UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
Report of Foreign Private Issuer
 
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of January 2013

Commission File Number 1-14966


CNOOC Limited
(Translation of registrant’s name into English)
   
65th Floor
Bank of China Tower
One Garden Road
Central, Hong Kong
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F      X          Form 40-F ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ___        No     X   

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  Not applicable

 
 
 
 
 
Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
     
CNOOC Limited
  
         
         
 
By:
  
/s/ Hua Zhong
  
 
Name:
  
Hua Zhong
  
 
Title:
  
Joint Company Secretary
  
Dated: January 28, 2013
 

 
 
 
 

EXHIBIT INDEX

 
Exhibit No. Description
99.1 Announcement dated January 28, 2013, entitled “Extension of the Outside Date of the Arrangement Agreement Relating to the Proposed Acquisition of Nexen”.
 
 
 
 
 
 
Exhibit 99.1

 
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.


(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 00883)

EXTENSION OF THE OUTSIDE DATE OF THE ARRANGEMENT AGREEMENT RELATING TO THE PROPOSED ACQUISITION OF NEXEN

Reference is made to the Company’s announcements dated 23 July 2012, 10 August 2012, 21 September 2012 and 6 December 2012, respectively (the “Announcements”) and the circular dated 20 December 2012 （the “Circular”）in relation to the Proposed Acquisition by the Company (through its wholly-owned subsidiary, the Purchaser) of the Nexen Shares pursuant to a Plan of Arrangement under the CBCA. Capitalized terms used herein shall have the same meanings as those defined in the Announcements and the Circular unless the context requires otherwise.

As announced by the Company on 23 July 2012, according to the Arrangement Agreement, either the Company, the Purchaser or Nexen may terminate the Arrangement Agreement, among other events, if the Arrangement does not occur by 31 January 2013 (the “Outside Date”), subject, if certain regulatory approvals are not received, to any party’s right to extend the Outside Date from time to time, provided that in aggregate such extensions shall not exceed 75 business days from 31 January 2013.

Since additional time is required to obtain relevant regulatory approval, on 25 January 2013, the Company and Nexen mutually agreed to extend the Outside Date by 30 days to 2 March 2013.

Further announcement on the progress of the Proposed Acquisition will be made as appropriate.

Shareholders and potential investors should note that the Proposed Acquisition is subject to various conditions which may or may not be fulfilled. There is therefore no assurance that the Proposed Acquisition will proceed and, if it proceeds, on what terms it may proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares of the Company.

 
By Order of the Board
 
CNOOC Limited
 
Zhong Hua
 
Joint Company Secretary
Hong Kong, 28 January 2013
 
 
 
 
1
 
 

 
As at the date of this announcement, the Board comprises the following:
 

Executive Directors
Independent Non-executive Directors
Li Fanrong
Chiu Sung Hong
Wu Guangqi
Lawrence J. Lau
 
Tse Hau Yin, Aloysius
 
Wang Tao
Non-executive Directors
  
Wang Yilin (Chairman)
  
Yang Hua (Vice Chairman)
  
Zhou Shouwei
  
Wu Zhenfang
  

 
 
 
 
 
 
2