareholders will continue to hold shares in Petrofac and will also hold shares in an independent company, EnQuest. If the Demerger is fully implemented, a Petrofac shareholder will ultimately receive one EnQuest Share and one Petrofac New Share for each Petrofac share held at the Demerger Record Time.
Following the Demerger, Petrofac shareholders will own 100 per cent. of the Petrofac New Shares in issue (which will constitute the entire issued share capital of Petrofac following the Demerger) and approximately 45 per cent. of the issued EnQuest Shares as at the date of completion of the Demerger. Lundin shareholders will own approximately 55 per cent. of the EnQuest Shares following the Admissions and the distribution of EnQuest Shares to Lundin shareholders.
If the Offer takes place, it will do so conditionally upon the London Admission. The Offer is expected to involve certain major shareholders in Petrofac and Lundin selling a portion of their shareholdings in EnQuest.
To implement the Demerger, it is necessary to reorganise Petrofac's share capital. The resolution to effect this reorganisation (the "Resolution") will be proposed at an EGM to be held on Monday 29 March 2010 at 10.00 am. Petrofac is also publishing today a Circular to Petrofac shareholders containing further details of the Demerger.
2. Introduction to the Energy Developments business unit and PEDL
The Energy Developments business unit is one of the Petrofac group's seven business units. Since 1997 it has co-invested, alongside its partners, in the development of oil & gas fields and energy infrastructure in Europe, Asia and Africa. The business unit leverages the extensive engineering and operations capability of the Petrofac group to mitigate development risk and optimise costs in projects and it adopts a partnership approach, aligning interests with co-investors, whilst offering Petrofac and its partners more potential value.
PEDL is the subsidiary within the Energy Developments business unit which holds Petrofac's UK Continental Shelf assets, including a 27.7 per cent. interest in the West Don field, a 60 per cent. interest in the Don Southwest field (of which 5 per cent. is held through PEDOL) and a 100 per cent. interest in the Elke discovery.
PEDL's consolidated loss before tax attributable to the PEDL Assets for the year ending 31 December 2009 was US$0.285 million and its gross assets as at 31 December 2009 were US$529.798 million. These amounts have been extracted from the non-statutory consolidated financial statements for PEDL, prepared in accordance with International Financial Reporting Standards as adopted by the European Union and audited by Ernst & Young LLP, after adjusting for assets which are to be removed from the "PEDL Group" ahead of the Petrofac Demerger completing. No adjustments have been made to the gross assets stated for any changes in taxation as a result of the proposed Demerger.
In the GCA Report, which has been prepared for the purpose of the Prospectus, it has been certified that, as at 1 January 2010, PEDL had a total of 17.65 MMBbl of proved and probable reserves comprised solely of oil reserves and liquids reserves.
3. Introduction to Lundin and LNS
Lundin is a Swedish independent oil and gas exploration and production company, listed on the NASDAQ OMX Stockholm, Large Cap and is part of the OMX 30. The company was formed in 2001 as a result of the takeover of Lundin Oil AB by the Canadian independent oil & gas exploration and production company Talisman Energy. As at today's date Lundin had a market capitalisation of approximately US$2.4 billion and approximately 500 employees within the Lundin group.
Lundin has producing assets in Norway, France, Tunisia, Netherlands, Russia, Indonesia and the UK and exploration assets in Vietnam, Malaysia, Congo (Brazzaville) and Ireland. Lundin has existing proven and probable reserves of 256 MMBbl and a forecast net production range for 2010 of 38,000-44,000 bopd.
Lundin North Sea BV ("LNS") is a wholly-owned subsidiary of Lundin and is focused on the UK Continental Shelf. It holds an interest in the following fields: Thistle, Deveron, Heather, Peik and Broom.
In the GCA Report, which has been prepared for the purpose of the Prospectus, it has been certified that, as at 1 January 2010, LNS had a total of 62.85 mmboe of proved and probable reserves comprised solely of oil reserves and liquids reserves.
4. Information on EnQuest following the Demerger
Once the Demerger has been effected, EnQuest will be an independent oil & gas production and development company whose activities will be focused on the UK Continental Shelf. EnQuest intends to deliver sustainable growth in shareholder value by focussing on exploiting the reserves it will hold, commercialising and developing discoveries, converting contingent resources into reserves and pursuing selective acquisitions.
With a portfolio of producing assets, development opportunities and appraisal and exploration opportunities, strong cash flow generation and an experienced management and staff that have a proven development and operating record, EnQuest intends to increase its production and reserves and benefit from the opportunities that exist in the UK Continental Shelf.
It is expected that EnQuest will publish the Prospectus on or around 18 March 2010 which will give full details of EnQuest and the EnQuest Shares. The Prospectus is expected to be made available on the EnQuest website at www.enquest.co.uk and via the Petrofac website at www.Petrofac.com.
Application will be made for admission of the EnQuest Shares to the Official List and to trading on the main market of the London Stock Exchange and dealings in EnQuest Shares on the London Stock Exchange are expected to commence on or around 6 April 2010. EnQuest will be subject to the Takeover Code and will report on its compliance with the Combined Code. The Application will also be made for the EnQuest Shares to be admitted to trading on the NASDAQ OMX Stockholm via a secondary listing, under which dealings are expected to commence on or around 9 April 2010.
5. Background to and reasons for the Demerger
5.1 Development of Petrofac's North Sea Assets
The Energy Developments business unit operates a "build and harvest" strategy, where it seeks to add value to assets and, once this has been achieved, take advantage of opportunities to sell or swap those assets. Therefore, the management of the Energy Developments business unit, together with the Board of Petrofac, monitors asset values and potential exit strategies to crystallise investments.
Petrofac acquired its interest in the West Don field in February 2006 and its interest in the Don Southwest field in December 2006. In the period since, the Energy Developments business unit has successfully developed these fields and reached a number of operating milestones ahead of schedule including production from the West Don field commencing in April 2009, achieved less than a year from field development approval, and from the Don Southwest field in June 2009. Petrofac believes it has added material value to the PEDL Assets and believes it is therefore an appropriate time to consider the strategic options available for these investments.
5.2 Rationale for the Demerger
Following a review of the strategic options available for the PEDL Assets, the Board believes that, consistent with Petrofac's "build and harvest" strategy, the Demerger is in the best interests of Petrofac shareholders as a whole. In particular, this transaction will allow the Petrofac group to demonstrate Petrofac's ability to crystallise successfully investments made by the Energy Developments business unit.
The Energy Developments business unit has demonstrated considerable technical, operational and commercial skills in bringing the PEDL Assets to production and the Board also believes that the creation of EnQuest demonstrates Petrofac's ability to engage in an innovative transaction which brings together Petrofac's UK Continental Shelf assets with those of Lundin, a well known and respected partner.
The Demerger will also allow Petrofac shareholders to participate in two independent listed companies, Petrofac and EnQuest, with different operating and financial characteristics.
The assets of PEDL and LNS to be combined within EnQuest are geographically close and are operated in a similar manner, utilising the remote duty holder model while maintaining core subsurface and project execution capability within the operating companies. While Petrofac's objective through co-investment is to leverage its service capability through the "build and harvest" model, the operational synergies that exist between the assets will be maximised within a focused exploration and production business with strong management and a strategy for growth.
6. Petrofac following the Demerger
Following the Demerger, Petrofac will continue to focus on being a leading international provider of facilities solutions to the oil and gas production and processing industries, through its Engineering and Construction, Engineering and Construction Ventures, Offshore Engineering and Operations, Engineering Services, Training Services and Production Solutions business units.
Equally, the Energy Developments business unit will remain a key constituent of Petrofac's business portfolio. Petrofac continues to look for further opportunities in which the Energy Developments business unit can invest and bring to bear the Petrofac group's services to add value for itself, its partners and its shareholders.
The upstream team of the Energy Developments business unit will continue to identify and pursue opportunities in discovered but undeveloped, and mature oil & gas fields. The business unit will continue using Petrofac's engineering and operations capabilities to provide innovative solutions for challenging oil and gas fields.
The energy infrastructure team of the Energy Developments business unit made its first purchase in 2009, acquiring the floating production facility, FPF1. It will continue to identify and develop brownfield and greenfield opportunities in up, mid and downstream infrastructure. The Petrofac group will choose to invest selectively where Petrofac's engineering, procurement and construction and operations and maintenance expertise can add value.
Good progress continues to be made in relation to Energy Developments' existing portfolio of operational assets, which include Chergui (Tunisia), Cendor (Malaysia), Ohanet (Algeria) and the Krygz Petroleum Petrofac refinery (Krygz Republic).
On completion of the Petrofac STA, Amjad Bseisu will step down from his role as Chief Executive of the Energy Developments business unit and as a Director of Petrofac and become Group Chief Executive of EnQuest. Following Mr Bseisu's departure, Ayman Asfari (Group Chief Executive, Petrofac) will, for an interim period, oversee the Energy Developments business unit, supported by Robert Jewkes, currently Managing Director, Energy Developments, and Gordon East, currently Managing Director, Production Solutions.
Current trading in the Petrofac group remains strong and in line with the trading update made on 16 December 2009. An operational update in relation to each of Petrofac's seven business units will be provided in the preliminary results for the year ended 31 December 2009 to be announced on 8 March 2010.
7. Relationship between Petrofac and EnQuest following the Demerger
Following the Demerger, Petrofac and EnQuest will operate as separate, independent publicly listed companies. Petrofac and Lundin will, however, provide EnQuest with certain transitional services which will be replaced progressively over the period to the end of 2011.
In addition to the transitional services referred to above, Petrofac and Lundin currently have certain arrangements in place in relation to Duty Holder services in respect of the Heather and Thistle platforms. Petrofac Facilities Management Limited manages, as an independent contractor, the Petrofac group's production operations on the Northern Producer Floating Production Facility (FPF), including providing onshore and offshore staff. The arrangements for the Northern Producer FPF provide for the Duty Holder service to be re-tendered from time to time. Petrofac expects these arrangements to continue following the Demerger.
As a result of the Petrofac STA, it is also envisaged that some outstanding liabilities and obligations will exist as between Petrofac and EnQuest following the Demerger.
Following the Demerger, Petrofac and EnQuest will operate with no common directors. Robin Pinchbeck will be a non-executive director of EnQuest and will also continue in his current role as Group Director of Strategy and Corporate Development of Petrofac. Robin Pinchbeck is not a Director of Petrofac and will not be acting as a representative of Petrofac on the EnQuest Board.
8. Impact of the Demerger on Petrofac Shareholders
As a result of the Share Split, assuming the completion of the Demerger, for every share held in Petrofac at the Demerger Record Time, Petrofac shareholders will then hold one Petrofac New Share and one EnQuest Share.
Given the potential contribution to the Petrofac group of earnings from the PEDL Assets, there may be a reduction in the earnings of the Petrofac group following the Demerger. Similarly the price of each share in Petrofac may also fall reflecting the value of the PEDL Assets leaving the Petrofac group.
At the same time, Petrofac shareholders who retain their EnQuest Shares will, following the Demerger, own shares in an independent oil & gas production and development company. Petrofac shareholders will continue to own the entire issued share capital of Petrofac.
9. Proposals to be voted on at the EGM
The Demerger is conditional upon, amongst other things, the approval of Petrofac shareholders of the Resolution at the EGM. The Resolution is required to effect certain corporate actions that are needed to implement the Petrofac Demerger in an efficient manner, including the Share Split and the Purchase as defined. Further details of the Resolution are being provided in the Circular being posted to shareholders today.
10. Selling Shareholders
Subject to market conditions, certain major shareholders in Petrofac (including Ayman Asfari and Maroun Semaan, both Directors) and Lundin (including entities associated with the Lundin family) (together, the "Selling Shareholders") may sell a portion of their shareholdings in EnQuest in the Offer. If the Selling Shareholders choose to sell a portion of their shareholdings, they are expected to confirm their price range and the minimum and maximum and/or aggregate number of shares they intend to sell in the Offer, including pursuant to any over-allotment option, at the time of publication of the Prospectus on or around 18 March 2010. None of EnQuest, Lundin or Petrofac will receive the proceeds of any sales of EnQuest Shares by the Selling Shareholders.
11. About Petrofac
Petrofac is a leading international provider of facilities solutions to the oil & gas production and processing industry, with a diverse customer portfolio including many of the world's leading integrated, independent and national oil & gas companies. Petrofac is quoted on the London Stock Exchange and is a constituent of the FTSE 100 Index.
The group delivers services through seven business units: Engineering & Construction, Engineering & Construction Ventures, Engineering Services, Offshore Engineering & Operations, Training Services, Production Solutions and Energy Developments.
Through these businesses Petrofac designs and builds oil & gas facilities; operates, maintains and manages facilities and trains personnel; enhances production; and, where it can leverage its service capability, develops and co-invests in upstream and infrastructure projects. Petrofac's range of services meets its customers' needs across the full life cycle of oil & gas assets.
With more than 11,500 employees, Petrofac operates out of five strategically located operational centres, in Aberdeen, Sharjah, Woking, Chennai and Mumbai and a further 19 offices worldwide. The predominant focus of Petrofac's business is on the UK Continental Shelf (UKCS), the Middle East and Africa, the Commonwealth of Independent States (CIS) and the Asia Pacific region.
For additional information, please refer to the Petrofac website at www.Petrofac.com.
12. Forward Looking Statements
The statements contained in this Announcement that are not historical facts are "forward-looking" statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Petrofac's control and all of which are based on Petrofac's current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "annualised", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In addition, from time to time, Petrofac or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of Petrofac. These forward-looking statements and other statements contained in this Announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved and actual events or results may differ materially as a result of risks and uncertainties facing Petrofac and its subsidiaries. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement and Petrofac undertakes no duty to, and will not necessarily, update any of them in light of new information or future events, except to the extent required by applicable law, the Listing Rules and the Disclosure and Transparency Rules.
Definitions of capitalised terms
``bopd'' barrels of oil per day; ``Combined Code'' the UK Combined Code on corporate governance, as amended from time to time; ``Demerger Record 6:00 p.m. on 1 April 2010 or such later date as Time'' Petrofac may decide; ``FSA'' the Financial Services Authority; "Director" a director of Petrofac; ``FSMA'' Financial Services and Markets Act 2000; ``GCA Report'' the competent person's report prepared by Gaffney, Cline & Associates for the purpose of the Prospectus; ``London Stock London Stock Exchange Plc; Exchange'' "MMBbl" Millions of barrels ``Northern Producer converted semi-submersible drilling rig of Aker H-3 FPF'' design; ``Official List'' the official list maintained by the UK Listing Authority pursuant to Part VI of the FSMA; ``OMX 30'' OMX Stockholm 30, a stock market index for the Stockholm Stock Exchange; "PEDL Group" PEDL and its subsidiaries in existence prior to the completion of the Petrofac STA; "Petrofac B Shares'' B shares of US$0.005 each in Petrofac to be created by the Share Split;
"Petrofac New Shares'' ordinary shares of US$0.02 each in Petrofac to be
created by the Share Split; ``Petrofac STA'' the share transfer agreement between Petrofac, PEDL and EnQuest, pursuant to which EnQuest is to acquire the entire issued share capital of PEDL; ``Prospectus'' the price range prospectus (being an approved version of the prospectus that does not contain the final offer price or the number of transferable securities to be offered), in relation to the listing of EnQuest Shares on the Official List and admission to trading on the London Stock Exchange, expected to be published by EnQuest on or around 18 March 2010 and made available to Petrofac shareholders on EnQuest's website at www.enquest.co.uk and through Petrofac's website at www.petrofac.com; ``Purchase'' the purchase of the Petrofac B Shares by Petrofac in accordance with the articles of association of Petrofac; ``Share Split'' the sub-division and conversion of the Petrofac Shares set out in the Resolution resulting in the Petrofac shareholders holding both the Petrofac New Shares and the Petrofac B Shares; ``Takeover Code'' the UK City Code on Takeovers and Mergers; ``UK Listing the Financial Services Authority in its capacity as
Authority'' or ``UKLA'' competent authority for the purposes of Part VI of
the FSMA
vendor