GRA Moves To Tax Tullow-EO Deal

…And Edusei, Owusu Smile all the Way to the Bank

By J. Ato Kobbie, Managing Editor

Tullow Oil plc officials, last Friday, July 22, 2011 waited with bated breath, as the clock ticked towards the end of their deal to acquire Jubilee Partner, EO Group’s 3.5% shares in the West Cape Three Points (WCTP) block offshore Ghana.

It was the deadline for the Government of Ghana to consent to the transaction that would conclude the deal towards their acquisition of EO Group’s shares or there would be no deal. A statement earlier in the month by the country’s Attorney-General, Mr. Martin Amidu, that he had completed a docket on officials of the EO Group and ready to drag them to court for prosecution, over various allegations of impropriety, left industry watchers wondering what would happen to the transaction, which Tullow had formally announced on May 26, 2011.

The Attorney-General, Mr. Martin Amidu, in a recent radio interview, confirmed reports that he was getting ready to file charges against the Group, after he said investigations had been completed.

However, after a decision of Government not to prosecute officials of the EO Group, contrary to the notice served by the Attorney-General, and instead opting for $15million reparation, Cabinet approved of the deal.

The Business Analyst monitoring of a debate in government circles on whether to prosecute or not to prosecute the EO Group, saw it tilt sharply in favour of the latter group, especially after Government decided to give Kosmos Energy what was considered a slap on the wrist to walk away after its breaches of the country’s data rights and spillage. Kosmos Energy was similarly made to pay $15million reparation for the breaches it was supposed to have committed.

The Ministry of Energy and the Ghana National Petroleum Corporation (GNPC), which had the rights to assent to the deal, both subsequently, communicated their “no objection” to the parties before close of day last Friday, to effectively seal the deal that transferred the EO Group’s 3.5% interest in the WCTP license to Tullow Oil.

Tullow Oil plc, an affiliate of Jubilee Partner, Tullow Ghana Limited, subsequently announced that it has fulfilled all conditions precedent to the acquisition of the Ghanaian interests of EO Group Limited for $305 million.

Government’s assent to the deal, through the Ministry and GNPC, means George Owusu and Barwuah Edusei, the partners in the EO Group, would be smiling all the way to the bank, to cash in on the windfall from Ghana’s oil find.

Meanwhile, The Business Analyst’s checks from Ghana Revenue Authority (GRA) sources revealed that the tax authorities have been monitoring the transaction with eagle eyes from the onset and have already informed the parties that the transaction is liable to tax under Section 9(2) of the Internal Revenue Act, 2000, Act 592.

The EO Group was carried through the exploration phase under the WCTP license into production of the Jubilee Field by Kosmos Energy, and subsequently by Tullow Oil.

A release by Tullow Oil last Monday, July 25, 2011 said ‘further to the announcement made on 26 May 2011 in relation to the conditional acquisition of the Ghanaian interests of EO Group Limited for $305 million, Tullow Oil plc (Tullow) is pleased to announce that all of the conditions to the acquisition were satisfied and the acquisition completed today.’

Tullow said the deal, which has December 1, 2010 as its effective date, will increase its holding in the West Cape Three Points (WCTP) block offshore Ghana by 3.5% to 26.4% shares and increase the Group’s interest in the Jubilee Field, which it operates by 1.75% to 36.5%.

According to Tullow, 10,137,196 ordinary shares of 10p each in the capital of Tullow (Shares), are expected to be admitted on 26 July 2011 to the official list of the UK Listing Authority and the official list of the Irish Stock Exchange and to trading on the main markets of the London Stock Exchange and the Irish Stock Exchange, following the completion of the deal.

It said the shares satisfy approximately $216 million of the consideration and the balance, which includes certain working capital adjustments that have been paid in cash.

The deal brings the total number of Tullow shares in issue to 900,315,402, and the total number of voting rights in the Company is 900,315,402. The Company holds no Shares in treasury.

The company has advised shareholders to use the figure as denominator for calculations in determining their interest in, or a change to their interest in the Company under the FSA's Disclosure and Transparency Rules, if they are required to disclose.

The transaction leaves holdings in the West Cape Three Points (WCTP) as: Kosmos Energy (Operator) and Anadarko Petroleum (30.875% each); Tullow Oil (26.4%); GNPC (10%) and Sabre Oil and Gas 1.854%)

The Deepwater Tano holdings still stand at Tullow Oil (Operator) with 49.95%; Anadarko and Kosmos Energy 18% each; GNPC, 10% and Sabre Oil and Gas 4.05%.

The Jubilee Field, which straddles the two blocks and is currently producing at over 80,000 barrels of crude oil per day, has Tullow Oil as Operator with 36.5%, up from its 34.7% before the acquisition of the EO Group’s holdings of 1.75%; Kosmos Energy (23.49%), GNPC (13.75%) and Sabre Oil and Gas (2.81%). j.atokobbie@yahoo.com