Kuwait Energy plc (“KE”) have reached agreement with United Energy Group (“UEG”) Limited on the terms of an all cash acquisition of the entire issued share capital of KE by UEG.

Under the terms of the Acquisition, the consideration comprises approximately US$491 million for the current issued share capital of KE on a fully diluted basis, which is anticipated to equate to approximately US$1.50 per share. The consideration is subject to adjustment in certain circumstances and so the price per share paid at completion may be less or more than the anticipated price.

Acquisition Highlights:

• The agreement has received the unanimous approval of the Board of Directors of KE who have been fully supported by the Company’s management team;
• UEG will bring considerable new investment and operational execution expertise to KE’s assets in Iraq and Egypt;
• KE’s corporate and technical headquarters will remain based in Kuwait, with operational subsidiaries in Cairo, Egypt and Basra, Iraq; and
• The equity consideration of approximately US$491 million plus the assumption of the Company’s outstanding debt.

The Board of KE, which has been advised by Tudor Pickering Holt & Co. (“TPH” a trading name of Perella Weinberg Partners UK LLP) as to the financial terms of the Acquisition, considers the terms of the Acquisition to be fair and reasonable. In providing its advice to the Board of KE, TPH has taken into account the commercial assessments of the Board of KE.

It is intended that the Acquisition will be implemented by way of a court sanctioned scheme of arrangement further details of which will be announced on the company’s website. The Board of Directors intend to unanimously recommend that KE shareholders vote in favour of the scheme at the court meeting and the resolutions to be proposed at the shareholder general meeting. The Chairman and CEO who hold KE shares have irrevocably undertaken to vote in favour of the scheme at the court meeting and the resolutions to be proposed at the shareholder general meeting.

Dr. Mansour Aboukhamseen Chairman of KE commented:
"I am pleased to report the recommended transaction recognises the significant value of our Company’s portfolio and will provide value and liquidity to all shareholders. This transaction will provide the necessary financial resources to accelerate the development of the asset base. UEG’s future stewardship of KE’s portfolio will generate substantial benefits for our stakeholders in Iraq and Egypt and in particular the local communities in which the Company operates”.