The New Transfer Arrangements are a discretionary element of the Master Deed and usually a seller and purchaser will agree to use the Master Deed arrangements. It should be noted that both the Disposing Participant and the Acquiring Person must be signatories to make use of the Master Deed.
The application of the Master Deed does not limit or extinguish third parties’ rights to object to the transfer (other than as set out in the New Pre-emption Arrangements), therefore if a third party is entitled to object on financial grounds or technical capability then they are entitled to do so.
Pro-forma Execution Documents are contained within the schedules to the Master Deed. These are: the Execution Deed; the Notice of Transfer; and the Consent to Transfer. With regard to the Execution Deed, it is common place to make use of the abbreviated Execution Deed rather than the traditional Execution Deed contained in the Schedules to the Master Deed.
Current parties to the APAs are known as Remaining Participants. Once they have been identified you will need to check whether or not they are signatories to the Master Deed. If there is a Remaining Participant that is not listed as a signatory then please refer to the Non-Contracting Parties section.
Where a Disposing Participant or an Acquiring Person is also classified as a Remaining Participant (perhaps because they are already a licensee or party to another of the APAs) then that party will have to provide their consent in the usual way by signing a Consent to Transfer. The Notice of Transfer does not need to be served on the Disposing Participant or Acquiring Person provided that it is stated in the Notice of Transfer issued by the Disposing Participant, however it is common practice to send them the Notice of Transfer instead of amending the document.
Affected Petroleum Agreements
These are the licence, the JOA and the various agreements that must be novated to the buyer to transfer ownership in, and the rights and obligations relating to, the asset being sold (and will be identified during your due diligence).
Be aware that some agreements may require conventional novation where i) the agreement contains a specific form of novation (although this may be waived), ii) where none of the Remaining Participants are Contracting Parties under the Master Deed or iii) where confidentiality prohibits the disclosure of the agreement.
Notice of Transfer and Consents to Transfer
The pro-forma documents are available at the Second and Third Annexes to Schedule 2 of the Master Deed respectively but are also available on the Documents section of this site. LOGIC checks the designations of each company against Companies House (or the relevant national alternative where available).