Acquisition

Hunting PLC 21 November 2003 21 November 2003 Hunting PLC Proposed acquisition of all the shares in Gibson not already owned by Hunting Group Hunting, the oil and gas services group, today announces: • Hunting has agreed, subject to Shareholder approval, to purchase all the shares in Gibson not already owned by Hunting Group from ChevronTexaco's subsidiary TOHI for a total cash consideration of CAN$100 million (approximately £45.2 million); • Gibson is one of the largest independent providers of marketing and transportation services to the Canadian oil and gas industry for liquid energy products. In the year ended 31 December 2002, Gibson had turnover of £638 million and profit before tax of £12.0 million. Hunting owns 64% of the share capital of Gibson and ChevronTexaco owns 36%; • the Acquisition is conditional, inter alia, upon the approval of Shareholders by the passing of a resolution at the Extraordinary General Meeting. This is due to its size and because ChevronTexaco, as a result of TOHI's shareholding in Gibson, is deemed to be a related party of Hunting for the purposes of the Listing Rules. Following receipt of a tax certificate from the Minister of National Revenue in Canada, which will determine the timing and structure of the transaction, a circular including a notice of an extraordinary general meeting to approve the Acquisition will be posted to Shareholders; • the Board expects that the Acquisition will materially enhance earnings per Ordinary Share in the first full financial year following Completion; and • the outlook for the year ending 31 December 2003 remains in line with the Board's expectations, although the eventual result for the year will depend on commodity prices, production volumes and rig activity during the remainder of the year. Dennis Proctor, Chief Executive of Hunting, commented: 'Owning the whole of Gibson is expected to be materially earnings enhancing in 2004 and will simplify Hunting Group's corporate structure.' This summary should be read in conjunction with, and subject to, the full text of this announcement. Defined terms used in this summary have the same meaning as those in the Appendix. Enquiries Hunting PLC Dennis Proctor, Chief Executive (Houston) 001 281 442 7382 Dennis Clark, Finance Director (London) 020 7321 0123 Close Brothers Corporate Finance Limited 020 7655 3100 Andrew Cunningham, Director John Nener, Assistant Director Hoare Govett Limited 020 7678 8000 Andrew Osborne Andrew Foster Hogarth Partnership Limited 020 7357 9477 Andrew Jaques John Olsen Close Brothers Corporate Finance Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Hunting PLC and for no one else in relation to the matters described in this announcement and will not be responsible to anyone other than Hunting PLC for providing the protections afforded to clients of Close Brothers Corporate Finance Limited or for providing advice in relation to the matters described in this announcement or on any matter referred to herein. Hoare Govett Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as stockbroker for Hunting PLC and for no one else in relation to the matters described in this announcement and will not be responsible to anyone other than Hunting PLC for providing the protections afforded to clients of Hoare Govett Limited or for providing advice in relation to the matters described in this announcement or on any matter referred to herein. Hunting PLC Proposed acquisition of all the shares in Gibson not already owned by Hunting Group 1. Introduction Hunting today announces that it has entered into an agreement to acquire, through its indirect wholly-owned subsidiary GEHL, all the shares in Gibson not already owned by Hunting Group for a consideration of CAN$100 million (approximately £45.2 million). The consideration is payable in cash at Completion. The Acquisition is conditional, inter alia, upon the approval of Shareholders by the passing of a resolution at the Extraordinary General Meeting. This is due to its size and because ChevronTexaco, as a result of TOHI's shareholding in Gibson, is deemed to be a related party of Hunting for the purposes of the Listing Rules. In addition, Completion pursuant to the Share Acquisition Agreement is conditional upon the issue of an appropriate tax certificate by the Minister of National Revenue in Canada in favour of TOHI. Hunting and TOHI have agreed that, if this tax certificate is not issued and its receipt is not waived as a condition by TOHI, the Share Acquisition Agreement will be terminated and the Share Cancellation Agreement will be entered into. Under the Share Cancellation Agreement, Gibson will purchase for cancellation all the shares in Gibson owned by TOHI for a consideration of CAN$100 million. It is expected that Completion will take place following the decision by the Minister of National Revenue in Canada and the subsequent approval by Shareholders. The decision by the Minister of National Revenue in Canada will determine the structure through which the Acquisition will be implemented. Following Completion, under either structure, Gibson will be a wholly-owned subsidiary of Hunting. 2. Information on Gibson Gibson Energy began operations in 1953 providing marketing and transportation services for crude oil produced at the wellhead, which was then sent to refineries and processed into finished products such as gasoline and lube oils. Hunting, through a subsidiary, owns 64 per cent. of Gibson's share capital and ChevronTexaco through TOHI owns 36 per cent. Gibson Energy is one of the largest independent providers of marketing and transportation services to the Canadian oil and gas industry for liquid energy products including crude oil, diluent, liquid petroleum gas, propane, asphalt and natural gas. Gibson Energy has five core businesses: marketing; propane and natural gas liquid operations; pipeline and terminal services; truck transportation; and Moose Jaw Asphalt. In the year ended 31 December 2002, Gibson Energy had turnover of £638 million (2001: £587 million) with profit before tax of £12.0 million (2001: £18.7 million). At 31 December 2002, Gibson Energy had 519 employees and net assets of £69.5 million (2001: £77.4 million). In the six months to 30 June 2003, Gibson Energy achieved turnover of £484 million (2002: £274 million) and profit before tax of £6.1 million (2002: £5.0 million). At 30 June 2003, Gibson had net assets of £83.9 million (2002: £73.1 million). 3. Background to and reasons for the Acquisition Gibson represents a substantial part of the business of Hunting, contributing (on a consolidated basis in the year ended 31 December 2002) over two-thirds of Hunting Group's turnover and nearly half of its operating profits. The Board believes that owning all the share capital of Gibson will allow Hunting greater financial and operational flexibility to maximise Shareholder value. It will also simplify Hunting Group's corporate structure. The Board expects that the Acquisition will materially enhance earnings per Ordinary Share in the first full financial year following Completion. In addition, the Board considers that Gibson's value to the Company justifies the price paid for the Acquisition. 4. Principal terms and conditions of the Acquisition Hunting has, through GEHL, conditionally agreed to purchase all the shares in Gibson owned by ChevronTexaco's subsidiary TOHI. The aggregate consideration of CAN$100 million (approximately £45.2 million) for the Acquisition is payable in cash on Completion. Following Completion, Gibson will be a wholly-owned subsidiary of Hunting. Completion pursuant to the Share Acquisition Agreement is conditional, inter alia, upon Hunting obtaining the approval of its Shareholders by the passing of the Resolution and upon the issue of an appropriate tax certificate from the Minister of National Revenue in Canada in favour of TOHI. Hunting has guaranteed the obligations of GEHL under the Share Acquisition Agreement. TOHI, Gibson and Hunting have also entered into a letter agreement pursuant to which they have agreed that, if TOHI does not receive the appropriate tax certificate and its receipt is not waived as a condition by TOHI, the Share Acquisition Agreement will be terminated and TOHI, Gibson and Hunting will enter into the Share Cancellation Agreement. Under the Share Cancellation Agreement, Gibson will purchase for cancellation those shares that GEHL would have otherwise acquired from TOHI under the Share Acquisition Agreement. The terms and conditions of the Share Cancellation Agreement are substantially the same as those contained in the Share Acquisition Agreement except for certain provisions relating to the purchase for cancellation of the acquired shares. Completion pursuant to the Share Cancellation Agreement is not conditional upon receipt of any tax rulings. The share cancellation will result in Gibson becoming a wholly-owned subsidiary of Hunting. The impact on Hunting will be materially the same irrespective of whether the Acquisition is implemented pursuant to the Share Acquisition Agreement or the Share Cancellation Agreement. The Board expects that, in either case, the Acquisition will materially enhance earnings for Shareholders in the first full financial year following Completion. 5. Financing for the Acquisition The Acquisition will be funded from Hunting's existing debt facilities including a bank facility of £30 million arranged for the purpose of financing the Acquisition. 6. Financial effects of the Acquisition Hunting currently consolidates the financial results of Gibson Energy as a subsidiary and attributes TOHI's share of profit on ordinary activities after tax and net assets in Gibson Energy as an equity minority interest. This equity minority interest represented £27.6 million of Hunting's net assets as at 30 June 2003 (30 June 2002: £24.6 million, 31 December 2002: £22.6 million) and a charge of £3.1 million to Hunting Group's consolidated retained profits in the year ended 31 December 2002 (2001: £4.6 million). Hunting's net debt is expected to increase by approximately £46 million as a result of the Acquisition. 7. Current trading and prospects In the Company's announcement of its interim results published on 28 August 2003, it was stated that the Board expected rig activity and production volumes in North America to improve further in the second half of the year with strong commodity prices. Hunting Energy focuses on the North Sea and deepwater Gulf of Mexico sectors and conditions in these markets have remained challenging. North Sea activity has been affected by the exit of the major producers and the slow transition to independent producers. In the Gulf of Mexico, independent operators have focused on low cost gas wells, typically onshore or in shallower water. While Hunting Energy is therefore behind where we expected it to be at this point, October showed an improvement in performance. Although Gibson Energy has continued to face challenging conditions, particularly in its truck transportation, natural gas liquid operations and Moose Jaw Asphalt businesses, overall it is trading at a similar level to the corresponding period last year. However, the Board believes that Gibson Energy will deliver a full year result broadly in line with its expectations. Tenkay Resources Inc., our US oil and natural gas exploration company, has continued to benefit from higher than expected oil and gas prices and has maintained its exploration success rate. Trading at EA Gibson Shipbrokers Limited is also higher than in the corresponding period last year. Overall, the outlook for the Enlarged Group for the year ending 31 December 2003 remains in line with the Board's expectations. However, in particular, the results for Hunting Energy and Gibson Energy will depend on commodity prices, production volumes and rig activity during the remainder of the financial year. With its strategic market positions and reduced overhead structure, the Board believes that Hunting Group is well placed to take advantage of any further improvement in market conditions in 2004. 8. Related party transaction ChevronTexaco is a related party of Hunting for the purposes of the Listing Rules by virtue of TOHI's 36 per cent. shareholding in Gibson. Neither ChevronTexaco, nor any of its associates, currently own any ordinary shares in Hunting. 9. Circular and Extraordinary General Meeting The Acquisition is conditional, inter alia, upon the approval of Shareholders by the passing of the Resolution. Following the decision from the Minister of National Revenue in Canada as to whether it will issue the appropriate tax certificate, a circular will be posted to Shareholders including a notice of the Extraordinary General Meeting at which the Resolution will be proposed. Enquiries Hunting PLC Dennis Proctor, Chief Executive (Houston) 001 281 442 7382 Dennis Clark, Finance Director (London) 020 7321 0123 Close Brothers Corporate Finance Limited 020 7655 3100 Andrew Cunningham, Director John Nener, Assistant Director Hoare Govett Limited 020 7678 8000 Andrew Osborne Andrew Foster Hogarth Partnership Limited 020 7357 9477 Andrew Jaques John Olsen Close Brothers Corporate Finance Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Hunting PLC and for no one else in relation to the matters described in this announcement and will not be responsible to anyone other than Hunting PLC for providing the protections afforded to clients of Close Brothers Corporate Finance Limited or for providing advice in relation to the matters described in this announcement or on any matter referred to herein. Hoare Govett Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as stockbroker for Hunting PLC and for no one else in relation to the matters described in this announcement and will not be responsible to anyone other than Hunting PLC for providing the protections afforded to clients of Hoare Govett Limited or for providing advice in relation to the matters described in this announcement or on any matter referred to herein. APPENDIX Definitions In this announcement the following words and expressions shall, except where the context requires otherwise, have the following meanings: 'Acquisition' the proposed acquisition of the minority stake in Gibson owned by TOHI, an indirect wholly-owned subsidiary of ChevronTexaco, under the terms of either the Share Acquisition Agreement or the Share Cancellation Agreement 'Board' or 'Directors' the directors of the Company 'CAN$' Canadian dollar 'ChevronTexaco' ChevronTexaco Corporation 'Completion' completion of the Acquisition 'Enlarged Group' Hunting and its subsidiaries, as enlarged by the Acquisition 'Extraordinary General Meeting' the Extraordinary General Meeting of Hunting to be convened to approve the Acquisition 'GEHL' Gibson Energy Holdings Ltd., an indirect wholly-owned subsidiary of Hunting which has been incorporated in order to implement the Acquisition pursuant to the Share Acquisition Agreement 'Gibson' Gibson Holdings Ltd. 'Gibson Energy' Gibson and its subsidiaries 'Hunting' or 'Company' Hunting PLC 'Hunting Energy' the energy services division of Hunting Group 'Hunting Group' Hunting and its subsidiaries excluding the minority interest in Gibson not already owned by an indirect wholly-owned subsidiary of Hunting 'Listing Rules' the listing rules made by the UK Listing Authority under the Financial Services and Markets Act 2000 and contained in the UK Listing Authority's publication of the same name 'Ordinary Shares' ordinary shares of 25 pence each in the capital of the Company 'Resolution' the resolution to approve the Acquisition, to be proposed at the Extraordinary General Meeting 'Share Acquisition Agreement' the conditional agreement, dated 20 November 2003, between TOHI, GEHL and Hunting relating to the Acquisition 'Share Cancellation Agreement' the conditional agreement relating to the Acquisition which will be entered into if the appropriate tax certificate is not issued by the Minister of National Revenue in Canada and in consequence thereof the Share Acquisition Agreement is terminated in accordance with its terms 'Shareholders' holders of Ordinary Shares 'TOHI' Texaco Overseas Holdings Inc., an indirect wholly-owned subsidiary of ChevronTexaco 'UK Listing Authority' the Financial Services Authority acting in its capacity as the competent authority under the Financial Services and Markets Act 2000 'UK' the United Kingdom of Great Britain and Northern Ireland 'US' or 'USA' the United States of America Unless otherwise stated an exchange rate of CAN$2.21:£1 has been applied where appropriate throughout this announcement. This information is provided by RNS The company news service from the London Stock Exchange

Companies

Hunting (HTG)
UK 100

Latest directors dealings