26 March
2024
Genel Energy plc
Audited results for the year ended
31 December 2023
Genel Energy plc (‘Genel’ or ‘the Company’) announces its
audited results for the year ended 31 December
2023.
Paul Weir, Chief Executive of Genel,
said:
“We have continued the journey that we commenced in 2022 to,
firstly, refocus the business on areas where it can be profitable
and deliver shareholder value and, secondly, optimise the
organisation to create a reshaped and resilient business with the
potential for transformational value accretion through several
catalysts.
We are a leaner, simplified company that retains clear
objectives – generating resilient and sustainable cash flows,
diversifying our income through the addition of new assets, and
maintaining a strong balance sheet.
We have reduced our workforce and cut costs significantly,
exited the Sarta and Qara Dagh licences, worked with our operating
partner to develop a new income stream from local sales, and spent
considerable time defending our contractual rights under the Bina
Bawi and Miran PSCs, where we invested over $1.4 billion before
their termination in December 2021.
These actions mean that we are now well positioned in 2024,
with a reshaped and resilient business and a strong balance sheet.
In the absence of value accretive M&A, we expect to maintain
net cash of more than $100 million even if the suspension of
exports continues to the end of the year.
Genel has established a sound platform from which to spring
forward. The re-opening of the pipeline has the potential to more
than double cash generation. We expect to recover the $107 million
of overdue receivables, and we have the capacity and intent to
acquire new assets. On the Miran and Bina Bawi oil and gas assets
arbitration, having now completed the evidential hearing, our views
on the merits of our case are unchanged since the arbitration was
launched in December 2021.”
Results summary ($ million unless
stated)
|
2023
|
2022
|
Average Brent oil price ($/bbl)
|
82
|
101
|
Production (bopd, working interest)
|
12,410
|
30,150
|
Revenue
|
84.8
|
401.9
|
EBITDAX1
|
32.8
|
349.1
|
Depreciation and amortisation
|
(44.0)
|
(134.3)
|
Exploration expense
|
(0.1)
|
(1.0)
|
Net write-off / impairment of oil and gas
assets
|
1.2
|
(75.8)
|
Net (expected credit loss (‘ECL’)) /
reversal of ECL of receivables
|
(9.1)
|
8.6
|
Operating (loss) / profit
|
(19.2)
|
146.6
|
Cash flow from operating activities
|
55.1
|
412.4
|
Capital expenditure
|
68.0
|
143.1
|
Free cash flow2
|
(71.0)
|
234.8
|
Cash
|
363.4
|
494.6
|
Total debt
|
248.0
|
274.0
|
Net cash3
|
119.7
|
228.0
|
Dividends declared during financial year (¢ per
share)
|
12
|
18
|
-
EBITDAX is operating profit / (loss) adjusted for the add
back of depreciation and amortisation, net write-off/impairment of
oil and gas assets and net ECL/reversal of ECL
receivables
-
Free cash flow is reconciled on page 11
-
Reported cash less IFRS debt (page 11)
Highlights
-
The Iraq-Türkiye pipeline (‘ITP’)
has been suspended since March 2023, with talks ongoing but no
clear timing on when exports will restart
-
Reshaped business resilient and
well positioned to maximise upside
- Local sales consistent since end of January,
with the Tawke PSC currently generating sufficient funding to cover
organisational spend
- Increase to Tawke PSC 2P reserves replacing
production in 2023 and retaining 2P reserves of 79 MMbbls net to
Genel at the licence
- Organisational spend outside the cash
generative Tawke PSC reduced by 40% to around $3 million per
month
- Reduced workforce by 70% and cut costs
significantly across all areas of the business
- Sarta and Qara Dagh exited, resulting in a
write off relating to Sarta of $19 million
- Somaliland licence extended until
2026
-
Strong balance sheet
provides opportunity to acquire
and develop new assets
- Net cash of $120 million at 31 December 2023
($228 million at 31 December 2022)
- Total debt of $248 million reduced by $26
million through repurchase of bonds at below 95 cents ($274 million
at 31 December 2022)
- Genel expects to maintain net cash well above
$100 million throughout 2024
-
Ongoing focus on being a socially
responsible contributor to the global energy mix
- Zero lost time incidents in 2023, with over
four million hours now worked since the last incident
- Carbon intensity of 14 kgCO2e/bbl for Scope 1
and 2 emissions in 2023 (2022: 17.6 kgCO2e/bbl), below the global
oil and gas industry average of 19 kgCO2e/boe
- Genel continues to invest in the host
communities in which we operate, aiming to invest in those areas in
which we can make a material difference to society
-
The London-seated international
arbitration two-week hearing which included Genel’s claim for
substantial compensation from the Kurdistan Regional Government
(‘KRG’) following the termination of the Miran and Bina Bawi PSCs
finished as scheduled. Parties will make written closing
submissions in April, subsequent to which written reply submissions
will be made in May. The timing of the result is uncertain, but
continues to be expected by the end of 2024
Potential catalysts for significant shareholder
value creation in 2024
-
Reopening of the ITP has the
potential to materially increase cash generation
-
$107 million overdue from the KRG
for oil sales from October 2022 to March 2023 inclusive
-
The Company continues to seek to
acquire new assets to increase and diversify our income
streams
Enquiries:
Genel Energy
Andrew Benbow, Head of Communications
|
+44 20 7659 5100
|
|
|
Vigo Consulting
Patrick d’Ancona
|
+44 20 7390 0230
|
Genel will host a live presentation on the Investor Meet
Company platform on Tuesday 26 March at 1000 GMT. The presentation
is open to all existing and potential shareholders. Questions can
be submitted at any time during the live presentation. Investors
can sign up to Investor Meet Company for free and add to meet Genel
Energy PLC via:
https://www.investormeetcompany.com/genel-energy-plc/register-investor.
This announcement includes inside
information.
Disclaimer
This announcement contains certain
forward-looking statements that are subject to the usual risk
factors and uncertainties associated with the oil & gas
exploration and production business. Whilst the Company believes
the expectations reflected herein to be reasonable in light of the
information available to them at this time, the actual outcome may
be materially different owing to factors beyond the Company’s
control or within the Company’s control where, for example, the
Company decides on a change of plan or strategy. Accordingly, no
reliance may be placed on the figures contained in such forward
looking statements.
CEO STATEMENT
It is difficult to look at 2023 without it being dominated by
the closure of the Iraq-Türkiye pipeline. The suspension of our
route to export resulted in a material reduction in production and
cash flow. In a year in which we were buffeted by factors beyond
our control, it was a reminder of the inherent resilience of our
business model, a resilience that means we retain a strong position
from which we view the future with confidence.
Going in to 2023, one of our key aims was to continue the
simplification of the business, focusing on optimisation and cost
control and investment in business improvement. With the ITP
suspended, we accelerated this journey, significantly changing the
size and shape of the organisation, materially reducing our cost
base. We are now in a position where our income from
strong local sales in January and February 2024 has covered our
outflows, we have over $100 million in net cash, and
significant opportunities lie
ahead.
A reshaped business
The closure of the pipeline prompted us to move quickly to
reduce our capital expenditure, with $50 million cut from our
original budget. We have more than halved our workforce, and we
have shed non-profitable assets. We allowed the Qara Dagh licence
to lapse, and Sarta has been terminated. We are a significantly
leaner vehicle than we were even six months ago, having efficiently
closed out our activity at Sarta and having minimised our footprint
and cost base in Kurdistan. And we are getting leaner still,
encouraging a constant state of awareness in the business about how
we can drive further cost efficiencies.
As we have cut costs we have ensured that we have kept the
right personnel to grow the business in the better times that
certainly lie ahead. It is important that a reshaped business does
not mean a business that lacks skills, and we must ensure that we
have the correct balance between being right sized in the current
environment and having the right people to drive Genel forward and
take advantage of upcoming opportunities.
All of the changes that we have made to the business have
been done with our shareholders in mind, protecting shareholder
funds and ensuring that we remain resilient with a robust balance
sheet, with a business that is set up to maximise shareholder value
going forward.
Robustly positioned
Our focus on resilience is bolstered by income from the Tawke
licence, which remains the engine room of the business. Working
with the operator, DNO, a great job has been done to build a new
income stream from local sales, while cutting operational costs by
65%. Production ramped up through the second half of the year, and
local sales have been material and robust so far this
year.
Going forward we expect cash generation from these local
sales to match our total business expenditure, should income remain
at levels seen in Q1 2024. Should the ITP reopen, our cash
generation has the potential to more than double overnight. Along
with our industry peers, we continue to work hard to facilitate the
resumption of exports with appropriate commercial terms.
Positive comments are regularly being made by politicians
from both the Federal Government of Iraq and the KRG, although
these are not being supported by movement on key issues so far. The
timing of export resumption is therefore not something that we can
suggest with any certainty.
Opportunities ahead
The reopening of the export route, with a stable and
predictable payment environment, is one of the numerous catalysts
that we can see ahead in 2024. We are reviewing all options
relating to the $107 million that is still owed for past exports,
the repayment of which would help to further strengthen our balance
sheet and boost cash generation.
As we work to unlock the significant value from Kurdistan, we
continue our search to add new income streams elsewhere. Our
criteria for new assets have not changed – we are focused on cash
generation, seeking a value accretive deal in a stable
jurisdiction. We remain laser focused and disciplined as we seek
the right deal for our shareholders, and are comfortable looking
beyond the MENA region to get a deal that ticks all of our boxes.
As we reshaped our business in 2023, we have continued our search
for the right opportunity to integrate within Genel. There remain
opportunities out there that fit our criteria, and we are confident
that we will find the correct deal.
Miran and Bina Bawi arbitration
progressing
The Company has committed significant senior management time
to the arbitration relating to the Miran and Bina Bawi PSCs. As a
reminder, our position is that the KRG’s termination of the Bina
Bawi and Miran licences in December 2021 was repudiatory and caused
us significant losses. By way of reference, we have spent over $1.4
billion acquiring and attempting development of these assets, both
as operator and non-operator up to the termination of both PSCs in
December 2021.
The two-week hearing (including factual and expert evidence)
was held in London as scheduled and ended on 1 March 2024. The
timing of the result is uncertain, but is expected by the end of
2024 following the Parties making closing written submissions in
April 2024 and reply written submissions in May 2024. Our views on
the merits of the case are unchanged since the dispute process
under the PSCs was commenced in Q3 2021.
Outlook
Genel retains a robust cash position, a resilient business
model, and a focus on taking advantage of the material catalysts
ahead.
OPERATING REVIEW
Reserves and resources
development
Genel's proven plus probable (2P) net working interest
reserves totalled 89 MMbbls (31 December 2022: 92 MMbbls) at the
end of 2023. A positive 4 MMbbls revision of 2P reserves at the
Tawke PSC offset the removal of 2.7 MMbbls of 2P reserves from the
terminated Sarta PSC, with 4.5 MMbbls of production in
2023.
|
Remaining reserves
(MMbbls)
|
Resources (MMboe)
|
|
Contingent
|
Prospective
|
1P
|
2P
|
1C
|
2C
|
Best
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
|
31 December 2022
|
267
|
69
|
349
|
92
|
37
|
11
|
129
|
36
|
4,722
|
3,006
|
|
Production
|
(18)
|
(5)
|
(18)
|
(4)
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Acquisitions and
disposals
|
-
|
-
|
(9)
|
(3)
|
(28)
|
(8)
|
(85)
|
(25)
|
(142)
|
(43)
|
|
Extensions and
discoveries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
New developments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Revision of previous
estimates
|
(4)
|
(1)
|
16
|
4
|
4
|
1
|
(5)
|
(1)
|
-
|
-
|
|
31 December 2023
|
245
|
63
|
338
|
89
|
13
|
3
|
39
|
10
|
4,580
|
2,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production
Net production in 2023 averaged 12,410 bopd, significantly
down on the prior year (2022: 30,150 bopd) due to the suspension of
the ITP. This caused there to be minimal sales in the second
quarter of the year, before the local sales market was established
in Q3 and production was then ramped up in
Q4. Production was dominated by the
Tawke PSC, which produced 11,570 bopd.
All Genel production in H2 2023 came from the Tawke PSC.
Gross production from the Tawke licence increased to 65,780 bopd in
Q4 2023, up from 25,980 bopd in Q3, with the field partners selling
their entitlement share into the local market.
PRODUCING ASSETS
Tawke PSC (25% working
interest)
Gross production from the Tawke licence averaged 46,280 bopd
in 2023, impacted by the closure of the ITP. Following the start of
local sales in H2, production increased to 65,780 bopd in Q4
2023.
At the end of 2023, gross production from the Tawke licence
was averaging 80,000 bopd, with entitlement barrels sold at prices
in the low-to-mid $30s per barrel. The operator, DNO, expects gross
production at the licence to continue to average 80,000 bopd. That
figure could change depending on the outcome of ongoing discussions
related to recovery of arrears for past deliveries to the KRG and
payment terms and conditions for any future oil exports, which in
turn will drive investments in wells.
With operational spend having been reduced by 65%, the Tawke
PSC is currently generating over $3 million a month in net cash
flow for Genel from strong local sales, which if retained at
current levels is able to cover total organisational spend away
from the licence.
Taq Taq (44% working interest, joint
operator)
Prior to the closure of the ITP, field
partners were planning a resumption of drilling at Taq Taq.
In line with Genel’s focus on reducing costs, and lack of
clarity regarding the resumption of exports and payments, this plan
was dropped. Costs were reduced to below $1 million per month at
the start of 2024, and further cuts are expected to reduce this to
around half a million dollars per month. Given the lack of
meaningful cash flows expected to come from Taq Taq going forward,
its place in the Genel portfolio is under review.
Sarta (30% working interest,
operator)
Genel’s focus at the start of 2023 was on making ongoing
production from Sarta profitable, and capital investment was
contingent on both licence profitability and the extent to which
there could be confidence that such investment would add cash
generative production. Given the
investment required, and the lack of certainty over a resumption of
payments, Genel and its joint venture partner, Chevron, informed
the Ministry of Natural Resources of its intention to surrender the
asset and thereby terminate the Sarta PSC on 1 December
2023.
Remediation work was completed in Q1 2024, at a net cost of
$1 million, and there will be no further material expenditure at
Sarta going forward.
PRE-PRODUCTION ASSETS
Somaliland
Work continued in 2023 on readiness towards the potential
drilling of a well at the Toosan-1 well site on the SL10B13 block
(51% working interest and operator). The Environmental, Social and
Health Impact Assessment was finished, and required civil work at
the well site at this stage of the project is now
complete.
Genel continues to believe that there is a tremendous
opportunity in Somaliland, and is assessing the timing of further
investment. There is no significant expenditure expected in 2024,
and a licence extension has been granted which allows for drilling
to be undertaken in due course.
Morocco
(Lagzira block - 75% working interest and operator)
The farm-out programme on the Lagzira block is
ongoing.
FINANCIAL REVIEW
(all figures $ million)
|
FY 2023
|
FY 2022
|
Brent average oil price
|
$82/bbl
|
$101/bbl
|
Revenue
|
84.8
|
401.9
|
Production costs
|
(21.3)
|
(34.3)
|
Cost recovered production asset capex
|
(55.2)
|
(85.9)
|
Production business net income after
cost recovered capex
|
8.3
|
281.7
|
Other operating costs
|
(3.6)
|
-
|
G&A (excl. non-cash)
|
(25.5)
|
(17.7)
|
Net cash interest1
|
(4.2)
|
(19.2)
|
Working capital
|
4.7
|
47.2
|
Free cash flow before investment in
growth
|
(20.3)
|
292.0
|
Non cost recovered capex
|
(12.8)
|
(57.2)
|
Net (expense) / income from discontinued
operations
|
(11.6)
|
12.5
|
Working capital and other
|
(26.3)
|
(12.5)
|
Free cash flow
|
(71.0)
|
234.8
|
Dividend paid
|
(33.5)
|
(47.9)
|
Purchases of own shares
|
(1.8)
|
-
|
Purchases of own bonds
|
(24.9)
|
(6.0)
|
Net change in cash
|
(131.2)
|
180.9
|
Cash
|
363.4
|
494.6
|
1
Net cash interest is bond interest payable less bank interest
income (see note 5)
2023 financial priorities
With the export pipeline suspended from March, 2023 did not
generate the financial performance that we had planned for, but we
have taken decisions that mean we have ended the year in a
resilient position, with an outlook where we can see a clear route
to delivery of material shareholder value. While the closure of the
ITP accelerated and deepened some of our planned cost cutting, we
were already well on the way to reshaping the business and ensuring
that it has the financial strength to endure challenges and
maintain our exposure to the significantly value accretive
potential events that we hope to see materialise in
2024.
The table below summarises our progress against the 2023
financial priorities of the Company as set out in our 2022
results.
2023 financial priorities
|
Progress
|
-
Maintain business resilience and
balance sheet strength
|
-
On suspension of exports,
completed work efficiently, significantly cut capital and operating
expenditure, suspended the dividend programme
-
Developed a new income stream
through domestic sales
-
Cash of $363 million at end of
2023
|
-
Put our significant cash balance
to work, earning appropriate returns to deliver value to
shareholders primarily through our dividend programme and diversify
our cash generation
|
-
Final dividend of
12¢
per share paid
-
On the Tawke licence, new wells
were completed in the first half, and 2P reserves increased to
offset production in the year
-
Bond debt reduced by $26 million
at an average price below 95 cents in the dollar
-
Continued to actively screen and
work up opportunities to acquire new production assets, with the
ultimate aim of resuming dividend returns to
shareholders
|
-
Deliver the 2023 work programme
on time and on budget, and continue simplification of the business
with a focus on optimisation and cost control and investment in
business improvement
|
-
Work programme reduced due to
external conditions
-
Remaining activities completed on
time and below budget
-
Simplification of the business
was accelerated and deepened, with a two thirds reduction to our
total workforce
|
Outlook and financial priorities for
2024
The key principles of our financial focus remain largely
unchanged. We have a resilient business model that will continue to
mitigate negative events and maximise potential upside, all with a
firm focus on maximising cash generation. Ultimately, successful
strategic delivery will lead to a resumption of shareholder
returns, through delivering robust, resilient, diverse, and
predictable cash flows.
Maintain business resilience and
balance sheet strength
Running a resilient business with a strong balance sheet is a
key component of our business model. It is particularly relevant at
the current time, with the lack of access to export prices and
volumes and the delayed receipt of amounts owed. While the ITP
remains closed, we protect the balance sheet and resilience of the
business by balancing the sources and uses of our cash flows.
Actions taken to reduce costs and restructure the organisation in
2023 have prepared us well for this, with monthly organisation
spend excluding the cash-generative Tawke PSC reduced to under $3
million per month at the time of writing.
Local market sales since November 2023 have seen relatively
consistent volumes, which has required constant attention from the
operator. We believe the Tawke PSC is well positioned to continue
to deliver stable and meaningful cash flows that will be sufficient
to cover our costs, and as a consequence we expect to retain a net
cash position of over $100 million in 2024. Should the pipeline
open, which we expect, then the subsequent establishment of regular
payments would materially boost our cash generation, with the
receipt of our outstanding receivable of $107 million offering
further significant upside.
Ensure capital availability for
funding of key strategic objectives
Our capital allocation priorities remain maintenance of a
strong balance sheet and funding of the Company’s strategic
objectives in order to generate long-term value for
shareholders.
We are currently retaining a significant cash balance in
excess of the cash required to fund the organic business in order
to fund the acquisition of new assets, as we seek to diversify our
income streams. This balance is partly funded by our bond debt of
$248 million, which matures in October 2025. We retain strict
discipline as we seek new opportunities, with appropriate economic
analysis and downside planning key considerations.
With a coupon that is low relative to prevailing market
rates, the net cost of retaining this optionality is
low.
Ensure appropriate capital
allocation
In pursuit of our strategic objectives, robust assessment of
the expected benefit to be obtained from invested capital underpins
our processes to ensure appropriate allocation of capital, making
sure that each dollar spent is done so in the knowledge that we are
custodians of shareholder funds.
In 2023, as well as cutting our capital allocation
appropriately in the face of the ongoing ITP closure, with Tawke
drilling suspended, we ensured that any investment was necessary
and effective towards improving the profitability of our business
and achieving our objectives.
At the start of the year, we took the decision to exit the
Qara Dagh licence, due to the extent of certainty that redrilling
on the licence would have a positive outcome. For similar reasons,
it was decided not to pursue other drilling opportunities at Sarta,
and to reduce costs appropriately at Taq Taq. This focus has meant
that our future activity at that licence is under review.
Finally, we agreed with the government and our partner to
extend the exploration period on the Toosan-1 well in Somaliland.
There is the opportunity for significant value creation in
Somaliland, where we remain excited about the potential of the
subsurface.
In addition, we invested in the Miran and Bina Bawi
arbitration process, where we are seeking to protect our
contractual position under the PSCs which are governed by English
law. We have invested over $1.4 billion in the acquisition and
attempted development of these assets, and we will continue to
ensure that funds are available to pursue collection in the event
of an Award in Genel’s favour.
Finally, we reduced our debt by nominal $26 million of our
debt at a cost of below 95 cents in the dollar, which provided an
attractive level of return without significantly impacting our
capital availability for other strategic objectives.
Financial results for the
year
Income statement
(all figures $ million)
|
FY 2023
|
FY 2022
|
Brent average oil price
|
$82/bbl
|
$101/bbl
|
Production (bopd, working interest)
|
12,410
|
30,150
|
Profit oil
|
25.4
|
143.4
|
Cost oil
|
58.6
|
116.1
|
Override royalty
|
0.8
|
142.4
|
Revenue
|
84.8
|
401.9
|
Production costs
|
(21.3)
|
(34.3)
|
Other operating costs
|
(3.6)
|
-
|
G&A (excl. depreciation and amortisation)
|
(27.1)
|
(18.5)
|
EBITDAX
|
32.8
|
349.1
|
Depreciation and amortisation
|
(44.0)
|
(134.3)
|
Exploration expense
|
(0.1)
|
(1.0)
|
Net write-off / impairment of oil and gas assets
|
1.2
|
(75.8)
|
Net (ECL) / reversal of ECL of receivables
|
(9.1)
|
8.6
|
Net finance expense
|
(9.1)
|
(24.5)
|
Income tax expense
|
(0.2)
|
(0.2)
|
Loss from discontinued operations
|
(32.8)
|
(129.2)
|
Loss
|
(61.3)
|
(7.3)
|
Production of 12,410 bopd was significantly lower than last
year (2022: 30,150 bopd) as a result of the suspension of exports
through the ITP. This resulted in very limited production between
April and July, with production from Tawke only restarting from
July at lower levels, selling into the domestic market. This
decrease in production, together with the significantly lower
realised price per barrel for local sales, resulted in a reduction
in revenue from $402 million to $85 million, with $38 million
generated from local sales in H2 2023 and the remainder of $47
million generated from export sales between January and March
inclusive.
Production costs of $21 million decreased from the prior year
(2022: $34 million), with cost per barrel $4.8/bbl in 2023 (2022:
$3.3/bbl), with the higher cost per barrel being the result of a
combination of lower production and some fixed costs.
Other operating costs of $4 million were related to Taq Taq
which were incurred after production cease.
Corporate cash costs were $12 million (2022: $14
million).
The decrease in revenue resulted in a similar decrease to
EBITDAX, which was $33 million (2022: $349 million). EBITDAX is
presented in order to illustrate the cash operating profitability
of the Company and excludes the impact of costs attributable to
exploration activity, which tend to be one-off in nature, and the
non-cash costs relating to depreciation, amortisation, impairments
and write-offs.
Depreciation of $40 million (2022: $95 million) and Tawke
intangibles amortisation of $4 million (2022: $39 million)
decreased due to lower production and pipeline closure.
While Genel expects to recover its
overdue receivables of $107 million in full, given there is
currently no repayment plan, a net expense of $10 million has been
recognised relating to the expected credit loss on overdue
receivables. Further explanation is provided in note 1
to the financial statements.
Interest income of $21 million (2022: $7 million) has
significantly increased as a result of the increase in interest
rates, in turn reducing our net cost of debt. Bond interest expense
of $25 million (2022: $26 million) was in line with the previous
year. Other finance expense of $5 million (2022: $5 million)
related to non-cash discount unwinding on provisions and bond which
is partly offset by gain on buyback of bonds in the
year.
In relation to taxation, under the terms of KRI production
sharing contracts, corporate income tax due is paid on behalf of
the Company by the KRG from the KRG's own share of revenues,
resulting in no corporate income tax payment required or expected
to be made by the Company. Tax presented in the income statement
was related to taxation of the service companies (2023: $0.2
million, 2022: $0.2 million).
Following the termination of Sarta PSC in the year, income
statement figures of Sarta PSC have been disclosed as discontinued
operation. Further details are provided in note 7 to the financial
statements.
Capital expenditure
Capital expenditure was reduced to $68 million (2023: $143
million), a reduction of around $50 million reduced from our
initial guidance. Spend on production assets was $59 million, and
pre-production assets $9 million, with $20 million spent in H2 as
expenditure cuts were made following the ITP closure.
(all figures $ million)
|
FY 2023
|
FY 2022
|
Cost recovered production capex
|
55.1
|
85.9
|
Non cost recovered production capex
|
3.8
|
47.5
|
Other exploration and appraisal capex
|
9.1
|
9.7
|
Capital expenditure
|
68.0
|
143.1
|
Cash flow, cash, net cash and
debt
Gross proceeds received totalled $102 million (2022: $473
million).
(all figures $ million)
|
FY 2023
|
FY 2022
|
Brent average oil price
|
$82/bbl
|
$101/bbl
|
EBITDAX
|
32.8
|
349.1
|
Working capital
|
22.3
|
63.3
|
Operating cash flow
|
55.1
|
412.4
|
Producing asset cost recovered capex
|
(66.6)
|
(77.8)
|
Development capex
|
(22.2)
|
(50.4)
|
Exploration and appraisal capex
|
(9.7)
|
(20.0)
|
Interest and other
|
(27.6)
|
(29.4)
|
Free cash flow
|
(71.0)
|
234.8
|
Free cash flow is presented in order to illustrate the free
cash generated for equity. Free cash outflow was $71 million (2022:
$235 million inflow) with an overall decrease due to pipeline
closure and delay in proceeds.
(all figures $ million)
|
FY 2023
|
FY 2022
|
Free cash flow
|
(71.0)
|
234.8
|
Dividend paid
|
(33.5)
|
(47.9)
|
Purchase of shares
|
(1.8)
|
-
|
Bond repayment
|
(24.9)
|
(6.0)
|
Net change in cash
|
(131.2)
|
180.9
|
Opening cash
|
494.6
|
313.7
|
Closing cash
|
363.4
|
494.6
|
Debt reported under IFRS
|
(243.7)
|
(266.6)
|
Net cash
|
119.7
|
228.0
|
The bonds maturing in 2025 have two financial covenant
maintenance tests:
Financial covenant
|
Test
|
YE 2023
|
Equity ratio (Total equity/Total assets)
|
> 40%
|
55%
|
Minimum liquidity
|
> $30m
|
$363m
|
Net assets
Net assets at 31 December 2023 were $434 million (31 December
2022: $528 million) and consist primarily of oil and gas assets of
$331 million (31 December 2022: $327 million), net trade
receivables of $93 million (31 December 2022: $117 million) and net
cash of $120 million (31 December 2022: $228 million).
Liquidity / cash counterparty risk
management
The Company monitors its cash position, cash forecasts and
liquidity on a regular basis. The Company holds surplus cash in
treasury bills, time deposits or liquidity funds with a number of
major financial institutions. Suitability of banks is assessed
using a combination of sovereign risk, credit default swap pricing
and credit rating.
Going concern
The Directors have assessed that the Company’s forecast
liquidity provides adequate headroom over forecast expenditure for
the 12 months following the signing of the annual report for the
year ended 31 December 2023 and consequently that the Company is
considered a going concern. Further explanation is provided in note
1 to the financial statements.
The Company is in a net cash position with no near-term
maturity of liabilities.
Consolidated statement of
comprehensive income
For the year ended 31 December 2023
|
|
2023
|
Restated
2022
|
|
Note
|
$m
|
$m
|
|
|
|
|
Revenue
|
2
|
84.8
|
401.9
|
|
|
|
|
Production costs
|
3
|
(21.3)
|
(34.3)
|
Depreciation and amortisation of oil assets
|
3
|
(43.9)
|
(134.2)
|
Gross profit
|
|
19.6
|
233.4
|
|
|
|
|
Exploration expense
|
3
|
(0.1)
|
(1.0)
|
Other operating costs
|
3
|
(3.6)
|
-
|
Net write-off of intangible assets
|
3
|
1.2
|
(75.8)
|
Net (expected credit loss (‘ECL’)) / reversal of ECL of
receivables
|
3
|
(9.1)
|
8.6
|
General and administrative costs
|
3
|
(27.2)
|
(18.6)
|
Operating (loss) / profit
|
|
(19.2)
|
146.6
|
|
|
|
|
|
|
|
|
Operating (loss) / profit is
comprised of:
|
|
|
|
EBITDAX
|
|
32.8
|
349.1
|
Depreciation and
amortisation
|
3
|
(44.0)
|
(134.3)
|
Exploration expense
|
3
|
(0.1)
|
(1.0)
|
Net write-off of intangible
assets
|
3
|
1.2
|
(75.8)
|
Net (ECL) / reversal of ECL of
receivables
|
3
|
(9.1)
|
8.6
|
|
|
|
|
|
|
|
|
Finance income
|
5
|
20.6
|
6.7
|
Bond interest expense
|
5
|
(24.8)
|
(25.9)
|
Net other finance expense
|
5
|
(4.9)
|
(5.3)
|
(Loss) / profit before income
tax
|
|
(28.3)
|
122.1
|
Income tax expense
|
6
|
(0.2)
|
(0.2)
|
(Loss) / profit and total
comprehensive (expense) / income from continuing
operations
|
|
(28.5)
|
121.9
|
|
|
|
|
Loss from discontinued operations
|
7
|
(32.8)
|
(129.2)
|
Loss and total comprehensive
expense
|
|
(61.3)
|
(7.3)
|
|
|
|
|
Attributable to:
|
|
|
|
Owners of the parent
|
|
(61.3)
|
(7.3)
|
|
|
(61.3)
|
(7.3)
|
|
|
|
|
(Loss) / Earnings per ordinary
share
|
|
¢
|
¢
|
From continuing
operations:
|
|
|
|
Basic
|
8
|
(10.2)
|
43.7
|
Diluted
|
8
|
(10.2)
|
43.7
|
|
|
|
|
From continuing and discontinued
operations:
|
|
|
|
Basic
|
8
|
(22.0)
|
(2.6)
|
Diluted
|
8
|
(22.0)
|
(2.6)
|
Basic (LPS) / EPS excluding impairments1
|
8
|
(11.9)
|
66.7
|
|
|
|
|
1Basic (LPS) /
EPS excluding impairment is loss and total comprehensive expense
adjusted for the add back of net impairment/write-off of oil and
gas assets and net ECL/reversal of ECL of receivables divided by
weighted average number of ordinary shares
Previous year’s figures have been
restated for discontinued operation disclosure in relation to Sarta
PSC (see note 7).
Consolidated balance
sheet
At 31 December 2023
|
|
2023
|
2022
|
|
Note
|
$m
|
$m
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Intangible assets
|
9
|
84.7
|
79.1
|
Property, plant and equipment
|
10,20
|
246.5
|
248.1
|
Trade and other receivables
|
11
|
66.5
|
-
|
|
|
397.7
|
327.2
|
Current assets
|
|
|
|
Trade and other receivables
|
11
|
34.0
|
121.7
|
Cash and cash equivalents
|
12
|
363.4
|
494.6
|
|
|
397.4
|
616.3
|
|
|
|
|
Total assets
|
|
795.1
|
943.5
|
|
|
|
|
Liabilities
|
|
|
|
Non-current liabilities
|
|
|
|
Trade and other payables
|
13,20
|
(0.5)
|
(1.2)
|
Deferred income
|
14
|
(8.2)
|
(6.5)
|
Provisions
|
15
|
(45.2)
|
(52.2)
|
Interest bearing loans
|
16
|
(243.7)
|
(266.6)
|
|
|
(297.6)
|
(326.5)
|
Current liabilities
|
|
|
|
Trade and other payables
|
13,20
|
(57.6)
|
(82.4)
|
Deferred income
|
14
|
(6.0)
|
(6.8)
|
|
|
(63.6)
|
(89.2)
|
|
|
|
|
Total liabilities
|
|
(361.2)
|
(415.7)
|
|
|
|
|
|
|
|
|
Net assets
|
|
433.9
|
527.8
|
|
|
|
|
Owners of the parent
|
|
|
|
Share capital
|
18
|
43.8
|
43.8
|
Share premium
|
|
3,863.9
|
3,897.4
|
Accumulated losses
|
|
(3,473.8)
|
(3,413.4)
|
Total equity
|
|
433.9
|
527.8
|
|
|
|
|
Consolidated statement of changes in
equity
For the year ended 31 December 2023
|
Note
|
Share capital
$m
|
Share premium
$m
|
Accumulated losses
$m
|
Total equity
$m
|
At 1 January 2022
|
|
43.8
|
3,947.5
|
(3,410.2)
|
581.1
|
|
|
|
|
|
|
Loss and total comprehensive expense
|
|
-
|
-
|
(7.3)
|
(7.3)
|
|
|
|
|
|
|
Contributions by and distributions
to owners
|
|
|
|
|
|
Share-based payments
|
21
|
-
|
-
|
4.1
|
4.1
|
Dividends provided for or paid1
|
19
|
-
|
(50.1)
|
-
|
(50.1)
|
|
|
|
|
|
|
At 31 December 2022 and 1 January 2023
|
|
43.8
|
3,897.4
|
(3,413.4)
|
527.8
|
|
|
|
|
|
|
Loss and total comprehensive expense
|
|
-
|
-
|
(61.3)
|
(61.3)
|
|
|
|
|
|
|
Contributions by and distributions
to owners
|
|
|
|
|
|
Share-based payments
|
21
|
-
|
-
|
2.7
|
2.7
|
Purchase of own shares for employee share plan
|
|
-
|
-
|
(1.8)
|
(1.8)
|
Dividends provided for or paid1
|
19
|
-
|
(33.5)
|
-
|
(33.5)
|
|
|
|
|
|
|
At 31 December 2023
|
|
43.8
|
3,863.9
|
(3,473.8)
|
433.9
|
1
The Companies (Jersey) Law 1991 does
not define the expression “dividend” but refers instead to
“distributions”. Distributions may be debited to any account or
reserve of the Company (including share premium account)
Consolidated cash flow
statement
For the year ended 31 December 2023
|
Note
|
2023
|
2022
|
|
|
$m
|
$m
|
Cash flows from operating
activities
|
|
|
|
Loss for the year
|
|
(61.3)
|
(7.3)
|
Adjustments for:
|
|
|
|
Net finance expense
|
5,7
|
9.4
|
25.4
|
Taxation
|
6
|
0.2
|
0.2
|
Depreciation and
amortisation
|
3,7
|
46.7
|
152.0
|
Exploration expense
|
3
|
0.1
|
1.0
|
Net impairments,
write-offs
|
3,7
|
28.1
|
193.1
|
Other non-cash items (royalty
income and share-based payment cost)
|
|
0.8
|
(7.4)
|
Changes in working capital:
|
|
|
|
Decrease in trade and other
receivables
|
|
14.4
|
47.2
|
(Decrease) / Increase in trade and
other payables
|
|
(3.7)
|
1.7
|
Cash generated from
operations
|
|
34.7
|
405.9
|
Interest received
|
5
|
20.6
|
6.7
|
Taxation paid
|
|
(0.2)
|
(0.2)
|
Net cash generated from operating
activities
|
|
55.1
|
412.4
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
Payments of intangible assets
|
|
(9.7)
|
(20.0)
|
Payments of property, plant and equipment
|
|
(88.8)
|
(128.2)
|
Net cash used in investing
activities
|
|
(98.5)
|
(148.2)
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
Dividends paid to company’s shareholders
|
19
|
(33.5)
|
(47.9)
|
Purchase of own shares
|
|
(1.8)
|
-
|
Bond repayment
|
16
|
(24.9)
|
(6.0)
|
Lease payments
|
|
(2.8)
|
(3.8)
|
Interest paid
|
|
(24.8)
|
(25.6)
|
Net cash used in financing
activities
|
|
(87.8)
|
(83.3)
|
|
|
|
|
Net (decrease) / increase in cash
and cash equivalents
|
|
(131.2)
|
180.9
|
Cash and cash equivalents at 1 January
|
12
|
494.6
|
313.7
|
Cash and cash equivalents at 31
December
|
12
|
363.4
|
494.6
|
Notes to the consolidated financial
statements
1. Summary of material accounting
policies
-
Basis of preparation
Genel Energy Plc – registration number: 107897 (the Company),
is a public limited company incorporated and domiciled in Jersey
with a listing on the London Stock Exchange. The address of its
registered office is 26 New Street, St Helier, Jersey, JE2
3RA.
The consolidated financial statements of the Company have
been prepared in accordance with International Financial Reporting
Standards as adopted by the European Union and interpretations
issued by the IFRS Interpretations Committee (together ’IFRS’); are
prepared under the historical cost convention except as where
stated; and comply with Company (Jersey) Law 1991. The significant
accounting policies are set out below and have been applied
consistently throughout the period.
The Company prepares its financial statements on a historical
cost basis, unless accounting standards require an alternate
measurement basis. Where there are assets and liabilities
calculated on a different basis, this fact is disclosed either in
the relevant accounting policy or in the notes to the financial
statements.
Items included in the financial information of each of the
Company's entities are measured using the currency of the primary
economic environment in which the entity operates (the functional
currency). The consolidated financial statements are presented in
US dollars to the nearest million ($ million) rounded to one
decimal place, except where otherwise indicated.
For explanation of the key judgements and estimates made by
the Company in applying the Company’s accounting policies, refer to
significant accounting judgements and estimates on pages 17 to
19.
Going concern
The Company regularly evaluates its financial position, cash
flow forecasts and its compliance with financial covenants by
considering multiple combinations of oil price, discount rates,
production volumes, payments, capital and operational spend
scenarios.
The Company has reported cash of $363 million, with its debt
of $248 million maturing in the second half of 2025 and significant
headroom on both the equity ratio and minimum liquidity financial
covenants.
The Federal Iraq Supreme Court majority decision in February
2022 regarding the Kurdistan Oil and Gas Law (2007) and the
subsequent actions taken by the Federal Minister of Oil in Baghdad
Commercial Court did not have a significant impact on the Company’s
cash generation. However, since then, the International Chamber of
Commerce in Paris ruling in favour of Iraq in the long running
arbitration case against Türkiye concerning the Iraqi-Turkish
pipeline agreement signed in 1973, resulted in exports through the
pipeline being suspended from 25 March 2023.
The Company is currently selling in the domestic market at
lower prices and lower volumes than are available from exports,
with significantly reduced cash generation.
The Company forecasts that, even with continued suspension of
exports, it will have a significant net cash balance for the
foreseeable future.
As a result, the Directors have assessed that the Company’s
forecast liquidity provides adequate headroom over its forecast
expenditure for the 12 months following the signing of the annual
report for the period ended 31 December 2023 and consequently that
the Company is considered a going concern.
Consolidation
The consolidated financial statements consolidate the Company
and its subsidiaries. These accounting policies have been adopted
by all companies.
Subsidiaries
Subsidiaries are all entities over which the Company has
control. The Company controls an entity when it is exposed to, or
has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its
power over the entity. Subsidiaries are fully consolidated from the
date on which control is transferred to the Company. They are
deconsolidated from the date that control ceases. Transactions,
balances and unrealised gains on transactions between companies are
eliminated.
Joint arrangements and
associates
Arrangements under which the Company has contractually agreed
to share control with another party, or parties, are joint ventures
where the parties have rights to the net assets of the arrangement,
or joint operations where the parties have rights to the assets and
obligations for the liabilities relating to the arrangement.
Investments in entities over which the Company has the right to
exercise significant influence but has neither control nor joint
control are classified as associates and accounted for under the
equity method.
The Company recognises its assets, liabilities, income and
expenses relating to its interests in joint operations, including
its share of assets and income held jointly and liabilities and
expenses incurred jointly with other partners.
Farm-in/farm-out
Farm-in/farm-out transactions undertaken in the exploration
phase of an oil and gas asset are accounted for on a no gain/no
loss basis due to inherent uncertainties in the exploration phase
and associated difficulties in determining fair values reliably
prior to the determination of commercially recoverable proved
reserves. The resulting exploration and evaluation asset is then
assessed for impairment indicators under IFRS 6. Any cash payment
or proceeds are presented as an increase or reduction to additions
respectively.
-
Significant accounting judgements and estimates
The preparation of the financial statements in accordance
with IFRS requires the Company to make judgements and estimates
that affect the reported results, assets and liabilities. Where
judgements and estimates are made, there is a risk that the actual
outcome could differ from the judgement or estimate
made.
Significant judgements
The following are the significant judgements that the
directors have made in the process of applying the Group and
Company’s accounting policies and that have the most significant
effect on the amounts recognised in the financial
statements.
Sarta PSC (note
10 and 7)
At 31 December 2022, the Company’s assessment on the
recoverable value of the Sarta PSC had resulted with an impairment
expense of $125.5 million following the disappointing results of
the two appraisal wells and pilot production.
In 2023, the Company has informed the KRG of its intention to
exit the Sarta licence and the remaining recoverable value of the
Sarta PSC have been reduced to nil and a write-off expense of $18.7
million has been booked. Following the termination of the PSC on 1
December 2023, decommissioning provisions have been
derecognised.
Significant estimates
The following are the critical estimates that the directors
have made in the process of applying the Group and Company’s
accounting policies and that have the most significant effect on
the amounts recognised in the financial statements.
Estimation of
hydrocarbon reserves and resources and associated production
profiles and costs
Estimates of hydrocarbon reserves and resources are
inherently imprecise and are subject to future revision. The
Company’s estimation of the quantum of oil and gas reserves and
resources and the timing of its production, cost and monetisation
impact the Company’s financial statements in a number of ways,
including: testing recoverable values for impairment; the
calculation of depreciation, amortisation and assessing the cost
and likely timing of decommissioning activity and associated costs.
This estimation also impacts the assessment of going concern and
the viability statement.
Proved and
probable reserves are estimates of the amount of hydrocarbons that
can be economically extracted from the Company’s assets. The
Company estimates its reserves using standard recognised evaluation
techniques which are based on Petroleum Resources Management System
2018. Assets assessed as having proven and probable reserves are
generally classified as property, plant and equipment as
development or producing assets and depreciated using the units of
production methodology. The Company considers its best estimate for
future production and quantity of oil within an asset based on a
combination of internal and external evaluations and uses this as
the basis of calculating depreciation and amortisation of oil and
gas assets and testing for impairment under IAS 36.
Hydrocarbons that are not assessed as reserves are considered
to be resources and the related assets are classified as
exploration and evaluation assets. These assets are expenditures
incurred before technical feasibility and commercial viability is
demonstrable. Estimates of resources for undeveloped or partially
developed fields are subject to greater uncertainty over their
future life than estimates of reserves for fields that are
substantially developed and being depleted and are likely to
contain estimates and judgements with a wide range of
possibilities. These assets are considered for impairment under
IFRS 6.
Once a field commences production, the amount of proved
reserves will be subject to future revision once additional
information becomes available through, for example, the drilling of
additional wells or the observation of long-term reservoir
performance under producing conditions. As those fields are further
developed, new information may lead to revisions.
Assessment of reserves and resources are determined using
estimates of oil and gas in place, recovery factors and future
commodity prices, the latter having an impact on the total amount
of recoverable reserves.
Where the Company has updated its estimated reserves and
resources any required disclosure of the impact on the financial
statements is provided in the following sections.
Estimation of oil and gas asset
values (note 9 and 10)
Estimation of the asset value of oil and gas assets is
calculated from a number of inputs that require varying degrees of
estimation. Principally oil and gas assets are valued by estimating
the future cash flows based on a combination of reserves and
resources, costs of appraisal, development and production,
production profile, climate-related risks, pipeline reopening and
future sales price and discounting those cash flows at an
appropriate discount rate.
Future costs of appraisal, development and production are
estimated taking into account the level of development required to
produce those reserves and are based on past costs, experience and
data from similar assets in the region, future petroleum prices and
the planned development of the asset. However, actual costs may be
different from those estimated.
Discount rate is assessed by the Company using various inputs
from market data, external advisers and internal calculations. A
post tax nominal discount rate of 14% (2022: 14%) derived from the
Company’s weighted average cost of capital (WACC) is used when
assessing the impairment testing of the Company’s oil assets at
year-end. Risking factors are also used alongside the discount rate
when the Company is assessing exploration and appraisal
assets.
Estimation of
future oil price and netback price
The estimation of future oil price has a significant impact
throughout the financial statements, primarily in relation to the
estimation of the recoverable value of property, plant and
equipment and intangible assets. It is also relevant to the
assessment of ECL, going concern and the viability
statement.
The Company’s estimate of average Brent oil price for future
years is based on a range of publicly available market estimates
and is summarised in the table below.
$/bbl
|
2023
|
2024
|
2025
|
2026
|
2027
|
2028
|
Actual / Estimate
|
82
|
80
|
76
|
74
|
71
|
70
|
HY2023 estimate
|
82
|
78
|
74
|
70
|
70
|
70
|
Prior year estimate
|
82
|
78
|
74
|
70
|
70
|
70
|
The netback price is used to value the Company’s revenue,
trade receivables and its forecast cash flows used for impairment
testing and viability. It is the aggregation of reference oil price
average less transportation costs, handling costs and quality
adjustments.
Effective from 1 September 2022, sales have been priced by
the MNR under a new pricing formula based on the realised sales
price for Kurdistan blend crude (‘KBT’) during the delivery month,
rather than on dated Brent. The Company has not agreed on this new
pricing formula and continued to invoice on Brent. The Company does
not have direct visibility on the components of the netback price
realised for its oil because sales are managed by the KRG, but the
latest payments were based on the netback price provided by the
KRG. Therefore, the export revenue from 1 September 2022 was
recognised in accordance with IFRS15 using KBT pricing, resulting
in the recognition of $13 million less of
revenue.
The export pipeline closure in March 2023 has resulted in
volumes sold in the local market starting in June 2023 on a cash
and carry basis at lower realised oil prices than previously
achieved through export.
A sensitivity analysis of netback price on producing asset
values has been provided in note 10.
The Company has also taken the change into account in its
assessment of impairment reversal and considered it appropriate not
to reverse any previous impairments.
Estimation of the
recoverable value of deferred receivables and trade receivables
(note 11)
As of 31 December 2023, the Company is owed six months of
payments. Management has compared the carrying value of trade
receivables with the present value of the estimated future cash
flows based on the prevailing discount rate at the time sales made
(14%) and a number of collection scenarios. The ECL is the weighted
average of these scenarios and is recognised in the income
statement. The weighting is applied based on expected repayment
timing by considering the recovery of previous deferred
receivables. The result of this assessment is an ECL provision of
$14.5 million. Each 1% increase in discount rate would increase the
ECL by $0.9 million. Sensitivity of the calculation to different
scenarios has been provided in note 11.
Other estimates
The following are the other estimates that the directors have
made in the process of applying the Group and Company’s accounting
policies and that have effect on the amounts recognised in the
financial statements.
Decommissioning
provision (note 15)
Decommissioning provisions are calculated from a number of
inputs such as costs to be incurred in removing production
facilities and site restoration at the end of the producing life of
each field which is considered as the mid-point of a range of cost
estimation. These inputs are based on the Company’s best estimate
of the expenditure required to settle the present obligation at the
end of the period inflated at 2% (2022: 2%) and discounted at 4%
(2022: 4%). 10% increase in cost estimates would increase the
existing provision by c.$4 million and 1% increase in discount rate
would decrease the existing provision by c.$3 million, the combined
impact would be c.$1 million. The cash flows relating to the
decommissioning and abandonment provisions are expected to occur
between 2028 and 2036.
Taxation
Under the terms of KRI PSC's, corporate income tax due is
paid on behalf of the Company by the KRG from the KRG's own share
of revenues, resulting in no corporate income tax payment required
or expected to be made by the Company. It is not known at what rate
tax is paid, but it is estimated that the current tax rate would be
between 15% and 40%. If this was known it would result in a gross
up of revenue with a corresponding debit entry to taxation expense
with no net impact on the income statement or on cash. In addition,
it would be necessary to assess whether any deferred tax asset or
liability was required to be recognised.
-
Accounting policies
The accounting policies adopted in preparation of these
financial statements are consistent with those used in preparation
of the annual financial statements for the year ended 31 December
2022, adjusted for transitional requirements where necessary,
further explained under revenue and changes in accounting policies
headings.
Revenue
Revenue from contracts with customers is earned based on the
entitlement mechanism under the terms of the relevant PSC and,
overriding royalty income (‘ORRI’), which was earned on 4.5% of
gross field revenue from the Tawke licence up until July
2022.
Under IFRS 15, entitlement revenue and ORRI is recognised
when the control of the product is deemed to have passed to the
customer, in exchange for the consideration amount determined by
the terms of the contract. For exports the control passes to the
customer when the oil enters the export pipe. For local sales, the
control passes to the customer when the oil is delivered to the
trucks.
Entitlement has two components: cost oil, which is the
mechanism by which the Company recovers its costs incurred on an
asset, and profit oil, which is the mechanism through which profits
are shared between the Company, its partners and the KRG. The
Company pays capacity building payments on profit oil entitlement
earned on the Sarta and Taq Taq licences, which become due for
payment once the Company has received the relevant proceeds. Profit
oil revenue is always reported net of any capacity building
payments that will become due.
The Company’s export oil sales made to the KRG are valued at
a netback price which is explained further in significant
accounting estimates and judgements. The Company’s local sales are
valued at the price agreed with the local buyers.
The Company is not able to measure the tax that has been paid
on its behalf and consequently has not been able to assess where
revenue should be reported gross of implied income tax
paid.
The Company’s revenue from other sources includes a non-cash
royalty income which is recognised in the statement of
comprehensive income in a manner consistent with entitlement
mechanism.
Intangible assets
Exploration and evaluation
assets
Oil and gas assets classified as exploration and evaluation
assets are explained under Oil and Gas assets below.
Tawke RSA
Intangible assets include the Receivable Settlement Agreement
(‘RSA’) effective from 1 August 2017, which was entered into in
exchange for trade receivables due from KRG for Taq Taq and Tawke
past sales. The RSA was recognised at cost and is amortised on a
units of production basis in line with the economic lives of the
rights acquired.
Property, plant and
equipment
Producing and Development
assets
Oil and gas assets classified as producing and development
assets are explained under Oil and Gas assets below.
Oil and gas assets
Costs incurred prior to obtaining legal rights to explore are
expensed to the statement of comprehensive income.
Exploration, appraisal and development expenditure is
accounted for under the successful efforts method. Under the
successful efforts method only costs that relate directly to the
discovery and development of specific oil and gas reserves are
capitalised as exploration and evaluation assets within intangible
assets so long as the activity is assessed to be de-risking the
asset and the Company expects continued activity on the asset into
the foreseeable future. Costs of activity that do not identify oil
and gas reserves are expensed.
All licence acquisition costs, geological and geophysical
costs, inventories and other direct costs of exploration,
evaluation and development are capitalised as intangible assets or
property, plant and equipment according to their nature. Intangible
assets comprise costs relating to the exploration and evaluation of
properties which the directors consider to be unevaluated until
assessed as being 2P reserves and commercially viable.
Once assessed as being 2P reserves they are tested for
impairment and transferred to property, plant and equipment as
development assets. Where properties are appraised to have no
commercial value, the associated costs are expensed as an
impairment loss in the period in which the determination is made.
Development assets are classified under producing assets following
the commercial production
commencement.
Development expenditure is accounted for in accordance with
IAS 16 – Property, plant and equipment. Producing assets are
depreciated once they are available for use and are depleted on a
field-by-field basis using the unit of production method. The sum
of carrying value and the estimated future development costs are
divided by total barrels to provide a $/barrel unit depreciation
cost. Changes to depreciation rates as a result of changes in
forecast production and estimates of future development expenditure
are reflected prospectively.
The estimated useful lives of property, plant and equipment
and their residual values are reviewed on an annual basis and
changes in useful lives are accounted for prospectively. The gain
or loss arising on the disposal or retirement of an asset is
determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in the statement of
comprehensive income for the relevant period.
Where exploration licences are relinquished or exited for no
consideration or costs incurred are neither de-risking nor adding
value to the asset, the associated costs are expensed to the income
statement.
Impairment testing of oil and gas assets is considered in the
context of each cash generating unit. A cash generating unit is
generally a licence, with the discounted value of the future cash
flows of the CGU compared to the book value of the relevant assets
and liabilities.
Subsequent costs
The cost of replacing part of an item of property and
equipment is recognised in the carrying amount of the item if it is
probable that the future economic benefits embodied within the part
will flow to the Company, and its cost can be measured reliably.
The net book value of the replaced part is expensed. The costs of
the day-to-day servicing and maintenance of property, plant and
equipment are recognised in the statement of comprehensive
income.
Discontinued operations
A part of the Company’s operations is classified as a
discontinued operation if the component has either been disposed of
or is classified as held for sale and represents a separate major
line of business or geographic area of operations, is part of a
single coordinated plan to dispose of a separate major line of
business or geographic area of operations, or is a subsidiary
acquired exclusively with a view to resale. Discontinued operations
are excluded from the net income/loss from continuing operations
and are presented as a single amount as gain/loss from discontinued
operations, in the consolidated statement of comprehensive income.
When an operation is classified as a discontinued operation, the
comparative consolidated statement of comprehensive income is
restated and presented as if the operation had been classified as
such from the start of the comparative year.
Right of use (RoU) assets / Lease
liabilities
The Company recognises a right to use asset and lease
liability, depreciate the associated asset, re-measure and reduce
the liability through lease payments unless the underlying leased
asset is of low value and/or short term in nature. The Company uses
the following judgements permitted by the standard: applying a
single discount rate to a portfolio of leases with reasonably
similar characteristics, exemption from recognition of right of use
assets with a lease term of less than 12 months at the inception
and using hindsight in determining the lease term where the
contract contains options to extend or terminate the lease.
Right-of-use assets are depreciated over the lifetime of the
related lease contract. Lease liabilities were measured at the
present value of the remaining lease payments, discounted using the
lessee’s incremental borrowing rate and included within trade and
other payables.
Drill rig contracts are service contracts where contractors
provide the rig together with the services and the contracted
personnel on a day-rate basis for the purpose of drilling
exploration or development wells. The Company has no right of use
of the rigs. The aggregate payments under drilling contracts are
determined by the number of days required to drill each well and
are capitalised as exploration or development assets as
appropriate.
Financial assets and
liabilities
Classification
The Company assesses the classification of its financial
assets on initial recognition at amortised cost, fair value through
other comprehensive income or fair value through profit and loss.
The Company assesses the classification of its financial
liabilities on initial recognition at either fair value through
profit and loss or amortised cost.
Recognition and
measurement
Regular purchases and sales of financial assets are
recognised at fair value on the trade-date – the date on which the
Company commits to purchase or sell the asset. Trade and other
receivables, trade and other payables, borrowings and deferred
contingent consideration are subsequently carried at amortised cost
using the effective interest method.
Trade and other
receivables
Trade receivables are amounts due from crude oil sales, sales
of gas or services performed in the ordinary course of business. If
payment is expected within one year or less, trade receivables are
classified as current assets otherwise they are presented as
non-current assets. Trade receivables are recognised initially at
fair value and subsequently measured at amortised cost using the
effective interest method, less provision for expected credit
loss.
The Company’s assessment of expected credit loss model is
explained below under financial assets.
Cash and cash
equivalents
In the consolidated balance sheet and consolidated statement
of cash flows, cash and cash equivalents includes cash in hand,
deposits held on call with banks, other short-term highly liquid
investments which are assessed as cash and cash equivalents under
IAS 7 and includes the Company’s share of cash held in joint
operations.
Interest-bearing
borrowings
Borrowings are recognised initially at fair value, net of any
discount in issuance and transaction costs incurred. Borrowings are
subsequently carried at amortised cost; any difference between the
proceeds (net of transaction costs) and the redemption value is
recognised in the statement of comprehensive income over the period
of the borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are
recognised as transaction costs of the loan.
Borrowings are presented as long or short-term based on the
maturity of the respective borrowings in accordance with the loan
or other agreement. Borrowings with maturities of less than twelve
months are classified as short-term. Amounts are classified as
long-term where maturity is greater than twelve months. Where no
objective evidence of maturity exists, related amounts are
classified as short-term.
Trade and other payables
Trade and other payables are recognised initially at fair
value. Subsequent to initial recognition they are measured at
amortised cost using the effective interest method.
Offsetting
Financial assets and liabilities are offset and the net
amount reported in the balance sheet when there is a legally
enforceable right to offset the recognised amounts and there is an
intention to settle on a net basis or realise the asset and settle
the liability simultaneously.
Provisions
Provisions are recognised when the Company has a present
obligation as a result of a past event, and it is probable that the
Company will be required to settle that obligation. Provisions are
measured at the Company’s best estimate of the expenditure required
to settle the obligation at the balance sheet date and are
discounted to present value where the effect is material. The
unwinding of any discount is recognised as finance costs in the
statement of comprehensive income.
Decommissioning
Provision is made for the cost of decommissioning assets at
the time when the obligation to decommission arises. Such provision
represents the estimated discounted liability for costs which are
expected to be incurred in removing production facilities and site
restoration at the end of the producing life of each field. A
corresponding cost is capitalised to property, plant and equipment
and subsequently depreciated as part of the capital costs of the
production facilities. Any change in the present value of the
estimated expenditure attributable to changes in the estimates of
the cash flow or the current estimate of the discount rate used are
reflected as an adjustment to the provision and capitalised as part
of the cost of the assets.
Impairment
Exploration and evaluation
assets
Spend on exploration and evaluation assets is capitalised in
accordance with IFRS 6. The carrying amounts of the Company’s
exploration and evaluation assets are reviewed at each reporting
date to determine whether there is any indication of impairment
under IFRS 6. Impairment assessment of exploration and evaluation
assets is considered in the context of each cash generating unit,
which is generally represented by relevant the licence.
Producing and Development
assets
The carrying amounts of the Company’s producing and
development assets are reviewed at each reporting date to determine
whether there is any indication of impairment or reversal of
impairment. If any such indication exists, then the asset’s
recoverable amount is estimated. The recoverable amount of an asset
or cash generating unit is the greater of its value in use and its
fair value less costs of disposal. For value in use, the estimated
future cash flows arising from the Company’s future plans for the
asset are discounted to their present value using a nominal post
tax discount rate that reflects market assessments of the time
value of money and the risks specific to the asset. For fair value
less costs of disposal, an estimation is made of the fair value of
consideration that would be received to sell an asset less
associated selling costs (which are assumed to be immaterial).
Assets are grouped together into the smallest group of assets that
generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or groups of assets
(cash generating unit).
The estimated recoverable amount is then compared to the
carrying value of the asset. Where the estimated recoverable amount
is materially lower than the carrying value of the asset an
impairment loss is recognised. Non-financial assets that suffered
impairment are reviewed for possible reversal of the impairment at
each reporting date.
Property, plant and equipment and
intangible assets
Impairment testing of oil and gas assets is explained above.
When impairment indicators exist for other non-financial assets,
impairment testing is performed based on the higher of value in use
and fair value less costs of disposal. The Company assets'
recoverable amount is determined by fair value less costs of
disposal.
Financial assets
Impairment of financial assets is assessed under IFRS 9 with
a forward-looking expected credit loss (‘ECL’) model. The standard
requires the Company to book an allowance for ECL for its financial
assets. The Company has assessed its trade receivables as at 31
December 2023 for ECL. Further explanation is provided in
significant accounting judgements and estimates.
Equity
Share capital
Amounts subscribed for share capital at nominal value.
Ordinary shares are classified as equity.
When share capital recognised as equity is repurchased, the
amount of the consideration paid, which includes directly
attributable costs, is net of any tax effects and is recognised as
a deduction in equity. Repurchased shares are classified as
treasury shares and are presented as a deduction from total equity.
When treasury shares are subsequently sold or reissued, the amount
received is recognised as an increase in equity and the resulting
surplus or deficit of the transaction is transferred to/from
retained earnings.
Share premium
Amounts subscribed for share capital in excess of nominal
value.
Accumulated loss
Cumulative net losses recognised in the statement of
comprehensive income net of amounts recognised directly in
equity.
Dividend
Liability to pay a dividend is recognised based on the
declared timetable. A corresponding amount is recognised directly
in equity.
Employee benefits
Short-term benefits
Short-term employee benefit obligations are expensed to the
statement of comprehensive income as the related service is
provided. A liability is recognised for the amount expected to be
paid under short-term cash bonus or profit-sharing plans if the
Company has a present legal or constructive obligation to pay this
amount as a result of past service provided by the employee and the
obligation can be estimated reliably.
Share-based payments
The Company operates equity-settled share-based compensation
plans. The expense required in accordance with IFRS 2 is recognised
in the statement of comprehensive income over the vesting period of
the award and partially capitalised as oil and gas assets in line
with the hours incurred by the employees. The expense is determined
by reference to option pricing models, principally Monte Carlo and
adjusted Black-Scholes models.
At each balance sheet date, the Company revises its estimate
of the number of options that are expected to become exercisable.
Any revision to the original estimates is reflected in the
statement of comprehensive income with a corresponding adjustment
to equity immediately to the extent it relates to past service and
the remainder over the rest of the vesting period.
Finance income and finance
costs
Finance income comprises interest income on cash invested,
foreign currency gains and the unwind of discount on any assets
held at amortised cost. Interest income is recognised as it
accrues, using the effective interest method.
Finance expense comprises interest expense on borrowings,
foreign currency losses and discount unwind on any liabilities held
at amortised cost. Borrowing costs directly attributable to the
acquisition of a qualifying asset as part of the cost of that asset
are capitalised over the respective assets.
Taxation
Under the terms of the KRI PSCs, the Company is not required
to pay any cash corporate income taxes as explained in significant
accounting judgements and estimates. Current tax expense is
incurred on profits of service companies.
Segmental reporting
IFRS 8 requires the Company to disclose information about its
business segments and the geographic areas in which it operates. It
requires identification of business segments on the basis of
internal reports that are regularly reviewed by the CEO, the chief
operating decision maker, in order to allocate resources to the
segment and assess its performance.
Related parties
Parties are related if one party has the ability, directly or
indirectly, to control the other party or exercise significant
influence over the party in making financial or operational
decisions. Parties are also related if they are subject to common
control. Transactions between related parties are transfers of
resources, services or obligations, regardless of whether a price
is charged and are disclosed separately within the notes to the
consolidated financial information.
New standards
The following new accounting standards, amendments to
existing standards and interpretations are effective on 1 January
2023. Amendments to IAS 12 Income taxes: International Tax Reform –
Pillar Two Model Rules (issued on 23 May 2023), Amendments to IFRS
17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 –
Comparative Information (issued on 9 December 2021), Amendments to
IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities
arising from a Single Transaction (issued on 7 May 2021),
Amendments to IAS 1 Presentation of Financial Statements and IFRS
Practice Statement 2: Disclosure of Accounting policies (issued on
12 February 2021), Amendments to IAS 8 Accounting policies, Changes
in Accounting Estimates and Errors: Definition of Accounting
Estimates (issued on 12 February 2021), IFRS 17 Insurance Contracts
(issued on 18 May 2017). These standards did not have a material
impact on the Company’s results or financial statements disclosures
in the current reporting period except Amendments to IAS 1
Presentation of Financial Statements and IFRS Practice Statement 2:
Disclosure of Accounting policies (issued on 12 February 2021). The
Company has adopted the amendments to IAS 1 for the first time in
the current year as to disclose material accounting
policies.
The following new accounting standards, amendments to
existing standards and interpretations have been issued but are not
yet effective and/or have not yet been endorsed by the EU:
Amendments to IAS 21 The Effects of Changes in Foreign Exchange
Rates: Lack of Exchangeability (issued on 15 August 2023),
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial
Instruments: Disclosures: Supplier Finance Arrangements (issued on
25 May 2023), Amendments to IAS 1 Presentation of Financial
Statements: Classification of Liabilities as Current or Noncurrent
(issued on 23 January 2020); Classification of Liabilities as
Current or Noncurrent - Deferral of Effective Date (issued on 15
July 2020); and Non-current Liabilities with Covenants (issued on
31 October 2022), Amendments to IFRS 16 Leases: Lease Liability in
a Sale and Leaseback (issued on 22 September 2022). Nothing has
been early adopted, and these standards are not expected to have a
material impact on the Company’s results or financials statement
disclosures in the periods they become effective.
2. Segmental information
The Company has two reportable business segments: Production
and Pre-production. Capital allocation decisions for the production
segment are considered in the context of the cash flows expected
from the production and sale of crude oil. The production segment
is comprised of the producing fields on the Tawke PSC (Tawke and
Peshkabir fields) and the Taq Taq PSC which are located in the KRI
and make export sales to the KRG and local sales to the local
buyers. The pre-production segment is comprised of exploration
activity, principally located in Somaliland and Morocco. ‘Other’
includes corporate assets, liabilities and costs, elimination of
intercompany receivables and intercompany payables, which are
non-segment items.
For the year ended 31 December
2023
|
Production
|
Pre-production
|
Other
|
Total
|
|
$m
|
$m
|
$m
|
$m
|
Revenue from contracts with customers (export)
|
45.8
|
-
|
-
|
45.8
|
Revenue from contracts with customers (local)
|
38.2
|
-
|
-
|
38.2
|
Revenue from other sources
|
0.8
|
-
|
-
|
0.8
|
Cost of sales
|
(65.2)
|
-
|
-
|
(65.2)
|
Gross profit
|
19.6
|
-
|
-
|
19.6
|
|
|
|
|
|
Exploration expense
|
-
|
(0.1)
|
-
|
(0.1)
|
Other operating costs
|
(3.6)
|
-
|
-
|
(3.6)
|
Reversal of decommissioning provision
|
1.2
|
-
|
-
|
1.2
|
Reversal of ECL of trade receivables
|
4.2
|
-
|
-
|
4.2
|
ECL of trade receivables
|
(13.3)
|
-
|
-
|
(13.3)
|
General and administrative costs
|
-
|
-
|
(27.2)
|
(27.2)
|
Operating profit / (loss)
|
8.1
|
(0.1)
|
(27.2)
|
(19.2)
|
|
|
|
|
|
Operating profit / (loss) is
comprised of
|
|
|
|
|
EBITDAX
|
59.9
|
-
|
(27.1)
|
32.8
|
Depreciation and
amortisation
|
(43.9)
|
-
|
(0.1)
|
(44.0)
|
Exploration expense
|
-
|
(0.1)
|
-
|
(0.1)
|
Reversal of decommissioning
provision
|
1.2
|
-
|
-
|
1.2
|
Reversal of ECL of
receivables
|
4.2
|
-
|
-
|
4.2
|
ECL of receivables
|
(13.3)
|
-
|
-
|
(13.3)
|
|
|
|
|
|
Finance income
|
-
|
-
|
20.6
|
20.6
|
Bond interest expense
|
-
|
-
|
(24.8)
|
(24.8)
|
Net other finance expense
|
(3.2)
|
(0.1)
|
(1.6)
|
(4.9)
|
Profit / (Loss) before income tax from continuing
operations
|
4.9
|
(0.2)
|
(33.0)
|
(28.3)
|
|
|
|
|
|
Loss from discontinued operations
|
(32.8)
|
-
|
-
|
(32.8)
|
Profit / (Loss) before income tax
|
(27.9)
|
(0.2)
|
(33.0)
|
(61.1)
|
|
|
|
|
|
Capital expenditure
|
58.9
|
9.1
|
-
|
68.0
|
Total assets
|
412.1
|
26.8
|
356.2
|
795.1
|
Total liabilities
|
(91.0)
|
(12.0)
|
(258.2)
|
(361.2)
|
|
|
|
|
|
|
|
|
|
|
Sarta PSC figures have been disclosed as discontinued
operation following the PSC termination in the year (see note
7).
Total assets and liabilities in the other segment are
predominantly cash and debt balances.
For the year ended 31 December 2022
|
Production
|
Pre-production
|
Other
|
Total
|
|
$m
|
$m
|
$m
|
$m
|
Revenue from contracts with customers
|
388.7
|
-
|
-
|
388.7
|
Revenue from other sources
|
13.2
|
-
|
-
|
13.2
|
Cost of sales
|
(168.5)
|
-
|
-
|
(168.5)
|
Gross profit
|
233.4
|
-
|
-
|
233.4
|
|
|
|
|
|
Exploration expense
|
-
|
(1.0)
|
-
|
(1.0)
|
Net write-off of intangible asset
|
-
|
(75.8)
|
-
|
(75.8)
|
Reversal of ECL of receivables
|
10.8
|
-
|
2.0
|
12.8
|
ECL of receivables
|
(4.2)
|
-
|
-
|
(4.2)
|
General and administrative costs
|
-
|
-
|
(18.6)
|
(18.6)
|
Operating profit / (loss)
|
240.0
|
(76.8)
|
(16.6)
|
146.6
|
|
|
|
|
|
Operating profit / (loss) is
comprised of
|
|
|
|
|
EBITDAX
|
367.6
|
-
|
(18.5)
|
349.1
|
Depreciation and
amortisation
|
(134.2)
|
-
|
(0.1)
|
(134.3)
|
Exploration expense
|
-
|
(1.0)
|
-
|
(1.0)
|
Net write-off of intangible
assets
|
-
|
(75.8)
|
-
|
(75.8)
|
Reversal of ECL of
receivables
|
10.8
|
-
|
2.0
|
12.8
|
ECL of receivables
|
(4.2)
|
-
|
-
|
(4.2)
|
|
|
|
|
|
Finance income
|
-
|
-
|
6.7
|
6.7
|
Bond interest expense
|
-
|
-
|
(25.9)
|
(25.9)
|
Other finance expense
|
(2.4)
|
(0.4)
|
(2.5)
|
(5.3)
|
Profit / (Loss) before income tax from continuing
operations
|
237.6
|
(77.2)
|
(38.3)
|
122.1
|
|
|
|
|
|
Loss from discontinued operations
|
(129.2)
|
-
|
-
|
(129.2)
|
Profit / (Loss) before income tax
|
108.4
|
(77.2)
|
(38.3)
|
(7.1)
|
|
|
|
|
|
Capital expenditure
|
133.4
|
9.7
|
-
|
143.1
|
Total assets
|
447.3
|
23.5
|
472.7
|
943.5
|
Total liabilities
|
(111.9)
|
(17.7)
|
(286.1)
|
(415.7)
|
|
|
|
|
|
|
|
|
|
|
Revenue from contracts with customers includes $94.5 million
arising from the ORRI and $34.7 million in relation to the
suspended ORRI.
Total assets and liabilities in the other segment are
predominantly cash and debt balances.
3. Operating (loss) /
profit
|
2023
|
2022
|
|
$m
|
$m
|
Production costs
|
(21.3)
|
(34.3)
|
Depreciation of oil and gas property, plant and equipment
(excl. RoU assets)
|
(39.6)
|
(95.0)
|
Amortisation of oil and gas intangible assets
|
(4.3)
|
(39.2)
|
Cost of sales
|
(65.2)
|
(168.5)
|
|
|
|
Exploration expense
|
(0.1)
|
(1.0)
|
|
|
|
Other operating costs1
|
(3.6)
|
-
|
|
|
|
1
Other operating costs relate to Taq Taq costs which were
incurred after production ceased in May 2023, following the
pipeline closure.
|
|
|
|
Write-off of intangible assets (note 9)
|
-
|
(78.0)
|
Net reversal of accruals and provisions
|
1.2
|
2.2
|
Net write-off of intangible assets
|
1.2
|
(75.8)
|
|
|
|
Reversal of ECL of other receivables
|
-
|
2.0
|
Reversal of ECL of trade receivables (note 1,11)
|
4.2
|
10.8
|
ECL of trade receivables (note 1,11)
|
(13.3)
|
(4.2)
|
Net (ECL) / reversal of ECL of receivables
|
(9.1)
|
8.6
|
|
|
|
Corporate cash costs
|
(12.4)
|
(14.0)
|
Non-recurring costs
|
(13.1)
|
(3.7)
|
Corporate share-based payment expense
|
(1.6)
|
(0.8)
|
Depreciation and amortisation of corporate assets (excl. RoU
assets)
|
(0.1)
|
(0.1)
|
General and administrative
expenses
|
(27.2)
|
(18.6)
|
|
|
|
Auditor’s remuneration:
|
|
|
|
Audit of the Group’s consolidated financial
statements
|
(0.3)
|
(0.3)
|
|
Audit of the Group’s subsidiaries pursuant to
legislation
|
(0.1)
|
(0.1)
|
|
Total audit services
|
(0.4)
|
(0.4)
|
|
Interim review
|
(0.1)
|
(0.1)
|
|
Total audit related and non-audit
services
|
(0.5)
|
(0.5)
|
|
|
|
|
|
|
|
|
All fees paid to the auditor were charged to operating loss
in both years.
4. Staff costs and
headcount
|
2023
|
2022
|
|
$m
|
$m
|
Wages and salaries
|
(19.3)
|
(21.1)
|
Contractors costs
|
(13.8)
|
(20.6)
|
Social security costs
|
(1.9)
|
(4.3)
|
Share based payments
|
(3.7)
|
(4.1)
|
|
(38.7)
|
(50.1)
|
|
Average headcount was:
|
2023 number
|
2022 number
|
Türkiye
|
38
|
39
|
KRI
|
23
|
38
|
UK
|
30
|
34
|
Somaliland
|
27
|
18
|
Contractors
|
84
|
129
|
|
202
|
258
|
5. Finance expense and
income
|
2023
|
2022
|
|
$m
|
$m
|
Bond interest
|
(24.8)
|
(25.9)
|
Other finance expense (non-cash)
|
(6.0)
|
(5.3)
|
Finance expense
|
(30.8)
|
(31.2)
|
|
|
|
Bank interest income
|
20.6
|
6.7
|
Gain on bond buyback
|
1.1
|
-
|
Finance income
|
21.7
|
6.7
|
|
|
|
Net finance expense
|
(9.1)
|
(24.5)
|
Bond interest payable is the cash interest cost of the
Company’s bond debt. Other finance expense (non-cash) primarily
relates to the discount unwind on the bond and the asset retirement
obligation provision.
6. Income tax expense
Current tax expense is incurred on profits of service
companies. Under the terms of the KRI PSCs, the Company is not
required to pay any cash corporate income taxes as explained in
note 1.
7. Discontinued
operations
Sarta PSC was terminated on 1 December 2023. The results of
the discontinued operations, which have been included in the loss
for the year, were as follows:
|
2023
|
2022
|
|
$m
|
$m
|
Revenue
|
3.6
|
30.8
|
Production costs
|
(3.6)
|
(16.8)
|
Depreciation of oil and gas property, plant and
equipment
|
(0.7)
|
(14.9)
|
Gross loss
|
(0.7)
|
(0.9)
|
|
|
|
Other operating costs1
|
(20.0)
|
-
|
Write-off / impairment of property, plant and equipment (note
1,10)
|
(18.7)
|
(125.5)
|
Reversal of provisions
|
8.2
|
-
|
Reversal of ECL of trade receivables
|
0.4
|
-
|
ECL of trade receivables
|
(1.2)
|
(0.4)
|
General and administrative costs
|
(0.5)
|
(1.5)
|
Operating loss
|
(32.5)
|
(128.3)
|
|
|
|
Other finance expense (non-cash)
|
(0.3)
|
(0.9)
|
Loss from discontinued
operations
|
(32.8)
|
(129.2)
|
1
Other operating costs relate to costs incurred after
production ceased in March 2023, following the pipeline closure and
costs incurred in relation to exiting the PSC.
|
2023
|
2022
|
Cash flows from discontinued
operations
|
$m
|
$m
|
Net cash (used in) / generated from operating
activities
|
(27.8)
|
18.5
|
Net cash used in investing activities
|
(3.8)
|
(53.7)
|
Net cash used in financing activities
|
(2.1)
|
(2.9)
|
8. (Loss) / Earnings per share
Basic
Basic loss per share is calculated by dividing the loss
attributable to owners of the parent by the weighted average number
of shares in issue during the year.
|
2023
|
2022
|
|
|
|
(Loss) / Profit from continuing operations ($m)
|
(28.5)
|
121.9
|
Loss from discontinued operations ($m)
|
(32.8)
|
(129.2)
|
Loss attributable to owners of the parent ($m)
|
(61.3)
|
(7.3)
|
|
|
|
Weighted average number of ordinary shares – number
1
|
278,836,216
|
278,654,909
|
Basic (loss) / earnings per share – cents per share (from
continuing operations)
|
(10.2)
|
43.7
|
Basic loss per share – cents per share
|
(22.0)
|
(2.6)
|
1
Excluding shares held as treasury
shares
Diluted
The Company purchases shares in the market to satisfy share
plan requirements so diluted earnings per share is adjusted for
performance shares, restricted shares, share options and deferred
bonus plans not included in the calculation of basic earnings per
share. Because the Company reported a loss for the year ended 31
December 2023 and 31 December 2022, the performance shares,
restricted shares and share options are anti-dilutive and therefore
diluted LPS is the same as basic LPS:
|
2023
|
2022
|
|
|
|
(Loss) / Profit from continuing operations ($m)
|
(28.5)
|
121.9
|
Loss from discontinued operations ($m)
|
(32.8)
|
(129.2)
|
Loss attributable to owners of the parent ($m)
|
(61.3)
|
(7.3)
|
|
|
|
Weighted average number of ordinary shares –
number1
|
278,836,216
|
278,654,909
|
Adjustment for performance shares, restricted shares, share
options and deferred bonus plans
|
-
|
-
|
Weighted average number of ordinary shares and potential
ordinary shares
|
278,836,216
|
278,654,909
|
Basic (loss) / earnings per share – cents per share (from
continuing operations)
|
(10.2)
|
43.7
|
Diluted loss per share – cents per share
|
(22.0)
|
(2.6)
|
1
Excluding shares held as treasury
shares
Basic (LPS) / EPS
excluding impairments
Basic (LPS) / EPS excluding impairment is loss and total
comprehensive expense adjusted for the add back of net
impairment/write-off of oil and gas assets and net ECL/reversal of
ECL of receivables divided by weighted average number of ordinary
shares.
|
2023
|
2022
|
|
|
|
Loss attributable to owners of the parent ($m)
|
(61.3)
|
(7.3)
|
Add back of net impairment/write-off of oil and gas
assets
|
18.2
|
201.3
|
Add back of net ECL/reversal of ECL of receivables
|
9.9
|
(8.2)
|
(Loss) / profit attributable to owners of the parent ($m) -
adjusted
|
(33.2)
|
185.8
|
|
|
|
Weighted average number of ordinary shares – number
1
|
278,836,216
|
278,654,909
|
Basic (loss) / earnings per share excluding impairments –
cents per share
|
(11.9)
|
66.7
|
|
|
|
|
1
Excluding shares held as treasury
shares
9. Intangible assets
|
Exploration and evaluation assets
|
Tawke
RSA
|
Other
assets
|
Total
|
|
$m
|
$m
|
$m
|
$m
|
Cost
|
|
|
|
|
At 1 January 2022
|
81.4
|
425.1
|
7.5
|
514.0
|
Additions
|
9.7
|
-
|
-
|
9.7
|
Write-off in the year (note 1)
|
(78.0)
|
-
|
-
|
(78.0)
|
Other
|
(0.2)
|
-
|
-
|
(0.2)
|
At 31 December 2022 and 1 January 2023
|
12.9
|
425.1
|
7.5
|
445.5
|
|
|
|
|
|
Additions
|
9.1
|
-
|
-
|
9.1
|
Other
|
0.8
|
-
|
-
|
0.8
|
At 31 December 2023
|
22.8
|
425.1
|
7.5
|
455.4
|
|
|
|
|
|
Accumulated amortisation and
impairment
|
|
|
|
|
At 1 January 2022
|
-
|
(319.7)
|
(7.5)
|
(327.2)
|
Amortisation charge for the period
|
-
|
(39.2)
|
-
|
(39.2)
|
At 31 December 2022 and 1 January 2023
|
-
|
(358.9)
|
(7.5)
|
(366.4)
|
|
|
|
|
|
Amortisation charge for the year
|
-
|
(4.3)
|
-
|
(4.3)
|
At 31 December 2023
|
-
|
(363.2)
|
(7.5)
|
(370.7)
|
|
|
|
|
|
Net book value
|
|
|
|
|
At 1 January 2022
|
81.4
|
105.4
|
-
|
186.8
|
At 31 December 2022
|
12.9
|
66.2
|
-
|
79.1
|
At 31 December 2023
|
22.8
|
61.9
|
-
|
84.7
|
|
|
2023
|
2022
|
Book value
|
|
$m
|
$m
|
Somaliland PSC
|
Exploration
|
22.8
|
12.9
|
Exploration and evaluation assets
|
|
22.8
|
12.9
|
|
|
|
|
Tawke capacity building payment waiver
|
61.9
|
66.2
|
Tawke RSA assets
|
|
61.9
|
66.2
|
10. Property, plant and
equipment
|
Producing assets
|
Other
assets
|
Total
|
|
$m
|
$m
|
$m
|
Cost
|
|
|
|
At 1 January 2022
|
3,117.2
|
17.1
|
3,134.3
|
Net additions
|
129.1
|
0.9
|
130.0
|
Right-of-use assets (note 20)
|
-
|
(0.4)
|
(0.4)
|
Other1
|
5.9
|
-
|
5.9
|
At 31 December 2022 and 1 January 2023
|
3,252.2
|
17.6
|
3,269.8
|
|
|
|
|
Additions
|
58.9
|
-
|
58.9
|
Right-of-use assets (note 20)
|
-
|
(0.3)
|
(0.3)
|
Other1
|
2.1
|
-
|
2.1
|
At 31 December 2023
|
3,313.2
|
17.3
|
3,330.5
|
|
|
|
|
Accumulated depreciation and
impairment
|
|
|
|
At 1 January 2022
|
(2,769.2)
|
(12.6)
|
(2,781.8)
|
Depreciation charge for the year
|
(112.8)
|
(1.6)
|
(114.4)
|
Impairment (note 1)
|
(125.5)
|
-
|
(125.5)
|
At 31 December 2022 and 1 January 2023
|
(3,007.5)
|
(14.2)
|
(3,021.7)
|
|
|
|
|
Depreciation charge for the year
|
(42.3)
|
(1.3)
|
(43.6)
|
Write-off (note 1)
|
(18.7)
|
-
|
(18.7)
|
At 31 December 2023
|
(3,068.5)
|
(15.5)
|
(3,084.0)
|
|
|
|
|
Net book value
|
|
|
|
At 1 January 2022
|
348.0
|
4.5
|
352.5
|
At 31 December 2022
|
244.7
|
3.4
|
248.1
|
At 31 December 2023
|
244.7
|
1.8
|
246.5
|
1
Other line includes non-cash asset retirement obligation
provision and share-based payment costs.
|
|
2023
|
2022
|
Book value
|
|
$m
|
$m
|
Tawke PSC
|
Oil production
|
210.0
|
199.1
|
Taq Taq PSC
|
Oil production
|
34.7
|
28.8
|
Sarta PSC
|
Oil
production/development
|
-
|
16.8
|
Producing assets
|
|
244.7
|
244.7
|
|
|
|
|
Sarta PSC was terminated on 1
December 2023 and this resulted in a reduction in the carrying
value to nil and write-off of assets of $18.7 million as of 31
December 2023. Further explanation is provided in note
1.
The sensitivities below provide an indicative impact on net
asset value of a change in netback price, discount rate or
production, assuming no change to any other inputs.
Sensitivities
|
Taq Taq
CGU
$m
|
Tawke CGU
$m
|
Netback price +/- $5/bbl
|
+/- 2
|
+/- 30
|
Discount rate +/- 1%
|
+/- 0
|
+/- 8
|
Production +/- 10%
|
+/- 2
|
+/- 32
|
Local sales only for 1 year
|
+/- 0
|
- 19
|
11. Trade and other
receivables
|
2023
|
2022
|
|
$m
|
$m
|
Trade receivables – non-current
|
66.5
|
-
|
Trade receivables – current
|
26.4
|
117.0
|
Other receivables and prepayments
|
7.6
|
4.7
|
|
100.5
|
121.7
|
At 31 December 2023, the Company is owed six months of
payments (31 December 2022: five months).
|
Period when sale made
|
|
|
|
|
Not due
|
Overdue 2023
|
Overdue 2022
|
Deferred 2020
|
Total nominal
|
ECL provision
|
Trade receivables
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
31 December 2023
|
-
|
49.3
|
58.1
|
-
|
107.4
|
(14.5)
|
92.9
|
31 December 2022
|
60.7
|
-
|
44.4
|
16.5
|
121.6
|
(4.6)
|
117.0
|
Movement on trade receivables in the
year
|
2023
$m
|
2022
$m
|
Carrying value at 1 January
|
117.0
|
158.1
|
Revenue from contracts with customers
|
87.6
|
384.8
|
Revenue recognised for suspended ORRI
|
-
|
34.7
|
Cash for export sales
|
(61.2)
|
(473.3)
|
Cash for local sales
|
(41.0)
|
-
|
Offset of payables due to the KRG
|
-
|
(0.1)
|
Reversal of previous year’s expected credit loss (note
1)
|
4.6
|
10.8
|
Expected credit loss for current year (note 1)
|
(14.5)
|
(4.6)
|
Capacity building payments
|
0.2
|
5.2
|
Sarta processing fee payments
|
0.2
|
1.4
|
Carrying value at 31
December
|
92.9
|
117.0
|
Recovery of the carrying value of
the receivable
All trade receivables relate to export sales as the local
sales are on a cash and carry basis. As explained in note 1, the
booked nominal receivable value of $107.4 million has been
recognised based on KBT due to IFRS 15 requirements and it would be
$13 million higher under Brent pricing mechanism. The Company
expects to recover the full value of receivables owed from the KRG
under Brent pricing mechanism, but the terms of recovery are not
determined yet. An explanation of the assumptions and estimates in
assessing the net present value of the deferred receivables are
provided in note 1.
|
Total
$m
|
Booked nominal balance to be recovered
|
107.4
|
Estimated net present value of total cash flows
|
92.9
|
Sensitivities/Scenarios
The table below shows the sensitivity of the net present
value of the overdue trade receivables to start and timing of
repayment that the company has used during its ECL assessment. Each
scenario has been weighted in accordance with the management’s
expected outcome.
NPV14.0 ($m)
|
Months it takes to recover the
nominal amount owed
|
0
|
3
|
6
|
12
|
18
|
24
|
Months until repayment
commences
|
0
|
107
|
105
|
103
|
100
|
97
|
94
|
3
|
103
|
102
|
100
|
97
|
94
|
91
|
6
|
99
|
98
|
97
|
94
|
91
|
88
|
9
|
96
|
95
|
94
|
91
|
88
|
85
|
12
|
93
|
92
|
91
|
88
|
85
|
82
|
12. Cash and cash
equivalents
|
2023
|
2022
|
|
$m
|
$m
|
Cash and cash equivalents
|
363.4
|
494.6
|
|
363.4
|
494.6
|
Cash is primarily invested with major international financial
institutions, in US Treasury bills or liquidity funds. $0.6 million
(2022: $0.1 million) of cash is restricted.
13. Trade and other payables
|
2023
|
2022
|
|
$m
|
$m
|
Trade payables
|
23.0
|
25.3
|
Other payables
|
2.2
|
5.2
|
Accruals
|
32.9
|
53.1
|
|
58.1
|
83.6
|
|
|
|
Non-current
|
0.5
|
1.2
|
Current
|
57.6
|
82.4
|
|
58.1
|
83.6
|
|
|
|
Current payables are predominantly short-term in nature and
there is minimal difference between contractual cash flows related
to the financial liabilities and their carrying
amount. For non-current payables,
liabilities are recognised at discounted fair value using the
effective interest rate. Lease liabilities are included in other
payables, further explanation is provided in note 20.
14. Deferred income
|
2023
|
2022
|
|
$m
|
$m
|
Balance at 1 January
|
13.3
|
20.5
|
Interest (non-cash)
|
1.7
|
1.0
|
Royalty income (non-cash)
|
(0.8)
|
(8.2)
|
Balance at 31 December
|
14.2
|
13.3
|
|
|
|
Non-current (within 1-2 years)
|
8.2
|
6.5
|
Current
|
6.0
|
6.8
|
|
14.2
|
13.3
|
|
|
|
15. Provisions
|
2023
|
2022
|
|
$m
|
$m
|
Balance at 1 January
|
52.2
|
42.6
|
Interest unwind
|
1.8
|
2.6
|
Additions
|
0.7
|
7.0
|
Reversals
|
(9.5)
|
-
|
Balance at 31 December
|
45.2
|
52.2
|
|
|
|
Provisions cover expected decommissioning, abandonment and
exit costs arising from the Company’s assets which are further
explained in note 1. Reversals are related to Sarta and Qara Dagh
licences as a result of the termination of the PSCs.
16. Interest bearing loans and net
cash
|
1 Jan 2023
|
Discount unwind
|
Repurchase
of bond
|
Dividend paid
|
Net other changes1
|
31 Dec 2023
|
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
2025 Bond 9.25%
(non-current)
|
(266.6)
|
(2.7)
|
25.6
|
-
|
-
|
(243.7)
|
Cash
|
494.6
|
-
|
(24.9)
|
(33.5)
|
(72.8)
|
363.4
|
Net cash
|
228.0
|
(2.7)
|
0.7
|
(33.5)
|
(72.8)
|
119.7
|
1
Net other changes are free cash flow plus purchase of own
shares
At 31 December 2023, the fair value of the $248 million
(2022: $274 million) of bonds held by third parties is $236.5
million (2022: $257.6 million).
The Company repurchased $26 million of its existing $274
million senior unsecured bond at a price equal to 93.5% of the
nominal amount.
The bonds maturing in 2025 have two financial covenant
maintenance tests:
Financial covenant
|
Test
|
YE 2023
|
YE 2022
|
Equity ratio (Total equity/Total assets)
|
> 40%
|
55%
|
56%
|
Minimum liquidity
|
> $30m
|
$363.4m
|
$494.6m
|
|
|
|
|
|
1 Jan 2022
|
Discount unwind
|
Repurchase of bond
|
Dividend paid
|
Net other changes1
|
31 Dec 2022
|
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
2025 Bond 9.25% (non-current)
|
(269.8)
|
(2.5)
|
5.7
|
-
|
-
|
(266.6)
|
Cash
|
313.7
|
-
|
(6.0)
|
(47.9)
|
234.8
|
494.6
|
Net cash
|
43.9
|
(2.5)
|
(0.3)
|
(47.9)
|
234.8
|
228.0
|
17. Financial Risk Management
Credit risk
Credit risk arises from cash and cash equivalents, trade and
other receivables and other assets. The carrying amount of
financial assets represents the maximum credit exposure. The
maximum credit exposure to credit risk at 31 December
was:
|
2023
$m
|
2022
$m
|
Trade and other receivables
|
97.4
|
119.1
|
Cash and cash equivalents
|
363.4
|
494.6
|
|
460.8
|
613.7
|
All trade receivables are owed by the KRG. Cash is deposited
with major international financial institutions and the US treasury
that are assessed as appropriate based on, among other things,
sovereign risk, CDS pricing and credit rating.
Liquidity risk
The Company is committed to ensuring it has sufficient
liquidity to meet its payables as they fall due. At 31 December
2023 the Company had cash and cash equivalents of $363.4 million
(2022: $494.6 million).
Oil price risk
The Company’s export revenues are calculated from netback
price and local sales revenues are from a price established on an
arms length basis as further explained in note 1, and a $5/bbl
change in average price across local and export sales would result
in a (loss) / profit before tax change of circa $10
million.
Currency risk
Other than head office costs, substantially all of the
Company’s transactions are denominated and/or reported in US
dollars. The exposure to currency risk is therefore immaterial and
accordingly no sensitivity analysis has been presented.
Interest rate risk
The Company reported borrowings of $243.7 million (2022:
$266.6 million) in the form of a bond maturing in October 2025,
with fixed coupon interest payable of 9.25% on the nominal value of
$248.0 million (2022: $274 million). Although interest is fixed on
existing debts, whenever the Company wishes to borrow new debt or
refinance existing debt, it will be exposed to interest rate risk.
A 1% increase in interest rate payable on a balance similar to the
existing debts of the Company would result in an additional cost of
circa $2.5 million per annum.
Capital management
The Company manages its capital to ensure that it remains
sufficiently funded to support its business strategy and maximise
shareholder value. The Company’s short-term funding needs are met
principally from the cash flows generated from its operations and
available cash of $363.4 million (2022: $494.6 million).
Financial instruments
All financial assets and liabilities are measured at
amortised cost. Due to their short-term nature except interest
bearing loans and non-current portion of trade receivables, the
carrying value of these financial instruments approximates their
fair value. Their carrying values are as follows:
Financial assets
|
2023
$m
|
2022
$m
|
Trade and other receivables
|
97.4
|
119.1
|
Cash and cash equivalents
|
363.4
|
494.6
|
|
460.8
|
613.7
|
Financial liabilities
|
|
|
Trade and other payables
|
55.9
|
78.4
|
Interest bearing loans
|
243.7
|
266.6
|
|
299.6
|
345.0
|
18. Share capital
|
Total
Ordinary Shares
|
|
|
At 1 January 2022 – fully paid1
|
280,248,198
|
|
|
At 31 December 2022, 1 January 2023
and 31 December 2023 – fully paid1
|
280,248,198
|
|
|
|
|
1
Ordinary shares include 845,335 (2022:
845,335) treasury shares. Share capital includes 2,224,090 (2022:
629,769) of trust shares.
There have been no changes to the authorised share capital
since it was determined to be 10,000,000,000 ordinary shares of
£0.10 per share.
19. Dividends
|
2023
|
2022
|
|
$m
|
$m
|
Ordinary shares
|
|
|
Final dividend (2023: 12¢ per share, 2022: 12¢ per
share)
|
33.5
|
33.4
|
Interim dividend (2023: nil, 2022: 6¢ per share)
|
-
|
16.7
|
Total dividends provided for or paid
|
33.5
|
50.1
|
|
|
|
Paid in cash
|
33.5
|
47.9
|
Foreign exchange on dividend paid
|
-
|
2.2
|
Total dividends provided for or paid
|
33.5
|
50.1
|
20. Right-of-use assets / Lease
liabilities
The Company’s right-of-use assets are related to the offices
and included within property, plant and equipment.
|
Right-of-use assets
$m
|
Cost
|
|
At 1 January 2022
|
13.2
|
Disposals due to terminations
|
(0.4)
|
At 31 December 2022 and 1 January 2023
|
12.8
|
Disposals due to terminations
|
(0.3)
|
At 31 December 2023
|
12.5
|
|
|
Accumulated depreciation
|
|
At 1 January 2022
|
(5.1)
|
Depreciation charge for the period
|
(3.7)
|
At 31 December 2022 and 1 January 2023
|
(8.8)
|
Depreciation charge for the period
|
(2.6)
|
At 31 December 2023
|
(11.4)
|
|
|
Net book value
|
|
At 1 January 2022
|
8.1
|
At 31 December 2022
|
4.0
|
At 31 December 2023
|
1.1
|
|
|
2023
|
2022
|
Book value
|
|
$m
|
$m
|
Offices
|
|
1.1
|
1.8
|
Cars
|
|
-
|
0.2
|
Production facility
|
|
-
|
2.0
|
Right-of-use assets
|
|
1.1
|
4.0
|
The weighted average lessee’s incremental borrowing rate
applied to the lease liabilities. The lease terms vary from one to
five years.
Lease liabilities
|
2023
$m
|
2022
$m
|
At 1 January
|
(4.1)
|
(8.3)
|
Additions
|
-
|
-
|
Disposals due to terminations
|
0.3
|
0.5
|
Payments of lease liabilities
|
2.8
|
3.8
|
Interest expense on lease liabilities
|
(0.1)
|
(0.1)
|
At 31 December (note 13)
|
(1.1)
|
(4.1)
|
|
|
|
Included within lease liabilities of $1.1 million (2022: $4.1
million) are non-current lease liabilities of $0.5 million (2022:
$1.2 million). The identified leases have no significant impact on
the Company`s financing, bond covenants or dividend policy. The
Company does not have any residual value guarantees. The
contractual maturities of the Company’s lease liabilities are as
follows:
|
Less than
1 year
$m
|
Between
1 - 2 years
$m
|
Between
2 - 5 years
$m
|
Total contractual cash
flow
$m
|
Carrying
Amount
$m
|
31 December 2023
|
(0.7)
|
(0.3)
|
(0.2)
|
(1.2)
|
(1.1)
|
31 December 2022
|
(3.0)
|
(0.7)
|
(0.5)
|
(4.2)
|
(4.1)
|
21. Share based payments
The Company has five share-based payment plans under which
awards are currently outstanding: performance share plan (2011),
performance share plan (2021), restricted share plan (2011), share
option plan (2011), and deferred bonus plan (2021). The main
features of these share plans are set out below.
Key features
|
PSP (2011)
|
PSP (2021)
|
DBP (2021)
|
RSP (2011)
|
SOP (2011)
|
Form of awards
|
Performance shares. The intention is to deliver the full
value of vested shares at no cost to the participant (as
conditional shares or nil-cost options).
|
Either Performance shares or restricted shares. The intention
is to deliver the full value of vested shares at no cost to the
participant (as conditional shares or nil-cost options).
|
Deferred bonus shares. The intention is to deliver the full
value of shares at no cost to the participant (as conditional
shares or nil-cost options).
|
Restricted shares. The intention is to deliver the full value
of shares at no cost to the participant (as conditional shares or
nil-cost options).
|
Market value options. Exercise price is set equal to the
average share price over a period of up to 30 days to
grant.
|
Performance conditions
|
Performance conditions will apply. Awards granted from 2017
are measured against relative and absolute total shareholder return
(‘TSR’) measured against a group of industry peers over a
three-year period.
|
Performance conditions may or may not apply. Awards granted
with performance conditions are measured against relative and
absolute TSR measured against a group of industry peers over a
three-year period.
|
Performance conditions may or may not apply. For awards
granted to date, there are no performance conditions.
|
Performance conditions may or may not apply. For awards
granted to date, there are no performance conditions.
|
Performance conditions may or may not apply. For awards
granted to date, there are no performance conditions.
|
Vesting period
|
Awards will vest when the Remuneration Committee determines
whether the performance conditions have been met at the end of the
performance period.
|
For awards subject to performance conditions, they will vest
when the Remuneration Committee determines whether the performance
conditions have been met at the end of the performance period. For
awards that are not subject to performance conditions, awards
typically vest in tranches over three years.
|
Awards typically vest after two years.
|
Awards typically vest in tranches over three
years.
|
Awards typically vest after three years.
|
Dividend equivalents
|
Provision of additional cash/shares to reflect dividends over
the vesting period may or may not apply.
|
Provision of additional cash/shares to reflect dividends over
the vesting period and the period where the options have vested and
have not yet been exercised (where applicable) may or may not
apply.
|
Provision of additional cash/shares to reflect dividends over
the vesting period and the period where the options have vested and
have not yet been exercised (where applicable) may or may not
apply.
|
Provision of additional cash/shares to reflect dividends over
the vesting period may or may not apply.
|
Provision of additional cash/shares to reflect dividends over
the vesting period may or may not apply.
|
In 2023, awards were made under the performance share plan
only. The numbers of outstanding shares as at 31 December 2023 are
set out below:
|
Share awards with performance
conditions
|
Share awards without performance
conditions
|
Share options
|
Weighted avg. exercise price of
share options
|
|
Outstanding at 1 January 2022
|
9,508,167
|
1,415,816
|
85,232
|
817p
|
|
Granted during the year
|
2,549,151
|
505,645
|
-
|
-
|
|
Dividend equivalents
|
710,605
|
115,753
|
-
|
-
|
|
Forfeited during the year
|
(2,248,542)
|
-
|
-
|
-
|
|
Lapsed during the year
|
(2,555,194)
|
(125,326)
|
(33,967)
|
753p
|
|
Exercised during the year
|
(11,647)
|
(883,603)
|
-
|
-
|
|
Outstanding at 31 Dec 2022 and 1 Jan 2023
|
7,952,540
|
1,028,285
|
51,265
|
858p
|
|
Granted during the year
|
2,961,900
|
540,834
|
-
|
-
|
|
Dividend equivalents
|
607,589
|
91,973
|
-
|
-
|
|
Forfeited during the year
|
(3,805,594)
|
-
|
-
|
-
|
|
Lapsed during the year
|
(191,374)
|
(191,768)
|
(26,443)
|
767p
|
|
Exercised during the year
|
(64,085)
|
(366,082)
|
(6,370)
|
742p
|
|
Outstanding at 31 December
2023
|
7,460,976
|
1,103,242
|
18,452
|
1,046p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The exercise price for share options outstanding at the end
of the period is 1,046.00p.
Fair value of awards granted during the year has been
measured by use of the Monte-Carlo pricing model. The model takes
into account assumptions regarding expected volatility, expected
dividends and expected time to exercise. Expected volatility was
also analysed with the historical volatility of FTSE-listed oil and
gas producers over the three years prior to the date of grant. The
expected dividend assumption was set at 0%. The risk-free interest
rate incorporated into the model is based on the term structure of
UK Government zero coupon bonds. The inputs into the fair value
calculation for PSP awards granted in 2023 and fair values per
share using the model were as follows:
|
|
PSP (without condition)
06/04/2023
|
PSP
06/04/2023
|
PSP (without condition)
12/09/2023
|
PSP
12/09/2023
|
Share price at grant date
|
|
124p
|
124p
|
82p
|
82p
|
Fair value on measurement date
|
|
124p
|
80p
|
82p
|
43p
|
Expected life (years)
|
|
1-3
|
1-3
|
1-3
|
1-3
|
Expected dividends
|
|
-
|
-
|
-
|
-
|
Risk-free interest rate
|
|
3.25%
|
3.25%
|
4.73%
|
4.73%
|
Expected volatility
|
|
47.21%
|
47.21%
|
42.21%
|
42.21%
|
Share price at balance sheet date
|
|
71p
|
71p
|
71p
|
71p
|
Change in share price between grant date and 31 December
2023
|
|
-43%
|
-43%
|
-13%
|
-13%
|
The weighted average fair value for PSP awards (without
condition) granted in 2023 is 121p and for PSP awards granted in
2023 is 80p.
The inputs into the fair value calculation for PSP awards
granted in 2022 and fair values per share using the model were as
follows:
|
|
PSP (without condition)
04/04/2022
|
PSP
04/04/2022
|
PSP (without condition)
08/09/2022
|
PSP
08/09/2022
|
Share price at grant date
|
|
186p
|
186p
|
137p
|
137p
|
Fair value on measurement date
|
|
186p
|
127p
|
137p
|
82p
|
Expected life (years)
|
|
1-3
|
1-3
|
1-3
|
1-3
|
Expected dividends
|
|
-
|
-
|
-
|
-
|
Risk-free interest rate
|
|
1.41%
|
1.41%
|
3.04%
|
3.04%
|
Expected volatility
|
|
39.76%
|
39.76%
|
41.42%
|
41.42%
|
Share price at balance sheet date
|
|
125p
|
125p
|
125p
|
125p
|
Change in share price between grant date and 31 December
2022
|
|
-33%
|
-33%
|
-9%
|
-9%
|
The weighted average fair value for PSP awards (without
condition) granted in 2022 is 164p and for PSP awards granted in
2022 is 124p.
Total share-based payment charge for the year was $3.7
million (2022: $4.1 million).
22. Capital commitments
Under the terms of its production
sharing contracts (‘PSC’s) and joint operating agreements (‘JOA’s),
the Company has certain commitments that are generally defined by
activity rather than spend. The Company’s capital programme for the
next few years is explained in the operating review and is in
excess of the activity required by its PSCs and
JOAs.
23. Related parties
The directors have identified related parties of the Company
under IAS 24 as being: the shareholders; members of the Board; and
members of the executive committee, together with the families and
companies, associates, investments and associates controlled by or
affiliated with each of them. The compensation of key management
personnel including the directors of the Company is as
follows:
|
|
2023
$m
|
2022
$m
|
Board remuneration
|
|
0.7
|
0.8
|
Key management emoluments and short-term benefits
|
|
4.1
|
6.0
|
Share-related awards
|
|
2.7
|
1.0
|
|
|
7.5
|
7.8
|
There have been no changes in related parties since last year
and no related party transactions that had a material effect on
financial position or performance in the year.
24. Events occurring after the
reporting period
The London-seated international arbitration hearing (factual
and expert evidence) which includes Genel’s claim for substantial
compensation from the KRG following the termination of the Miran
and Bina Bawi PSCs ended on 1 March 2024. The timing of the result
is uncertain but is expected by the end of 2024 following the
Parties making closing written submissions in April 2024 and reply
written submissions in May 2024.
25. Subsidiaries and joint
arrangements
The Company has four joint arrangements in relation to its
producing assets Taq Taq, Tawke, Sarta and pre-production asset
Qara Dagh PSC. The Company holds 44% working interest in Taq Taq
PSC and owns 55% of Taq Taq Operating Company Limited. The Company
holds 25% working interest in Tawke PSC which is operated by DNO
ASA.
For the period ended 31 December 2023 the principal
subsidiaries of the Company were the following:
Entity name
|
|
Country of Incorporation
|
|
Ownership % (ordinary
shares)
|
Barrus Petroleum Cote D'Ivoire Sarl1
|
|
Cote d'Ivoire
|
|
100
|
Barrus Petroleum Limited2
|
|
Isle of Man
|
|
100
|
Genel Energy Africa Exploration Limited3
|
|
UK
|
|
100
|
Genel Energy Finance 4 plc3
|
|
UK
|
|
100
|
Genel Energy Gas Company Limited4
|
|
Jersey
|
|
100
|
Genel Energy Holding Company Limited4
|
|
Jersey
|
|
100
|
Genel Energy International Limited5
|
|
Anguilla
|
|
100
|
Genel Energy Miran Bina Bawi Limited3
|
|
UK
|
|
100
|
Genel Energy Morocco Limited3
|
|
UK
|
|
100
|
Genel Energy No. 6 Limited3
|
|
UK
|
|
100
|
Genel Energy Petroleum Services Limited3
|
|
UK
|
|
100
|
Genel Energy Qara Dagh Limited3
|
|
UK
|
|
100
|
Genel Energy Sarta Limited3
|
|
UK
|
|
100
|
Genel Energy Somaliland Limited3
|
|
UK
|
|
100
|
Genel Energy UK Services Limited3
|
|
UK
|
|
100
|
Genel Energy Yӧnetim Hizmetleri A.Ş.6
|
|
Turkey
|
|
100
|
Taq Taq Drilling Company Limited7
|
|
BVI
|
|
55
|
Taq Taq Operating Company Limited7
|
|
BVI
|
|
55
|
1
Registered office is 7 Boulevard Latrille Cocody, 25 B.P. 945
Abidjan 25, Cote d'Ivoire
2
Registered office is 6 Hope Street, Castletown, IM9 1AS, Isle
of Man
3
Registered office is Fifth Floor, 36 Broadway, Victoria,
London, SW1H 0BH, United Kingdom
4
Registered office is 26 New Street, St Helier, JE2 3RA,
Jersey
5
Registered office is PO Box 1338, Maico Building, The Valley,
Anguilla
6
Registered office is Vadi Istanbul 1 B Block, Ayazaga
Mahallesi, Azerbaycan Caddesi, No:3 Floor: 18, 34396, Sariyer,
Istanbul, Turkey
7
Registered office is Kingston Chambers, P.O. Box 173, Road
Town, Tortola, VG1110, British Virgin Islands
26. Annual report
Copies of the 2023 annual report will
be despatched to shareholders in April 2024 and will also be
available from the Company’s registered office at 26 New
Street, St Helier, Jersey, JE2 3RA and
at the Company’s website – www.genelenergy.com.
27. Statutory financial
statements
The financial information for the year ended 31 December 2023
contained in this preliminary announcement has been audited and was
approved by the Board on 25 March 2024. The financial information
in this statement does not constitute the Company's statutory
financial statements for the years ended 31 December 2023 or 2022.
The financial information for 2023 and 2022 is derived from the
statutory financial statements for 2022, which have been delivered
to the Registrar of Companies, and 2023, which will be delivered to
the Registrar of Companies and issued to shareholders in April
2024. The auditors have reported on the 2023 and 2022 financial
statements; their report was unqualified and did not include a
reference to any matters to which the auditors drew attention by
way of emphasis without qualifying their report. The statutory
financial statements for 2023 are prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted for
use in the European Union. The accounting policies (that comply
with IFRS) used by Genel Energy plc are consistent with those set
out in the 2022 annual report.