Norton Rose Fulbright advises Tullow on publication of Class 1 circular in connection with US$180m sale of assets in West Africa

Global law firm Norton Rose Fulbright has advised Tullow Oil plc (Tullow) on the publication of the Class 1 circular associated with Tullow’s US$180 million sale of assets in West Africa to Panoro Energy ASA (Panoro). 

The sale of Tullow’s interests in Equatorial Guinea constitutes a Class 1 transaction for Tullow under the UK Listing Rules requiring the publication of an FCA approved circular and the approval of Tullow’s shareholders. The circular was published on March 2, 2021 and contains a notice convening a general meeting of Tullow to be held on March 18, 2021. The sale of the Dussafu assets constitutes a Class 2 transaction under the UK Listing Rules and therefore does not require shareholder approval.

Panoro is listed on the Norwegian Børs and is financing both acquisitions by a combination of debt and a US$70 million equity fundraising. Completion of both transactions and receipt of funds is expected in the first half of 2021, subject to satisfaction of certain transaction conditions, including Tullow shareholder approval. Panoro shareholder approval in connection with the equity fundraising was obtained on March 3, 2021.

The team advising Tullow on the Class 1 aspects of the transaction was led by corporate, M&A and securities partner Fiona Millington, assisted by senior associate Alex Green and associates Laura Vasey and Stephanie Notice. 

Corporate M&A partner Hussain Kubba and banking and finance partner Neha Khosla led on the private M&A and financing aspects of the transactions.