Monday, March 22, 2004
PRESS RELEASE–BG Group announced today that it intends to make a recommended take-over offer of Canadian $5.10 per share for all of the shares in Aventura Energy Inc. (Aventura), through its wholly-owned Canadian subsidiary, BG Canada Ltd. The total purchase price to be paid by BG Group is approximately Canadian $228 million (US$171 million)
Aventura is an exploration and production company with a 65% participating interest in, and operatorship of, the 111 square kilometre, onshore Central Block exploration licence in south Trinidad. Petrotrin, the state-owned hydrocarbon company, holds the remaining 35%. The estimated proved and probable reserves in the licence are approximately 0.5 trillion cubic feet.
Martin Houston, Executive Vice President, BG North America, Caribbean and Global LNG, said:
"Trinidad and Tobago is of core importance for BG Group, and this acquisition further strengthens and complements our existing business in the country. Through BG’s involvement in all aspects of the LNG chain, we are ideally placed to realise synergies not readily accessible to others. Aside from the discovered reserves, the key factors in our evaluation of the asset are the considerable exploration potential and anticipated low capital and operating costs, given the asset’s onshore location and proximity to the new Cross Island Pipeline."
Aventura’s shares are listed on the Toronto Stock Exchange, and approximately 72% is owned by the Vermilion Energy Trust, through its subsidiary Vermilion Resources Ltd. (Vermilion).
The Board of Directors of Aventura unanimously intends to recommend BG Group’s takeover bid. In addition, Vermilion and the Directors of Aventura have irrevocably agreed to accept the offer, and consequently BG now has commitments to accept the offer from the holders of approximately 74% of the outstanding shares of Aventura. The offer, once made, will remain subject to a number of conditions, including the acceptance of the offer by the holders of 90% or more of the shares, and there being no material adverse change to Aventura.
In 2000, Carapal Ridge, a structure within the Central Block, became the largest onshore discovery made in Trinidad and Tobago in the last 40 years when it tested at 62 million standard cubic feet of gas per day (mmscfd) and 1,625 barrels of condensate per day (bcpd). The discovery well is on an extended production test with approximately 20 mmscfd and about 500 bcpd being sold to Petrotrin. Gas is transported via a 12km 10-inch pipeline that connects to NGC’s network. Other discoveries in the Central Block include the Corosan-1 well, which, in late-2001, tested at 8.2 mmscfd, and the Baraka-1 well, which, in July 2003, tested at 22 mmscfd and 660 bcpd.
BG’s acquisition of Aventura is subject to Canadian securities law. BG expects the offer to be mailed to Aventura shareholders by the end of March. BG’s offer must remain open for at least 35 days after the bid circular setting out the details of the offer is posted to Aventura’s shareholders, and may be extended at BG’s option.