Proposed demerger
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 (symbol: PFC)
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