Acquisition of 46.5% of Harbour Energy plc by BASF Handels- und Exportgesellschaft mit beschränkter Haftung: notice of a final order
Published 30 July 2024
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1. Following a detailed national security assessment, the Chancellor of the Duchy of Lancaster has made a Final Order pursuant to section 26 of the National Security and Investment Act 2021 (“the Act”), which comes into force on 30 July 2024.
2. The Parties who are subject to the order are:
i. Harbour Energy plc.
ii. BASF Handels- und Exportgesellschaft mit beschränkter Haftung (BASF).
3. BASF Handels- und Exportgesellschaft mit beschränkter Haftung will gain control of the qualifying entity by acquiring 46.5% of Harbour Energy plc.
4. The Acquisition is a trigger event under section 8(2)(a) of the Act.
5. This acquisition is the result of a business combination agreement entered into by Harbour Energy plc, BASF and LetterOne Holdings S.A (LetterOne) to transfer Wintershall DEA assets to Harbour Energy plc in exchange for cash and equity in Harbour Energy plc to Wintershall DEA’s shareholders, BASF and LetterOne.
6. The Chancellor of the Duchy of Lancaster has approved the acquisition of a 46.5% shareholding of Harbour Energy plc by BASF subject to the following conditions:
A requirement on Harbour Energy plc to give the Chancellor of the Duchy of Lancaster notice in advance of either or both of:
i. any share conversion after which LetterOne would own 10% or more of the Ordinary Shares in Harbour Energy plc;
ii. the appointment of a Harbour Energy plc board member by LetterOne.
This Final Order and the conditions imposed within it enable the Chancellor of the Duchy of Lancaster to consider further the exercise of his powers under the Act at that time.
7. The Chancellor of the Duchy of Lancaster considers that these measures mitigate any risks to national security in relation to interruption of Harbour Energy’s UK continental shelf operations, by Russia or affiliated entities, which would impact the gas supply to UK customers.
8. The Chancellor of the Duchy of Lancaster considers that the Final Order is necessary and proportionate to mitigate the risk to national security.