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OKEA ASA

M&A Activity May 23, 2022

3701_iss_2022-05-23_8ed3f3e3-fea8-4710-afa8-b935de544eba.html

M&A Activity

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OKEA acquires a material portfolio of assets from Wintershall Dea

OKEA acquires a material portfolio of assets from Wintershall Dea

Trondheim, 23 May 2022 - OKEA ASA ("OKEA") is pleased to announce that it has

entered into an agreement with Wintershall Dea Norge AS ("Wintershall Dea") to

acquire a material portfolio of producing and near-term producing assets for an

initial aggregate post-tax cash consideration of USD 117.5 million (the

"Acquisition").

Highlights

· Acquisition of 35.2% operated working interest ("WI") in the Brage Unit,

6.4615% WI in the Ivar Aasen Unit and 6% WI in the Nova field (the "Assets")

from Wintershall Dea with effective date 1 January 2022.

· The initial cash consideration is USD 117.5 million and includes tax

balances.

· Wintershall Dea to retain responsibility for 80% of OKEA's share of total

decommissioning costs related to the Brage Unit.

· Net 2P reserves of 13.2 mmboe[1] and net 2C resources of 10.6 mmboe[1].

· Adds 2022E incremental production of 5,000 - 6,000 boepd and is expected to

grow to at least 7,000 boepd in 2023-24[ ]with material additional near-term

production potential from large inventory of drilling opportunities.

· Completion, including transfer of operatorship of the Brage Unit, is planned

for Q4 2022.

· Along with the operatorship at Brage follows a competent and experienced

organisation which will be integrated into the OKEA organisation.

· Annual synergies estimated to USD 4-7 million[1] across OKEA's operated

assets.

· The transaction will be financed through OKEA's existing cash resources.

· OKEA is today also announcing its inaugural dividend payment and a dividend

plan for 2022 as well as capital allocation principles as outlined in further

detail in a separate stock exchange notice.

OKEA CEO, Svein J. Liknes stated: "We are very pleased to announce this

transaction with Wintershall Dea which represents a significant step towards

delivering inorganic growth in line with our revised strategy as set out at the

end of last year. Through this acquisition, OKEA establishes a new operated

position, enhances the scale and diversification of our portfolio and

strengthens our position within existing core areas."

Transaction details

OKEA will acquire 35.2% operated WI in the Brage Unit, 6.4615% WI in the Ivar

Aasen Unit and 6% WI in the Nova field from Wintershall Dea for an initial cash

consideration of USD 117.5 million (subject to working capital and other

adjustments) based on effective date 1 January 2022.

In addition to the fixed consideration, OKEA shall pay to Wintershall Dea an

additional contingent consideration based on an upside sharing arrangement

subject to oil price level and oil production performance during the period 2022

-24. The contingent consideration will be paid if the average oil price for each

of the six half year periods during 2022-24 exceeds USD 80/bbl and the

aggregated net oil production volumes exceeds certain pre-defined production

levels. The split on the price exceeding 80 USD/bbl is 70% net after tax to

Wintershall Dea and 30% to OKEA in 2022 and a 50/50 net after tax split in 2023

-24.

Wintershall Dea will retain responsibility for 80% of OKEA's share of total

decommissioning costs related to the Brage Unit.

The Assets comprise three high quality oil fields, all located in the Norwegian

North Sea, with expected combined net production of 5,000-6,000 boepd in 2022

and net 2P reserves of 13.2 mmboe[1]. The Brage and Ivar Aasen fields are

producing assets, while the Nova field is expected to commence production in Q3

2022 as a subsea tie-back to the Gjøa platform (OKEA 12% WI). Through the

Acquisition, OKEA will become operator of the Brage field, adding another

operatorship of a producing asset to OKEA's portfolio. On Brage, OKEA has

identified material remaining potential and opportunities for OKEA to add value

as operator. In addition, OKEA will further increase its net interest in the

Ivar Aasen field from 2.777% to 9.2385% and strengthen its position in the core

area Gjøa, through the Nova field.

The Acquisition price includes tax balances and will be financed through OKEA's

existing cash and liquidity resources.

The transaction is conditional upon Norwegian governmental approval and is

expected to be completed in Q4 2022.

Brage Unit (35.2% operated WI)

· Located in the northern part of the North Sea, ten kilometres east of the

Oseberg field, with a water depth is 140 metres.

· Discovered in 1980 and production start in 1993.

· The field has been developed with an integrated production, drilling and

accommodation facility with a steel jacket.

· The oil is transported by pipeline to the Oseberg field and further through

the Oseberg Transport System (OTS) pipeline to the Sture terminal. A gas

pipeline is tied-back to Statpipe.

· OKEA will take over Wintershall Dea Norge AS's entire share (35.2%) as well

as the operatorship, with other partners comprising of Lime Petroleum AS

(33.8434%), DNO Norge AS (14.2567%), Vår Energi ASA (12.2575%) and M Vest Energy

AS (4.4424%).

· Produced to date ~ 421 mmboe[2] gross.

· Current production ~ 8,000 boepd[3] gross.

Ivar Aasen Unit (6.4615% WI)

· Located at a water depth of 110 metres in the northern part of the North

Sea, 30 kilometres south of Grane and Balder.

· Discovered in 2008 and the plan for development and operation (PDO) was

approved in 2013. Production started in 2016.

· The development includes a production, drilling and housing facility (PDQ)

with a steel substructure and a separate jack-up rig for drilling and

completion. Ivar Aasen is powered by electricity from Edvard Grieg and will be

supplied with power from shore as part of the joint development of Utsira High

expected to commence in late 2022.

· Aker BP is the operator (34.7862%), with other partners comprising Equinor

Energy AS (41.473%), Spirit Energy Norway AS (12.3173%), Lundin Energy Norway AS

(1.385%), M Vest Energy AS (0.8%) and after the transaction has been completed

OKEA will own 9.2385%.

· Produced to date ~ 103 mmboe[2] gross.

· Current production ~ 47,000 boepd[3] gross.

Nova field (6% WI)

· Located in the northern part of the North Sea, 17 kilometres southwest of

the Gjøa field at a water depth of 370 metres.

· Nova was discovered in 2012, and the plan for development and operation

(PDO) was approved in 2018. The development consists of two four-slot subsea

templates tied back to the Gjøa host platform wherefrom Nova will be provided

with green power from shore. The subsea installation scope was finalised in

· The field is under development, and production is planned in the second half

of 2022.

· The well stream will be routed to the Gjøa platform for processing and

export. The oil will be transported further through the Troll Oil Pipeline II to

the Mongstad terminal, and the gas will be exported via the Far North Liquids

and Associated Gas System (FLAGS) pipeline to St Fergus in the UK.

· After the transaction has been completed, Wintershall Dea Norge AS as the

operator will own 39%, with other partners comprising OKEA (6%), Sval Energi AS

(25%), Spirit Energy Norway (20%) and ONE-Dyas Norge AS (10%).

Pareto Securities AS acted as sole financial advisor to OKEA in connection with

the Acquisition.

Presentation to analysts and investors

OKEA will hold a presentation to analysts and investors at 08:00 CET 23 May

2022. The presentation material is attached hereto.

Please dial-in 5 to 10 minutes in advance for registration.

PIN code for all countries: 959655

Dial-in numbers:

DK: +45 7876 8490

SE: +46-8-1241-0952

NO: +47-21-956342

UK: +44 203 769 6819

US: +1 646-787-0157

Notes

1) OKEA estimates

2) Source: NPD - Year end 2021

3) Source: NPD - January 2022 average

For further information, please contact:

Investors/general:

CEO Svein J. Liknes, +47 917 67 704

CFO Birte Norheim, +47 952 93 321

Media:

Geir Bjørlo (Corporate Communications), +47 915 40 000

About OKEA

OKEA ASA is a leading mid- to late-life operator on the Norwegian continental

shelf (NCS) with an updated target production of 18,500-20,000 boe per day in

2022 (pre-transaction). OKEA finds value where others divest and has an

ambitious strategy built on growth, value creation and capital discipline.

OKEA is listed on the Oslo Stock Exchange (OSE:OKEA).

More information is available at www.okea.no

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to disclosure requirements pursuant to

Section 5-12 of the Norwegian Securities Trading Act.

The stock exchange announcement was published by Kjersti Hovdal, VP accounting

and controlling, OKEA ASA on 23 May 2022 at 06:00 CEST.

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