Strategic Alliance with Seven Energy

Petrofac, the international oil & gas facilities service provider, has entered into a strategic alliance with Seven Energy International Limited (‘Seven Energy’), a leading Nigerian production and development company.

Subject to certain conditions being met, Petrofac has agreed to invest US$100 million, funded from cash resources, to acquire a 15.0% interest (12.6% on a fully diluted basis) in Seven Energy and will assist Seven Energy with the development of its production, processing and transportation assets. Seven Energy has also issued warrants to Petrofac which, subject to Petrofac’s satisfaction of certain performance conditions and milestones in relation to project execution, will enable Petrofac to invest up to a further US$52 million into Seven Energy, and take its interest to 19.2% on a fully diluted basis. Petrofac will be providing experienced personnel to assist with the delivery of Seven Energy’s key existing projects and will be represented on its Board and management committees. The agreements also provide for an arrangement between Petrofac and Seven Energy in relation to co-investment opportunities in Nigeria. In addition to Petrofac’s investment, existing and other new investors have agreed to invest a further US$50 million in Seven Energy.

Background to the Alliance

Petrofac has been examining how to establish an ongoing local presence in Nigeria for a number of years. Nigeria has very substantial undeveloped hydrocarbon reserves combined with a large population whose growing demands for energy are not currently being met. Nigeria is forecast to be one of the fastest growing emerging countries, and is planning for significant growth in the energy and power sectors. It is currently the tenth largest oil producer in the world with proven oil & gas reserves estimated at 37 billion barrels and 185 trillion cubic feet respectively. However, significant new infrastructure is needed to meet Nigerian Government targets. It aims to increase power generation capacity to 10,000 Megawatts by 2011, from its current capacity of 8,000, and estimates that the gas infrastructure alone will cost around US$30 billion, not including upstream development costs.

Seven Energy’s focus on gas supply projects near to delivery is a key differentiator, and the company is filling a gap in the Nigerian market for an indigenous gas player. Nigeria is one of the few regions in the world where independent development and production companies can gain access to significant onshore fields and prospects, and there are high barriers to entry for non-indigenous participants.

Seven Energy has assembled an attractive portfolio of oil & gas assets in selected areas close to significant centres of demand. Through its investment and alliance agreement Petrofac believes it can help Seven Energy by assisting them on the ground with the build out of the infrastructure necessary to fully exploit the value of these assets.

Seven Energy, a leading Nigerian development and production company

Formed in 2006, Seven Energy has assembled a portfolio of natural gas and oil assets and interests that are characterised by relatively low geologic risk fields with attractive resource potential. These Niger Delta properties are focused in two core areas selected primarily for regional natural gas demand, their relatively secure nature and the resource potential in the areas and in each field. It has also recently entered into an alliance agreement with Nigerian Petroleum Development Company (‘NPDC’) to provide technical support and development funding of NPDC’s interest in oil mining licences (OMLs) 4, 38 and 41 in exchange for a profit sharing entitlement to NPDC’s share of hydrocarbons produced therein. Seven Energy has interests in and profit share entitlements to net proven and probable reserves and contingent resources of, in aggregate, approximately 246 million barrels of oil equivalent (boe), comprising proven and probable reserves of, in aggregate, approximately 129 million boe. A substantial proportion of the contingent reserves are gas, being classified as contingent pending sales contracts and / or completion of production wells and associated infrastructure.

Seven Energy’s securities are held by, inter alia, its Nigerian founders, management and certain Africa focused private equity funds including Capital International Private Equity Funds and Standard Chartered. As at 31 December 2009, Seven Energy had gross assets of approximately US$528 million and reported a loss after tax for the year ended 31 December 2009 of approximately US$52 million.

Led by Chairman Philip Ihenacho and Chief Executive Scott Aitken, Seven Energy’s management team has a long and successful track record of developing assets in the West African hydrocarbon industry.

Gordon East, managing director, Petrofac Production Solutions, will be appointed to the Board of Seven Energy. He commented: “We look forward to working closely with Seven Energy and assisting them in the development of their portfolio of oil & gas assets. We will be drawing on capability from across the Petrofac group, including our engineering, training, consulting and operations services, to create value through both our investment in Seven Energy and as their strategic development partner. A team of Petrofac personnel will be mobilised immediately in order to support Seven Energy with the completion of its existing key projects.”

Commenting on the agreement, Ayman Asfari, group chief executive of Petrofac, said: “Nigeria is a high growth market where we have been seeking commercial opportunities for some years. Seven Energy combines a very attractive market position with considerable development upside and an experienced management team. The opportunity to both co-invest and co-develop with a well-respected partner, while deploying some of our own people, will give us the platform to establish a local presence in Nigeria and add further value for our shareholders.”

Phillip Ihenacho, chairman of Seven Energy, added: “Petrofac has a proven track record, which we think will be invaluable in developing our oil & gas assets. We look forward to working together on what we believe is an exciting opportunity.”

Interests in Seven Energy expressed on a fully diluted basis assume the full conversion of all convertible securities and exercise of all outstanding warrants and options.