On June 18, 2011 Alliance Oil Company Ltd (“Alliance”) and Repsol Exploración, S.A. (“Repsol”) announced the signing of a non-binding Memorandum of Understanding (“MoU”) to form an exploration and production joint venture in the Russian Federation. In a regulatory filing with The Comisión Nacional del Mercado de Valores (CNMV), the agency in charge of supervising and inspecting the Spanish Stock Markets and the activities of all the participants in those markets, Repsol has provided the following information:
“Repsol and Alliance Oil have agreed a Memorandum of Understanding for the creation of a joint venture to carry out upstream activity in Russia. Repsol will have a 49% stake and Alliance 51%. The joint venture will have an initial value of approximately $800 million. Alliance will contribute assets worth $600 million. Repsol will invest $200 million in a capital increase and will acquire shares for a further $200 million, taking total investment to $400 million.
The transaction is subject to final negotiations on contractual terms, due diligence on the assets to be contributed by Alliance Oil and on securing the corresponding regulatory and corporate approvals. It is hoped these can be obtained before the end of 2011.”
Alliance Oil Company Ltd has noted the disclosure and further notes that the transaction, the valuation of the joint venture and the respective contributions of Alliance and Repsol remain subject to negotiation of final contracts, due diligence and relevant approvals.