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 9, 2006
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 Acquires 45% Stake in Offshore Nigerian Oil Mining License
130 for US $2.268 Billion in Cash
(Hong Kong, January 9, 2006) - CNOOC Limited (the "Company", NYSE: CEO, SEHK:
883) signed a definitive agreement with South Atlantic Petroleum Limited
("SAPETRO") to acquire a 45% working interest in an offshore oil mining
license "OML 130" in Nigeria for US$2.268 billion in cash, subject to
adjustments. The purchase will be funded from the internal resources of the
Company.
OML 130 is covered by both a Production Sharing Agreement ("PSA") and a
Production Sharing Contract ("PSC"), each of which governs a 50% interest in
OML 130. SAPETRO is currently the sole contractor and 100% interest holder in
the PSC. Under this agreement, the Company will be acquiring a 90% interest in
the PSC and hence, a 45% working interest in OML 130.
Located in Nigeria, one of the world's largest crude oil exporters, the Niger
Delta region is one of the world's most prolific oil and gas basins. OML 130
covers an area of approximately 500 square miles in the Niger Delta and is a
deep water block with water depths ranging around 1,100 m to 1,800 m. OML 130
contains the Akpo field, which was discovered in 2000. Besides Akpo, OML 130
contains three other significant discoveries - Egina, Egina South and Preowei.
The block also contains a range of further exploration prospects. Akpo's P50
liquid recoverable volumes have been estimated by Total, the operator of OML
130, to be approximately 600 mmbbls, with potential for additional P50
recoverable oil in excess of 500 mmbbls for the whole OML130 area. Akpo is
expected to come on-stream by the end of 2008 and reach peak production
shortly thereafter. Total production is expected to increase sharply when
Egina, Egina South and Preowei will come on-line. At a price of approximately
US $4.6/boe (multiple calculated based on the P50 recoverable volumes of Akpo
and other additional volumes in the OML 130 area), the acquisition is on
highly attractive terms even compared to other recent world-scale upstream
transactions.
Commenting on the acquisition, Chairman and Chief Executive Officer, Fu
Chengyu said: "The purchase of this interest in OML 130 helps CNOOC gain
access to an oil and gas field of huge interest and upside potential, located
in one of the world's largest oil and gas basins. With one of the leading deep
water experts as the operator of the field, we have every confidence for the
fast and efficient production of oil."
He further commented: "This transaction is perfectly aligned with the CNOOC's
long term strategy of achieving growth through the exploration and development
of offshore fields and achieving geographic diversification of the company's
portfolio."
The transaction is expected to close in the first half of 2006, and is
conditional on, among other things, Nigerian National Petroleum Corporation
("NNPC") and Chinese government approvals.
Goldman Sachs (Asia) L.L.C acted as financial advisor to the Company in
connection with this transaction.
More information about the transaction can be found on the Company's website
(www.cnoocltd.com).
End
Conference Call Information:
6:00 p.m. HKT Investor and Analyst Call
CNOOC Limited (the "Company") will host a conference call on January 9, 2006
at 6:00 p.m. HKT to discuss the transaction. The slides will be available on
the Company's website. To access this conference call, please use the
following numbers:
Hong Kong: 3005 2050
China - Netcom*: 10 800 852 1179
China - Telecom*: 10 800 152 1179
Singapore: 800 852 3576
United States: 1 866 549 1292
International: 852 3005 2050
Passcode 425978#
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6:45 p.m. HKT Media Call
A conference call for media will be held today at 6:45 p.m. at the following
numbers:
Hong Kong: 3005 2050
China - Netcom*: 10 800 852 1179
China - Telecom*: 10 800 152 1179
Singapore: 800 852 3576
United States: 1 866 549 1292
International: 852 3005 2050
Passcode 260291#
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*Depend on telephone service provider in China: China Netcom or China Telecom
For further enquiries, please contact:
Investor Xiao Zongwei
86 10 8452 1646
CNOOC Limited
Media
China: Tim Payne or Ray Bashford
852 3512 5000
Brunswick Group
Caroline Jinqing Cai
86 10 6535 2245
Brunswick Group
Africa: Roderick Cameron
27 11 268 5750
Brunswick Group
Notes to Editors:
CNOOC LIMITED - BACKGROUND
CNOOC Limited (the "Company", together with its subsidiaries, the "Group") -
Incorporated in Hong Kong in August 1999, CNOOC Limited was listed on the New
York Stock Exchange ("NYSE") (code: CEO) and The Stock Exchange of Hong Kong
Limited ("HKSE") (code: 0883) on 27 and 28 February 2001, respectively. The
Company was admitted as a constituent stock of the Hang Seng Index in July
2001.
The Group is China's largest producer of offshore crude oil and natural gas
and one of the largest independent oil and gas exploration and production
companies in the world. The Company mainly engages in offshore oil and natural
gas exploration, development, production and sales.
The Company has four major oil production areas offshore China which are Bohai
Bay, Western South China Sea, Eastern South China Sea and East China Sea. It
is the largest offshore oil producer in Indonesia. The Group also has certain
upstream assets in regions such as Australia.
As at 31 December 2004, the Company owned net proved reserves of approximately
2.2 billion barrels-of-oil equivalent and its annual daily average net
production was 382,513 barrels-of-oil equivalent per day.
The Group had 2,524 employees as at December 31, 2004.
CNOOC LIMITED - Relationship with its parent company, CNOOC
CNOOC Limited, incorporated in Hong Kong, is a 70.64% held subsidiary of China
National Offshore Oil Corporation ("CNOOC"). CNOOC Limited is the sole vehicle
through which CNOOC carries out oil and gas exploration, development,
production and selling activities offshore China and internationally.
CNOOC, the parent company, is involved in the administrative, research and
services functions for the People's Republic of China's offshore petroleum
industry as well as other mid- or down-stream petroleum projects.
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This press release contains statements about expected future events and
financial results that are forward-looking and subject to risks and
uncertainties. For those statements, we claim the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. The following important factors could affect
future results and could cause those results to differ materially from those
expressed in the forward-looking statements: whether a transaction with South
Atlantic Petroleum Limited ("SAPETRO") will occur and the terms and conditions
of any such transaction; the extent and timing of our ability to realize
synergies from the transaction; the effect of the transaction on employees,
customers
and other persons that have a material commercial relationship with CNOOC
Limited ("CNOOC Ltd.") or SAPETRO and our ability to maximize the value of
those relationships; the possibility that the anticipated benefits from the
acquisition cannot be fully realized; the possibility that costs or
difficulties related to the integration of SAPETRO operations will be greater
than expected; the impact of competition; the parties' ability to obtain
required regulatory and other approvals in connection with the transaction;
and other risk factors relating to our industry as detailed from time to time
in each of CNOOC Ltd.'s reports filed with the SEC. In addition, future
results could also differ materially from those expressed in the forward
looking statements. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this press
release. Unless legally required, CNOOC Ltd. undertakes no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report on Form 6-K to be signed
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 9, 2006