Petroceltic International
Transcription
Petroceltic International
Petroceltic International UNITED KINGDOM Together we can do so much Initiate with an Outperform and 9p target price On 17th August 2012 Petroceltic announced an agreed merger with Melrose Resources (MRS LN). Our Outperform recommendation is premised on: The enlarged Board has a track record of building successful E&P companies (Afren, Tullow, Centurion Energy) Free cash-flow derived from the Melrose Resources asset base can now be used to fund this expansion. We expect the focus to be on exploration. We see a greater level of interest in the company as the combined entity will have a market cap of ~US$525m and plans to move to the Main Board PCI LN Price (at CLOSE#, 10 Sep 2012) 12-month target 12-month TSR Valuation Outperform £0.08 £ % £ 0.09 +20.0 0.14 GICS sector Market cap £m 30-day avg turnover £m Market cap US$m Number shares on issue m Energy 178 0.6 285 2,370 - DCF (WACC 10.0%) Investment fundamentals Year end 31 Dec 2011A 2012E 2013E 2014E m 0.4 0.6 213.1 230.6 Revenue m -9.4 -7.5 139.4 158.3 EBITDA m -9.7 -7.9 63.5 78.3 EBIT m -8.2 -5.1 31.7 42.1 Reported profit US$ 0.00 0.00 0.01 0.01 EPS adj % 46.4 39.7 nmf 18.1 EPS adj growth Source: FactSet, Macquarie Research, September 2012 (all figures in USD unless noted) Inside Merger overview Valuation, recommendation, risks Melrose Resources brings production As it stands, exploration is light Asset overview Appendices 3 6 9 12 14 24 Analyst(s) David Farrell +44 20 3037 4465 Mark Wilson +44 20 3037 4466 Giacomo Romeo +44 20 3037 4445 david.farrell@macquarie.com mark.wilson@macquarie.com giacomo.romeo@macquarie.com 12 September 2012 Macquarie Capital (Europe) Limited Petroceltic‟s share price is supported at the current levels by a Core NAV of 7.6p/sh. Our target price of 9p/sh represents 20% upside. Merger terms are “more or less” fair Looking at the value of producing fields, discovered fields with a clear line to commercialisation and net cash/(debt) suggests a combined company valuation of US$629m. As Petroceltic would contribute ~55% of the value and Melrose Resources ~45%, inline with the planned pro-forma shareholding, we see the deal terms as therefore fair. However, we believe that the market is pricing in at least some risk of the terms changing in favour of Petroceltic with the inferred Melrose Resource price still offering 5% upside to the current share price. Using the market implied exchange ratio of 16.7 Petroceltic shares per Melrose Resources share (vs. the agreed17.6 exchange ratio) would lead us to increase our Petroceltic valuation by 1p to 10p. Cash-flow the draw, Egypt concerns overplayed From Petroceltic‟s point of view, one of the attractions of the deal is that Melrose Resources brings immediate production and cash-flow to the company with assets in Egypt and Bulgaria in 1H12 delivering 28kboe/d on a WI basis. This cash-flow may well give Petroceltic greater optionality around the financing of its existing Ain Tsila development in Algeria and therefore potential to retain a larger economic interest in the farm-out process. The flip side though is that with 50% of Melrose Resources‟ operating cash-flow derived from Egypt, it also opens the stock up to Egyptian political risk and concerns about timely payments of receivables. We believe that any concerns though, at present, are overdone. We expect the focus to be on adding further exploration As stand alone companies, neither Petroceltic nor Melrose Resources had the most exciting exploration portfolios. Combined, the news-flow should certainly accelerate, however we still feel the exploration portfolio is light. While Petroceltic talk of six exploration wells over the course of the next 12 months, the Mesaha exploration well (fully de-risked 0.8p/sh) to spud in October is the only exploration well with a contracted rig. The other five planned exploration wells all have real potential for slippage, given the absence of defined prospects and/or contracted rigs, while we see only one material well result likely before the end of 1H13 – Carpignano Sesia onshore Italy (0.7p/sh risked; 4.6p/sh unrisked). Please refer to the important disclosures and analyst certification on page 2 and the inside back cover of this document, or on our website www.macquarie.com.au/disclosures. Macquarie Research Petroceltic International Together we can do so much PCI LN vs FTSE Euro 300 Fig 1 Overview of pro-forma Petroceltic asset base Romania (MRS) 2 offshore concessions: Muridava (40% op. WI); Est Cobalcescu (70% op. WI) - Exploration drilling in 2H13 Bulgaria (MRS) 1 offshore licence: Galata Block (100% op. WI) 2 producing assets (Kavarna and Kaliakra - 40mmcf/d), 2 nonproducing fields (Galata and Kavarna East), additional exploration potential (1H13 drilling) Source: FactSet, Macquarie Research, September 2012 (all figures in USD unless noted) Italy (PCI) 9 offshore / onshore permits and 4 permits applications. Exploration drilling in 1H13 Geographic split of pro-forma 2P+2C Bulgaria Kurdistan (PCI) 2 licences : Shakrok (16% WI); Dinarta (16% WI) Exploration drilling to begin in 2013 (MRS), 9mmboe , 5% Algeria (PCI), 105mmboe , 56% Egypt (MRS) 4 licences: El Mansoura (100% op. WI), SE Mansoura (100% op. WI), Mesaha (40% op. WI), Qantara (100% op. WI) 11 producing fields (45mmcf/d and 1,550b/d) at El Mansoura and SE Mansoura. Exploration drilling in 2H12 (Mesaha) Egypt (MRS), 73mmboe , 39% Algeria (PCI) 1 permit: Isarene PSC (56.625% WI) First gas expected in 2017 Source: Company Data, Macquarie Research, September 2012 Source: Macquarie Research, September 2012 * assuming Ain Tsila (Algeria) farm out to 19.5% economic interest PCI / MRS proforma shareholders Holders Robert F. M. Adair Caledonia Investments Plc Henderson Global Investors Ltd. FIL Investments International AXA Investment Managers UK Ltd. Aberforth Partners LLP JPMorgan Asset Management (UK) Ltd. Schroder Investment Management Ltd. BlackRock Investment Management (UK) Ltd. Blakeney LLP Scottish Widows Investment Partnership Ltd. Aviva Investors Global Services Ltd. Standard Life Investments Ltd. Capital Research Global Investors Henderson Global Investors Ltd. Other # of shares % of total 1,028,401,950 207,421,315 175,004,346 112,313,931 110,679,747 107,046,386 102,072,708 84,143,793 68,801,456 67,225,863 65,290,722 63,726,450 56,673,724 54,574,595 48,134,222 2,036,623,409 4,388,134,618 23.4% 4.7% 4.0% 2.6% 2.5% 2.4% 2.3% 1.9% 1.6% 1.5% 1.5% 1.5% 1.3% 1.2% 1.1% 46.4% Source: FactSet, Macquarie Research, September 2012 (PCI shareholders in yellow, MRS‟ in grey) Fig 2 Key drivers according to business segment Segment of business Comment Production Petroceltic needs to limit the natural decline within the mature Melrose Resource asset base while the market needs to be reassured on Egyptian receivables A farm-out of the Ain Tsila discovery in Algeria is being pursued and is expected to complete before year end. Our farm-out assumptions suggest that the Ain Tsila discovery has increased 35% since the April 2011 Enel farm-out We forecast the gearing ratio to trend down from its current level of 19%. The US$300m HSBC loan facility needs re-financing prior to 1H14 although we do not see this as a major obstacle The first major exploration well, Carpignano Sesia in Italy (0.7p risked; 4.6p unrisked) is likely to have a result in 2Q13. We see the addition of further exploration upside as a key focus for the company. Developments Net debt Exploration Source: Macquarie Research, September 2012 Fig 3 As it stood, Petroceltic production was unlikely before 2018 MRS production is declining (2012-16 CAGR -13%) (kboe/d) 35 30 27.0 26.3 27.0 25 25.0 24.6 19.4 19.2 2019 2020 21.7 20 18.7 17.2 15 10 PCI's Ain Tsila development will support prod. growth from 2017 (2017-19 CAGR 37%) 13.3 14.6 13.2 13.3 12.8 11.2 5 8.7 6.5 2016 2017 0 2012 2013 2014 Ain Tsila Bulgaria - Kavarna East 2015 Bulgaria - Kaliakra Egypt 2018 Bulgaria - Kavarna Total NE production Source: Company Data, Macquarie Research, September 2012 12 September 2012 2 Macquarie Research Petroceltic International Merger overview Bringing together two Mediterranean focused E&Ps The Merger creates a full cycle E&P with a market cap of US$525m On 17th August 2012 Petroceltic and Melrose Resources (MRS LN, 130p, Neutral, TP 136p, Mark Wilson) announced a recommended merger to create a full cycle E&P. The major highlights of the deal are: Each Melrose Resources share is to convert into 17.6 Petroceltic shares with Petroceltic retaining its AIM listing. Melrose Resources shareholders will also be entitled to receive a special dividend of 4.7p/share payable within 14 days of the merger becoming effective. Based upon the previous night‟s closing prices, the terms, including special dividend, implied a 9.7% premium to Melrose Resource‟s share price and a 23% premium to Macquarie‟s previous target price for Melrose Resources of 121p. Overall, Melrose Resources‟ equity was valued at ~US$268m The above valuation, together with debt of US$301m and CPR audited 2P reserves of 84mmboe, implies a transaction EV/2P multiple of US$6.8/boe. On a basic share count, the above terms would see Petroceltic shareholders own 54% of the enlarged group and Melrose Resources shareholders hold the residual 46%. Adjusting for outstanding options and warrants, we estimate that Petroceltic shareholders would own 55.5% of the enlarged group and Melrose Resources 44.5%. The merger will be voted on by both sets of shareholders on 20th September 2012 with a 75% approval level required for the deal to be approved. Closing is currently anticipated on 10th October 2012 with a move to the Main Board of the LSE planned within 12 months HSBC is to provide a US$300m 18 month loan to Melrose Resources in order to refinance its existing US$385m Senior Loan and Subordinated Loan Facility, which presumably is terminated under a Change of Control clause. Based upon the current market caps of both companies (MRS has fallen by 4% and PCI by 8% since the merger announcement) the enlarged company would have a market cap of ~US$525m which would put it firmly in “mid-cap” E&P territory and make it the 12th largest stock in our coverage universe (Fig 4 below). 7.5 Pro-forma market capitalization vs. our E&P Universe 20.3 Fig 4 4.0 Combined, Petroceltic and Melrose Resources move from being small cap E&Ps to a more meaningful, liquid and investible, mid cap E&P with a market cap of ~US$525m Market Cap (US$bn) 3.5 3.0 2.5 2.0 1.5 1.0 0.5 PTR AUL SQZ HDY VOG SLE MRS BLVN PCI VPP GPK PCI (New) SMDR RKH HOIL DNO SIA COV AFR CNE PMO LUPE TLW 0.0 Source: Factset, Macquarie Research, September 2012 We provide an overview of the pro-forma capital structure in the appendix where we show the post-deal share count on a basic and on a fully diluted basis. Throughout our analysis, unless otherwise stated, we have used a fully diluted share count (4,692,613,455 share pro-forma) 12 September 2012 3 Macquarie Research Petroceltic International We see the merger terms as “more or less” fair In our view, company valuations are within 2% of our estimates In Fig 5 below we show our valuation for the assets in the Petroceltic and Melrose Resources portfolios which are either on production or have a strong chance of being commercialised (i.e. Core NAV excluding G&A expense). Combined we see a pro-forma Petroceltic with a valuation of US$629m pre-G&A expenses. Our estimates suggest Petroceltic would contribute 54.9% and Melrose Resources 45.1% to the value of the new company which reflects, “more or less”, the agreed basic share count ownership split of 56% Petroceltic and 44% Melrose Resources. However, we also believe investors should look at the deal on a fully diluted share count. Fully diluted, Petroceltic would hold nearer 55.5% of the new company while contributing 54.9% of the value. Even on this measure though the over/under valuation of Petroceltic and Melrose Resources respectively is <2%. (Note: For complete equality we would actually see an upwards adjustment to the exchange ratio with Melrose Resources shareholders receiving 18.0 instead of 17.6 Petroceltic shares per Melrose Resource share) Fig 5 Break-down of Core NAVs (excluding G&A) Producing assets (US$m) Discovered undeveloped assets (US$m) Net cash/(debt) (US$m) Total (US$m) % of Petroceltic pro-forma Deal terms (full diluted) Over/(under) valuation Macquarie implied fair exchange ratio Petroceltic Melrose Resources Petroceltic pro-forma 0 266 80 346 54.9% 512 43 (271) 284 45.1% 512 309 (191) 629 55.5% 44.5% 1.1% (1.4%) 18.0 Petroceltic shares per Melrose Resources share Source: Macquarie Research, September 2012 388mmboe of 2P+2C resources within our Core NAV In the bullet points below, we explain which assets have been included in the above valuation. All in, the assets valued above amount to 2P+2C resources of 388mmboe. Producing Assets: The producing assets within the combined entity will come entirely from Melrose Resources‟ existing asset base. On a working interest basis this consists of ~21kboe/d of oil and gas production from the onshore Mansoura and SE Mansoura concessions (11 producing fields, 100% WI) within the Egyptian Nile Delta and a further 7kboe/d of gas production from the Kavarna (3mmboe net) and Kaliakra (4mmboe net) gas fields offshore Bulgaria. Discovered/Undeveloped Assets: The lion‟s share of value within this section comes from Petroceltic‟s 56.625% WI interest in the 538mmboe Ain Tsila gas/condensate discovery onshore Algeria. The field is fully appraised and a Formal Declaration of Commerciality has recently been submitted to the Algerian state regulator for approval. Our value for the asset is premised upon the farm-out of a 37% economic interest in return for a free carry to first production in mid 2018, with Petroceltic retaining a 19.5% economic interest. From the Melrose Resource asset base, we include the Galata (1mmboe net) and Kavarna East (1mmboe net) gas fields offshore Bulgaria (100% WI) which are likely to be brought on-stream over the 2013-15 timeframe. Perhaps most controversially, given uncertainty regarding its commerciality, we have excluded Petroceltic‟s 55% WI in the Elsa oil discovery offshore Italy (52mmb net). Net debt/(cash): We estimate that pro-forma, Petroceltic will have net debt of US$191m, made up of US$300m of debt (Melrose Resources) and US$109m of cash (US$29m within Melrose Resources and US$80m within Petroceltic including US$25m ENEL payment). Algeria accounts for 79% of these resources 12 September 2012 In Fig 6 on the following page we show the geographic split of the 2P+2C resources with Algeria accounting for 79% of the resource base if we assume current WI of 56.625% (305mmboe). However, in Fig 7, we show the resources split in case of a farm-down to a 19.5% economic interest, with Algeria weight dropping to 56% (105mmboe) 4 Macquarie Research Petroceltic International Fig 6 Geographic split of pro-forma 2P+2C res. of 388mmboe (assuming 56.625% WI in Ain Tsila) Bulgaria (MRS), 9mmboe , 2% Fig 7 Geographic split of pro-forma 2P+2C res. of 188mmboe (19.5% economic interest in Ain Tsila) Bulgaria (MRS), 9mmboe , 5% Egypt (MRS), 73mmboe , 19% Egypt (MRS), 73mmboe , 39% Algeria (PCI), 105mmboe , 56% Algeria (PCI), 305mmboe , 79% Source: Company Data, Macquarie Research, September 2012 Source: Company Data, Macquarie Research, September 2012 However the share prices infer this is not yet a done deal Using the market implied exchange ratio increase our valuation by 1p to 10p In the charts below, we map the performance of the two share prices (rebased to 100) since the deal was announced on 17th August 2012, along with the inferred Melrose Resources share price at the agreed terms. While both stocks have declined since the deal was announced (Fig 8), Melrose Resource‟s share price has outperformed that of Petroceltic‟s by ~5%. Interestingly though, the two share prices do not, in our view, reflect the current terms of the merger. As shown by the red bars, the two share prices imply an exchange ratio (taking into consideration the 4.7p/sh special dividend) currently of just 16.7 Petroceltic shares per Melrose Resources share, 6% below the agreed terms. Using this market implied exchange ratio would lead us increase our valuation for Petroceltic by 1p to 10p We display this another way in Fig 9 where we show the actual Melrose Resources share price and also its implied value based upon the Petroceltic share price multiplied by 17.6 plus the 4.7p special dividend. For all but one day since the merger announcement, the implied value has been higher than the actual value and we estimate there is currently 5.0% upside from the current share price. To us, this is evidence that the market believes that there is a chance that the deal may be revised in favour of Petroceltic (decrease of the exchange ratio) or that it may not receive the required approval from shareholders. Mkt implied exchange ratio MRS-LON Source: Factset, Macquarie Research, September 2012 12 September 2012 PCI-LON 2% 0% 120 -0.6% Premium to actual sp Implied MRS sp 10-Sep 07-Sep 06-Sep 115 05-Sep -2% 04-Sep 10-Sep 07-Sep 06-Sep 05-Sep 04-Sep 31-Aug 30-Aug 29-Aug 28-Aug 27-Aug 24-Aug 23-Aug 22-Aug 21-Aug 20-Aug 17-Aug 15.0 16-Aug 84 4% 31-Aug 15.5 6% 30-Aug 86 145 7.0% 6.7% 6.2% 6.1% 6.0% 140 5.8% 5.0%5.0% 5.0% 4.5% 4.3% 135 3.4% 3.0% 130 1.6% 1.1% 125 8% 29-Aug 17.7 18.0 17.417.3 17.5 17.117.0 92 16.8 16.8 16.7 17.0 16.716.7 16.516.6 16.5 16.516.6 16.4 90 16.5 16.0 88 16.0 94 155 150 28-Aug 18.5 96 10% (p/sh) 27-Aug 19.0 (% premium / disc.) 9.7% 24-Aug 98 12% 23-Aug 100 19.5 22-Aug 20.0 21-Aug Exch. ratio (x) 20-Aug sp (100 base) MRS implied vs. actual share price 17-Aug 102 Fig 9 16-Aug Fig 8 MRS / PCI relative share price moves Actual MRS sp Source: Factset, Macquarie Research, September 2012 5 Macquarie Research Petroceltic International Valuation, recommendation, risks We initiate coverage of Petroceltic with an Outperform recommendation and 9p target price which suggests 20% upside to the current share price. The table below shows Petroceltic‟s pro-forma asset base. Pages 14-22 of this document have more details surrounding the main assets however the key elements to highlight are: Melrose Resources’ producing assets. The producing assets section of the EMV is composed entirely of Melrose Resources‟ assets accounting for 6.8p/sh of our 7.6p/sh Core NAV. While the market is concerned about the ability of the Egyptian authorities to meet payment schedules we believe that contracting country CDS spreads and encouraging comments from operators mean that these assets should remain fully derisked for the time being. Ain Tsila development. It is the single largest asset in our EMV, with a risked value of 3.5p/sh. A number of factors including uncertain development costs, time to first gas, residual economic interest and gas pricing means that it is the hardest asset within the portfolio to value. We assume a farm out of a further 37% of its current 56.625% economic interest in return for a free carry through to first production in 2018 with this effect reflected in our NPV/boe given Algerian restrictions on Working Interest farm-downs (see p. 15). Short term incremental production potential from Bulgaria. As highlighted in the production section, the company expects the Kavarna East development to come onstream in 2013, although this may be deferred in favour of re-development of the Galata field. These production increases are relevant in terms of production and cash-flow generation, but they represent a small part of our Core NAV (0.6p/sh combined) Limited short term E&A upside. The pro-forma company upside remains limited with the Carpignano Sesia exploration well in Italy accounting for ~41% of the risked upside (0.7p/sh of 1.7p/sh) and for 46% of the unrisked upside (4.6p/sh of 9.9p/sh). With no prospects yet defined or rig contracted we do not include the Romanian acreage in our visible risked E&A upside presently. We assume a 100mmboe prospect for the upcoming Mesaha exploration well, in-line with comments from Melrose Resources‟ partners. Fig 10 Petroceltic’s Asset Breakdown EMV (E&A upside included in TP highlighted) Country Project/Prospect Producing Assets Egypt El Mansoura (2P) Egypt Qantara Egypt Other El Mansoura (2P) Egypt SE El Mansoura (2P) Bulgaria Kavarna (Galata block) Bulgaria Kaliakra (Galata block) Undeveloped assets Algeria Ain Tsila (Isarene PSC)* Bulgaria Galata field (Galata block) Bulgaria Kavarna East (Galata block) Risked Upside Italy Bulgaria Egypt Kurdistan Kurdistan Kurdistan Kurdistan Kurdistan Egypt Egypt Italy Italy Bulgaria Bulgaria Romania Romania France Carpignano Sesia (Cariso Permit)* Kamchia (Galata block) Mesaha Block Shakrok (Shakrok PSC) Pelewan (Shakrok PSC) Shireen (Dinarta PSC) Chinara (Dinarta PSC) Bradost (Dinarta PSC) El Mansoura, Qawasim play (4 prospects) SE El Mansoura (4 prospects) Elsa (B.R268R.G Permit) Elsa West (B.R268R.G Permit) Chaika (NW, NE and S) Prospects A, E, F and H (Galata block) Muridava Est Cobalcescu Rhone Maritime Total Asset Value Gross Res. Potential (mmboe) Working Interest (%) 56 1 8 8 3 4 80 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 538 1 1 540 56.6% 100.0% 100.0% 162 5 100 650 217 660 567 533 13 34 95 54 8 8 21 21 0 3146 23.8% 100.0% 40.0% 16.0% 16.0% 16.0% 16.0% 16.0% 100.0% 100.0% 55.0% 55.0% 100.0% 100.0% 40.0% 40.0% 27.5% 3767 Discounted Value (US$/boe)2 Net Risked (mmboe) EMV (US$m)3 Risked Value (p/sh) Unrisked Value (p/sh)4 $4.4 $6.6 $4.4 $4.4 $28.7 $24.3 56 1 8 8 3 4 80 250 6 37 33 93 93 512 3.3 0.1 0.5 0.4 1.2 1.2 6.8 3.3 0.1 0.5 0.4 1.2 1.2 6.8 70% 75% 75% $1.2 $23.8 $26.1 213 1 1 215 266 16 27 309 3.5 0.2 0.4 4.1 5.1 0.3 0.5 5.8 15% 20% 10% 25% 15% 15% 15% 15% 30% 10% 25% 10% 10% 10% 10% 10% 5% $8.9 $13.2 $1.4 $2.7 $2.3 $2.7 $2.3 $2.3 $2.9 $2.9 $13.6 $11.2 $13.2 $13.2 $13.1 $13.1 6 1 4 26 5 16 14 13 4 3 13 3 1 1 1 1 0 111 52 5 3 66 6 38 25 23 6 3 167 16 3 4 2 2 0 422 0.7 0.1 0.0 0.9 0.1 0.5 0.3 0.3 0.1 0.0 2.2 0.2 0.0 0.0 0.0 0.0 0.0 5.6 4.6 0.8 0.7 3.8 1.0 3.8 2.7 2.6 0.5 1.3 9.5 4.4 1.3 1.4 1.5 1.5 0.0 41.4 406 1,243 16.6 54.1 C.O.S. (%)1 Notes: Petroceltic outstanding shares (fd) 1. C.O.S. - Chances of Success - Includes all risk factors such as geological, political, project delivery, commercial, etc. GBP/USD 2. Value/boe - Includes proximity to established infrastructure, development capex required, oil quality, discount rate (10%), etc. 3. EMV - Expected Monetary Value - a risk weighted value. EMV = (Reward*C.O.S.) - [Capital at Risk*(1-C.O.S.)] 4. Unrisked Value - Refers to the value that could potentially be realized if success was achieved on prospect and commercial production realized. * Assumes farm-down 4692.6 1.60 Source: Macquarie Research, September 2012 12 September 2012 6 Macquarie Research Petroceltic International Our Target Price of 9p/sh is based upon a Core NAV of 7.6p/sh and 1.7p/sh of Visible Risked E&A upside (Fig 11). In our Core NAV we use a pro forma net debt of US$191m derived from combined net debt positions reported at the 1H12 Interims of both companies while also including a US$25m contingent payment due to Petroceltic from Enel pertaining to the 2011 Ain Tsila field farm-out. Fig 11 Petroceltic’s Core and Total NAV. Components of TP highlighted Petroceltic Risked resources (mmboe) Unit Value (US$/boe) 80 6.4 512 6.8p na -191 -2.6p 1.4 309 4.1p -57 -0.8p 572 7.6p 31 0.4p EMV (US$m) Value (p/sh) Assets (NPV10) Producing Assets Cash/(Net Debt) Undeveloped Assets 215 Other assets less G&A Core NAV 295 1.9 Option Proceeds Risked E&A upside 111 3.8 422 5.6p Total NAV 406 2.5 1,026 13.7p Risked E&A upside included in TP Unrisked value of above Target Price (rounded) 1.7p 9.9p 9.0p Source: Macquarie Research, September 2012 Petroceltic looks materially undervalued relative to Egyptian peers… In the table below we look at a market based approach to valuation whereby we compare Petroceltic in terms of EV/boe to its peers. Given the weighting of production and cash-flow to Egypt, we think it best to compare the company to a narrow set of peers which includes just Circle Oil (COP LN, not rated) TransGlobe Energy (TGL CN, C$11.49, Outperform, TP: C$16.50, David Popowich)both of which like Petroceltic have a majority of 2P reserves located in Egypt. On this approach, Petroceltic appears relatively cheap at the EV/2P level but materially undervalued when including contingent resources for the companies and on an EV/production basis. Fig 12 Petroceltic looks attractively valued compared to other Egyptian focused E&Ps Company Ticker Circle Oil TransGlobe Energy Petroceltic COP LN TGL CN PCI LN Mkt Cap (US$m) Net debt (US$m) 175 867 524 15 59 191 EV Production EV/Production (US$m) (kboe/d)* (US$k/boe) 190 927 716 4.2 17.7 28.3 45.2 52.4 25.3 2P Res. EV/2P (mmboe) (US$/boe) 21 44 83 9.2 21.0 8.7 2C Res EV/2P+2C (mmboe) (US$/boe) 0 49 105 9.2 10.0 3.8 Source: Factset, Macquarie Research, September 2012. *Last reported. **Assumes farm-down to 19.5% economic interest …and trades at a small discount to its Core NAV of 7.6p/sh 12 September 2012 In Figs 13 and 14 on the following page we look at Petroceltic within the context of our entire coverage universe. Trading at a small 2% discount to its Core NAV of 7.6p/share and a 19% discount to its Core + Risked NAV (vs the sector discount of 18%) suggests that Petroceltic is not an expensive stock. However, on both these metrics, we believe it would be hard to argue it is a compelling “value” stock. 7 Macquarie Research Petroceltic International Fig 13 Trading at a only a small discount to Core NAV Petroceltic is not a “value” stock Fig 14 However it does trade at a 19% discount to its Core + Visible E&A NAV 60% 120% 100% 40% 80% 20% 60% 0% 40% -20% 20% 5% 0% Pr. / (Disc.) to Core + Risked E&A ups. Avg. -60% Source: Factset, Macquarie Research, September 2012 The Board has a track record of growing E&Ps PTR VOG SQZ RKH MXP PMO DNO SMDR PCI FPM BLVN AFR CNE LUPE SIA GPK VPP HDY TLW PTR RKH VOG MXP PMO DNO BLVN PCI CNE SQZ FPM LUPE SIA -80% VPP GPK SMDR AFR Avg. HDY -60% TLW Pr. / (Disc.) to Core COV -40% -19% -40% -2% -20% -18% Source: Factset, Macquarie Research, September 2012 Instead, our Outperform recommendation is premised upon 20% upside potential to our 9p/sh fair value but also a confidence that there will be further corporate activity to bolster the portfolio. This latter argument rests on a Board which contains individuals which have a track record of growing small cap E&Ps. For more details of the Board‟s composition please refer to page 26 however a brief overview of the key personnel within the enlarged group is given below: Brian O’Cathain – Chief Executive (PCI) A geologist and petroleum engineer, Mr O‟Cathain was Managing Director of Tullow Oil‟s international business and CEO of Afren (2005-07). Before that, he was a senior manager of Shell International, where he was principally involved with acquisitions, divestments and corporate strategy. Tom Hickey – Chief Financial Officer (PCI) Mr Hickey was an Executive Director and CFO of Tullow Oil, from 2000 to 2008, when Tullow grew through a number of significant acquisitions including the US$570m acquisition of Energy Africa in 2004 and the US$1.1bn acquisition of Hardman Resources in 2006. David Thomas – Chief Operating Officer (MRS) Mr. Thomas was appointed CEO of Melrose in 2007, before that he was President and COO of Centurion Energy, an Egyptian, Tunisian and West African E&P which was acquired by Dana Gas in 2007 for US$1bn. Robert F. M. Adair – Non-executive Chairman (MRS) Mr Adair founded the company which originally grew into Melrose Resources. Mr. Adair is a geologist and was a Chartered Accountant specialising in oil and gas taxation. 12 September 2012 8 Macquarie Research Petroceltic International Melrose Resources brings production Production comes from mature assets in Egypt and Bulgaria The asset base of 28kboe/d is in its natural decline phase Melrose Resources brings to the combined entity immediate production, with 1H12 WI production of 28.2kboe/d coming from Egypt and Bulgaria. The fields though are generally mature and to FY17 we expect overall group production to have fallen by 51% from our FY12 forecast of 27.0kboe/d to just 13.3kboe/d (Fig 15). Within these estimates, the following fields are expected to come on stream and help support production: In 2013 the West Zaharya, East Dikirnis and West Abu Khadra fields onshore Egypt are expected to commence production, contributing up to ~1kboe/d. We believe that this incremental production should be enough to stabilize, if not marginally improve, Egyptian production. In 2014 we expect the Kavarna East field offshore Bulgaria to be tied into the existing Galata facilities with production ramping up to 1.2kboe/d net by 2015. However, this could be delayed if the Galata field is reactivated. The field was previously shut-in during 2009 in order to be converted into a gas storage facility however a recent flow test of the Galata-1 well of 17mmcf/d over a 24 hour period has led to conversations with the Bulgarian authorities about recommencing production as early as next year. Looking out to 2018 though Petroceltic should see a marked transformation in its production profile as the Ain Tsila discovery comes on stream, contributing 15kboe/d net at plateau in 2019 based upon a residual 19.5% economic interest. It is worth noting that our mid 2018 start up compares to Petroceltic‟s current timetable which sees the field on stream in 4Q17. Based on current oil and gas prices and production assumptions, we forecast operating cashflow generation to be more than sufficient to pay for the planned capex assuming that Petroceltic is carried on its Ain Tsila development spend. This should help deleverage the company and we expect the gearing ratio (ND / ND + E) to fall from its current level of 18% to 12% by 2H15 (Fig 16). The graph shows operating cashflow dropping off in 2015, a direct consequence of falling Egyptian production. Fig 15 Pro-forma WI production profile (existing discoveries only) Fig 16 Positive Free cash-flow generation to trigger deleveraging 100 (kbo e/d) 30 27.0 26.3 90 27.0 25.0 25 24.6 18.7 17.2 15 13.3 19.2 8.7 50 10% 40 12.8 11.2 5 80 60 19.4 13.3 10 20% 70 20 13.2 Gearing ratio (%) 15% 21.7 14.6 CFO & Capex (US$m) 30 5% 6.5 20 0 10 2012 2013 2014 2015 2016 2017 2018 2019 2020 A in Tsila B ulgaria - Kavarna B ulgaria - Kaliakra B ulgaria - Kavarna East Egypt To tal NE pro ductio n Source: Company data, Macquarie Research, September 2012 12 September 2012 0 0% 2H12 PF H1 2013 H2 2013 H1 2014 H2 2014 H1 2015 H2 2015 Cashflow from operations Capex Gearing Source: Company data, Macquarie Research, September 2012 9 Macquarie Research Petroceltic International Receivables from EGPC likely to keep the market on edge We are not oblivious to the Egyptian risk but in our view it is overplayed presently With ~80% of the enlarged groups production and ~50% of its cash-flow from operations coming from onshore Egypt (1H12A), the market is likely to have some concern over the Egyptian General Petroleum Company‟s (EGPC) ability to make full and timely payments for oil and gas production. Unfortunately there is insufficient disclosure in Melrose Resources‟ accounts to determine the precise level and direction of Egyptian receivables and certainly management and peers state that payments continue to be received in a timely fashion. However, we believe that the fact that group trade receivable days have stayed at elevated levels despite Egypt falling as a proportion of overall group revenue may be indicative of some strain on the EGPC payment mechanism. While Melrose Resources does not explicitly break out “Trade receivables” by country, we believe that group “Trade receivables” is a sufficient proxy and in Fig 17 below we have looked back at the evolution of Melrose Resources‟ trade receivable days (on a lagged 6 month basis to compensate for the fact that Egyptian production is paid six month in arrears) to get an indication of whether or not there has been any marked deterioration in Egyptian payments. Certainly, the current level of ~200days is nothing new. However, one thing we would highlight is that as Egyptian revenues became a larger proportion of group revenues in the 2007-2009 period trade receivable days also increased. However, the reverse has not really been true. As Egyptian revenue has become a diminishing part of group revenue since 1H10, trade receivable days have in fact remained at elevated levels since the onset of the Egyptian Arab Spring in early 2011 and it is for this reason we at least flag Egyptian receivables as a potential risk Fig 17 Despite Egyptian production declining as a proportion of group revenue trade receivable days have remained at elevated levels Onset of Egyptian Arab Spring 250 100% 90% 200 80% 70% 150 60% 50% 100 40% 30% 50 20% 10% 0 0% 1H07 2H07 1H08 2H08 1H9 2H9 Trade Receivable days (lagged 6 months) 1H10 2H10 1H11 2H11 1H12 Egypt as % of Group Revenue Source: Melrose Resources, Macquarie Research, September 2012 While we flag the above as a concern, we take confidence that Melrose Resources‟ management team say that they continue to receive payments inline with a pre-agreed payment schedule and peer Circle Oil recently declared that trade receivables from EGPC had diminished since June 30th despite higher prices and volumes. Recent media articles stating that BP wants to invest US$10bn in Egypt over the next 5 years are further reassurance of confidence in the new administration. In terms of the overall health of the EGPC this remains difficult to gauge. We do know however that Egypt‟s Sovereign 5yr CDS spread over US Treasuries has fallen from 723bps at the end of June to 463bps presently. We believe this is on the back of US$3bn of loans from the Islamic Development Bank and Qatar and ongoing talks with the IMF for a US$4.8bn loan by year end. Furthermore, a planned US$18bn Qatari investment in Egypt‟s tourism and industry projects over the next 5 years is, in our view, another vote of confidence in the new Mursi administration. 12 September 2012 10 Macquarie Research Petroceltic International Liquidity looks adequate but HSBC loan needs to be re-financed As shown in Fig 18 below, based upon our forecast that Petroceltic farms out sufficient equity in Ain Tsila to ensure a carry through to first gas, cash-flow from operations is sufficient to meet the current capex profile of the enlarged group as well as US$100m of debt amortisation which occurs between now and when the HSBC loan comes due in 1H14. Combined entity’s financing to FY14 (US$m) WI Production: Egypt: 21.9kboe/d Bulgaria 4.4kboe/d Total 26.3kboe/d 350 300 250 200 150 100 50 10 $25m Enel contingent payment and $15m capex 56 10 124 WI Production: Egypt: 21.9kboe/d Bulgaria 5.2kboe/d Total 27.0kboe/d 107 132 100 67 33 131 81 55 In 2014 the remaining $200m of the HSBC loan will come due and will need to be refinanced 200 200 80 Cash at 31-Dec-14 400 Loan refinance Fig 18 HSBC loan We do not see any near term financing pressure 0 -50 -100 Debt amm. 2014 Net Capex 2014 Op. C. F. Cash at 31-Dec-13 Debt amm. 2013 Net Capex 2013 Op. C. F. Cash at 31-Dec-12 MRS cash PCI 2H12 Net Capex PCI 2H12 Op. C. F. PCI cash at 30-Jun -150 Source: Company Data, Macquarie Research, September 2012 As part of the merger, Melrose‟s US$301m of debt drawn down under its existing US$385m Senior Loan and Subordinated Loan Facility, presumably terminated under a Change of Control clause - and is to be refinanced by a new 18-month term loan provided by HSBC. We understand that the amount of debt available under this HSBC loan will amortise to US$200m by the time it needs to be refinanced in 1H14 and, assuming this amortises at US$33m per half year, this too can be met from existing cash balances and forecast cash-flow. Petroceltic may look for an increase in the borrowing base to finance a larger retained economic interest in Ain Tsila 12 September 2012 However at the analyst meeting coinciding with the merger announcement, it emerged that Melrose Resources‟ existing debt facilities were conservatively based upon Egyptian and Bulgarian field cash-flow until 2014. Therefore, we expect the HSBC US$300m facility to be refinanced and expanded well before the 1H14 expiry, especially given the deleveraging trajectory (highlighted previously in Fig 16) and the free cash-flow generation. Indeed, one strategy that Petroceltic have indicated that may well pursue, but we do not presently model, is to use the current cash-flow from operations and falling gearing ratio to leverage debt against the Ain Tsila development. This would see Petroceltic retain a larger economic interest in the development by executing a farm-out deal for only a partial carry. 11 Macquarie Research Petroceltic International As it stands, exploration is light Visible E&A accounts for just 1.7p of risked value With drilling in the Mesaha block (Egypt) the only firm exploration well in the campaign (and even here management has not provided a pre-drill resource estimate) we believe that the shares will fail to price in much of the exploration upside in the near term. However, securing drilling rigs should help reverse this and we would expect one of management‟s focuses to be deploying the free cash-flow outlined previously into expanding the exploration portfolio. In total, we believe that over the course of the next 12 months, Petroceltic may drill up to 6 exploration wells targeting a net unrisked 204mmboe. Combined these are worth 1.7p on a risked basis and 12.8p on an unrisked basis (Fig19). Fig 19 Est spud date Oct-12 Jan-13 Feb-13 Jun-13 Aug-13 Sep-13 Total Exploration drilling is targeting 204mmboe of net unrisked resources Prospect Portfolio Mesaha Blockl, Egypt Kamchia, Bulgaria Carpignano Sesia, Italy Muridava, Romania Shakrok, Kurdistan Est Cobalcescu, Romania Melrose Res. Melrose Res. Petroceltic Melrose Res. Petroceltic Melrose Res. Gross res. (mmboe) Working Interest (%) 100 5 162 21 650 21 958 40% 100% 24% 40% 16% 40% Net unrisked Chance of Risked value Unrisked res. (mmboe) Success (%) (p/sh) value (p/sh) 40 5 38 8 104 8 204 10% 20% 15% 10% 25% 10% 0.0 0.1 0.7 0.0 0.9 0.0 1.7 0.7 0.8 4.6 1.5 3.8 1.5 12.8 Source: Melrose Resources, Petroceltic, Macquarie Research, September 2012 Mesaha, Egypt: The Mesaha prospect is located in the frontier Mesha basin in southern Egypt on the border with Sudan. 2D seismic and aerogravity studies show Mesaha to be a rift basin consisting of two depocentres separated by an inta-basinal high. The Mesaha-1 well will be the first to be drilled in the basin, and will target Paleozoic aged sands with a planned TD of 3,000m and gross well costs of ~US$16m. The nearest offset well is 400km to the north and was drilled back in 1979 and therefore we believe there is likely to be some uncertainty regarding hydrocarbon phase.. Melrose Resources have not given any guidance to prospect size however partner Beach Energy suggest that structures are consistent with prospect sizes >100mmboe. Fig 20 Location of exploration drilling within the Melrose Resources portfolio Fig 21 While exploration drilling in Petroceltic’s portfolio includes onshore Italy Source: Company data, Macquarie Research, September 2012 Source: Company data, Macquarie Research, September 2012 12 September 2012 12 Macquarie Research Petroceltic International Kamchia, Bulgaria: The Kamchia prospect is located within the central area of the offshore Galata block and has been mapped on 3D data shot in 2011. Melrose Resources‟ CPR, issued alongside the merger, estimate the prospect to hold 27bcf of recoverable gas which would, in the case of success, be commercialised via a low cost tie back to the Galata production facilities. Migration of hydrocarbons is the greatest risk while the CPR also points to the possibility of compartmentalisation however it is the lowest risk of eight prospects identified on the Galata block. Timing of the exploration well is dependent upon securing a rig which would also be used to drill the two Romanian exploration wells (below). Carpignano Sesia, Italy: Located in the onshore Po Valley area of Italy, the Carpignano Sesia prospect is estimated in Petroceltic‟s CPR to hold 162mmb of oil on a gross „best estimate‟ basis within both Jurassic and Triassic potential. The prospect is believed by Petroceltic to be a direct analogue to ENI‟s Trecate Villafortuna field (~25km offset). Petroceltic have previously talked of farming down its interest prior to drilling and in our EMV we have assumed that the company farms-down its current 47.5% WI to a retained 23.75% WI. The well should take approximately 2-3 months to drill, suggesting a 2Q 13 result, however, with all Italian wells requiring both local and environmental permits, the planned spud date in 1Q 13 cannot be confirmed. Muridava & Est Cobalcescu, Romania: There are no defined prospects on either the Muridava or Est Cobalcescu concessions located within the Black Sea however 3D seismic is ongoing over both. The licenses lie in water depth <100m are under-explored and are considered to have both gas and oil potential across Pliocene to Cretaceous aged sands (MRS have previously indicated 1-2tcfe of gross prospective resources across the acreage). In March 2012, a 40% WI on the Muridava concession was farmed out to Sterling Resources while a farm-out of a similar 40% WI to Beach Energy for the Est Cobalcescu concession was announced in September 2012. Two exploration wells are planned for 2013 and a further four in 2014 with well costs between US$16m-US$25m on a gross basis. Shakrok, Kurdistan: Petroceltic plan to drill the Shakrok prospect within the Shakrok PSC in 3Q12. 2D seismic interpretation is currently ongoing although Petroceltic‟s CPR estimated the Shakrok prospect could hold ~650mmb of gross recoverable resources, and would in our view, de-risk the 217mmb Pelewan prospect in the case of success. Given the location of the PSC, we expect Cretaceous, Jurassic and Triassic formations all to be targeted with the key risks being the hydrocarbon phase and porosity of reservoir. 12 September 2012 13 Macquarie Research Petroceltic International Asset overview Algeria – The largest component of our target price Isarene PSC (56.625% WI, op) – Sonatrach (25% WI), Enel (18.375% WI) Ain Tsila accounts for 3.5p of our valuation, with a farm-out now the main focus The Isarene PSC located in the Illizi basin of south-east Algeria contains Petroceltic‟s principal asset, the Ain Tsila wet gas discovery. The field has been appraised through a total of 9 wells drilled by Petroceltic and flow tests with the latest estimate of recoverable resources of 2.1tcf of saleable gas, 113mmb of LPG and 70mmb of condensate. Geologically, the field is Ordovician in age, a proven commercial reservoir in the nearby Tin Fouye-Tabankort (Repsol/Total), Ohanet (BHP) and Tignuentourine (BP/Statoil) fields (Fig 22). With theses fields all on production at rates of 350-1,000mmscf/d we see the Ain Tsila development concept as well tested, with production likely to use the Tin Fouye-Tabankot export pipeline. One of the variables though is that the reservoir is not homogenous, with Fig 23 showing Petroceltic‟s interpretation of reservoir quality across the field. In the development concept put forward by Petroceltic it is estimated that 20% of the development wells will contribute 80% of the production with Region 1 likely to be the most prolific because of the High Permeability High Fracture nature of the reservoir. Fig 22 Ain Tsila to leverage nearby existing field infrastructure Fig 23 Development wells likely to have variable productivities Source: Company data, Macquarie Research, September 2012 Source: Company data, Macquarie Research, September 2012 The Ain Tsila partners submitted a Formal Declaration of Commerciality for the field to the Algerian Competent Authorities in early August having agreed a binding heads of terms with Sonatrach for the marketing of gas sales. Once approved, the partners will be awarded a 30year exploitation permit for the field. Although the precise pricing details have not been released, we believe that the heads of terms for the gas sales are in line with historical Algerian contracts which are, within a range, linked to Brent oil prices. Ultimately we believe US$7-US$10/mcf is likely to be attainable. In terms of our development scenario, we are generally more conservative than company guidance: Development capex of US$2.9bn, which equates to US$5.4/boe, ~15% ahead of management‟s guidance of US$4.7/boe. US$1.6bn of capex is prior to first gas. Life of field opex of SU$2.5/boe, again ~20% ahead of management‟s guidance of US$2.1/boe. A gas sales price of US$9/mcf, although we think that with the contracts linked to oil prices, realisations may be nearer US$10/mcf if crude stays above US$100/bbl. First production in mid 2018, 9 months later than currently planned with our 355mmscf/d wet gas production plateau rate of 14 years in line with current management guidance 12 September 2012 14 Macquarie Research Petroceltic International Fig 24 Field production and contractor share of post royalty revenue Production (kboe/d) 80 Contractor share of revenue (%) 100% 90% 70 80% 60 70% 50 Fig 25 2,500 Ain Tsila cash-flow generation profile (gross) Opex Capex Government take Revenue AT Cash flow (US$m) 2,000 1,500 1,000 500 60% 0 50% Source: Source: Company data, Macquarie Research, September 2012 2046 2044 2042 2040 2038 2036 2034 2046 2044 2042 2040 2038 2036 2034 2032 2030 2028 Contractor share of Total Hydrocarbon Revenue 2032 -2,500 2030 -2,000 0% 2028 10% 2026 Field production 2026 2024 2022 2020 2018 2016 2014 2012 0 2024 -1,500 2022 20% 2020 10 2018 -1,000 2016 30% 20 2014 40% 30 -500 2012 40 Source: Company data, Macquarie Research, September 2012 We believe that award of the exploitation permit mentioned above will also be the catalyst for Petroceltic to formalise a second farm-out. We understand that Petroceltic has applied to Sonatrach to allow potential farm-in partners access to its data and a farm-in is hoped for by the end of this year. We estimate Petroceltic would retain a 19.5% economic interest if carried to first gas The Melrose Resources merger may allow Petroceltic to fund a larger residual economic interest in the project by giving it easier access to debt capital. However, for the time being we assume that Petroceltic seeks a full carry on development costs through to first gas. In order to achieve this, and for the farm-in partner to still achieve a 15% IRR on the project, we estimate that Petroceltic would have to farm-out a 37% economic interest. This would see Petroceltic‟s economic interest in the license reduce from its current level of 56.625% to just 19.5%. If our assumptions prove correct, as Fig 26 shows, the implied PSC valuation would have increased 35% since the April 2011 Enel farm-out1. Fig 26 Under our assumptions, Ain Tsila’s value has increased by 35% since the 2011 Enel farm-out Date Equity interest acquired Value of carry and cash payments (US$m) PSC Resources at date of transaction Implied value of PSC (US$m) Implied NPV/boe (US$/boe) Enel farm-out 2nd Farm-out Increase April 2011 18% 97 400 529 1.3 TBC 37% 313 538 843 1.6 35% 59% 18% Source: Macquarie Research, September 2012 However there are farm-down restrictions Farming down a further 37% economic interest of the license though is complicated by the fact that the PSC terms preclude Petroceltic from farming down more than 50% of its original 75% Working Interest (i.e. 37.5% of the overall licence interest) prior to first gas. To date it has already farmed out an 18.375% WI to Enel, meaning that only a further 18.375% WI can be farmed down with Sonatrach‟s consent. However, we understand that potential exists for alternative deal structures to be employed that can mitigate this problem, including a binding commitment to farm-down the additional equity interest upon first gas. Hence, we refer in this document to Petroceltic‟s interest in Ain Tsila post farm-out as an Economic, rather than Working, interest. 1 In April 2011 Petroceltic announced the sale of 18.375% WI in the Isarene PSC to Enel, one of Europe‟s largest energy utilities and the second largest purchaser of Algerian gas. The terms of the farm-down saw Petroceltic receive back costs and appraisal carry worth a combined US$54.5m, while Petroceltic expect to receive ~US$25m of a contingent US$75m payment, with the exact level determined by the level of recoverable hydrocarbon reserves approved by the Algerian Authorities in the Final Discovery Report. 12 September 2012 15 Macquarie Research Petroceltic International Bulgaria – Extending production through near-field exploration Galata block (100% WI) Bulgaria accounts for ~20% of current production but 50% of the cash-flows Fig 27 The Galata block is located in the shallow waters of the Black Sea and contains both the Kaliakra (23bcf) and Kavarna (19bcf) gas fields which in 1H12 produced 40mmscf/d (~7kboe/d). The two fields (Fig 27) were discovered by Melrose Resources in 2007 and 2008 respectively and brought on stream in 2010 through subsea tie backs to the Galata platform, a field which was developed by Melrose in 2004 and shut in during 2009 in order to convert it to a gas storage facility. Galata Block overview Fig 28 Bulgaria production estimates (mmcf/d) (% of total) 45 100% 40 90% 35 80% 70% 30 60% 25 50% 20 40% 15 30% 10 20% 5 10% 0 0% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Kaliakra Source: Company, Macquarie Research, September 2012 Kavarna Kavarna East % of Tot. WI prod Source: Company, Macquarie Research, September 2012 In addition, the Galata block contains the Kavarna East (8bcf) discovery which was made in 2010 and which Melrose Resources expect to be tied into existing infrastructure in mid-2013, something that for 2014 should see production stabilise (Fig 28). However, the company has said it may defer this tie in as the Galata-1 well, following a 3 year shut in period, recently tested 17mmscf/d. This has prompted discussion between Melrose Resources and the Bulgarian authorities as to whether or not to abandon the gas storage development and reactivate the field which has between 5-9bcf of recoverable resources remaining. The 33bcf Kamchia prospect is likely to be drilled in early 2013 Following a new 3D seismic survey in 2011, Melrose Resources has also identified eight exploration prospects within the acreage (Fig 29), with the largest, Kamchia, likely to be drilled in early 2013. A further contingent well prior to February 2013 would then be required to meet the minimum work commitments of the current 1st period extension after which a 2nd extension to February 2015 may be elected. Sub faults within the structures leading to compartmentalism are one of the principal risks highlighted in the CPR surrounding these prospects. Fig 29 8 prospects have been defined on the 2011 3D data set Prospect Chaika NW Chaika NE Chaika S Kamchia Prospect A Prospect E Prospect F Prospect H Low Case (bcf) Best Case (bcf) High Case (bcf) CPR CoS (%) 12 6 12 20 6 18 3 9 22 10 23 33 10 29 6 15 48 15 46 50 15 44 9 26 21% 20% 27% 40% 11% 16% 27% 7% Source: Company data, Macquarie Research, September 2012 Gas price realisation are high, averaging US$8.15/mcf in 1H12 with the full year expected to be US$8.3/mcf and up from US$7.3/mcf in 2011. Concession terms are also attractive, operating under a 12% Royalty tax and a 10% Corporation Tax. Opex costs, given the existing infrastructure are US$0.5/mcf (US$3/boe) while Melrose Resources has previously guided to development costs of US$7.2-US$10.8/boe. 12 September 2012 16 Macquarie Research Petroceltic International Egypt – Trying to stem the natural decline curve El Mansoura and SE Mansoura Concessions (100% WI) Egyptian production comes from a total of 11 fields The El Mansoura and SE Mansoura Concessions are located onshore in the Nile Delta (Fig 31). Gas was first discovered on the concessions in December 2001 and currently there are 11 producing fields with 74mmboe of 2P reserves, of which ~83% is gas and the rest oil and condensate. The most significant fields within the concession are West Khilala and West Dikirnis, both within the El Mansoura concession, which combined account for 62% of the overall 2P reserves (Fig 30). Fig 30 Best estimates of 2P reserves amount to 74mmboe Field Concession West Khilala South Khilala El Tamad East Dikirnis West Dikirnis South Zarqa NE Abu Zahra East Abu Khadra West Zahayra Damas South Damas Total El Mansoura El Mansoura El Mansoura El Mansoura El Mansoura El Mansoura El Mansoura El Mansoura El Mansoura SE Mansoura SE Mansoura Gas (bcf) Cond/LPG (mmb) Oil (mmb) Total( mmboe) 129 35 26 3 75 20 3 21 0 1 43 356 0 0 0 0 5 1 0 0 0 0 0 6 0 0 2 0 7 0 0 0 0 0 0 8 22 6 6 1 24 4 0 4 0 0 7 74 Source: Company data, Macquarie Research, September 2012 Production peaked at 40kboe/d in 2010 Production has fallen from its peak level of ~40kboe/d in 2010 (Fig 32) and in 1H12 production averaged 21kboe/d (103mmscf/d of gas and 3.58kb/d of liquids) as production has been choked back to deal with increasing water and sand production. Melrose Resources is pursuing various methods to help delay the natural decline of the concessions. In late 2012/2013 the company plans to install compression units on the West Khilala field while the potential for gas-reinjection to maintain reservoir pressure is being considered for the West Dikirnis field. High angle/horizontal development wells for both fields are also planned for 2013. Furthermore, the West Zaharya, East Dikirnis and West Abu Khadra fields are also planned to be brought on stream in 2013 however they are expected by Melrose Resources to deliver only 1kboe/d of incremental production. All in all then, we see scope for Egyptian production to at least stabilise, if not show very modest growth, over the next 1-2 years. Fig 31 El Mansoura and SE Mansoura concessions Fig 32 Egypt actual and forecast production (kboe/d) (% of total) 45 100% 40 90% 35 80% 70% 30 60% 25 50% 20 40% 15 30% Liquids Source: Company, Macquarie Research, September 2012 12 September 2012 Gas 2020 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 0% 2008 10% 0 2007 20% 5 2006 10 % of Tot. WI prod Source: Company, Macquarie Research, September 2012 17 Macquarie Research Petroceltic International Both concessions operate under PSC terms with the Egyptian General Petroleum Corporation the governmental representative within the PSC. Melrose Resources is able to recover 25% of its exploration and development expenditure while 100% of opex is cost recoverable. Cost oil/profit oil is split 35%/65% (contractor/government) while Melrose Resources‟ share of profit oil is between 15%-18% dependent upon production level. In terms of sales pricing, oil is sold at international pricing while gas is sold at fixed prices of US$2.65-US$2.95/mcf. Looking at the exploration upside within the concession, the Senergy CPR has identified 41mmboe of prospective resources across 8 prospects with Chances of Success up to 42% (Fig 33) Fig 33 Overview of Best Estimate prospective resources in Egypt Prospect Concession Mit Hadid Mustafa NW Zahayra SW Tarif Al Hajarisah Kafr Saqr Sidi Gohar Sinbelaywan Total El Mansoura El Mansoura El Mansoura El Mansoura SE Mansoura SE Mansoura SE Mansoura SE Mansoura Oil (mmb) 1 2 1 2 6 2 5 9 26 Gas (bcf) Total Mmboe 7 16 10 11 18 10 5 9 86 2 5 3 3 9 4 5 10 41 CoS 31% 40% 40% 42% 13%-18%* 9%-13%* 12%-15%* 11%-15%* Source: Senergy CPR, Macquarie Research, September 2012. Prospects have prospective intervals at the Kharita, Barremian and Neocomian intervals 12 September 2012 18 Macquarie Research Petroceltic International Italy – Firming up drilling schedules is the near term goal In the two Figures below we show the map of the two main Italian assets in Petroceltic‟s portfolio. The Elsa field (Fig 34), in the central Adriatic Sea and the Carisio permit (Fig 35) onshore Po Valley Fig 34 Elsa-2 may well be drilled in 2014 to fully determine oil quality Fig 35 Carpignano Sesia farm-out is a near term priority Source: Company data, Macquarie Research, September 2012 Source: Company data, Macquarie Research, September 2012 B.R268.RG Permit (55% WI, op) – Orca (15% WI), Vega Oil (30%WI) Shareholders will have to wait until at least 2014 before Elsa’s commerciality is assessed The B.R268.RG permit is located offshore in the Central Adriatic Sea contains the Elsa field, discovered by Agip in 1992. According to the CPR issued alongside the Melrose Resources merger, the Elsa discovery holds 95mmb of oil on a best estimate basis (34mmb P90; 187mmb P10) while the Elsa West prospect in the same permit holds prospective resources of 54mmb. Elsa is potentially an important part of the Petroceltic asset portfolio, worth 2.2p risked; 9.5p unrisked. However given questions surrounding its commerciality and time-line to drilling in order to prove this, both outlined below, its value is excluded from our target price. The original discovery well (Elsa-1) encountered relatively heavy oil of 12-15°API quality, however Petroceltic believes that the large extent of the interval tested may have compromised the test results, especially with the nearby Miglianico field containing 34-37°API oil (a similar sand fan from the Apulian platform margin). The company was planning to drill the Elsa-2 appraisal well in 2010 with the objective of demonstrating commercial flow rates and determining oil quality. However, the implementation of Legislative Decree 128 in August 2010 in response to the Macondo disaster froze drilling within 5 nautical miles of the Italian coastline and activity on the license stopped. This Decree has recently been overturned for grandfathered contracts signed before its enactment (although an incremental 3% royalty is to be levied to cover improved monitoring of marine environmental protection) and we expect Petroceltic will now look to put in place the environmental permits over the 2012/13 period as well as secure a suitable rig for possible appraisal drilling in 1H14. We understand that gross well costs are likely to stand at ~US$35m for which Petroceltic would be liable for ~US$15m as the 2010 farm-out to Orca Exploration sees Petroceltic partially carried on the appraisal well. In Fig 36 and 37 below we highlight the model economics for Elsa assuming a production profile that achieves first oil in 2018 and peak production rate of 25kb/d (and 13% average decline rate). Based on these assumptions, our model generates a US$17.3/bbl NPV10. 12 September 2012 19 Macquarie Research Elsa production profile (kboe/d) 30 Fig 37 (US$m) 1200 Opex 80 1000 Capex 70 800 Revenue 60 600 AT cash flow 50 400 40 200 30 0 20 -200 10 -400 0 -600 (mmboe) 90 25 20 15 10 5 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 0 Oil production Gas production Source: Macquarie Research, September 2012 Elsa cash-flow generation profile Cumulative production Government take -800 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 Fig 36 Petroceltic International Source: Macquarie Research, September 2012 As discussed earlier, until the planned appraisal well provides firmer production rates, it is difficult to generate definitive economics, however, thanks to the favourable Italian tax terms (31% corporate tax rate and 7% government royalty for offshore oil discoveries) the project is likely to be NPV positive even at much lower production rates than our assumptions (ceteris paribus, our break even NPV10 is at 10kboe/d peak rate and 19% average decline). Carisio permit (47.5% WI) – ENI (47.5% WI, op), Costruzioni Condotte (5% WI) The Carisio permit, operated by ENI and within the onshore Po Valley area of Italy, contains the Carpignano Sesia (formerly Rovasenda) 162mmboe prospect which has stacked objectives across Jurassic and Triassic objectives. Petroceltic believe the prospect to be a direct analogue to ENI‟s Trecate Villafortuna field (~25km offset) and is the most advanced of five Mesazoic and Tertiary mapped leads and prospects on the permit. Despite an extremely bureaucratic environmental permitting process, Petroceltic is optimistic that ENI will be able to spud the well in 1H13 which will cost an estimated US$40-US$50m and take 4-6 months to drill. Petroceltic is conducting a farm-out process prior to drilling in order to manage its financial exposure to the well. This is the largest exploration prospect (0.7p/sh / 4.6p/sh unrisked) in our E&A risked upside included in the target price after assuming a farm down to 23.8% for a one well carry 12 September 2012 20 Macquarie Research Petroceltic International Kurdistan – The largest structures in the portfolio Shakrok & Dinarta PSCs (16% WI) – Hess (64% WI, op), KRG (20% WI) Prospective resources of >2.5bn bbls mapped across the two PSCs Petroceltic entered the Kurdistan region of Iraq in July 2011 bidding alongside Hess for the Dinarta and Shakrok PSCs after it became evident that the Kurdistan Regional Government (KRG) was unlikely to grant operatorship of PSCs to companies the size of Petroceltic The PSCs are located in the more mountainous part of Kurdistan, with the Dinarta block adjacent to MOL‟s (and Gulf Keystone‟s) Akri-Bijeel block which has found heavy oil in the Jurassic formation while the Shakrok block is further to the south east and adjacent to ExxonMobil‟s Betwata block. Fig 38 The position of the Dinarta and Shakrok PSCs within Kurdistan Fig 39 The PSCs are in close proximity to existing discoveries Source: Company, Macquarie Research, September 2012 Source: Company, Macquarie Research, September 2012 The Dinarta block has three obvious surface anticlines: Shireen (660mmb), Chinara (567mmb) and Bradost (533mmb) which are on trend with oil discoveries at Shaikan, Atrush and Swar Tika. The Shakrok block has two surface anticlines: Shakrok (650mmb) and Pelewan (217mmb). Petroceltic has committed to spend in the region of US$90m in Phase 1 which is its share of signature and other bonuses, 750km of 2D seismic across the two PSCs and an exploration well on each. We expect that 2D seismic to be completed in 4Q12 with interpretation likely to finish in early 2013 which should lead to finalised well locations. Petroceltic envisage the first exploration well to target the 650mmb Shakrok prospect in 2H13 and we foresee an approximate drill time of ~6 months. 12 September 2012 21 Macquarie Research Petroceltic International Romania – Provides shallow water exploration potential Muridava (40% WI, op); Est Cobalcescu (40% WI, op) Following the recent farm-out to Beach Energy, we expect prospect definition in 4Q to be the next catalyst Melrose Resources entered offshore Romania is in 2011 through the country‟s 10th licensing round when it was awarded an 80% WI in the Muridava and Est Cobalcescu shallow water blocks (WD <100m), with Petromar Resources taking the remaining 20% WI. Prior 2011, Melrose tried to enter into Romania by farming into two Sterling Resources‟ blocks (Pelican XIII and Midia XV blocks, containing the Ana and Doina gas fields). The deal was announced in December 2008 but on 1st November 2010 the companies announced the farm-out deal had been terminated with no explanation given as to why. On 22nd March 2012, Melrose Resources farmed down a 40% WI in the Muridava block to Sterling Resources and on 10th September 2012 followed this up with a farm down of a 40% WI in the Est Cobalcescu block to Beach Energy for US$4.8m (past costs and carry on the recently completed 3D acquisition). In both blocks, Melrose Resources retains a 40% WI and operatorship. Based upon 2D seismic over the two blocks Melrose Resources has publically declared it sees 1-2Tcfe prospective resources. However, no discrete prospect sizes have yet been disclosed. Further prospect definition is likely to emerge over the coming months though as Melrose Resources has recently completed a 1,930sqkm 3D seismic shoot over both licenses which is currently undergoing interpretation. Fig 40 Romania licences overview Source: Melrose Resources, September 2012 Romania’s prospectivity has increased following ExxonMobil’s Domino-1 discovery Fig 41 Romania licences play types Source: Melrose Resources, September 2012 As highlighted in Fig 41, hydrocarbon prospectivity is seen from the Pliocene through to Triassic aged sands with the potential for both oil and gas and the six well exploration campaign for 2013/14 is likely to target a number of different play types. While the region is under-explored, the Muridava block already holds the Olimpiskiyi discovery (drilled in 2001 but for which there is limited data) while nearby acreage operated by Petrom OMV contains the Lebada oil and gas fields while Sterling Resources has discovered both the Ana and Doina gas fields (345bcf contingent resources). Perhaps more high profile though, was the exploration success of ExxonMobil earlier in the year with the deepwater Domino-1 well which encountered 71m of net gas pay and is believed by ExxonMobil to hold between 1.5-3.0tcf of recoverable resources. Similar to Bulgaria, Romania has attractive commercial terms with a maximum 13.5% royalty rate and Corporation Tax of 16%. On a per unit basis, we would expect discoveries to have a similar development and opex cost as the Romanian fields outlined above. In terms of gas pricing, we also note that Romania is undergoing a liberalisation of the gas market in-line with an agreement with the European Commission and the IMF. Social tariff subsidies are being withdrawn from both Industrial and Residential customers over the 2013-17 timeframe while producers will also be able to access export pricing. 12 September 2012 22 Macquarie Research Petroceltic International PETROCELTIC INTERNATIONAL (PCI, Outperform, Target price: 9p) Price Assumption Oil-Brent Gas-UK US$/£ (period average) $/b US$/mmbtu 2011A 111.3 9.3 2012E 107.5 8.5 2013E 106.3 8.5 2014E 115.5 8.8 2015E 117.5 8.8 $ 1.60 1.58 1.60 1.60 1.60 Half-yearly Forecast Oil-Brent Gas-UK Oil & Liquids Natural Gas Total Production Income Statement Oil & Liquids Natural Gas Total Production Gas Production Ratio kb/d mmcf/d kboe/d (@ 5.8:1) % 2011A 0.0 0.0 0.0 na 2012E 0.0 0.0 0.0 na 2013E 3.8 130.4 26.3 85.4 2014E 3.8 134.9 27.0 86.0 2015E 3.4 106.3 21.7 84.3 Production Growth YoY % nmf nmf nmf 0.1 -0.2 Gross Revenue (pre-royalty) Royalties Net Revenue Operating Costs G&A Costs Other operating expenses EBITDA DD&A EBIT Interest Costs Other fin. costs Taxes Net Income EPS (basic) EPS (diluted) Adjusted EPS (diluted) m m m m m 0.4 0.0 0.4 0.0 -4.8 -4.9 -9.4 -0.4 -9.7 1.6 0.0 0.0 -8.2 -0.4 -0.4 -0.4 0.6 0.0 0.6 0.0 -5.1 -3.0 -7.5 -0.4 -7.9 2.8 0.0 0.0 -5.1 -0.2 -0.2 -0.2 213.1 -6.4 206.7 -22.0 -28.3 -17.0 139.4 -75.9 63.5 -10.7 0.0 -21.1 31.7 0.8 0.8 0.8 230.6 -7.4 223.2 -24.5 -29.7 -10.7 158.3 -80.0 78.3 -8.1 0.0 -28.1 42.1 1.0 0.9 0.9 183.6 -5.2 178.5 -20.1 -31.2 -10.7 116.4 -62.4 54.0 -6.7 0.0 -18.9 28.4 0.6 0.6 0.6 m m m m m m m cts/sh cts/sh cts/sh Revenue EBITDA Net Income Adjusted EPS (diluted) Net Cash Flow from Operations $/b US$/mmbtu H1/12 113.5 9.0 H2/12 101.5 8.1 H1/13 104.0 8.3 H2/13 108.5 8.7 H1/14 111.0 8.8 kb/d mmcf/d kboe/d (@ 6:1) 0.0 0.0 0.0 0.0 0.0 0.0 3.9 130.2 26.3 3.8 130.7 26.3 3.8 134.9 27.0 m m m cts/sh m 0.3 -4.0 -3.2 -0.1 -22.5 0.3 -3.5 -1.9 -0.1 10.3 105.4 68.5 14.6 0.4 60.9 107.7 70.9 17.1 0.4 63.1 113.1 77.0 19.9 0.4 64.9 2011A 0.0 26.8 7.6 34.4 2012E 0.0 21.5 6.6 28.1 2013E 0.0 21.9 4.4 26.3 2014E 0.0 21.9 5.2 27.0 2015E 0.0 18.1 3.6 21.7 89% 90% 85% 86% 84% Production profile Ain Tsila Egypt Bulgaria Total % gas kboe/d kboe/d kboe/d kboe/d % 45.0 35.0 100% kboe/d 39.4 40.0 33.9 90% 36.1 34.4 80% 28.1 30.0 26.3 70% 27.0 25.0 21.7 20.0 % % 13 nmf 33 nmf nmf nmf -3 101 30% Basic Shares (WA / OS) Diluted Shares (WA / OS) m m 2278.7 2489.4 2369.6 2606.6 3883.5 4188.0 4388.1 4692.6 4388.1 4692.6 Balance Sheet Cash (including Restricted) Debt Net Debt (Cash) m m m 2011A 9.1 23.4 14.3 2012E 74.8 0.0 -74.8 2013E 86.1 233.4 147.3 2014E 80.3 200.1 119.8 2015E 81.3 200.1 118.8 Total Assets Total Liabilities Total S/H Equity m m m 371.5 53.8 317.8 361.2 20.2 341.0 1177.7 360.0 817.7 1185.9 329.1 856.7 1218.4 331.5 886.8 Ratios Analysis ROA ROCE ROE Net Debt/Equity Net Debt/CF Price/Book Book Value Valuation P/E P/CF Dividend Yield Enterprise Value EV/DACF EV/Reserves4 EV/2P + 2C4 EV/Production4 Reserve/Production (2P) Core Net Asset Value (PV10AT) P/CoreNAV Core NAV + Risked Resource Upside P/RENAV 5 5 20% 5.0 -20 74 50% 40% 15.0 10.0 Revenue per Share Growth YoY EBITDA per Share Growth YoY 60% 10% 0.0 0% 2008A 2009A Ain Tsila 2010A 2011A Bulgaria 2012E 2013E Egypt 2014E 2015E % gas Cashflow Analysis Cash Flow from Operations Chgs in Working Cap Net Cash Flow from Operations Cash Flow from Investing Cash Flow from Financing Increase in Cash m m m m m m 2011A -3.5 12.9 9.3 -164.6 82.1 -73.2 2012E -1.7 -10.5 -12.2 102.0 -24.1 65.7 2013E 124.0 0.0 124.0 -107.0 -10.5 6.5 2014E 132.3 0.0 132.3 -100.0 -33.3 -1.0 2015E 101.0 0.0 101.0 -100.0 0.0 1.0 Free Cash Flow1 m -155.3 89.1 17.0 32.3 1.0 m -17.3 6.0 177.0 196.5 145.5 0.4 -0.5 3.0 2.8 2.2 2011A -2.5 -0.4 -2.1 4.5 1.5 1.1 0.1 2012E -1.4 -0.1 -1.3 -21.9 6.1 0.8 0.1 2013E 4.1 2.0 7.7 18.0 1.2 0.6 0.2 2014E 3.6 2.5 10.3 14.0 0.9 0.6 0.2 2015E 2.4 1.7 6.9 13.4 1.2 0.6 0.2 Debt Adjusted Cash Flow (DACF) % % % % x x $/sh x x % m x $/boe $/boe $k/boe/d years 2011A nmf 25.1 0.0 389 -22.5 nmf 1.28 nmf nmf 2012E nmf nmf 0.0 236 39.3 nmf nmf nmf nmf 2013E 15.9 2.5 0.0 653 3.7 nmf nmf 24.81 0.0 2014E 13.5 2.7 0.0 687 3.5 nmf nmf 25.40 0.0 2015E 20.0 3.5 0.0 686 4.7 nmf nmf 31.55 0.0 p/sh x p/sh x 7.6 1.0 13.7 0.6 Per Boe Statistics Revenue/boe Royalties/boe Operating costs/boe Operating Netback/boe G&A/boe Interest/boe Cash Tax/boe Cash Netback/boe Depletion and Depreciation/boe Stock based compensation/boe Other Non-cash/boe Deferred Taxes/boe Exceptionals/boe Earnings Netback/boe CFPS Capital Expenditures & Acquisitions m 164.6 -101.4 107.0 100.0 100.0 Capex/Cash Flow x -46.6 58.5 0.9 0.8 1.0 $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe 2011A nmf nmf nmf 0.00 nmf nmf nmf 0.00 nmf nmf nmf nmf nmf 0.00 2012E nmf nmf nmf 0.00 nmf nmf nmf 0.00 nmf nmf nmf nmf nmf 0.00 2013E 43.51 -1.31 -4.50 37.71 -5.78 -2.19 -4.31 25.43 -15.50 -0.46 -2.51 nmf 0.00 6.95 2014E 44.70 -1.44 -4.75 38.51 -5.77 -1.57 -5.44 25.73 -15.50 -0.44 -1.63 0.00 0.00 8.16 2015E 44.70 -1.44 -4.75 38.51 -5.77 -1.57 -5.44 25.73 -15.50 -0.44 -1.63 0.00 0.00 8.16 All figures US$ unless noted and production and reserve figures are gross of royalties 1) Cash flow from Operations (before chg in WC) Less Capex 2) Excludes non-producing assets 3) Risked resource upside based on LT price of US$8.8/mmbtu HH, US$115/b Brent, and GBP/USD 1.6 Source: Company Data, Macquarie Research, September 2012 12 September 2012 23 Macquarie Research Petroceltic International Appendices Combined capital structure We highlight in Fig 42 the key features of the combined capital structure. The main items in the capital structure will include; US$300m HSBC loan. Alongside with the merger announcement, PCI and MRS have announced that they agreed with HSBC an 18-month term loan. This is to refinance the existing MRS Senior Loan and Subordinated Loan Facility of US$385m of which US$301m is drawn (paying 3.4% blended interest) and which presumably is terminated under a Change of Control clause. The new loan facility, arranged by HSBC (one of the nine banks in current facility syndicate) will reduce to US$200m by the time it expires in 1H14. US$108m cash resources. The cash balance consists of US$54.5m PCI cash (as reported in the 1H12 results), US$37.7m MRS cash (as reported during 1H12 results) net of the US$8.6m special dividend announced by MRS in the merger document (to be paid in 2H12) and US$25m contingent payment to PCI from Enel as part of the Ain Tsila farm-in agreement (if confirmed to be paid in 2H12) 4,388,134,582 basic shares outstanding. Based on the announced 17.6 exchange ratio (PCI shares for every MRS) the 114,689,178 MRS‟ basic shares outstanding will convert into 2,018,529,533 PCI shares, equivalent to 46% of the combined basic shares outstanding. Pre-merger, PCI basic shares outstanding were 2,369,605,049 304,478,873 options and warrants outstanding. Of these, 67,878,008 are newly issued PCI‟s options and warrants from the conversion of 3,856,705 MRS‟ options and warrants (with an average strike price of 262p/sh, or 14.9p/sh once converted into PCI options and warrants). The remaining 210,337,357 are PCI‟s options and warrants (with an average strike price of 8.1p/sh). The combined fully diluted shares outstanding is 4,692,613,455 of which, original fully diluted PCI‟s shares are 2,606,205,914, equivalent to 56% of the overall shares outstanding Fig 42 Combined capital structure PCI shares outstanding PCI options and warrants outstanding Additional PCI warrants issued in 2012 FD PCI shares outstanding 2,369,605,049 210,373,357 26,227,508 2,606,205,914 MRS shares outstanding MRS options and warrants outstanding FD MRS shares outstanding 114,689,178 3,856,705 118,545,883 PCI : MRS conversion factor MRS shares outstanding in PCI shares MRS options and warrants in PCI shares FD MRS shares outstanding in PCI shares Post deal shares outstanding Post deal options and warrants outstanding Total FD shares outstanding as per offer doc. (17-Aug-12) avg. strike 8.15p/sh (AR11) avg. strike 7.94p/sh (offer doc) as per offer doc. (17-Aug-12) avg. strike 262p/sh (AR11) 17.6 2,018,529,533 67,878,008 2,086,407,541 avg. strike 14.9p/sh PCI cash and cash equivalents (US$m) PCI Enel receivable MRS cash and cash equivalents (US$m) MRS special dividend (US$m) Combined cash resources (US$m) 54.5 25.0 37.7 -8.6 108.5 PCI debt (US$m) MRS senior loan facility (US$m) MRS debt repayment (US$m) HSBC loan Combined debt financing (US$m) 0 301 -301 300 300 Combined net debt (US$m) 191 reported 1H12 US$25m contingent payment reported 1H12 as per offer doc. (17-Aug-12) 3.4% intx rate ($40m due in 2012) as per offer doc. (17-Aug-12) 18-month facility to refi MRS debt 4,388,134,582 304,478,873 4,692,613,455 avg. strike 9.6p/sh Source: Company Data, Macquarie Research, September 2012 12 September 2012 24 Macquarie Research Petroceltic International Combined shareholding and board structure We illustrate in Fig 43 and 44 below the combined shareholding and board composition. We highlight in yellow PCI‟s shareholders / Board members and in grey those of Melrose Resources We also highlight how Mr Robert Adair, currently MRS‟ largest shareholder with 50.9% of the outstanding shares, will also be the largest shareholder of the combined entity with a 23.4% equity interest. However, based on the merger announcement, he will be subject to a specific “Relationship Agreement” that includes, among other things, a lock-up period, the mandatory favourable vote for 24 months on specific topics such as capital raises Fig 43 Combined shareholding Holders Robert F. M. Adair Caledonia Investments Plc Henderson Global Investors Ltd. FIL Investments International AXA Investment Managers UK Ltd. Aberforth Partners LLP JPMorgan Asset Management (UK) Ltd. Schroder Investment Management Ltd. BlackRock Investment Management (UK) Ltd. Blakeney LLP Scottish Widows Investment Partnership Ltd. Aviva Investors Global Services Ltd. Standard Life Investments Ltd. Capital Research Global Investors Henderson Global Investors Ltd. Other Fig 44 # of shares % of total 1,028,401,950 207,421,315 175,004,346 112,313,931 110,679,747 107,046,386 102,072,708 84,143,793 68,801,456 67,225,863 65,290,722 63,726,450 56,673,724 54,574,595 48,134,222 2,036,623,409 4,388,134,618 23.4% 4.7% 4.0% 2.6% 2.5% 2.4% 2.3% 1.9% 1.6% 1.5% 1.5% 1.5% 1.3% 1.2% 1.1% 46.4% Combined board of directors Name (Board role) Robert F. M. Adair (Non-Executive Chairman) Brian O'Cathain (CEO) Tom Hickey (CFO) David Thomas (COO) James Agnew (Sr. Independent Director) Hugh McCucheon (Non-Exec. Dir. / Dep. Chairman) Robert Arnott (Non-Executive Director Con Casey (Non-Executive Director) Alan Parsley (Non-Executive Director) Source: Factset, Macquarie Research, September 2012 Source: Factset, Macquarie Research, September 2012 * MRS shareholders in grey, Petroceltic shareholders in yellow * MRS Directors in grey, Petroceltic Directors in yellow 12 September 2012 Company MRS PCI PCI MRS MRS PCI PCI PCI MRS 25 Macquarie Research Petroceltic International Key Management and Board members Brian O’Cathain – Chief Executive (PCI) Mr. O‟Cathain (52 years old) is PCI‟s current CEO and will be CEO of the combined entity. He is a geologist and petroleum engineer with over 25 years‟ experience in senior technical and commercial roles in upstream oil and gas exploration and production companies. Before joining Petroceltic, he was Managing Director of Tullow Oil‟s international business and CEO of Afren (2005-07). Before that, he was a senior manager of Shell International, where he was principally involved with acquisitions, divestments and corporate strategy. He has experience in working in West Africa, North Sea, Gulf of Mexico, South Asia and Offshore Ireland Tom Hickey – Chief Financial Officer (PCI) Mr. Hickey (43 years old) is PCI‟s current Corporate Development Director and will be CFO of the combined entity. Before joining Petroceltic, he was an Executive Director and CFO of Tullow Oil, from 2000 to 2008, when Tullow grew through a number of significant acquisitions including the US$570m acquisition of Energy Africa in 2004 and the US$1.1bn acquisition of Hardman Resources in 2006. Before that, he was an Associate Director of ABN AMRO Corporate Finance (Ireland). He is a Fellow of the Institute of Chartered Accountants in Ireland, and a non-executive Director of PetroNeft David Thomas – Chief Operating Officer (MRS) Mr. Thomas is MRS‟s current CEO and will be COO of the combined entity. He holds a BSc in Mining Engineering and an MSc in Petroleum Engineering. He was appointed CEO of Melrose in 2007, before that he was President and COO of Centurion Energy, an Egyptian, Tunisian and West African E&P which was acquired by Dana Gas in 2007 for US$1bn. He was also Regional VP for ENI. He started his career in Conoco in 1978, before moving to Lasmo Robert F. M. Adair – Non-executive Chairman (MRS) Mr. Adair is MRS‟s current executive Chairman and will be non-executive Chairman of the combined entity. He is a geologist and a Chartered Accountant specialised in oil and gas taxation. He founded the predecessor company of Melrose. He is also chairman of Skye Investment (Melrose‟s principal shareholder) and of Terrace Hill Group, Leed Petroleum and Plexus Holdings (and a number of other companies) Hugh McCucheon – Non-executive Director / Deputy Chairman (PCI) Mr. Mc Cucheon is one of PCI‟s current Non-Executive Directors and will be a Non- executive Director and Deputy Chairman of the combined entity. He is a Chartered Accountant and worked for 21 years at Davy including as Head of Corporate Finance. James Agnew – Senior Independent Director (MRS) Mr. Agnew is currently Independent Non-executive Director on MRS‟s board and will be Senior Independent Director of the combined entity. He is currently Chairman of UK Corporate Broking at Deutsche Bank, which he joined in 2002 from Merrill Lynch where he has Head of Corporate Broking. He is a member of the Panel on Takeover and Mergers, the UKLA Advisory Committee and the LSE Primary Markets Group. He is a Chartered Accountant Other Non-executive Directors Robert Arnott – Currently Non-Exec Chairman of Petroceltic. A Research Fellow with the Oxford Institute of Energy Studies and former adviser to DNO. Con Casey – Currently a Non-Exec of Petroceltic, Mr Casey is a Chartered Accountant James Agnew – Currently an Independent Non-Exec of Melrose Resources, Mr Agnew is chairman of UK Corporate Broking at Deutsche Bank Alan Parsley – Currently an Independent Non-Exec of Melrose Resources, Mr Parsley has previously worked as Shell‟s Head of Exploration New Business Ventures 12 September 2012 26 Macquarie Research Petroceltic International Updated valuation for Melrose Resources We have updated our Melrose Resources model for 1H12 results and made changes to our NAV as we have reviewed the producing assets following the issuance of the CPR in conjunction with the merger with Petroceltic. Our Core NAV increased by 5% to 127p/sh from 121p/sh, principally impacted by the following changes: Changes to our Egypt asset model to reflect CPR reserves split and production profile. We update our model for the reported EURs for oil and gas and model the production decline to include the production contribution from the West Zaharya, East Dikirnis and West Abu Khadra fields expected to come on stream in 2013 (61p/sh positive impact). Changes to our Bulgaria asset model to reflect realized gas prices reported in 1H12 and production profile provided with the CPR. We have also included the Galata field among our undeveloped assets following the results from flow test results at Galata-1 well (17mmcf/d) and potential to re-activate production from the field (9p/sh negative impact). Updated Net debt and G&A based on 1H12 report (46p/sh negative impact) Our RENAV declines 20% to 148p from 184p impacted by updated prospect sizes as per the CPR, Romania farm downs and changes in Bulgaria and Egypt modelling assumptions. We have also increased our Target Price 12% to 136p/sh from 121p/sh to align it with Petroceltic merger deal terms of 17.6 PCI shares per MRS shares and the announced 4.7p/sh special dividend. Based on Petroceltic‟s 10th September 2012 closing share price of 7.5p/sh the derived Melrose share price would be 136p/sh (PCI‟s closing share price multiplied by 17.6 plus 4.7p). Fig 45 Melrose Resource’s Core and Total NAV. TP derived from PCI’s offer Melrose Resources Risked resources (mmboe) Unit Value (US$/boe) 80.4 6.4 Previous published EMV (US$m) Value (p/sh) Change Value (p/sh) Comments Assets (NPV10) Producing Assets Net Cash/(Net Debt) Undeveloped Assets 1.7 25.2 Other assets less G&A Core NAV 511.7 270p 39p 17% 231p Updated Egypt and Bulgaria models -271.8 -143p -47p -49% -96p Upd. to 1H12 reported (net of special div) 42.8 23p 14p 151% 9p -42.7 -23p 1p 4% -24p 240.0 127p 6p 5% 121p 82.1 2.9 11.6 6p 0p -1% 6p Risked E&A upside 15.5 1.8 28.6 15p -42p -74% 57p RENAV 97.5 2.9 280.2 148p -36p -20% 184p Option Proceeds Risked E&A upside included in TP 5p 4p 2128% 0p Unrisked value of above 60p 58p 2378% 2p 136p 15p 12% 121p Target price Updated Egypt and Bulgaria models Upd. to 1H12 reported Updated to reflect CPR Inlcuded Kamchia prospect Source: Macquarie Research, September 2012 12 September 2012 27 Macquarie Research Fig 46 Petroceltic International Melrose Resources’ Asset Breakdown EMV Country Project/Prospect Producing Assets Egypt El Mansoura (2P) Egypt Qantara Egypt Other El Mansoura (2P) Egypt SE El Mansoura (2P) Bulgaria Kavarna (Galata block) Bulgaria Kaliakra (Galata block) Undeveloped Assets Bulgaria Galata field (Galata block) Bulgaria Kavarna East (Galata block) Risked Upside Bulgaria Egypt Egypt Egypt Bulgaria Bulgaria Romania Romania France Kamchia (Galata block) Mesaha Block El Mansoura, Qawasim play (4 prospects) SE El Mansoura (4 prospects) Chaika (NW, NE and S) Prospects A, E, F and H (Galata block) Muridava Est Cobalcescu Rhone Maritime Total Asset Value Gross Res. Potential (mmboe) Working Interest (%) 56 1 8 8 3 4 80 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 1 1 2 100.0% 100.0% 100.0% 100.0% 5 100 13 34 8 8 21 21 0 208 100.0% 40.0% 100.0% 100.0% 100.0% 100.0% 40.0% 40.0% 27.5% 100.0% 40.0% 100.0% 100.0% 100.0% 100.0% 40.0% 40.0% 27.5% 291 Costs Paid (%) Discounted Value (US$/boe)2 Net Risked (mmboe) EMV (US$m)3 Risked Value (p/sh) Unrisked Value (p/sh)4 $4.4 $6.6 $4.4 $4.4 $28.7 $24.3 56.5 0.9 8.4 7.6 3.2 3.8 80.4 250 6 37 33 93 93 512 131.6 3.2 19.5 17.6 49.0 48.9 269.8 131.6 3.2 19.5 17.6 49.0 48.9 269.8 75% 75% $23.8 $26.1 0.7 1.0 1.7 16 27 43 8.5 14.1 22.6 11.3 18.8 30.1 20% 10% 30% 10% 10% 10% 10% 10% 5% $13.2 $1.4 $2.9 $2.9 $13.2 $13.2 $13.1 $13.1 $0.0 0.9 4.2 3.8 3.4 0.8 0.8 0.8 0.8 0.0 15.5 5 3 6 3 3 4 2 2 0 29 2.9 1.7 3.3 1.8 1.5 1.8 1.0 1.0 0.0 15.1 31.3 29.2 19.5 51.6 52.7 56.4 57.7 57.7 0.0 356.1 97.5 583 307.4 656.0 C.O.S. (%)1 Notes: Melrose outstanding shares (fd) 1. C.O.S. - Chances of Success - Includes all risk factors such as geological, political, project delivery, commercial, etc. GBP/USD 2. Value/boe - Includes proximity to established infrastructure, development capex required, oil quality, discount rate (10%), etc. 3. EMV - Expected Monetary Value - a risk weighted value. EMV = (Reward*C.O.S.) - [Capital at Risk*(1-C.O.S.)] 4. Unrisked Value - Refers to the value that could potentially be realized if success was achieved on prospect and commercial production ** Assumes realized. farm-down of assets with 3-2 promote. * Assumes farm-down (Q) = Qawasim (O) = Oligocene 118.5 1.60 Source: Macquarie Research, September 2012 12 September 2012 28 Macquarie Research Petroceltic International MELROSE RESOURCES (MRS LN, Neutral, Target price: 136p) Price Assumption Oil-Brent Gas-UK Gas-UK US$/£ (period average) Income Statement Oil & Liquids Natural Gas Total Production Gas Production Ratio Production per Share Growth YoY Gross Revenue (pre-royalty) Royalties Net Revenue Operating Costs G&A Costs Other operating expenses EBITDA DD&A EBIT Interest Costs Taxes Other Non-Cash Costs Net Income EPS (basic) EPS (diluted) Adjusted EPS (diluted) $/b p/therm US$/mmbtu 2011A 111.34 58.06 9.28 2012E 107.51 54.01 8.53 2013E 106.25 53.13 8.50 2014E 115.54 57.77 9.24 2015E 117.52 58.76 9.40 $ 1.60 1.58 1.60 1.60 1.60 kb/d mmcf/d kboe/d (@ 6:1) % 2011A 4.8 177.1 35.4 86.4 2012E 3.7 141.3 28.1 86.8 2013E 3.8 130.4 26.3 85.4 2014E 3.8 134.9 27.0 86.0 2015E 3.4 106.4 21.8 84.3 % 4.4 -15.0 -15.3 5.3 -21.8 m m m m m m m m m m m m m US$/sh US$/sh US$/sh 297.2 -8.6 288.6 -24.4 -22.0 0.0 242.2 -107.8 134.5 -22.8 -32.7 -16.1 62.8 0.5 0.5 0.5 256.6 -9.4 247.3 -26.1 -21.3 -2.7 197.1 -88.7 108.4 -14.9 -34.7 2.2 61.0 0.5 0.5 0.5 213.1 -6.4 206.7 -22.0 -23.0 -14.9 146.7 -76.1 70.6 -11.0 -21.4 -1.6 36.5 0.3 0.3 0.3 230.6 -7.4 223.2 -24.5 -25.4 -10.4 163.0 -79.6 83.4 -8.2 -28.1 -1.6 45.4 0.4 0.4 0.4 183.9 -5.2 178.7 -20.2 -27.9 -10.3 120.3 -61.4 58.9 -6.0 -19.5 -1.6 31.8 0.3 0.3 0.3 Half-yearly Forecast Oil-Brent Gas-UK Oil & Liquids Natural Gas Total Production $/b US$/mmbtu H1/12E 113.52 8.95 H2/12E 101.50 8.12 H1/13E 104.00 8.32 H2/13E 108.50 8.68 H1/14E 111.00 8.88 kb/d mmcf/d kboe/d (@ 6:1) 3.6 142.9 28.2 3.8 139.7 27.9 3.9 130.2 26.3 3.8 130.7 26.3 3.8 134.9 27.0 m m m US$/sh m 133.4 104.7 32.7 0.3 89.7 123.3 95.2 28.3 0.2 81.3 105.4 79.8 17.4 0.2 70.8 107.6 81.8 19.1 0.2 72.5 113.1 84.6 21.1 0.2 72.3 2011A 7.6 21.9 4.8 0.2 0.0 34.6 89% 2012E 6.6 17.8 3.7 0.0 0.0 28.1 90% 2013E 4.4 18.0 3.8 0.0 0.0 26.3 88% 2014E 5.2 18.1 3.8 0.0 0.0 27.0 89% 2015E 3.6 14.7 3.4 0.0 0.0 21.8 87% Revenue EBITDA Net Income Adjusted EPS (diluted) Net Cash Flow from Operations Production profile Bulgaria Egypt gas Egypt oil USA Romania Total % gas kboe/d 45 40 35.5 37.4 100% 40.5 90% 34.6 35 80% 28.1 30 26.3 70% 27.0 25 60% 21.8 20 30% 10 Revenue per Share Growth YoY EBITDA per Share Growth YoY % % 20.0 28.6 -14.3 -18.6 -16.4 -25.6 8.0 11.1 -19.9 -26.2 20% 5 10% 0 0% 2008A Basic WA Shares OS Fully Diluted Shares Outstanding m m 114.7 117.1 114.7 117.1 114.7 117.1 114.7 117.1 114.7 117.1 Balance Sheet Cash (including Restricted) Debt Net Debt (Cash) m m m 2011A 53.4 351.5 183.3 2012E 56.1 300.8 115.8 2013E 107.5 300.8 64.4 2014E 166.9 300.8 5.0 2015E 194.5 300.8 -22.6 Total Assets Total Liabilities Total S/H Equity m m m 823.9 461.4 362.5 805.6 396.5 409.1 850.1 411.5 438.6 907.4 421.9 485.5 951.2 432.3 518.9 Ratios Analysis ROA ROCE ROE Net Debt/Equity Net Debt/CF Price/Book Book Value Valuation P/E P/CF Dividend Yield Enterprise Value EV/DACF EV/Reserves4 EV/2P + 2C4 EV/Production4 Reserve/Production (2P) Core Net Asset Value (PV10AT) P/CoreNAV Core NAV + Risked Resource Upside P/RENAV 5 5 50% 40% 15 2009A USA 2010A 2011A Romania Bulgaria 2012E 2013E Egypt gas 2014E Egypt oil % gas Cashflow Analysis Cash Flow from Operations Chgs in Working Cap Net Cash Flow from Operations Cash Flow from Investing Cash Flow from Financing Increase in Cash m m m m m m 2011A 197.5 -3.8 193.6 -68.1 -144.8 -19.3 2012E 171.0 0.0 171.0 -69.1 -99.2 2.7 Free Cash Flow1 m 128.1 101.5 66.2 67.7 33.7 m 220.3 185.9 154.2 155.9 119.7 2012E 7.5 15.5 15.8 28.3 0.7 0.6 3.6 2013E 4.4 9.5 8.6 14.7 0.4 0.5 3.8 2014E 5.2 10.7 9.8 1.0 0.0 0.5 4.2 2015E 3.4 7.1 6.3 -4.4 -0.2 0.5 4.5 Debt Adjusted Cash Flow (DACF) % % % % x x $/sh 2011A 7.2 15.6 18.5 50.6 0.9 0.7 3.2 x x % m x $/boe $/boe $k/boe/d years 2011A 7.2 2.3 0.0 642 2.9 18.04 18.04 18.16 2.8 2012E 3.9 1.4 0.0 360 1.9 10.11 10.11 12.82 3.5 2013E 6.5 1.7 0.0 308 2.0 2014E 5.3 1.6 0.0 249 1.6 2015E 7.5 2.1 0.0 221 1.8 11.71 9.21 10.17 p/sh x p/sh x 127 1.0 148 0.9 Per Boe Statistics Revenue/boe Royalties/boe Operating costs/boe Operating Netback/boe G&A/boe Interest/boe Capital Tax/boe Cash Netback/boe Depletion and Depreciation/boe Stock based compensation/boe Other Non-cash/boe Cash Taxes/boe Deferred Taxes/boe Earnings Netback/boe CFPS 2013E 143.2 0.0 143.2 -72.2 -19.6 51.4 2015E 2014E 147.7 0.0 147.7 -80.0 -8.2 59.4 2015E 113.7 0.0 113.7 -80.0 -6.0 27.6 US$/sh 1.7 1.5 1.2 1.3 1.0 Capital Expenditures m 65.6 69.5 77.0 80.0 80.0 Capex/Cash Flow x 0.3 0.4 0.5 0.5 0.7 $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe $/boe 2011A 43.64 -1.26 -3.58 38.81 -3.23 -3.35 0.00 32.22 -15.83 0.00 0.18 -4.80 0.00 11.78 2012E 45.62 -1.66 -4.63 39.32 -3.79 -2.66 0.00 32.87 -15.77 -0.14 0.20 -6.17 0.00 10.99 2013E 44.82 -1.33 -4.64 38.85 -4.85 -2.32 0.00 31.69 -16.01 -0.34 -3.16 -4.51 0.00 7.68 2014E 46.06 -1.47 -4.90 39.70 -5.06 -1.65 0.00 32.99 -15.91 -0.32 -2.08 -5.62 0.00 9.07 2015E 46.95 -1.31 -5.15 40.49 -7.12 -1.54 0.00 31.83 -15.68 -0.41 -2.65 -4.97 0.00 8.11 All figures US$ unless noted and production and reserve figures are gross of royalties 1) Cash flow from Operations (before chg in WC) Less Capex 2) Excludes non-producing assets 3) Risked resource upside based on LT price of US$11.04/mmbtu HH, US$115/b Brent, and GBP/USD 1.6 Source: Company Data, Macquarie Research, September 2012 12 September 2012 29 Macquarie Research Petroceltic International Other companies mentioned: Afren (AFR LN, £1.38, Outperform, TP: £1.50, Mark Wilson) Beach Energy (BPT AU, A$1.30, Outperform, TP: A$1.60, Kirit Hira) BP (BP/ LN, £4.38, Outperform, TP: £5.70, Jason Gammel) BHP Billiton (BHP AU, A$32.46, Outperform, TP: A$40.00, Adrian Wood) Centurion Energy (Not Listed) Circle Oil (COP LN, Not covered) Codotte (Not Listed) ConocoPhillips (COP US, US$56.18, Neutral, TP: US$55.00, Jason Gammel) DNO International (DNO NO, kr8.69, Outperform, TP: kr11.60, David Farrell) Egyptian General Petroleum Company (Not Listed) Encore (Not Listed) ENEL (ENEL IM, Not covered) Energy Africa (Not Listed) Eni (ENI IM, €17.86, Neutral, TP: €19.00, Jason Gammel) Exxon Mobil Corp (XOM US, US$89.48, Outperform, TP: US$97.00, Jason Gammel) Gulf Keystone (GKP LN, Not covered) Hardman Resources (Not Listed) Hess (HES US, Not covered) Lasmo (Not Listed) Leed Resources (LDP LN, Not covered) Melrose Resources (MRS LN, £1.30, Neutral, TP: £1.36) Nautical Petroleum (Not Listed) Orca Exploration (Not Listed) Petroneft Resources (PTR LN, £0.08, Outperform, TP: £0.11, Mark Wilson) Plexus Holdings (POS LN, Not covered) Repsol (REP SM, €15.58, Underperform, TP: €13.50, Marc Kofler) Royal Dutch Shell (RDSA LN, £22.32, Outperform, TP: £25.50, Jason Gammel) Skye Investment (Not Listed) Sonatrach (Not Listed) Statoil (STL NO, kr149.50, Neutral, TP: kr160.00, Jason Gammel) Terrace Hill Group (THL LN, Not covered) TOTAL (FP FP, €40.45, Neutral, TP: €42.00, Jason Gammel) TransGlobe Energy (TGL CN, C$11.49, Outperform, TP: C$16.50, David Popowich) Tullow Oil (TLW LN, £13.86, Underperform, TP: £10.75, Mark Wilson) Vega Oil (Not Listed) 12 September 2012 30 Macquarie Research Important disclosures: Petroceltic International Recommendation definitions Volatility index definition* Financial definitions Macquarie - Australia/New Zealand Outperform – return >3% in excess of benchmark return Neutral – return within 3% of benchmark return Underperform – return >3% below benchmark return This is calculated from the volatility of historical price movements. All "Adjusted" data items have had the following adjustments made: Added back: goodwill amortisation, provision for catastrophe reserves, IFRS derivatives & hedging, IFRS impairments & IFRS interest expense Excluded: non recurring items, asset revals, property revals, appraisal value uplift, preference dividends & minority interests Benchmark return is determined by long term nominal GDP growth plus 12 month forward market dividend yield Macquarie – Asia/Europe Outperform – expected return >+10% Neutral – expected return from -10% to +10% Underperform – expected return <-10% Macquarie First South - South Africa Outperform – expected return >+10% Neutral – expected return from -10% to +10% Underperform – expected return <-10% Macquarie - Canada Outperform – return >5% in excess of benchmark return Neutral – return within 5% of benchmark return Underperform – return >5% below benchmark return Macquarie - USA Outperform (Buy) – return >5% in excess of Russell 3000 index return Neutral (Hold) – return within 5% of Russell 3000 index return Underperform (Sell)– return >5% below Russell 3000 index return Very high–highest risk – Stock should be expected to move up or down 60–100% in a year – investors should be aware this stock is highly speculative. High – stock should be expected to move up or down at least 40–60% in a year – investors should be aware this stock could be speculative. Low–medium – stock should be expected to move up or down at least 25–30% in a year. EPS = adjusted net profit / efpowa* ROA = adjusted ebit / average total assets ROA Banks/Insurance = adjusted net profit /average total assets ROE = adjusted net profit / average shareholders funds Gross cashflow = adjusted net profit + depreciation *equivalent fully paid ordinary weighted average number of shares Low – stock should be expected to move up or down at least 15–25% in a year. * Applicable to Australian/NZ/Canada stocks only All Reported numbers for Australian/NZ listed stocks are modelled under IFRS (International Financial Reporting Standards). Medium – stock should be expected to move up or down at least 30–40% in a year. Recommendations – 12 months Note: Quant recommendations may differ from Fundamental Analyst recommendations Recommendation proportions – For quarter ending 30 June 2012 Outperform Neutral Underperform AU/NZ 55.67% 30.50% 13.83% Asia 61.00% 22.11% 16.89% RSA 53.43% 36.99% 9.59% USA 42.58% 52.41% 5.01% CA 69.23% 28.02% 2.75% EUR 46.60% (for US coverage by MCUSA, 9.05% of stocks followed are investment banking clients) 33.69% (for US coverage by MCUSA, 8.14% of stocks followed are investment banking clients) 19.71% (for US coverage by MCUSA, 0.45% of stocks covered are investment banking clients) Company Specific Disclosures: Macquarie and its affiliates collectively and beneficially own or control 1% or more of any class of Petroceltic International's equity securities. Important disclosure information regarding the subject companies covered in this report is available at www.macquarie.com/disclosures. 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Charles Russell (Johannesburg) Benjie Creelan-Sandford (London) Thomas Stoegner (London) Piers Brown (London) (44 20) 3037 4077 (27 11) 583 2326 (44 20) 3037 4081 (44 20) 3037 4532 (44 20) 3037 4044 Insurance Hadley Cohen (London) Neil Welch (London) (44 20) 3037 4078 (44 20) 3037 4272 Industrials Capital Goods Peter Steyn (Johannesburg) Robert Joynson (London) Sam Dobson (London) Peter Steyn (Johannesburg) Materials David Smith (Johannesburg) Peter Steyn (Johannesburg) Christian Faitz (Frankfurt) Jürgen Reck (Frankfurt) (2711) 583 2337 Equities Jeff Largey (London) Alon Olsha (London) Michael Bogusz (Perth) Gareth Neilson (Johannesburg) Kieran Daly (Johannesburg) James Oberholzer (Johannesburg) Lee Bowers (Sydney) (44 20) 3037 4821 (44 20) 3037 4826 (44 20) 3037 4908 (44 20) 3037 4827 (44 20) 3037 4980 (44 20) 3037 4778 UK Sales Trading Mike Keen (London) Drew Hendrickson (London) James Buckley (London) Jim Dixon (London) KC O'Rourke (London) Edward Robinson (London) Danny Want (London) Peter Homan (London) (44 20) 3037 4905 (44 20) 3037 4784 (44 20) 3037 4750 (44 20) 3037 4949 (44 20) 3037 4910 (44 20) 3037 4779 (44 20) 3037 4847 (44 20) 3037 4740 US Sales Trading Chris Reale (New York) Guy Devereux (New York) (44 20) 3037 4359 (44 20) 3037 2637 (618) 9224 0607 (2711) 583 2318 (2711) 583 2208 (2711) 583 2367 (612) 8232 9834 Aadil Omar (Johannesburg) (2711) 583 2305 Real Estate Leon Allison (Johannesburg) (2711) 583 2209 TMET Telecommunications Guy Peddy (London) Alex Grant (London) Aadil Omar (Johannesburg) (44 20) 3037 4509 (44 20) 3037 1964 (2711) 583 2305 Media Aadil Omar (Johannesburg) Angus Tweedie (London) Tim Nollen (New York) (2711) 583 2305 (44 20) 3037 4099 (1 212) 231 0635 (1 212) 231 2555 (1 212) 231 2555 Commodities & Precious Metals Colin Hamilton (Global) Jim Lennon (London) Duncan Hobbs (London) Hayden Atkins (London) Ryan Belshaw (London) Kona Haque (London) Chris Gadd (London) Bonnie Liu (Singapore) Graeme Train (Shanghai) Angela Bi (Shanghai) (4420) 3037 4061 (44 20) 3037 4271 (44 20) 3037 4497 (44 20) 3037 4476 (44 20) 3037 2732 (44 20) 3037 4334 (44 20) 3037 1957 (65) 6601 0144 (86 21) 2412 9035 (86 21) 2412 9086 European Macro Group Economics & Strategy Daniel McCormack (Europe) Christian Davies (London) (44 20) 3037 4276 (44 20) 3037 4037 Strategy George Brits (South Africa) (2711) 583 2223 Quantitative Gurvinder Brar (Global) James Murray (London) Inez Khoo (London) George Ssali (Johannesburg) (44 20) 3037 4036 (44 20) 3037 1976 (44 20) 3037 2640 (2711) 583 2364 Macquarie: www.macquarie.com.au/research Thomson: www.thomson.com/financial Reuters: www.knowledge.reuters.com Bloomberg: MAC GO Factset: http://www.factset.com/home.aspx CapitalIQ www.capitaliq.com TheMarkets.com www.themarkets.com Contact Gareth Warfield for access (612) 8232 3207 Email addresses FirstName.Surname@macquarie.com (49 69) 50957 8025 EU Cash Sales – cont (49 69) 50957 8833 (49 69) 50957 8831 EU Cash Sales Charles Nelson (London) 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David.Rickards@macquarie.com Technology/IT/Internet Ralf Loke (Frankfurt) Marcus Dunne (Frankfurt) Shai Hill (London) Atallah Estephan (London) Matthias Heck (Frankfurt) Find our research at Property Trusts & Developers Germany Sales Trading (612) 8232 5999 (44 20) 3037 4274 (44 20) 3037 4865 (2711) 583 2000 UK Trading Richard Bateson (London) Julian Parmenter (London) Thorsten Ackermann (London) Robert Tappin (London) Wayne Drayton (London) Marc Crome (London) (2711) 583 2248 (2711) 583 2337 (49 69) 50957 8017 (49 69) 50957 8024 Global Metals & Mining Marcus Sander (Frankfurt) Stevan Vrcelj (Global Head) Julian Wentzel (Europe) Robert Fabbro (Europe) Sarah-Jane Wagg (Johannesburg) (44 20) 3037 4240 (44 20) 3037 1901 (2711) 583 2337 Pharmaceuticals Diversified Financials Elan Levy (Johannesburg) Neil Welch (London) (49 69) 50957 8014 (49 69) 50957 8026 (49 69) 50957 8129 Chemicals/Containers, Packaging/Paper & Forest Products, Construction Materials Retailing Sreedhar Mahamkali (London) Robert Joyce (London) Christian Breitsprecher (Frankfurt) Jens Schattner (Frankfurt) Moritz Steigertahl (Frankfurt) Transportation – Infrastructure Consumer Staples Wynand van Zyl (Johannesburg) Sreedhar Mahamkali (London) Utilities Autos (44 20) 3037 4832 (44 20) 3037 4875 (44 20) 3037 4767 (44 20) 3037 4960 (44 20) 3037 4972 (44 20) 3037 4957 (44 20) 3037 4771 (44 20) 3037 4846 (44 20) 3037 4954 (44 20) 3037 4787 (44 20) 3037 4824 (49 69) 50957 8651 (49 69) 50957 8168 (49 69) 50957 8709 (41 44) 564 0220 Martin Pommier (New York) Jan Halaska (Boston) Chris Carr (New York) Doug Stone (New York) (1 212) 231 8054 (1 617) 598 2503 (1 212) 231-6398 (1 212) 231 2606 South Africa Sales Franco Lorenzani (Johannesburg) (2711) 583 2014 Carleen Sobczyk (London) (44 20) 3037 4988 Nazmeera Moola (Cape Town) (2721) 813 2725 Russell Fryer (New York) (1 212) 231 2504 South Africa Sales Trading Harry Ioannou (Johannesburg) Jesse Ushewokunze (Johannesburg) Keith Thompson (Johannesburg) Martin Hughes (Johannesburg) Marcello Damilano (Johannesburg) Roland Wood (Cape Town) (2711) 583 2015 (2711) 583 2017 (2711) 583 2058 (2711) 583 2019 (2711) 583 2018 (2721) 813 2611