Premier Oil and Chrysaor Prepare for Merger

Wednesday, October 7, 2020

Premier and Harbour have announced that they have reached agreement with Harbour’s UK operating company Chrysaor, regarding a proposed all share merger between Premier and Chrysaor and the reorganisation of Premier’s existing debt and cross-currency swaps.

The Transaction will create the largest independent oil and gas company listed on the London Stock Exchange with combined production of over 250 kboepd (as at 30 June 2020). In addition, the Combined Group will have a strong balance sheet and significant international growth opportunities.

Key highlights

Premier to merge with Chrysaor through a reverse takeover; London listing retained
The Transaction is expected to result in Premier’s stakeholders owning up to 23 per cent of the Combined Group and Harbour and other Chrysaor shareholders owning at least 77 per cent
- Premier’s shareholders are expected to own up to 5.45 per cent1 of the Combined Group
- Chrysaor’s largest shareholder, Harbour, is expected to own up to 39.021 per cent of the Combined Group
Premier’s approximately US$2.7 billion of total gross debt and certain hedging liabilities will be repaid and cancelled on completion
- A cash payment of US$1.232 billion will be made to financial creditors of Premier and its subsidiaries (together, the “Premier Group”) and Premier Group’s cross-currency hedge counterparties (the “Existing Creditors”); Premier’s approximately US$400million of letters of credit will be refinanced; Existing Creditors will also receive shares in the Combined Group
The Combined Group’s Board of directors will comprise 11 directors including six independent non-executive directors and three executive directors including Linda Z. Cook (currently CEO of Harbour) who will be CEO of the Combined Group and Phil Kirk (currently CEO of Chrysaor) who will be President of the Combined Group and CEO Europe; the two other non-executive directors will be appointed by Harbour
The Transaction is subject to regulatory approvals and approval by Premier’s shareholders and the Existing Creditors

Conditions to closing

The Transaction is subject, amongst other things, to regulatory, shareholder and Existing Creditors’ approval.

Since the Transaction constitutes a reverse takeover for the purposes of the Listing Rules, Premier will need to seek shareholder approval and re-admission of its ordinary shares upon completion to the Official List of the FCA and to trading on the main market of the London Stock Exchange. Premier will in due course send a prospectus and circular to its shareholders convening a general meeting to approve the Transaction.

Premier’s Board intends to provide its unanimous and unconditional recommendation to Premier’s shareholders to vote in favor of the Transaction, as the Premier directors intend to do in respect of their own beneficial holdings of Premier’s shares, representing approximately 0.12 per cent of the existing share capital of Premier as at 5 October 2020, being the last practicable date prior to publication of this announcement.

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Premier Oil and Chrysaor Prepare for Merger

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Premier Oil and Chrysaor Prepare for Merger

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