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EX-10.3 4 a14-19714_1ex10d3.htm EX-10.3
Exhibit 10.3
DEED OF TRANSFER
BETWEEN
LA SOCIETE DES PETROLES DU SENEGAL
(PETROSEN)
TIMIS CORPORATION LIMITED
AND
KOSMOS ENERGY SENEGAL
Concerning
The Hydrocarbons Exploration and Production Sharing Contracts and Joint Operating Agreements covering the
following Permits:
· SaintLouis Deep Offshore
· Cayar Deep Offshore
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DEED OF TRANSFER
The present Deed of Transfer (“Deed of Transfer”) is entered into between:
· The Company Société des Pétroles du Sénégal (PETROSEN), a Limited Company under Senegalese Law,
registered in Dakar with the Trade Register under the Number RC SNDKR1981B82, modified under the
number SNDKR2013M4659, whose registered office is located in Dakar, Route du Service Géographique,
Hann, BP Box 2076, hereinafter referred to as “PETROSEN”, and herein represented by its General Manager
Mr. Mamadou FAYE, with full powers to this effect,
On the first hand
· The Company TIMIS CORPORATION Limited, a Limited Company under the Law of the British Virgin
Islands, registered in Road Town with the Trade Register under the Number 18 07772, whose head office is
located in Trident Chambers, Wickhams Cay, P.O. Box 146, Road Town, Tortola, hereinafter referred to as
“TIMIS CORPORATION Limited”, and herein represented by Mr. Guy Blakeney, acting under a Power of
Attorney (POA) for TIMIS CORPORATION Limited, with full powers to this effect,
On the second hand
AND
· The Company KOSMOS ENERGY SENEGAL, a Limited Company under the Law of the Cayman
Islands, registered in the Caymans Islands in the Trade Register under Number WT290078, whose registered
office is at 4th Floor, Century Yard, Cricket Square, Hutchins Drive, Elgin Avenue, George Town, Grand Cayman
KY11209, Cayman Islands, hereinafter referred to as “KOSMOS ENERGY SENEGAL”, and herein
represented by Mr. Ragnar Fredsted, acting under a Power of Attorney (POA) for KOSMOS ENERGY
SENEGAL, with full powers to this effect,
On the third hand
PETROSEN, TIMIS CORPORATION Limited and KOSMOS ENERGY SENEGAL are collectively called “the Parties”
and individually, “the Party”.
RECITALS:
WHEREAS on the date of 17 January 2012, PETRO TIM Ltd, the Société des Pétroles du Sénégal (PETROSEN) and
the Republic of Senegal (“the State”) entered into two Exploration and Production Sharing contracts related to the Cayar
Deep Offshore and SaintLouis Deep Offshore permits (“the Contracts”), approved respectively by Decree No. 2012596
and Decree No. 2012597 of 19 June 2012.
WHEREAS on the date of 26 September 2012, PETRO TIM Ltd and PETROSEN entered into two Joint Operating
Agreements (the “Joint Operating Agreements”), approved by the Minister in charge of Energy on the date of 25
October 2012, and relating to the work to be executed within the framework of the Contracts.
It being understood that only the abovecited Joint Operating Agreements, approved by the Minister in charge of Energy
on the date of 25 October 2012, remain valid.
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WHEREAS PETRO TIM Ltd held in the Contracts a ninety percent (90%) participating interest, as well as a ninety
percent (90%) participating interest in the Agreements; while PETROSEN holds a ten percent (10%) participating interest
in the Contracts as well as a ten percent (10%) participating interest in the Agreements (interest which is carried during all
the exploration periods).
WHEREAS, through a deed called “ASSET PURCHASE AGREEMENT” dated 3 July 2014, PETRO TIM Ltd
transferred to TIMIS CORPORATION Ltd a participating interest equal to ninety percent (90%), or all of its participating
interest in both the Contracts and the Agreements.
It being understood that PETROSEN decided not to exercise its right of preemption.
This total transfer was approved by Ministerial Order No. 12328 of 4 August 2014.
Considering further, that by the Deed referred to as “FARMOUT AGREEMENT” dated 19 August 2014, TIMIS
CORPORATION Ltd is transferring to KOSMOS ENERGY SENEGAL a participating interest equal to sixty percent
(60%), both in the Contracts and in the Agreements, consecutive to the option of PETROSEN, which consisted of not
exercising its right of preemption.
WHEREAS the Parties to this Deed of Transfer have accepted the terms and conditions under which KOSMOS ENERGY
SENEGAL acquires from TIMIS CORPORATION Ltd:
· Sixty percent (60%) of the participating interest in the Contracts (the “Interest Transferred in the Contracts”);
and
· Sixty percent (60%) of the participating interest in the Agreements (the “Interest Transferred in the
Agreements”) which, together with the Interest Transferred in the Contracts, constitute the “Transferred Interest”.
NOW, THEREFORE, it is agreed as follows:
Article 1: Purpose
The transfer effected hereby to the benefit of KOSMOS ENERGY SENEGAL is free from any privileged debt, claim,
obligation or duty, other than the debts, claims, obligations or duties in favour of the State applicable in accordance with
the Contracts and the applicable laws, and KOSMOS ENERGY SENEGAL accepts, by this Deed, the transfer of the
Transferred Interest. PETROSEN hereby consents to the Transferred Interest.
Article 2: Distribution of Participating Interests
After giving full effect to the abovecited transfers, the participating interests held in the Contracts and the Agreements by
PETROSEN, TIMIS CORPORATION Ltd and KOSMOS ENERGY SENEGAL are as follows:
Contracts
Agreements
PETROSEN
TIMIS CORPORATION
KOSMOS ENERGY SENEGAL
10%
PETROSEN
10%
30%
TIMIS CORPORATION
30%
60%
KOSMOS ENERGY SENEGAL
60%
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Article 3: Transfer of rights and obligations related to the Transferred Interest
KOSMOS ENERGY SENEGAL hereby accepts all the rights and obligations related to the Transferred Interest, including
the status of Operator, as presented in the terms of the Joint Operating Agreements.
Article 4: Compliance with Laws and Obligations
KOSMOS ENERGY SENEGAL agrees to comply with all the terms and conditions of the Contracts and Joint Operating
Agreements.
Article 5: Entry into Force
The present Deed of Transfer takes effect in accordance with the provisions of Article 29.1 of the Contracts and
Article 14.6 of the Joint Operating Agreements.
Article 6: Communications and Notice
All notifications or other communications related to this Deed of Transfer shall be sent in writing and will be considered as
having been remitted once they are brought or delivered by prepaid registered mail, with acknowledgement of receipt, or
sent by telex, telecopy or electronic mail (with acknowledgement of receipt) to the below address for service:
For the SOCIETE DES PETROLES DU SENEGAL
General Manager
Route du Service Géographique, Hann,
BP 2076 DakarSenegal
Tel: (221) 33 839 9298 Fax: (221) 33 832 1899
Email: petrosen@petrosen.sn
For TIMIS CORPORATION LIMITED
General Manager
Trident Chambers, Wickhams Cay
Tortola
Email: mark@franktimis.com
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For KOSMOS ENERGY SENEGAL
Attention General Counsel
Kosmos Energy, LLC
8176 Park Lane, Suite 500
Dallas, TX 75214 USA
Tel.: + 1 2144459600
Fax: + 1 2144459705
Email: KosmosGeneralCounsel@kosmosenergy.com
IN WITNESS WHEREOF the Parties have executed this deed in five (5) originals through their respective duly
authorized representatives.
Done in Dakar, on 25 August 2014
SOCIETE DES PETROLES DU SENEGAL
By /s/ Mamadou FAYE
Mamadou FAYE
[official seal]
General Manager
Société des Pétroles du Sénégal
PETROSEN
TIMIS CORPORATION LIMITED
By /s/ Guy Blakeney
Guy Blakeney
Acting under a Power of Attorney (POA)
KOSMOS ENERGY SENEGAL
By /s/ Ragnar Fredsted
Ragnar Fredsted
Acting under a Power of Attorney (POA)
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