Bluenord Asa · OSL:BNOR
Bluenord Asa — Norwegian Energy Company ASA (Noreco) — Merger or Acquisition (October 2018)
29 slides from Bluenord Asa's merger presentation, Oct 17, 2018
Slide 1: Company Presentation
COMPANY PRESENTATION 17 October 2018 Tyra East platform in the Danish North Sea
Slide 2: Disclaimer
Disclaimer THIS PRESENTATION (THE “INFORMATION MATERIAL”) HAS BEEN PRODUCED AND DELIVERED BY NORWEGIAN ENERGY COMPANY ASA (THE “COMPANY”). THIS INFORMATION MATERIAL DOES NOT CONSTITUTE AN OFFER, INVITATION OR SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR SELL ANY SHARES IN THE COMPANY. THE COMPANY D
Slide 3: Important information
Important information AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMAT
Slide 4: Creating a leading independent North Sea E&P company
Creating a leading independent North Sea E&P company Acquisition of Shell’s 36.8% interest in the DUC1 for a consideration of USD 1,910m (USD 6.2 per boe 2P reserves 2) Transformative Assets comprise 15 fields, net 2P reserves of 209 3 mmboe and 2017 net production of 67 mboepd transaction Sig
Slide 5: Company overview
Company overview Transaction overview Appendices The Dan complex in the North Sea
Slide 6: Portfolio of North Sea assets producing since 1972
Portfolio of North Sea assets producing since 1972 Ownership of 15 fields and four production hubs in the North Sea Key highlights DUC comprises 15 fields on the Danish Continental Shelf Production hubs Infrastructure (DKCS). Production started in 1972 and peak production access from central was r
Slide 7: Tyra redevelopment to boost future production
Tyra redevelopment to boost future production Illustration of new Tyra facilities Tyra redevelopment project Strategically important asset as Denmark’s largest gas field and facilities that process and export The project scope includes ~90% of all gas produced on the DKCS replacing two existing ac
Slide 8: High margin production with several growth venues
High margin production with several growth venues Illustrative production forecast Key highlights Net daily production rate, mboepd 90 2018 2015 2016 2017 guidance2 Illustrative forecast 80 Liquids from existing fields1 Production, mboepd 70 64 67 ~56-58 Gas from existing fields1 70 Contingent resou
Slide 9: Attractive deal in high activity region
Attractive deal in high activity region Positioned as a large-scale North Sea independent M&A examples in the North Sea since 20176 Production1 2P reserves2 Market cap.3 2017 2017 2017 mboepd mmboe USDm 0 100 200 300 N.W. Europe RoW. + 930 - n.a. Consideration up to USD 3.8bn Adding ~120 mboepd for
Slide 10: Quality organisation
Quality organisation Noreco operational organisation Transaction encompasses an operational platform from a long-standing partner in the DUC portfolio Employees with experience from DUC assets will continue under Noreco Bringing additional competences to the Noreco organisation and provides a
Slide 11: Transaction overview
Company overview Transaction overview Appendices Unmanned wellhead platform, Tyra South East A
Slide 12: Acquisition of Shell's interest in the DUC
Acquisition of Shell’s interest in the DUC Financing of the consideration amount Overview of transaction perimeter6 USDm Sources Uses Shell Overseas Holdings Limited 100% Initial consideration to be paid upon signing of USD 40m, financed with USD 35m deposit loan and USD 5m from cash on balance. Rem
Slide 13: Financing of the transaction
Financing of the transaction Summary of financing terms 7 year 1st lien senior secured RBL facility of USD 900m including letter of credit sub-limit of USD 100m Bookrunners: BMO Capital Markets, Deutsche Bank and Natixis Reserve Based Below 3.0x Net Debt / EBITDAX. Negative pledge on all asset
Slide 14: Overview of fully diluted shares and MIP
Overview of fully diluted shares and MIP Development in number of shares Management Incentive Programme (MIP) Number of shares, million In connection with the transaction, Noreco will implement a new share 1.5 incentive program for its key management as well as Board of Directors 5.3 Current MIP of
Slide 15: Timeline until transaction completion
Timeline until transaction completion Key considerations Processes 4Q 2018 1H 2019 1 SPA signed 17 October, completion subject to all conditions and completion arrangements being Announcement Completion either waived or fulfilled1 Transaction 17 October First half 2019 1 − This includes Shell ensur
Slide 16: Appendices
Company overview Transaction overview Appendices The Gorm platform in the Danish North Sea
Slide 17: Liquid volume protection agreement
Liquid volume protection agreement Volume protection description Liquid production volume thresholds Protection period Net mboepd From signing of the transaction until 31 December 2020 (the “Protection 40 100% period”) Shell will provide a monthly production guarantee to Noreco covering 98% of the
Slide 18: Overview of export infrastructure
Overview of export infrastructure Infrastructure overview Comments Cecilie DUC represented approximately 90% Trym Lulita of all oil and gas production on the Harald Danish Continental shelf in 2017 Hejre DUC is the owner of the Danish North Svend Sea’s key infrastructure points South Pipelines
Slide 19: Commercial framework
Commercial framework Loading MOPA & Transport Agr. (redelivery gas at Jetty Tyra E & condensate at Gorm E) Danish Oil Pipe / Danish Oil Pipe redelivery Shell DS tariff and SOGU crude delivery Shell DS pipeline DUC Facilities agreement point to STASCo (Crude Trym DUC JOA SPA) (Ineos/Spirit) (Total Op
Slide 20: Overview of producing fields
Overview of producing fields Halfdan Tyra Halfdan is the largest producing field in Denmark and the most The Tyra field installations comprise three platform complexes, important DUC asset in terms of value and resources (both Tyra West, Tyra East and Tyra South East technically and commercially
Slide 21: Overview of producing fields (cont'd)
Overview of producing fields (cont’d) Dan Valdemar Dan was the first field brought on production in Denmark in 1972. Valdemar is a satellite field to Tyra that consists of a northern The field has contributed with approximately 28% of the area, North Jens, and a southern area, Bo cumulative Dani
Slide 22: Overview of producing fields (cont'd)
Overview of producing fields (cont’d) Skjold Gorm Skjold is a satellite development tied back to the Gorm field. The Gorm production started in 1981, the second Danish field in field consists of two wellhead platforms, Skjold A and B, and one production after Dan. Gorm has three satellites field
Slide 23: Overview of producing fields (cont'd)
Overview of producing fields (cont’d) Roar Harald The Roar field is developed as a satellite to Tyra with an Harald is the northernmost field in Denmark, close to the unmanned wellhead STAR platform. Roar started production in Norwegian median line. Harald is a gas condensate field and 1996 cons
Slide 24: Overview of producing fields (cont'd)
Overview of producing fields (cont’d) Kraka Rolf Kraka is a satellite development and tie-back to the Dan field Rolf is a satellite to the Gorm field. Rolf consist of an unmanned with one unmanned STAR platform wellhead platform with a helideck. The field was discovered in the Midt Rosa prospect
Slide 25: Overview of producing fields (cont'd)
Overview of producing fields (cont’d) Lulita The Lulita field is the only field in the DUC portfolio with shared ownership. DUC has 50% ownership in Lulita with Ineos (40%) and Noreco (10%) as partners (prior to acquiring Shell’s working interest in the DUC) The Lulita field is hosted by the Har
Slide 26: Other company details
Other company details Noreco has applied to the Danish Appeals Permission Board for permission to appeal the decision regarding the Siri Insurance Claims to the Supreme Court of Denmark. This is because Noreco as a matter of principle finds that the Siri insurance case Eastern High Court´s decisio
Slide 27: Board of directors and management
Board of directors and management Management Board of Directors Frederik Rustad Riulf Rustad Managing Director Chair Rustad has been with Noreco since 2015 and has in that period Rustad is a Norwegian businessman with a long track record from worked closely with management of the Company. He holds a
Slide 28: The Danish petroleum tax regime
The Danish petroleum tax regime Danish petroleum tax regime Tyra redevelopment tax incentives In 2014, a new tax regime was introduced for E&P companies operating on the Danish In 2017 Danish authorities opened for a temporary Continental Shelf, the Hydrocarbon Tax Act as of 1 January 2014 inves
Slide 29: Tyra East platform in the Danish North Sea
Tyra East platform in the Danish North Sea
Norwegian Energy Company ASA (Noreco) — Merger or Acquisition (October 2018) on 6ix