SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For January 22, 2002
CNOOC Limited
(Translation of registrant's name into English)
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65th Floor
Bank of China Tower
One Garden Road
Central, Hong Kong
(Address of principal executive offices)
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(Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F)
Form 20-F X Form 40-F
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(Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
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(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): N/A.)
Company Press Release
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CNOOC LIMITED
(incorporated in Hong Kong with limited liability under the Companies Ordinance)
DISCLOSEABLE TRANSACTION
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The board of Directors of the Company wishes to announce that on 18 January
2002 the Company and CNOOC Southeast Asia Limited, a wholly-owned subsidiary
of the Company, entered into a share purchase agreement to acquire the shares
in and intercompany loans owing by 9 subsidiaries of Repsol YPF, S.A. which
together hold a portfolio of operated and non-operated interests in oil and
gas production sharing and technical assistance contracts in contract areas
located offshore and onshore Indonesia.
The aggregate consideration for the Shares and Intercompany Loans shall,
subject to adjustment, be US$585 million (HK$4,563 million) in cash.
Completion of the acquisition shall be on or before 30 September 2002 or such
other date as the parties may agree.
The entering into of the Agreement by the Company and the Purchaser
constitutes a discloseable transaction for the Company under the Listing
Rules. The Company will send a circular containing further details of the
Agreement to the shareholders of the Company as soon as practicable.
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Date of the Agreement
18 January 2002
Parties to the Agreement
1) Sellers : YPF Energy Holdings N.V., Repsol Exploracion S.A.,
Repsol International Finance B.V. and YPF
International Ltd, each of which is a wholly-owned
subsidiary of Repsol YPF, S.A., a Spanish integrated
oil and gas company which is an independent third
party not connected with the directors, chief
executive or substantial shareholders of the
Company or any of its subsidiaries or any of their
respective associates (as defined in the Listing
Rules).
2) Sellers' Guarantor : Repsol Exploracion S.A. (as guarantor of the
Sellers' obligations under the Agreement)
3) Purchaser : CNOOC Southeast Asia Limited
4) Purchaser's : the Company (as guarantor of the Purchaser's
obligations under the Guarantor Agreement)
Assets to be Acquired
The assets to be acquired are the Shares of, and the Intercompany Loans owed
by, the Target Companies. The main businesses of the Target Companies are the
exploration, development and production of oil and gas offshore and onshore
Indonesia. Their main assets comprise a portfolio of operated and non-operated
interests in an aggregate of five production sharing and technical assistance
contracts in that region. Based on the Company's internal review, the Company
estimates the net working interest proved reserves of the assets as at the
Effective Date at approximately 360 million BOE.
These interests owned by the Target Companies comprise the following assets
(the remaining interest being owned by independent third parties):-
Contract % interest in the Contract
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South East Sumatra PSC 65.34
Offshore Northwest Java PSC 36.72
West Madura PSC 25.00
Poleng TAC 50.00
Blora PSC 16.70
As at the Effective Date, the Shares and Intercompany Loans were valued by the
Company at US$585 million (HK$4,563 million).
The net profits before and after taxation and extraordinary items of the
Target Companies (on a combined basis) for the two full financial years ended
31 December 1999 and 31 December 2000 and for the 11 months ended 30 November
2001 were as follows:-
12 months ended 31 12 months ended 31 11 months ended 30
December 1999 December 2000 November 2001
US$'000 US$'000 US$'000
Net profit before taxation
and extraordinary items 129,801 220,277 156,033
Net profit after taxation
and extraordinary items 57,021 71,685 80,164
For the 12 months ended on each of 31 December 1999 and 31 December 2000, the
above figures are derived from the audited accounts of the Target Companies
(except for YPF Blora Ltd and PT IIAPCO, in respect of which they are derived
from unaudited management accounts). For the 11 months ended 30 November 2001,
these figures are derived from unaudited management accounts of the Target
Companies. The unaudited aggregate net asset value of the Target Companies (on
a combined basis) as at 30 November 2001 was approximately US$223 million
(HK$1,739 million).
South East Sumatra PSC (aggregate 65.34% interest)
This is a contract area covering approximately 8,100 square km located
offshore Sumatra and is the largest of the assets held by the Target
Companies. Following Completion it will be operated and majority owned by the
Group. It is the largest offshore oil development in Indonesia and one of
Indonesia's most successful PSC's, having produced more than 1 billion barrels
of oil in more than 20 years of production. The concession expires in 2018.
Offshore Northwest Java PSC (aggregate 36.72% interest)
This is a contract area covering approximately 13,800 square km, located in
the Southern Java Sea, offshore Jakarta, and is also one of Indonesia's most
successful PSC's, having also produced more than 1 billion BOE in more than 20
years of production. It is operated by a member of the BP p.l.c. group and
currently produces crude oil and natural gas, selling natural gas to the
Indonesia State Electric Company and the Indonesia State Gas Utility Company.
The concession expires in 2017.
West Madura PSC (25.00% interest) and Poleng TAC (50.00% interest)
These are smaller contract areas offshore Java, near the island of Madura and
the Java city of Surabaya. The contract areas cover approximately 1,600 square
km combined. Kodeco Energy Company is the operator for the West Madura PSC and
Korea Development Co. Ltd is the operator for the Poleng TAC, in each case
assisted by certain Target Companies. These contract areas currently produce
crude oil and natural gas, selling natural gas to the Indonesia State Electric
Company. The West Madura PSC expires in May 2011. The Poleng TAC expires in
December 2013.
Blora PSC (16.70% interest)
This contract area lies entirely onshore Java and covers an area of
approximately 4,800 square km. There has been no production of crude oil or
natural gas from this concession. The operator is currently Coparex Blora B.V.
The concession expires in 2026.
Consideration
The aggregate consideration for the Shares and the Intercompany Loans, to be
paid in cash on Completion, shall be US$585 million (HK$4,563 million),
subject to adjustment by reference to changes in the level of Intercompany
Loans up to Completion, the level of working capital as at the Effective Date,
dividends declared prior to Completion and interest. If there is a material
increase in the aggregate consideration after the foregoing adjustments, the
Company will issue a further announcement and comply with the relevant
requirements of the Listing Rules. The aggregate consideration will also be
adjusted by reference to changes in future oil prices over an agreed period
following the date of the Agreement, subject to a maximum increase or decrease
of US$30 million (HK$234 million).
As at the Effective Date the balance of Intercompany Loans outstanding,
including accrued interest, was approximately US$335 million (HK$2,613
million).
The consideration for the Shares and the Intercompany Loans was determined
based on an arm's length negotiation between the Sellers and the Purchaser and
the Company's internal valuation.
Conditions Precedent
The acquisition of the Shares and the Intercompany Loans is conditional upon
the following conditions precedent being fulfilled or waived on or before 30
September 2002 (or such other date as is agreed by the Sellers and the
Purchaser):
(a) receipt of the approval by the Government of Indonesia and Pertamina (as
necessary) to the transfer of the Shares to the Purchaser;
(b) no challenge to the transfer of any of the Shares to the Purchaser having
been made by any other party to any agreement relating to the assets of
the Target Companies, prior to Completion; and
(c) in the case of the Shares and Intercompany Loans of YPF Poleng B.V. only,
no current party to the joint operating agreement with Korea Development
Co., Ltd., ("Poleng JOA") having indicated an intention to exercise its
right to acquire all or any part of the participating interest in the
Poleng TAC from YPF Poleng B.V. or the shares of YPF Poleng B.V. within
thirty days of the notice to the other current parties to the Poleng JOA
sent pursuant to the Agreement.
If the condition precedent in (c) above is not satisfied, the Shares and
Intercompany Loans of YPF Poleng B.V. will be excluded from the sale and the
consideration will be reduced accordingly.
Completion shall take place on a date no later than ten business days after
satisfaction (or waiver by the Purchaser) of the condition in (a) above and
(in the case of YPF Poleng B.V.) the condition in (c) above, but subject to
the condition in (b) above being satisfied up to the date of Completion
(unless waived by the Purchaser).
Means of Financing
The consideration is to be funded by internal sources. The Directors believe
that the Company has sufficient internal resources to finance the
consideration.
Co-operation Agreement
On Completion, Repsol Exploration Services Limited and the Purchaser will
enter into a co-operation agreement, under which Repsol Exploration Services
Limited (an independent third party not connected with the directors, chief
executive or substantial shareholders of the Company or any of its
subsidiaries or any of their respective associates (as defined in the Listing
Rules)) will provide to the Target Companies consulting assistance on arm's
length terms for a period of up to six months, in order to achieve a smooth
transition of the businesses of the Target Companies to the Purchaser.
Reasons for Entering into the Agreement
The principal activity of the Company and its subsidiaries is the exploration,
development and production of crude oil and natural gas offshore China. The
acquisition of the Target Companies is consistent with the Company's plan to
expand its production and reserves. Furthermore, the Company believes it
represents a unique opportunity to make an acquisition of producing assets
that fit with the Company's offshore expertise and experience.
General
The entering into of the Agreement by the Company and the Purchaser
constitutes a discloseable transaction on the part of the Company under the
Listing Rules.
A circular will be despatched to the shareholders of the Company as soon as
practicable.
Definitions
Unless otherwise defined, the following terms used in this announcement shall
have the following meanings:-
"Agreement" - means the agreement dated 18 January 2002
relating to the acquisition of the Shares and
Intercompany Loans, described above
"BOE" - means barrels-of-oil equivalent
"Company" - means CNOOC Limited
"Completion" - means completion of the acquisition of the Shares
and Intercompany Loans pursuant to the Agreement
"Directors" - means the directors of the Company
"Effective Date" - means 01.00 am 1 January 2002, Hong Kong time
"Group" - means the Company and its subsidiaries from time
to time
"Intercompany Loans" - means the net aggregate amount, including
accrued interest, owed by the Target Companies to
Repsol Netherlands Finance B.V., an affiliate of
the Sellers
"Listing Rules" - means the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong
Limited
"PSC" - means production sharing contract
"Purchaser" - means CNOOC Southeast Asia Limited, registered in
Bermuda, a wholly-owned subsidiary of the Company
"Shares" - means, in relation to the Target Companies, their
entire existing issued and fully paid up shares
"TAC" - means technical assistance contract
"Target Companies" - means the 9 companies whose names and
jurisdiction of incorporation are set out below:
YPF-Maxus Southeast Sumatra B.V. - Netherlands
Repsol Exploracion Sunda B.V. - Netherlands
Repsol (Sumatra) Exploration and - Cayman Islands
Production Limited
YPF Java Baratlaut B.V. - Netherlands
Repsol (Java) Exploration and - Cayman Islands
Production Limited
YPF Madura Barat B.V. - Netherlands
YPF Poleng B.V. - Netherlands
YPF Blora Ltd. - Cayman Islands
PT IIAPCO - Indonesia
In this announcement US dollars are converted into Hong Kong dollars at the
exchange rate of US$1 = HK$7.8.
By order of the Board
CNOOC Limited
Wei Liucheng
Chairman
Hong Kong, 18 January 2002
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Notes to Editors:
CNOOC LIMITED - BACKGROUND
Incorporated in Hong Kong in August 1999, the Company is the dominant producer
of crude oil and natural gas offshore China. The Company is also one of the
largest
independent crude oil and gas exploration and production companies in the
world. As of December 31, 2000, its net proved reserves were 1.8 billion
barrels-of-oil equivalents and its net production totaled 239,337 BOE per day.
The Company has interests in 45 crude oil and gas properties in four major
producing areas: Bohai Bay, Western South China Sea, Eastern South China Sea
and East China Sea. The Company is a major oil and gas company in China with
approximately 1,000 employees.
CNOOC LIMITED - RELATIONSHIP WITH ITS PARENT COMPANY
The Company is a 70.6% held subsidiary of China National Offshore Oil
Corporation ("CNOOC"). The Company is the sole vehicle through which CNOOC
carries out oil and gas exploration, development and production activities
offshore China and internationally.
CNOOC, the parent company, is involved in the administrative, research and
services functions for the PRC offshore petroleum industry as well as other
mid- or down-stream petroleum projects.
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This press release contains statements that are not historical facts,
including statements about beliefs and expectations of the directors of the
Company. These forward-looking statements are based on current plans,
estimates and projections, and therefore you should not place undue reliance
on them. Forward-looking statements speak only as of the date they are made,
and the directors of the Company undertake no obligation to update publicly
any of them in light of new information or future events. Forward-looking
statements involve inherent risks and uncertainties. You are cautioned that a
number of important factors could cause actual results to differ materially
from those contained in any forward-looking statement. Such factors include,
but are not limited to, changes of the PRC's economic, political and social
conditions as well as government policies.
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For further enquiries, please contact:
Mr. Xiao Zongwei
CNOOC Limited
Tel : +86 10 8452 1646
Fax: +86 10 8452 1648
E-mail: xiaozw@cnooc.com.cn
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be issued on its behalf
by the undersigned, thereunto duly authorized.
CNOOC Limited
By: /s/ Cao Yunshi
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Name: Cao Yunshi
Title: Company Secretary
Dated: January 22, 2002