Premier Oil : Proposed Acquisition of UK North Sea Assets from E.ON and Temporary Suspension of Shares

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13 Jan 2016

Premier Oil today announces it has agreed to acquire the whole of E.ON's UK North Sea assets for a net consideration of $120 million plus working capital adjustments. The proposed acquisition, which will be funded from existing cash resources, adds immediate cash generative production, realises tax synergies on Premier's current c.$3.5bn UK tax loss position and is accretive to lending covenants.

The assets being acquired are located in the Central North Sea, West of Shetlands and the Southern Gas Basin and add stable UK gas revenues to the portfolio rebalancing Premier's commodity exposure.

Tony Durrant, Chief Executive, commented:

'We are pleased to have agreed this value accretive deal as we continue to execute our strategy of focusing the portfolio on our core regions. Having recently completed the sale of our Norwegian assets for $120 million, this transaction allows us to further consolidate our interests in the UK North Sea where any acquisitions are immediately value enhancing as a result of our existing UK tax position.

Premier has historically been able to capture long term value through acquisitions in low oil price environments. The material increase in low cost production and cash flow generation in 2016 and 2017, is materially covenant accretive and strengthens Premier's financial position in the current environment.'

Rationale for the acquisition

The proposed acquisition will:

• add c.15 kboepd of net production to Premier in 2016 and c.64mmboe to Premier's net reserves and contingent resources, at an implied cost of c.$1.9/boe

• accelerate Premier's existing UK tax loss position of c.$3.5 billion

• provide potential to generate significant operating and cost synergies across the combined UK North Sea business

• increase Premier's presence in the Central North Sea including a stake in the producing world class Elgin-Franklin asset and related fields

• consolidate our interest in Huntington (pro-forma 100%) and assume operatorship with potential to reduce costs and optimise production

• enlarge Premier's UK portfolio with the highly attractive Tolmount Area development

Financial benefits of the acquisition

The proposed acquisition:

• adds significant production and associated cash flow in 2016 and 2017 even at current oil and gas prices

• adds assets with a valuable hedging portfolio

• 2016: 32% estimated gas production @ 63p/therm, 33% estimated liquids @$97/bbl
• 2017: 21% estimated gas production @ 57p/therm

• will be materially covenant accretive for Premier, expected to add headroom of c.$500million at 30 June 2016 and 31 Dec 2016 at current oil and gas prices

• will be financed out of existing cash flow with a rapid payback of around 2 years

• allows Premier to share the abandonment cost exposure on Ravenspurn North and Johnston with E.ON

• includes c.£250 million of tax paid historically accessible to offset against future decommissioning expenditure

Asset Highlights

Premier will acquire interests in licences concentrated in the Central North Sea, West of Shetlands and the Southern Gas Basin.
Acquired asset interests include:

• Elgin-Franklin (5.2%, TOTAL Operated) - world class asset currently producing 114kboepd with operating costs of c.$8/boe

• Huntington (25%, Operatorship) - currently produces c.15kboepd with remaining reserves of 10mmboe. Premier's interest will increase to 100%.

• Babbage (47%, Operatorship) - currently produces from five wells with infield and near-field growth opportunities

• Tolmount (50%, Operatorship) - one of the largest discoveries in the Southern Gas Basin in recent years with estimated gross resources of 200Bcf-1Tcf

The gross assets and loss attributable to the assets being acquired were £670 million and £111 million respectively, as at 31 December 2014, the loss position driven largely by impairments at the year end.

Acquisition Timetable/Temporary Suspension of Trading of Ordinary Shares

Consideration for the acquisition is $120 million with an effective date of 1 January 2015 plus an agreed working capital adjustment. The entity to be acquired includes positive cash balances which will be retained by Premier. The effect of the adjustment to consideration may cause the transaction to be classified as a reverse takeover under the FCA Listing Rules and therefore the Company has requested the temporary suspension of trading in its Ordinary Shares.

The Acquisition requires approval from the Company's shareholders, US Private Placement holders and banks. A shareholder circular and notice of meeting will be published in due course.

Enquiries

Premier Oil plc
Tel: [phone]
Tony Durrant, CEO
Richard Rose, Finance Director

Bell Pottinger
Tel: [phone]
Gavin Davis
Henry Lerwill

There will be a conference call at 3 p.m. today for analysts and investors, the details of which are as follows:

Dial in number: 020 3059 8125
Password: Premier Oil

A short presentation detailing the transaction and the assets being acquired will be available on the Company's website before the call.

This announcement may contain certain forward-looking statements and information that both represents management's current expectations or beliefs concerning future events and are subject to known and unknown risks and uncertainties. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may occur in the future. There are a number of factors which could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements and forecasts. Nothing in this announcement should be construed as a profit forecast. Past share performance cannot be relied on as a guide to future performance.