UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For the
month of March 2010
Commission
File Number 1-14966
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CNOOC
Limited
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(Translation
of registrant’s name into English)
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65th
Floor
Bank
of China Tower
One
Garden Road
Central,
Hong Kong
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(Address
of principal executive offices)
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Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
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Form
20-F X
Form 40-F ___
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Indicate
by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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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): Not
applicable
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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CNOOC
Limited
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By:
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/s/
Jiang Yongzhi
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Name:
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Jiang
Yongzhi
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Title:
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Joint
Company Secretary
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Dated:
March 15, 2010
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Announcement
dated March 14, 2010.
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99.2
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Press
release dated March 14, 2010, entitled “CNOOC Ltd. Established Joint
Venture with Bridas Energy
Holdings”.
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Exhibit
99.1
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this document, make no representation
as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this document.
(Incorporated
in Hong Kong with limited liability under the Companies Ordinance)
(Stock
Code: 883)
ANNOUNCEMENT
The board
of directors (the “Board”) of CNOOC Limited (the
“Company”) is pleased to
announce that the Company proposes to form a 50%/50% joint venture with Bridas
Energy Holdings Ltd (“BEH”) in Bridas Corporation
(the “JVCo”) for a
consideration of approximately US$3.1 billion (equivalent to approximately HKD24
billion, at the exchange rate of USD1 = HKD7.7587, being the exchange rate
prevailing on 12 March 2010) in cash (the “Transaction”). BEH is an
independent third party of the Company. In this connection, CNOOC International
Limited, a wholly owned subsidiary of the Company, entered into the relevant
transaction documents with BEH on 13 March 2010. The JVCo is currently a wholly
owned subsidiary of BEH and could have its name changed after completion of the
Transaction. The Transaction will be funded from the internal resources of the
Company.
Completion
of the Transaction is subject to certain terms and conditions, including, among
other things, all necessary governmental and regulatory approvals, permissions
and consents in the People’s Republic of China having been obtained and certain
events constituting material adverse change not having occurred prior to
completion. The Transaction is expected to be completed in the first half of
2010.
Upon
completion of the Transaction, the Company, through CNOOC International Limited,
and BEH will each hold a 50% interest in the JVCo. A joint venture
deed has been entered into between CNOOC International Limited, BEH and the
JVCo, which allows the two shareholders to make management decisions in relation
to the JVCo on a joint basis.
Information on the JVCo
The JVCo
is a private company incorporated in the British Virgin Islands with a focus on
oil and gas exploration and production. The JVCo, through its
affiliates (including a 40% interest
in Pan American Energy LLC), has exploration and production activities in
Argentina, Bolivia and Chile. At the end of 2009, the JVCo had proven
reserves of 636 million barrels of oil equivalent (“BOE”) and an average daily
production of 92 thousand BOE.
Reasons
for the Transaction
The
Transaction is aligned with the Company’s growth strategy by expanding the
Company’s reach into Latin America and establishes a foundation for future
growth in the region and other countries. The JVCo has a world-class oil and gas
asset portfolio with significant growth potential through future
explorations. The JVCo’s strong management team has a proven track
record of developing oil and gas resources in Latin America. In
addition, on a proportionate basis, based on relevant 2009 statistics, it is
expected that, upon completion of the Transaction, proven reserves and average
daily production of the Company will be increased by 318 million BOE and 46
thousand BOE respectively.
* * *
This
announcement is made pursuant to Rule 13.09(1) of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited.
This
announcement is published on the website of The Stock Exchange of Hong Kong
Limited (http://www.hkex.com.hk) and on the Company’s website
(http://www.cnoocltd.com).
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By
Order of the Board
CNOOC
Limited
Jiang
Yongzhi
Joint
Company Secretary
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Hong
Kong, 14 March 2010
As at the
date of this announcement, the Board comprises the following:
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Executive
Directors
Fu
Chengyu (Chairman)
Yang
Hua
Wu
Guangqi
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Independent
Non-executive Directors
Edgar
W. K. Cheng
Chiu
Sung Hong
Lawrence
J. Lau
Tse
Hau Yin, Aloysius
Wang
Tao
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Non-executive
Directors
Zhou
Shouwei
Cao
Xinghe
Wu
Zhenfang
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Exhibit 99.2
CNOOC
LIMITED
For
Immediate Release
CNOOC Ltd. Established Joint Venture with Bridas Energy
Holdings
(Hong Kong, March
14, 2010) CNOOC Limited (the “Company" or “CNOOC Ltd.”, NYSE: CEO, SEHK: 0883)
announces today that the Company,
proposes to form a 50%/50% joint venture with Bridas Energy
Holdings Ltd (“BEH”) in Bridas Corporation ("Bridas" or the “JVCo”) for a consideration of approximately
USD3.1 billion in cash. In this connection, CNOOC
International Limited, a wholly owned subsidiary of the Company, entered into
the relevant transaction documents with BEH on 13 March 2010. The JVCo is currently a wholly owned subsidiary of BEH and could have its name changed after
transaction completion. The transaction will be funded from the
internal resources of the
Company.
Completion of this transaction is conditional on, amongst others,
necessary government and regulatory
approvals of
People’s Republic of China, and is expected to take place in the first half of 2010.
Upon completion of the transaction, the Company and BEH will each hold a 50% interest
in Bridas, and will jointly make management
decisions. Currently,
Bridas, through its affiliates (including a 40% interest in Pan
American Energy LLC)
has oil and gas exploration and production
activities in Argentina, Bolivia and Chile.
This transaction is
aligned with the Company’s growth strategy by expanding its reach into Latin
America and establishes a foundation for future growth in the region and other
countries.
Based on relevant 2009 statistics and on a proportionate basis, it is
expected that, upon completion of the transaction, proven reserves and average
daily production of the Company will be increased by 318 million barrels of oil equivalent
(“BOE”) and 46 thousand BOE respectively.
Chairman and Chief Executive Officer,
Mr. Fu Chengyu said: “BEH
is one of
the foremost companies in Argentina and a pioneer in the oil and gas
industry. This joint venture is aligned with our philosophy of
seeking partnerships to expand our global footprints. I trust this investment will
bring value to our shareholders both in short term and long
run.”
Commenting on the joint venture,
President, Mr. Yang Hua said: “Bridas, with a world-class oil and gas asset portfolio,
is a very good beachhead for us to enter Latin America. Through this transaction,
we’ll establish a fair presence in this
region, which will further enable the Company’s production and reserve growth in the
future.”
– End
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Notes
to Editors:
More information
about the Company is available at http://www.cnoocltd.com.
*** *** ***
***
This press release
includes “forward-looking statements” within the meaning of the United States
Private Securities Litigation Reform Act of 1995, including statements regarding
expected future events, business prospectus or financial results. The words
“believe”, “intend”, “expect”, “anticipate”, “project”, “estimate”, “plan”,
“predict” and similar expressions are intended to identify such forward-looking
statements. These statements are based on assumptions and analyses made by us
that we believe are reasonable under the circumstances. However, whether actual
results and developments will meet our expectations and predictions depend on a
number of risks and uncertainties which could cause our actual results,
performance and financial condition to differ materially from our expectations.
For a description of these and other risks and uncertainties, please see the
documents we file from time to time with the United States Securities and
Exchange Commission, including our 2008 Annual Report on Form 20-F filed on May
8, 2009.
*** *** ***
***
For further
enquiries, please contact:
Mr. Jiang
Yongzhi
Joint Company
Secretary and General Manager of Investor Relations Department
CNOOC
Limited
Tel:
+86-10-8452-1731
Fax:
+86-10-8452-1441
E-mail:
jiangyzh2@cnooc.com.cn
Ms. Sharon
Fung
Ketchum Newscan
Public Relations Ltd
Tel: +852-3141-8082
Fax:
+852-2510-8199
E-mail:
sharon.fung@knprhk.com