REG - Harbour Energy PLC - Strategic acquisition of LLOG

Harbour EnergyAnnouncement

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RNS Number : 3789M  Harbour Energy PLC  22 December 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

Harbour Energy plc

("Harbour" or the "Company")

Strategic acquisition of LLOG

22 December 2025

 

 §   Establishes top tier position in deepwater US Gulf of America 1  (#_edn1)
 §   Adds conventional offshore oil assets with significant operational control
 §   Increases production, extends reserves life and improves margins
 §   Delivers differentiated growth profile with significant exploration
     opportunity
 §   Free cash flow per share accretive from 2027
 §   Material and increasing free cash flow supports competitive shareholder
     returns and investment grade profile

 

Harbour announces that it has entered into an agreement to acquire LLOG
Exploration Company LLC ("LLOG") from LLOG Holdings LLC for $3.2 billion (the
"Acquisition"), comprising $2.7 billion of cash and $0.5 billion of Harbour's
voting ordinary shares. The Acquisition marks Harbour's strategic entry into
the US Gulf of America, strengthening its global portfolio and establishing
another core business unit alongside Norway, the UK, Argentina and Mexico.

 

Linda Z Cook, CEO Harbour, commented:

"Today's announcement delivers on Harbour's long-standing ambition to
establish a presence in the deepwater Gulf of America. With LLOG, we found the
right combination of high-quality assets and a talented team, providing a
strong strategic and cultural fit with our company. The transaction positions
us as a leading player in a region with well-established infrastructure, a
supportive fiscal and regulatory environment and opportunities for additional
growth. The oil-weighted, deepwater LLOG portfolio enhances our production
profile, provides significant operational control, extends reserve life and
improves our margins. In addition, the LLOG organisation brings decades-long
experience in the Gulf of America with a successful track record, creating a
solid foundation for Harbour in the area.

 

"We are proud to build on LLOG's strong heritage in the Gulf of America. Its
advantaged portfolio and exceptional team, led by CEO Philip LeJeune, have
established the company as one of the region's most respected operators.
Following completion, LLOG will serve as Harbour's new Gulf of America
business unit, which will incorporate the LLOG name in order to preserve and
leverage its history and reputation.

 

"We look forward to completing the transaction and welcoming Philip, his
leadership team, and the entire organisation to Harbour, and to the future we
will create together."

 

Alexander Krane, CFO Harbour, commented:

"The LLOG business complements our portfolio with a high-quality, long-life
asset base underpinning strong production and cash flow growth profiles. This
transaction also builds on the recently announced agreements to acquire
Waldorf in the UK and divest assets in Indonesia, materially enhancing our
free cash flow outlook. Consistent with our practice following previous
acquisitions, our priorities following completion of the transaction will be
the safe integration of assets and people, ensuring a robust and resilient
portfolio, continuing to deliver competitive shareholder returns and
strengthening our investment-grade credit rating profile."

 

Philip LeJeune, LLOG CEO, commented:

"We are pleased to be joining an outstanding company and believe that by
uniting our teams and expertise, we're unlocking new possibilities, empowering
our people, and setting the stage to achieve extraordinary results with
Harbour. As we look to the future, we remain dedicated to maintaining the same
high ethical and operational standards that have helped guide us for the past
48 years, but with a new partner whose shared vision of growth, innovation,
and operational excellence will help us achieve significant successes through
a strong collaborative culture."

 

Acquisition benefits

The Acquisition provides a unique opportunity to acquire one of the most
successful, privately-held operators in the US Gulf of America and is a strong
strategic fit for the Company.

 

 § Entry into the deepwater US Gulf of America
 -      Establishes a material presence in one of the world's most
 prolific offshore basins with well-established infrastructure and supplier
 base along with strong local and federal government support
 -      Complements Harbour's offshore assets and capabilities in Mexico,
 Norway and the UK
 -      Creates supply chain synergies across the Company including in
 relation to Harbour's projects in Mexico

 § High-quality, long-life, oil-weighted assets
 -      Low breakeven assets with production of 34 kboepd 2  (#_edn2) ,
 operating costs of $12/boe 3  (#_edn3) and a blended federal and state tax
 rate of c.23% 4  (#_edn4)
 -      Key assets include Who Dat in Mississippi Canyon, and Buckskin and
 Leon-Castile (recently online) in Keathley Canyon - all operated by LLOG
 -      Long life assets with 2P reserves life of 22 years 5  (#_edn5)
 -      Production expected to approximately double by 2028 underpinned by
 a leading position in the prolific Lower Tertiary Wilcox play

 § Accretive to Harbour's key portfolio metrics
 -      Supports overall Harbour production at c.500 kboepd to end of the
 decade
 -      Adds 2P reserves of 271 mmboe(( 6  (#_edn6) )), increasing
 Harbour's 2P reserves(( 7  (#_edn7) )) by 22%
 -      Enhances Harbour's 2P reserves life from 7 years to 8 years(( 8 
 (#_edn8) ))
 -      Increases Harbour's oil weighting, OECD presence and operational
 control
 -      Accretive to margins and lowers Harbour's effective tax rate

 § Upside potential underpinned by significant drilling and lease inventory
 -      Deep inventory of high return, short cycle, infrastructure-led
 drilling opportunities, including the potential for 8 wells across 2026 and
 2027
 -      Operates more than 80 leases, predominantly in Mississippi Canyon
 and Keathley Canyon 9  (#_edn9)

 § Established team with leading reputation
 -      Highly experienced team with a proven track record of exploration,
 development and production in the deepwater Gulf of America
 -      Ability to leverage LLOG capabilities to support Harbour's
 development projects offshore Mexico
 -      Expect to secure 11 deepwater leases from recent Gulf of America
 federal lease sale

 § Strengthens long term financial position
 -      Free cash flow per share accretive from 2027
 -      Intention to move distributions policy to a payout ratio approach
 in 2026, incorporating a base dividend and share buybacks, to align with
 international and US oil and gas peers
 -      Material and increasing free cash flow supports competitive
 shareholder distributions and deleveraging
 -      Supports Harbour's investment grade balance sheet with enhanced
 scale, reserve life and free cash flow coupled with entry into US

 

Consideration structure and financing

Under the terms of a Membership Interest Purchase Agreement (the "MIPA"),
Harbour will acquire LLOG for $3.2 billion, comprising:

 

 §   $2.7 billion of cash consideration to be funded through an underwritten $1
     billion bridge facility, a $1 billion term loan and Harbour's existing sources
     of liquidity
 §   174,855,744 new Harbour voting ordinary shares issued to LLOG Holdings LLC
     (the "Consideration Shares") at an agreed value of $0.5 billion or 215 pence
     per Harbour share

 

On completion, LLOG Holdings LLC will own 11 percent of Harbour's listed
voting ordinary shares with Harbour's current shareholders owning 89 percent
(such percentages subject to adjustment resulting from Harbour's current share
buyback programme which is expected to complete in the first quarter of 2026).
Of the voting ordinary shares issued to LLOG, 70% will be subject to a
one-year lock-up following completion of the Acquisition.

 

Conditions to closing

Completion of the Acquisition is subject to customary closing conditions for a
transaction of this size and nature including the expiration or termination of
all waiting periods under the HSR Act in the US.  Completion of the
Acquisition is expected to occur in late Q1 2026.

 

Board of directors' recommendation

The Harbour board of directors believe that the Acquisition is in the best
interests of the Company and its shareholders as a whole.

 

Management will host a live online presentation for analysts and investors at
10:00 GMT on Monday 22 December. A replay will be available on our website
afterwards.

 

Register here
(https://events.teams.microsoft.com/event/71ea0b2b-c532-4a73-8074-7ad002e95364@9c727081-3c95-4d0d-9b9c-334d12ae6f94)

 

Financial advisors on the transaction

J.P. Morgan Cazenove acted as financial advisor to Harbour

Guggenheim Securities, LLC acted as financial advisor to LLOG

 

Harbour Energy corporate brokers

Barclays

BofA Securities

 

All enquiries:

Elizabeth Brooks, SVP Investor Relations

Andy Norman, SVP Communications

Email: CorporateExternalCommunications@Harbourenergy.com

Telephone: +44 (0) 203 833 2421

 

FURTHER INFORMATION ABOUT THE ACQUISITION

 

UK Listing Rules

The Acquisition, because of its size in relation to Harbour, constitutes a
Significant Transaction for the purposes of the UK Listing Rules made by the
Financial Conduct Authority (the "FCA") for the purposes of Part VI of the
Financial Services and Markets Act 2000 (as amended) (the "UKLRs"), and is
therefore notifiable in accordance with UKLR 7.3.1R and 7.3.2R. In accordance
with the UKLRs, the Acquisition is not subject to shareholder approval. A
further announcement will be made in due course in compliance with UKLR
7.3.2R.

 

Key indicative financial information on LLOG

The gross assets of LLOG as of September 30, 2025 were $2,119 million per its
Consolidated Balance Sheet. For the twelve-month period ended December 31,
2024 net income attributable to LLOG was $244 million per its Consolidated
Statement of Operations. For the nine-month period ended September 30, 2025
net income attributable to LLOG was $136 million per its Consolidated
Statement of Operations.

 

The September 2025 quarterly financials are unaudited and prepared by
management under U.S. GAAP. The 2024 consolidated audited financials were
prepared under U.S. GAAP, and the information was extracted without material
adjustment.

 

The acquisition of LLOG is accretive to Harbour across key operational and
financial metrics:

 §   Increases YE 2024 2P reserves(( 10  (#_edn10) )) by 22% and reserve life by
     >10%(( 11  (#_edn11) ))
 §   Increases H1 2025 production(( 12  (#_edn12) )) by 7%
 §   Increases operational control over YE 2024 2P reserves(( 13  (#_edn13) )) from
     39% to 50%
 §   Lowers Harbour's effective tax rate
 §   Free cash flow accretive on a per share basis from 2027

 

The Acquisition is expected to lead to an increase in underlying earnings,
gross assets and liabilities of Harbour as compared to Harbour prior to the
acquisition.

 

Key terms of the MIPA

 

Conditions

Completion of the Acquisition ("Completion") is subject to customary closing
conditions for a transaction of this size and nature, including the expiration
or termination of all waiting periods under the HSR Act.

 

Consideration

The aggregate consideration payable under the MIPA is $3.2 billion,
comprising:

 §   $2.7 billion in cash consideration, payable at Completion, subject to
     adjustment in accordance with the terms of the MIPA; and
 §   174,855,744 new Harbour voting ordinary shares issued to LLOG Holdings LLC
     (the "Consideration Shares") at an agreed value of $0.5 billion or 215 pence
     per Harbour share

 

Representations, warranties and covenants

The MIPA contains customary representations, warranties and covenants for a
transaction of this nature. The MIPA also contains customary pre-Completion
covenants, including the obligation to conduct the LLOG business in the
ordinary course consistent with past practice and to refrain from taking
certain specified actions without the consent of Harbour.

 

Deposit

Following execution of the MIPA, Harbour will pay a cash deposit of
US$100,000,000 (the "Deposit") into escrow, which will be credited against the
cash consideration payable at Completion. LLOG Holdings LLC may be entitled to
retain the Deposit in certain circumstances, principally if Harbour fails to
proceed to Completion when all of Harbour's conditions to Completion are
satisfied.

 

Lock-Up

In accordance with the MIPA, LLOG Holdings LLC will enter into a lock-up
agreement at Completion whereby it undertakes that it will not sell 70% of its
Consideration Shares for a period of one year following Completion.

 

Governing Law

The MIPA is governed by Delaware law.

 

Risks

The risks disclosed below are limited to those which Harbour considers are
risks to Harbour as a result of the Acquisition. The information given is as
at the date of this announcement and, except as required by the FCA, the
London Stock Exchange, the UKLRs, the UK Market Abuse Regulation and/or any
regulatory requirements or applicable law, will not be updated.

 

The Acquisition is conditional upon certain conditions which may take longer
to satisfy than expected or may not be satisfied, as a result of which the
Acquisition may not be implemented on its current terms, in a timely manner or
possibly at all

The Acquisition is subject to customary closing conditions for a transaction
of this size and nature, including the expiration or termination of all
waiting periods under the HSR Act. Whilst it is currently anticipated that
Completion will occur in Q1 2026, there is no guarantee that the conditions
will be satisfied by 1 July 2026, being the long stop date for Completion in
the MIPA (the "Long Stop Date"). If Completion has not occurred by the Long
Stop Date (or waived, where applicable), then, absent agreement being reached
between the parties to the MIPA to extend the Long Stop Date, either party may
terminate the MIPA.

 

Failure to complete the Acquisition may have an adverse impact on Harbour's
business and the price of Harbour's shares

If the Acquisition is not completed for any reason, the ongoing business of
Harbour may be adversely affected and Harbour may be subject to a number of
risks, including:

 ·         negative reactions from financial markets, including adverse impacts on the
           price of Harbour's shares;
 ·         negative reputational impacts; and
 ·         matters relating to the Acquisition requiring substantial commitments of time
           and resources by Harbour's management, which would otherwise have been devoted
           to the operations and opportunities of Harbour's existing business.

 

As the consideration for the Acquisition is fixed at signing, subject to
certain adjustments, the value paid by Harbour may exceed the value of LLOG at
Completion

The consideration for the Acquisition will be fixed at signing, subject to
certain Completion adjustments. Completion is targeted to occur in Q1 2026,
and the value of the consideration paid by Harbour may exceed the value of
LLOG at Completion. Further, the aggregate number of Consideration Shares to
be issued and transferred to LLOG Holdings LLC at Completion has been fixed at
signing and will not be adjusted to reflect changes in the market value of
Harbour's shares or foreign exchange rates, and accordingly the value of the
Consideration Shares at Completion may exceed the value of the Consideration
Shares at signing.

 

Harbour may be unable to verify the accuracy, reliability or completeness of
the information it has received regarding LLOG

Harbour has conducted due diligence in connection with the Acquisition. As
part of this, Harbour has relied on information provided by, and disclosures
made on behalf of, LLOG, as well as on the due diligence investigations
conducted by its advisers. Such due diligence may not reveal all relevant
facts necessary or helpful in evaluating LLOG and the Acquisition, or all of
the risks associated with LLOG and the Acquisition, or the full extent of any
liability which may arise from such risks. To the extent that any information
provided to Harbour or its advisers is incomplete, inaccurate or misleading,
the financial effects of the Acquisition and the actual performance of LLOG
following Completion may differ materially from expectations.

 

Harbour may incur higher than expected costs related to the Acquisition

Harbour has incurred and expects to incur costs in connection with the
Acquisition and Completion, including post-Completion costs. Such costs
include, among others, financial services, accounting, tax and legal fees and
expenses incurred in evaluating and negotiating the terms of the Acquisition
and filing fees and expenses, some of which are payable whether or not the
Acquisition is completed. Further, Harbour may incur additional unanticipated
costs in connection with the Acquisition following Completion.

 

Shareholders will experience dilution in their ownership of Harbour as a
result of the Acquisition

Following Completion, existing shareholders of Harbour will own a smaller
percentage of Harbour than they do as at the date of this announcement, as
Harbour will issue and transfer the Consideration Shares to LLOG Holdings LLC
at Completion. The issue and transfer of the Consideration Shares will result
in dilution to existing Harbour shareholders. As a consequence, the number of
voting rights which can be exercised, and the influence which may be exerted
by existing shareholders, will be reduced accordingly.

 

Following Completion of the Acquisition, the indebtedness and financial
leverage of Harbour will increase

Harbour has entered into a Bridge Facility Agreement and a Term Loan Facility
Agreement in connection with the Acquisition to fund the cash portion of the
consideration payable under the MIPA. As a result, funding the payment of the
cash consideration will increase the overall indebtedness and financial
leverage of Harbour following Completion, as compared to immediately prior to
Completion, resulting in increased repayment commitments and borrowing costs
and potentially limiting Harbour's commercial and financial flexibility.

 

In the longer term, an increased level of debt may reduce Harbour's ability to
respond to changing business and economic conditions. Increased debt servicing
obligations may reduce funds available for capital expenditure, further
acquisitions, dividends, share repurchases and other activities, and may place
Harbour at a competitive disadvantage relative to companies with lower levels
of indebtedness.

 

The anticipated benefits of the Acquisition depend on Harbour's ability to
ensure business continuity and safe operational performance on transfer of
LLOG's assets and to successfully integrate LLOG into the Harbour group

Harbour and LLOG may fail to ensure continued safe operational performance and
business continuity in connection with the Acquisition. The transition and
integration of LLOG's operations, organisational structures, personnel,
processes, controls and systems into the Harbour group may be complex and may
give rise to challenges that are not currently foreseeable.

 

The integration of LLOG into the Harbour group may prove more difficult, more
costly or take longer than anticipated. Unexpected integration issues may
require increased management focus, diverting attention from other aspects of
the business, and actual integration costs may exceed current estimates. If
the integration of Harbour and LLOG is delayed or unsuccessful, or if the
Harbour group fails to ensure continued safe operational performance and
business continuity, the market price of Harbour's shares may decline.

 

LLOG may be dependent on a limited number of key personnel

LLOG's operational performance depends on the expertise and experience of a
relatively small number of senior management and technical personnel. The loss
of, or inability to retain, such personnel could adversely affect operational
performance, safety outcomes and the Harbour group's ability to realise the
anticipated benefits of the Acquisition following Completion.

 

LLOG's estimates of oil and gas reserves and resources are subject to
uncertainty

Estimates of LLOG's oil and gas reserves and resources are inherently
uncertain and are based on assumptions regarding geology, reservoir
performance, commodity prices, operating and development costs, regulatory
conditions and future capital investment. Actual production rates, recoverable
volumes or development costs may differ materially from estimates. If LLOG's
reserves or resources are lower than expected, or decline more rapidly than
anticipated, this could adversely affect the Harbour group's production
profile, cash flows and asset values following Completion.

 

LLOG's business may be adversely affected by changes in commodity prices

LLOG's revenues, cash flows and asset values are highly sensitive to oil and
natural gas prices, which are volatile and influenced by factors beyond the
control of Harbour or LLOG, including global supply and demand dynamics,
geopolitical developments, regulatory actions and macroeconomic conditions.
Sustained periods of low commodity prices could reduce LLOG's cash generation,
limit the Harbour group's ability to fund capital expenditure or
decommissioning obligations and adversely affect the financial performance of
the Harbour group following Completion.

 

LLOG's operations are subject to extensive regulatory, environmental and
climate-related requirements

LLOG's offshore operations are subject to extensive federal, state and local
laws and regulations relating to environmental protection, emissions, health
and safety, offshore permitting and decommissioning. Changes in regulatory
requirements, increased enforcement activity or the introduction of more
stringent climate-related policies could increase compliance costs, restrict
operations or reduce the economic viability of certain assets. In addition,
LLOG and, following Completion, the Harbour group may be exposed to
climate-related litigation or challenges, which could result in additional
costs or reputational harm.

 

NOTES TO EDITORS

 

About Harbour Energy

Since its creation in 2014, Harbour Energy has grown to become one of the
world's largest and most geographically diverse independent oil and gas
companies.

 

Today, Harbour is producing more than 450,000 barrels of oil equivalent per
day with significant production in Norway, the UK, Germany, Argentina and
North Africa. Harbour benefits from competitive operating costs and resilient
margins, and a broad set of growth options including near-infrastructure
opportunities in Norway, unconventional scalable opportunities in Argentina
and conventional offshore projects in Mexico and Indonesia. With low GHG
emissions intensity and a leading CO(2) storage position in Europe, Harbour
remains committed to producing oil and gas safely and responsibly to help meet
the world's energy needs.

 

Harbour is headquartered in London with approximately 3,400 staff across its
operations and offices.

 

Further information on Harbour can be found at www.harbourenergy.com
(http://www.harbourenergy.com) . The Group's ticker symbol is HBR-GB.

 

About LLOG

LLOG is a leading private deepwater oil and gas exploration and production
company, founded in 1977 and headquartered in Covington, Louisiana. LLOG has
established itself as a premier operator in the Gulf of America, with a strong
track record of operational excellence and value creation. Since 2000, it has
produced 650 mmboe (gross) and drilled 316 wells in the Gulf of America. LLOG
has an exceptional team with a strong exploration and development record with
one-third of all Gulf of America discoveries since 2014.

 

The portfolio consists of LLOG's deepwater assets in the Gulf of America,
including both producing and development assets, as well as significant
exploration upside. The portfolio comprises nine producing assets, with
approximately 80% oil weighting and 2P reserves totaling 271 mmboe(( 14 
(#_edn14) )). LLOG also holds a robust pipeline of development projects and
exploration prospects, particularly in the Wilcox play.

 

Three key hubs contribute c.90% of LLOG's 2P reserves. These are:

 

Buckskin:

 §   The largest of LLOG's current assets and their first deepwater project
 §   First production 2019
 §   H1 2025: 10 kboepd(( 15  (#_edn15) )); four wells online, tied back to
     Oxy-operated Lucius platform
 §   Excellent well deliverability, reflecting Wilcox reservoir quality and
     completions expertise
 §   Planned new wells more than double future production
 §   Phobos discovery potential tie-back

 

Who Dat:

 §   The oldest and most developed of LLOG's current assets
 §   H1 2025: 14 kboepd(( 16  (#_edn16) ))
 §   Ongoing infill drilling supports production
 §   Dome Patrol single well tieback online 2022
 §   Who Dat East targeting FID in 2026; Who Dat South appraisal side-track planned
 §   Upside potential in deeper reservoirs below producing Who Dat horizons

 

Leon-Castile:

 §   The newest developments by LLOG, with first production in October 2025. The
     relative proximity of Leon and Castile allows for sharing of production
     facilities and co-development of these deepwater discoveries
 §   Start up early Q4 2025 with current rates of 14 kboepd(( 17  (#_edn17) ))
 §   Co-development via operated Salamanca FPS
 §   Long term development opportunity with significant infill drilling inventory
 §   Potential field extension into yet untested fault block (Leon East Fault
     Block)

 

LLOG's infrastructure includes key floating production systems such as the Who
Dat (Opti-Ex) and Salamanca platforms, supporting efficient and reliable
operations.

 

IMPORTANT NOTICE

 

The information contained in this announcement is for information purposes
only and does not purport to be complete. The information in this announcement
is subject to change. This announcement has been prepared in accordance with
English law, the UK Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and Listing Rules of the FCA and information disclosed may
not be the same as that which would have been prepared in accordance with the
laws of jurisdictions outside England. This announcement shall not constitute
or form part of any offer to issue or sell, or the solicitation of any offer
to purchase, subscribe for or otherwise acquire, any securities of the Company
in the United States (including its territories and possessions, any state of
the United States and the District of Columbia) (the "United States" or
"U.S.") or any other jurisdiction where such offer or sale would be unlawful.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be reoffered or resold in
the United States, except  pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the United States
and in compliance with any applicable securities laws of any state or other
jurisdiction of the United States. There will be no public offering of the
securities referred to herein in the United States.

 

No person has been authorised to give any information or make any
representations to shareholders with respect to the Acquisition other than the
information contained in this announcement and, if given or made, such
information or representations must not be relied upon as having been
authorised by or on behalf of Harbour, the Harbour directors, or any other
person involved in the Acquisition. None of the above take any responsibility
or liability for, and can provide no assurance as to the reliability of, other
information that you may be given. Subject to the UK Market Abuse Regulation
and the FCA's Disclosure Guidance and Transparency Rules and Listing Rules,
the delivery of this announcement shall not create any implication that there
has been no change in the affairs of Harbour since the date of this
announcement or that the information in this announcement is correct as at any
time subsequent to its date.

 

J.P. Morgan Securities plc, which conducts its UK investment banking
activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is
authorised in the United Kingdom by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively as financial adviser
for Harbour and no one else in connection with the Acquisition and shall not
be responsible to anyone other than Harbour for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in connection with the Acquisition or any other matter
referred to herein.

 

Barclays Bank PLC, acting through its Investment Bank, which is authorised by
the Prudential Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation Authority, is
acting exclusively for Harbour Energy and no one else in connection with the
Acquisition and will not be responsible to anyone other than Harbour Energy
for providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Acquisition or any other matter referred
to in this announcement."

 

Merrill Lynch International ("BofA Securities"), which is authorised in the
United Kingdom by the Prudential Regulation Authority and regulated in the
United Kingdom by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting for Harbour and no one else in connection with
the Acquisition and shall not be responsible to anyone other than Harbour for
providing the protections afforded to clients of BofA Securities or its
affiliates, nor for providing advice in connection with the Acquisition or any
other matter referred to herein.

 

The contents of this announcement are not to be construed as legal, business
or tax advice. Each shareholder should consult its own legal adviser,
financial adviser or tax adviser for legal, financial or tax advice
respectively.

 

Percentages in tables have been rounded and accordingly may not add up to 100
per cent. Certain financial data have also been rounded. As a result of this
rounding, the totals of data presented in this press release may vary slightly
from the actual arithmetic totals of such data.

 

Forward-looking statements

 

Certain statements in this announcement are forward-looking statements. In
some cases, these forward looking statements can be identified by the use of
forward looking terminology including the terms "believes", "expects",
"estimates", "anticipates", "intends", "may", "will" or "should" or in each
case, their negative, or other variations or comparable terminology. These
forward looking statements reflect Harbour's current expectations concerning
future events and speak only as of the date of this announcement. They involve
various risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Harbour Group, the post-completion
Harbour Group, third parties or the industry to be materially different from
any future results, performance or achievements expressed or implied by such
forward looking statements. Such risks, uncertainties and other factors
include, amongst other things, general economic and business conditions,
industry trends, competition, changes in regulation, currency and commodity
price fluctuations, the Harbour Group's or the post-completion Harbour Group's
ability to recover its reserves or develop new reserves and to implement
expansion plans and achieve cost reductions and efficiency measures, changes
in business strategy or development and political and economic uncertainty.
There can be no assurance that the results and events contemplated by these
forward looking statements will in fact occur.

 

No statement in this announcement is intended as a profit forecast or estimate
for any period and no statement in this announcement should be interpreted to
mean that earnings, earnings per share or income, cash flow from operations or
free cash flow for the Harbour Group or the post-completion Harbour Group, as
appropriate, for the current or future years would necessarily match or exceed
the amount set out in any forward-looking statement or historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Harbour Group or the post-completion Harbour Group, as
appropriate

 

The information contained within this announcement is deemed by Harbour to
constitute inside information for the purposes of the UK Market Abuse
Regulation. By the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain. The person responsible for arranging for the release of this
announcement on behalf of Harbour is Howard Landes, General Counsel.

 

 1  (#_ednref1) LLOG ranks within the top 10 companies in the Gulf of America
by remaining resources based on Woodmac and Rystad data

 2  (#_ednref2) H1 2025 working interest production per management estimates

 3  (#_ednref3) Based on H1 2025 operating costs divided by H1 2025 working
interest production as per management estimates

 4  (#_ednref4) Based on management estimates

 5  (#_ednref5) Based on year end 2024 2P working interest reserves divided by
H1 2025 working interest production, per management estimates

 6  (#_ednref6) Year end 2024 2P working interest reserves

 7  (#_ednref7) Year end 2024 2P working interest reserves

 8  (#_ednref8) Based on year end 2024 2P working interest reserves divided by
H1 2025 working interest production, per management estimates

 9  (#_ednref9) Includes 11 leases that LLOG anticipates being awarded
following the Big Beautiful Gulf 1 Sale

 10  (#_ednref10) Year end 2024 2P working interest reserves

 11  (#_ednref11) Based on year end 2024 2P working interest reserves divided
by H1 2025 working interest production, per management estimates

 12  (#_ednref12) H1 2025 working interest production per management estimates

 13  (#_ednref13) Year end 2024 2P working interest reserves

 14  (#_ednref14) Year end 2024 2P working interest reserves

 15  (#_ednref15) H1 2025 working interest production per management estimates

 16  (#_ednref16) H1 2025 working interest production per management estimates

 17  (#_ednref17) Based on management estimates

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