In advance of the bid (which was ultimately successful), the Ince team undertook due diligence on the licenses and reviewed various upstream oil and gas contracts including joint operating agreements and terminal and pipeline agreements. The team also assisted in negotiating a complex share purchase agreement and tax deed and carried out more extensive due diligence and disclosure procedures.
Ince & Co acted for Revus Energy ASA in connection with its bid to purchase the issued shares capital of Palace Exploration Company (United Kingdom) Limited (PEC(UK)) from its US based parent, PEC(UK) on its own and with its subsidiary, Palace Exploration Company (E&P) Limited, owned petroleum production and seaward production licenses on the UK Continental Shelf.
In the early stages of negotiation the team were made aware the seller was involved in litigation in the US with an investor who was claiming a beneficial interest in various assets including those Revus proposed to acquire. The team carried out extensive negotiation with the third party litigant with a view to ring-fencing the assets for Revus.
In tandem with the sale and purchase transaction, Ince advised Revus in connection with the financing aspects of the acquisition and reviewed and negotiated facility and security documentation along with the prospectus wording for an offering of shares on the Oslo Stock Exchange. The financing structure required the carrying out of a "whitewash" procedure for the purposes of the UK Companies Act, with which we assisted as well as dealing with various issues arising from the process.
Revus Energy purchased PEC(UK) for US$258 million.