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Dolphin Energy Limited announces US$4.1 billion financing deal

Abu Dhabi: Dolphin Energy Limited (Dolphin) and its shareholders Mubadala Development Company PJSC (Mubadala) 51%, Total S.A. ( Total ) 24.5% and Occidental Petroleum Corporation (Oxy) 24.5% today confirmed that US$4.1 billion of debt has been funded to refinance current debt, partially fund the construction of the Taweelah-Fujairah Pipeline project and pay fees associated with the refinancing.

In late April, Dolphin secured financing commitments of US$3.0 billion from 25 financial institutions. These commitments comprised US$2.6 billion from local, regional and international financial institutions participating in the commercial bank facility and US$400 million in export credit financing insured by the Italian Export Credit agency SACE.

In late July, Dolphin priced its debut project bond issue which generated a strong investor demand globally, with an order book of US$4.7 billion. Dolphin raised US$1.25 billion from the bond market which has allowed a scale back of the commercial bank and SACE facilities to US$1.4 billion and US$218 million respectively. Additionally, Total and Oxy are co-lending approximately US$1.2 billion to the project.

All of the debt facilities are fully amortizing over 10 years, and the total debt package is US$4.1 billion.

Commenting on the overwhelming response from both the bank and bond markets, Dolphin Energy 's CEO, Mr. Ahmed Ali Al Sayegh, said: "We have attracted an impressive list of financial institutions and debt capital market investors. They recognize the tremendous potential in this unique regional energy initiative."

"Strong fundamentals - a robust business plan, a solid long-term customer base, strong and committed shareholders and a highly experienced management team - ensure our business model is attractive to local, regional and international debt investors. We are delighted with the response."­­­­­­­­­

"This is our third financing since we embarked on the project. Securing this institutional support means that with the support of our shareholders Mubadala, Total and Oxy , Dolphin will continue to make a significant contribution to the UAE and Oman's gas requirements and create wealth, employment and growth opportunities for the citizens of the GCC."

As majority shareholder, Mubadala played an instrumental role on behalf of Dolphin to secure financing. Commenting on this, Derek Rozycki, Mubadala's Executive Director - Project and Corporate Finance, said: "To have secured the Dolphin refinancing in these challenging market conditions demonstrates Dolphin's strength of ownership and an appetite in the capital markets for issuers from the Gulf region. The attractive pricing combined with Dolphin's credit quality has resulted in the overwhelming success."

The total amount raised through the refinancing will be used to repay the US$3.45 billion loan secured in 2005, provide 70% of the construction costs of the 240km Taweelah-Fujairah pipeline and pay for the financing fees related to the refinancing. The debt-equity ratio is less than 70:30, a highly conservative capital structure for an enterprise such as Dolphin.

The margin on the commercial bank facility starts at 275 bps over Libor for the first 3 years, rising to 300 bps for the next 3 years and then 350 bps for the rest of the period. The SACE facility pays a margin over Libor of 175 bps, while the bond pays a coupon of 5.888%.

The commercial bank facility, Sponsors' co-loans and the bond have received a rating of Aa3/Stable by Moody's. Fitch has issued an A+/Stable rating for the bond.

Dolphin's Financial Advisor is The Royal Bank of Scotland plc ( RBS ). The bond Joint Lead Managers are RBS , BNP Paribas , Abu Dhabi Commercial Bank and National Bank of Abu Dhabi . The bond Co-Managers are Calyon , Société Générale, The Bank of Tokyo-Mitsubishi UFJ , Ltd. The Mandated Lead Arrangers for the commercial bank facility are: Abu Dhabi Commercial Bank , BayernLB, BNP Paribas , Calyon , Export Development Canada, First Gulf Bank , National Bank of Abu Dhabi , Samba Financial Group , Société Générale, Sumitomo Mitsui Banking Corporation Europe Limited, The Bank of Tokyo-Mitsubishi UFJ , Ltd., RBS , WestLB AG, Arab Bank plc, Arab Banking Corporation B.S.C., Crédit Industriel et Commercial CIC S.A., Europe Arab Bank plc, HSBC Bank plc, KBC Bank NV, Lloyds TSB Bank plc, National Australia Bank Limited, Natixis, Standard Chartered , The Commercial Bank of Qatar and Union National Bank

- Ends -

Editor's Notes
This announcement is not an offer of securities for sale in the United States. Securities may not be sold in the United States unless they are registered or are exempt from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and its management, as well as financial statements. Copies of this announcement are not being, and should not be, distributed in or sent into the United States. This announcement is being issued pursuant to Rule 135e of the United States Securities Act of 1933.

It may be unlawful to distribute these materials in certain jurisdictions. These materials are not for distribution in Canada, Japan or Australia. The information in these materials does not constitute an offer of securities for sale in Canada, Japan or Australia.

About Dolphin Energy Limited
Dolphin Energy Limited was created to develop substantial energy projects throughout the GCC and to create long-term economic wealth and new business opportunities for GCC citizens, far into the future.

Dolphin Energy 's major strategic initiative, the Dolphin Project, involves the production and processing of natural gas from Qatar's North Field, and transportation of the dry gas by sub-sea export pipeline from Qatar to the UAE, which began in July 2007.

The long term customers for Dolphin gas from Qatar are ADWEA (Abu Dhabi Water & Electricity Authority), DUSUP (Dubai Supply Authority) and OOC (Oman Oil Company). Each has signed a gas supply agreement with Dolphin Energy for 25 years.

Dolphin Energy is owned 51 percent by Mubadala Development Company , on behalf of the Government of Abu Dhabi - and 24.5 percent each by Total of France and Occidental Petroleum of the USA.

Detailed information about Dolphin Energy can be found on:
www.dolphinenergy.com

For further information contact:
Mariam Al Badr
DVP Corporate Communications
Tel +971 2 6995500
Fax +971 2 6995578

© Press Release 2009