SOOGL provides $933,286,400 shareholder loan to New Bright International Development Limited and Sonangol E.P. to finance their cash calls and other amounts related to crude oil exploration and exploitation from three offshore fields (block 15, block 17, and block 18)

SOOGL provides $933,286,400 shareholder loan to New Bright International Development Limited and Sonangol E.P. to finance their cash calls and other amounts related to crude oil exploration and exploitation from three offshore fields (block 15, block 17, and block 18) On July 2, 2004, Sinopec International Exploration and Production Corporation and Sonangol Asia Limited — a subsidiary of Sonangol (Angola’s state-owned oil company) — signed framework cooperation agreement.

Under the terms of the agreement, Sonangol was granted the right to (re)purchase a 50% equity stake — held by Shell Development Angola B.V. (SDAN) — in an offshore oil field known as Block 18.

Sonangol and Sinopec International Exploration and Production Corporation also agreed to jointly develop Blocks 15, 17, and 18.

In December 2004, Shell Development Angola B.V. (SDAN) sold its 50% equity stake in Block 18 to Sonangol, leaving the remaining 50% ownership stake with BP.

Then, on January 21, 2005, Sonangol agreed to transfer its 50% equity stake in Block 18 to Sonangol Sinopec International Limited (SSI) — a special purpose vehicle that was legally incorporated in the Cayman Islands on October 15, 2004 and a joint venture of Sinopec Overseas Oil & Gas Limited (SOOGL) and China Sonangol International Holding Limited (China Sonangol) — for an acquisition price of $421.5 million.

SSI reportedly secured a loan from Standard Chartered Bank (with a corporate guarantee from Sinopec) to facilitate the $421.5 million acquisition.

SOOGL held 55% of the total issued share capital of SSI, and China Sonangol held 45% of the total issued share capital of SSI.

China Sonangol was a joint venture of New Bright International Development Limited (70% ownership stake) — a wholly-owned subsidiary of Sinopec — and Sonangol (30% ownership stake).

The 50% equity transfer agreement was approved by Angola’s Ministry of Petroleum and Ministry of Finance on February 18, 2005.

Then, on February 25, 2005, both parties formally signed the 50% equity transfer agreement (during a visit to Angola by the Vice Premier of China’s State Council).

Shortly thereafter, in April 2006, SSI obtained partial equity stakes in additional offshore oil fields known as Blocks 15 (06), 17 (06), and 18 (06).

Then, in 2009, Sinopec Overseas Oil & Gas Limited (SOOGL) provided a $933,286,400 shareholder loan to New Bright International Development Limited and Sociedade Nacional de Combustíveis de Angola — Empresa Pública (Sonangol E.P.) for the purpose of financing their cash calls and other amounts related to the exploration and exploitation of crude oil from three offshore oil fields (Block 15, Block 17, and Block 18) in Angola.

Sonangol Sinopec International Limited (SSI) served as the loan’s guarantor.

New Bright International Development Limited and Sonangol E.P. mortgaged all their shareholdings in SSI15, SSI17 and SSI18 to SOOGL.

The interest rate that applied to the loan was to equal the interest rate under the financing obtained by SOOGL from the financial market. Interest payments were to be paid by the final working day of each month.

The final maturity of the loan was to be agreed by the parties, but earlier than the date that the shareholders execute an agreement winding up SSI15, SSI17 and SSI18 or such companies are terminated otherwise.

New Bright International Development Limited and Sonangol E.P. agree to exercise their voting rights to procure each of SSI15, SSI17 and SSI18 not to make any payment of dividends until all amounts payable to SOOGL had been paid or repaid in full.

The loan’s amount outstanding (including principal and accrued interest) was $938,903,400 as of November 30, 2009 and $938,903,400 as of November 30, 2010.

SSI15, SSI17, and SSI18 are special purpose vehicles and joint ventures of SOOGL (50% ownership stake), New Bright International Development Limited (35% ownership stake), and Sociedade Nacional de Combustíveis de Angola — Empresa Pública (Sonangol E.P.) (15% ownership stake).