Ann: Update on proposed ConocoPhillips Senegal asset sale,WPL-FAR.AX, page-92

Hi Cosmo ( and a few others.. OdoubleO also comes to mind, referring back to one of his posts yesterday),

No disrespect but people really need to pay close attention to words being used, particularly in public/company announcements such as those recently put out by COP and WPL, and how those words ought to be interpreted.

You've stated:
"So there was no side-deal, which would support the original contention by COP that they had supplied all relevant documentation to FAR to PE (maybe not in the right order)"

So your above assumption is just that.. an assumption...could be right, could be wrong. but no certainty and here's why:
A Big Note:.. Both COP and WPL have now come out and made clear statement that the FULL pruchase price for the COP BV is US$350mil + approx US$90. BUT NOTE. That is the full purchase price for the BV. WPL's statement clearly states at the end: " The acquisition includes a 35% working interest in three offshore exploration blocks..."
So there is nothing to suggest that there is no side-deal.
We've discussed ad nauseum that the BV may hold dril contract liabilities and other liabilities (just by example) and that these liabilities may well have been pared off against an agreed figure for the 35% interest in the blocks, thus leaving a NET FULL PURCHSE PRICE for the COP BV (not just the 35% interest) of US$350mil +approx US$90mil.

So in conclusion, we still don't know ( by just going on the announcements) what the actual purchase price is/was for the 35% interest in the blocks. Had COP and WPL stated that the COP BV only holds the 35% interest with no further assets and no other liabilities, only then will FAR be in a position to know what the actual sale price of the 35% interest is.

And finally, while we don't know whether the 2002 AIPN model JOA provisions concerning "Change of Control" events are applicable in this instance ( I don't think it's applicable but neither can I say that similar provisions are not contained in the French version JOA ( original Hunt OIL JOA which I believe is applicable)), but if such provision are in fact applicable, it should be noted (importantly) that remaining JV partners (FAR and Cairn) are NOT, I repeat, NOT allowed to purchase the COP BV. The remaining Parties are only allowed to acquire the participating interest (the 35% interest in the block) and as such ought to be "carved out" from the rest of the COP BV assets and "taken out" of the COP BV. This is a pretty crucial issues but I'm not at all sure whether these 2002 provisions are contained, an apply to the current JV partners.

Point I want to make... me know that the COP BV was sold for 350 + 90 but what price was placed on the 35% interest....From everything announced to date, we don't know. In that respect I believe COP is still in default of proper disclosure for purposes of allowing FAR to consider whether they want to pre-empt or not.
Cheers
GLA