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Energean Israel 3Q 2025 Accounts

26th Nov 2025 07:01

RNS Number : 9939I
Energean PLC
26 November 2025
 

 

 

ENERGEAN ISRAEL LIMITED

 

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

 

30 SEPTEMBER 2025

 

 

ENERGEAN ISRAEL LIMITED

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 SEPTEMBER 2025

 

 

 

INDEX

 

 

 

 

Page

 

 

Interim Consolidated Statement of Comprehensive Income

3

Interim Consolidated Statement of Financial Position

4

Interim Consolidated Statement of Changes in Equity

5

Interim Consolidated Statement of Cash Flows

6

Notes to the Interim Consolidated Financial Statements

7-20

 

 

- - - - - - - - - - - - - - - - - - - -

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

NINE MONTHS ENDED 30 SEPTEMBER 2025

30 September 2025

(Unaudited)

 $'000

30 September 2024

(Unaudited)

 $'000

Notes

 

 

 

Revenue

3

845,390

974,889

Cost of sales

4

(433,261)

(441,939)

Gross profit

412,129

 

532,950

 

Administrative expenses

4

(15,838)

(12,879)

Exploration and evaluation expenses

4

(1,994)

-

Other expenses

4

(9)

(448)

Other income

4

9,794

444

Operating profit

404,082

520,067

 

Finance income

5

4,305

7,485

Finance costs

5

(126,742)

(137,724)

Net foreign exchange losses

5

(13,468)

(3,818)

Profit for the period before tax

 

 

 

268,177

 

386,010

 

Taxation expense

6

(61,840)

(88,626)

Net profit for the period

206,337

 

297,384

 

 

Other comprehensive income (loss):

Items that may be reclassified subsequently to profit or loss:

 

15

 

 

 

 

 

Income on cash flow hedge for the period

28,678

744

Income taxes on items that may be reclassified to profit and loss

9

(6,596)

(171)

Other comprehensive Income for the period

 

 

 

22,082

 

573

 

Total comprehensive Income for the period

 

 

 

228,419

 

297,957

 

 

 

 

The accompanying notes are an integral part of the interim consolidated financial statements.

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS OF 30 SEPTEMBER 2025

 

 

30 September 2025

(Unaudited)

$'000

 

31 December 2024

(Audited)

$'000

 

 

 

Notes

 

 

 

ASSETS:

NON-CURRENT ASSETS:

Property, plant and equipment

7

3,056,302

2,917,275

Intangible assets

8

95,493

96,103

Derivative financial instruments

15

10,357

-

Other receivables

10

10,212

9,848

 

 

 

 

3,172,364

3,023,226

CURRENT ASSETS:

Trade and other receivables

10

164,794

121,280

Derivative financial instruments

15

17,976

-

Inventories

11

20,116

16,714

Restricted cash

12(e)

20,847

82,427

Cash and cash equivalents

160,290

157,728

384,023

378,149

TOTAL ASSETS

 

3,556,387

 

3,401,375

EQUITY AND LIABILITIES:

EQUITY:

Share capital

1,708

1,708

Share Premium

212,539

212,539

Hedges Reserve

15

21,816

(266)

Retained earnings

137,986

27,499

TOTAL EQUITY

 

 

 

374,049

241,480

NON-CURRENT LIABILITIES:

Borrowings

12

2,701,939

2,594,213

Decommissioning provisions

89,858

85,357

Deferred tax liabilities

9

80,981

69,046

Trade and other payables

13

18,818

67,044

2,891,596

2,815,660

CURRENT LIABILITIES:

Trade and other payables

13

280,670

262,924

Income tax liability

6

10,072

80,966

Derivative financial instruments

15

-

345

290,742

344,235

TOTAL LIABILITIES

3,182,338

3,159,895

TOTAL EQUITY AND LIABILITIES

 

3,556,387

3,401,375

 

25 November 2025

 

 

 

 

Date of approval of the consolidated financial statements

Panagiotis Benos

Director

Matthaios Rigas

Director

The accompanying notes are an integral part of the interim consolidated financial statements.

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

NINE MONTHS ENDED 30 SEPTEMBER 2025

 

 

 

Share capital

$'000

 

Share Premium

$'000

 

Hedges

Reserve

$'000

 

Retained earnings

$'000

 

Total equity

$'000

Balance as of 1 January 2025 (Audited)

 

1,708

 

212,539

 

(266)

 

27,499

 

241,480

Transactions with shareholders:

Dividend, see note 14

-

-

-

(95,850)

(95,850)

Comprehensive Income:

Profit for the period

-

-

-

206,337

206,337

Other comprehensive income, net of tax

-

-

22,082

-

22,082

Total comprehensive income

-

-

22,082

206,337

228,419

Balance as of 30 September 2025 (Unaudited)

1,708

 

212,539

 

21,816

 

137,986

 

374,049

 

 

 

 

 

 

 

 

 

 

 

Balance as of 1 January 2024 (Audited)

1,708

212,539

 

-

 

74,781

289,028

Transactions with shareholders:

 

 

 

 

 

 

 

Dividend, see note 14

-

-

 

-

 

(276,500)

(276,500)

Comprehensive Income:

 

 

 

 

 

 

 

Profit for the period

-

-

-

297,384

297,384

Other comprehensive loss, net of tax

-

-

573

-

573

Total comprehensive income

-

-

573

297,384

297,957

Balance as of 30 September 2024 (Unaudited)

1,708

 

212,539

 

573

 

95,665

 

310,485

 

 

The accompanying notes are an integral part of the interim consolidated financial statements.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED 30 SEPTEMBER 2025

 

30 September 2025

(Unaudited)

 $'000

 

30 September 2024

(Unaudited)

 $'000

 

Operating activities

Notes

 

Profit for the period before tax

 

268,177

 

386,010

 

Adjustments to reconcile income before taxation to net cash provided by: operating activities:

 

 

Depreciation, depletion and amortisation

4

191,873

182,450

 

Loss from sale on property, plant and equipment (PP&E)

4

-

448

 

Impairment of exploration and evaluation asset

4

1,994

-

 

Other income

4

(294)

-

 

Finance Income

5

(4,305)

(7,296)

 

Finance expenses

5

126,742

137,535

 

Net foreign exchange loss

5

13,468

3,818

 

Cash flow from operations before working capital

597,655

702,965

 

Increase in trade and other receivables

(36,916)

(14,935)

 

Increase in inventories

(3,402)

(5,063)

 

Increase in trade and other payables

36,277

17,475

 

Cash flow from operations

593,614

700,442

 

Income taxes paid

(129,573)

(2,384)

 

Net cash inflows from operating activities

 

464,041

 

698,058

 

Investing activities

 

Payment for purchase of PP&E

7(c)

(350,478)

(227,567)

 

Payment for exploration and evaluation, and other intangible assets

8(b)

(1,457)

(70,286)

 

Amounts received from INGL related to transfer PP&E

7(c)

-

-

1,801

 

Movement in restricted cash, net

12(d)

61,580

20,756

 

Interest received

4,849

8,036

 

Net cash outflow used in investing activities

 

(285,506)

 

(267,260)

 

Financing activities

 

Transaction costs in relation to borrowings

12

(30,957)

-

 

Drawdown of borrowings

12

750,000

-

 

Senior Secured Notes repayment

12

(625,000)

 

Borrowings - interest paid

12

(169,535)

0169,535)

(178,592)

 

Dividends paid (1)

14

(95,850)

(276,500)

 

Other finance cost paid

(3,137)

(891)

 

Finance costs paid for deferred license payments

-

(4,000)

 

Repayment of obligations under leases

13

(3,791)

(4,198)

 

Income on derivatives

15

233

-

 

Net cash outflow used in financing activities

 

(178,037)

 

(464,181)

 

Net increase (decrease) in cash and cash equivalents

498

(33,383)

 

Cash and cash equivalents at beginning of the period

157,728

286,625

 

Effect of exchange differences on cash and cash equivalents

2,064

2,314

 

Cash and cash equivalents at end of period

160,290

255,556

 

(1) An interim dividend of US$28.25 million was declared in May 2025 and was settled through the offset of a loan to the parent company, including accrued interest.

The accompanying notes are an integral part of the interim consolidated financial statements.

NOTE 1: GENERAL

a. Energean Israel Limited (the "Company") was incorporated in Cyprus on 22 July 2014 as a private company with limited liability under the Companies Law, Cap. 113. As of 1 January 2024, the Company is tax resident in the UK by virtue of having transferred its management and control from Cyprus to the UK, with its registered address being at Accurist House, 44 Baker Street, London, Q1U 7AL.

b. The Company and its subsidiaries (the "Group") has been established with the objective of exploration, production and commercialisation of natural gas and hydrocarbon liquids. The Group's main activities are performed in Israel by its Israeli Branch.

c. As of 30 September 2025, the Company had investments in the following subsidiaries:

Name of subsidiary

Country of incorporation / registered office

Principal activities

ShareholdingAt 30 September

 2025(%)

ShareholdingAt 31 December 2024(%)

Energean Israel Transmission LTD

121, Menachem Begin St.Azrieli Sarona Tower, POB 24,Tel Aviv 67012039 Israel

Gas transportation license holder

100

100

Energean Israel Finance LTD

Financing activities

100

100

d. The Group's core assets as of 30 September 2025 were comprised of:

 

Country

Asset

Working interest

Field phase

Israel

Karish including Karish North (1)

100%

Production

Israel

Tanin (1)

100%

Development

Israel

Katlan (Block 12) (2)

100%

Development

Israel

Block 23 (3)

100%

Exploration

Israel

Block 31 (3)

100%

Exploration

 

(1) The concession agreement expires in 2044.

(2) The concession agreement expires in 2054.

(3) Refer to Note 8.

 

e. There have been no significant changes to related parties since 31 December 2024, refer to note 22 in the 2024 Group's annual consolidated financial statements for more information.

 

NOTE 2: Accounting policies and basis of preparation

The interim financial information included in this report has been prepared in accordance with IAS 34 "Interim Financial Reporting". The results for the interim period are unaudited and, in the opinion of management, include all adjustments necessary for a fair presentation of the results for the period ended 30 September 2025. All such adjustments are of a normal recurring nature. The unaudited interim consolidated financial statements do not include all the information and disclosures that are required for the annual financial statements and must be read in conjunction with the Group's annual consolidated financial statements for the year ended 31 December 2024.

The financial statements are presented in U.S. Dollars and all values are rounded to the nearest thousand dollars except where otherwise indicated.

NOTE 2: Accounting policies and basis of preparation (Cont.)

The financial information presented herein has been prepared in accordance with the accounting policies expected to be used in preparing the Group's annual consolidated financial statements for the year ended 31 December 2025 which are the same as those used in preparing the annual consolidated financial statements for the year ended 31 December 2024.

The directors consider it appropriate to adopt the going concern basis of accounting in preparing these interim financial statements. The Going Concern assessment covers the period up to 31 December 2026, "the forecast period".

Israel geopolitical environment - Energean highlights the following as important in relation to its principal risks. Since 7 October 2023, the magnitude of regional geopolitical risk has been elevated. Concerns of escalation in the Middle East have intensified the security risk in the region, as essential infrastructure systems (such as the Energean Power FPSO offshore Israel) may be targets for missile fire and sabotage operations. Any event that impacts production from the Karish and Karish North fields could have a material adverse impact on the business, results of operations, cash flows, financial condition and prospects of the Group. On June 13, 2025, the Ministry of Energy and Infrastructure ordered the temporary suspension of production and activities of the Energean Power FPSO, following geopolitical escalation in the region at the time of the notice. On June 25, 2025, the Ministry of Energy and Infrastructure instructed the safe restart and resumption of production and operations of the Energean Power FPSO, and Energean acted in accordance with the instructions. Apart from this temporary suspension, the Karish and Karish North fields have continued to produce with no disruption since the start of the conflict. Post-period end, a ceasefire was announced by the Israeli Government in October 2025. In the nine month of 2025, Energean has ensured that all measures are in place to continue business operations, maintain the mobility of its people and make certain that the security of information is unaffected.

New and amended accounting standards and interpretations:

The following amendments became effective as of 1 January 2025 and have been applied in the preparation of these consolidated financial statements

· Amendments to IAS 21- Lack of exchangeability.

The adoption of the above standard and interpretations did not lead to any material changes to the Group's accounting policies and did not have any other material impact on the financial position or performance of the Group.

 

NOTE 3: Revenues

30 September 2025

(Unaudited) $'000

30 September 2024

(Unaudited) $'000

Revenue from gas sales (1)

608,780

645,833

Revenue from hydrocarbon liquids sales (2)

236,610

329,056

Total revenue

 

845,390

 

974,889

(1) Sales gas for nine months ended 30 September 2025 totaled approximately 4.0 bcm (billion cubic metres) and for nine months ended 30 September 2024 totaled approximately 4.2 bcm.

(2) Sales from hydrocarbon liquids for nine months ended 30 September 2025 totaled approximately 3,654 kbbl (kilo barrel) and for nine months ended 30 September 2024 totaled approximately 4,310 kbbl.

 

 

 

NOTE 4: Operating profit before taxation

 

30 September 2025

(Unaudited) $'000

30 September 2024

(Unaudited) $'000

(a) Cost of sales

Staff costs

13,156

10,299

Energy cost

1,809

1,819

Royalty payable

149,600

172,516

Depreciation and depletion (Note 7)

190,389

180,988

Other operating costs (1)

77,242

75,094

Oil stock movement

1,065

1,223

Total cost of sales

 

433,261

 

441,939

(b) Administrative expenses

 

 

 

 

Staff costs

4,372

3,475

Share-based payment charge

1,051

867

Depreciation and amortisation (Note 7, 8)

1,484

1,462

Auditor fees

192

252

Other general & administration expenses (2)

8,739

6,823

Total administrative expenses

 

15,838

 

12,879

(c) Exploration and evaluation expenses

Impairment of exploration and evaluation asset (3)

1,994

-

Total exploration and evaluation expenses

 

1,994

 

-

(d) Other expenses

Other expenses

9

448

Total other expenses

 

9

 

448

(e) Other income

 

 

 

 

Insurance compansation(4)

9,500

-

Other income

294

444

Total other income

 

9,794

 

444

(1) Other operating costs comprise of insurance costs and planned maintenance costs.

(2) The Administration expenses mainly consist of intercompany management, legal expenses and external advisors' fees.

(3) The licence for Block 21 expired on 13 January 2025. Capitalized costs associated with Block 21 were written off. (Refer to Note 8)

(4) The amount of US$9.5 million relates to insurance compensation due to remedial work on auxiliary piping systems.

 

 

 

 

 

NOTE 5: Net finance expenses /(income)

30 September 2025

(Unaudited) $'000

30 September 2024

(Unaudited) $'000

Interest on Senior Secured Notes (Note 12)

134,435

127,681

Interest expense on long terms payables

-

1,248

Less amounts included in the cost of qualifying assets (Note 7(A))

(26,047)

(9,242)

108,388

 

119,687

Costs related to parent company guarantees

1,813

2,266

Other finance costs and bank charges

3,377

1,456

Unwinding of discount on trade payable (Note 13(2))

7,239

11,265

Unwinding of discount on provision for decommissioning

6,075

2,923

Unwinding of discount on right of use asset

(1)

389

627

Less amounts included in the cost of qualifying assets (1)

(539)

(500)

18,354

 

18,037

Total finance costs

 

126,742

 

137,724

Interest income from related parties

 

(224)

 

-

Interest income from time deposits

 

(3,833)

 

(7,296)

Income from hedging operations

 

(233)

 

(189)

Other interest income

 

 

(15)

 

-

Total finance income

(4,305)

 

(7,485)

Net foreign exchange losses

13,468

3,818

Net finance costs

135,905

 

134,057

(1) US$219 thousand included in intangible assets additions (See note 8) and US$320 thousand included in Oil and gas assets additions (See note 7).

NOTE 6: Taxation

1. Corporate Tax rates applicable to the Company:

Israel:

The Israeli corporate tax rate is 23% in 2025 and 2024.

United Kingdom:

Starting from 1 January 2024, the company's control and management was transferred from the Republic of Cyprus to the United Kingdom ("UK") and as such the company's tax residency migrated from Cyprus to UK from the first day of the accounting period. The applicable tax rate in the UK is 25%.

Under s.18A of the UK CTA 2009, the Company made an election for the branch of Energean Israel Limited (and any other branches that may open from time to time) to be exempt from UK corporation tax from its first accounting period commencing on 1 January 2024 and all subsequent accounting period.

2. The Income and Natural Resources Taxation Law, 5771-2011 - Israel- the main provisions of the law are as follows:

In April 2011, the Knesset passed the Income and Natural Resources Tax Law, 5771-2011 ("the Law"). The imposition of oil and gas profits levy at a rate to be set as set out below. The rate of the levy will be calculated according to a proposed R factor mechanism, according to the ratio between the net accrued revenues from the project and the cumulative investments as defined in the law. A minimum levy of 20% will be levied at the stage where the R factor ratio reaches 1.5, and when the ratio increases, the levy will increase gradually until the maximum rate of 50% until the ratio reaches 2.3. In addition, it was determined that as from 2017 the maximum rate of the levy as stated will be reduced by multiplying 0.64 with the difference between the corporate tax rate prescribed in section 126 of the Income Tax Ordinance for each tax year and the rate of 18%.

NOTE 6: Taxation (Cont.)

Additional provisions were prescribed regarding the levy, inter alia: the levy will be recognised as an expense for the purpose of calculating income tax; the limits of the levy shall not include export facilities; the levy will be calculated and imposed for each reservoir separately (ring fencing).

In accordance with the provisions of the Law, the Group is not yet required to pay any amount in respect of the said levy, and therefore no liability has been recognised in the financial statements in respect of this payment.

 

3. Taxation charge:

30 September 2025

(Unaudited) $'000

30 September 2024

(Unaudited) $'000

Current income tax charge

(56 501)

(64,599)

Deferred tax relating to origination and reversal of temporary differences (Note 9)

(5,339)

(24,027)

Total taxation expense

(61,840)

(88,626)

 

 

 

NOTE 7: Property, Plant and Equipment

a. Composition:

 

 

Oil and gas Assets

$'000

 

Leased assets

$'000

 

Furniture, fixtures and equipment

$'000

 

 

Total

$'000

 

Cost:

 

 

 

 

 

 

 

 

 

At 1 January 2024

 

2,979,038

 

16,986

 

2,390

 

2,998,414

 

Additions (1)  

172,421

1,363

351

174,135

 

Transfer from Intangible Assets (2)  

205,324

-

-

205,324

 

Disposals

(448)

-

-

(448)

 

Capitalised borrowing cost (3)  

15,348

-

-

15,348

 

Change in decommissioning provision

(11,207)

-

-

(11,207)

 

Total cost at 31 December 2024 (Audited)

 

3,360,476

 

18,349

 

2,741

 

3,381,566

 

Additions (1)  

302,939

6,647

503

310,089

 

Lease modifications (4)

-

(11,237)

-

(11,237)

 

Capitalised borrowing cost (3)  

26,047

-

-

26,047

 

Change in decommissioning provision

(1,574)

-

-

(1,574)

 

Total cost at 30 September 2025

 

3,687,888

 

13,759

 

3,244

 

3,704,891

 

 

Depreciation:

 

At 1 January 2024

 

195,124

 

4,425

 

1,034

 

200,583

 

Charge for the year

258,328

4,962

418

263,708

 

 

 

 

 

 

Total depreciation at 31 December 2024 (Audited)

 

453,452

 

9,387

 

1,452

 

464,291

 

Charge for the period

187,541

3,576

371

191,488

 

Lease modifications (4)  

-

(7,190)

-

(7,190)

 

Total Depreciation at 30 September 2025 (Unaudited)

 

640,993

 

5,773

 

1,823

 

648,589

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2024 (Audited)

 

2,907,024

 

8,962

 

1,289

 

2,917,275

 

At 30 September 2025 (Unaudited)

 

3,046,895

 

7,986

 

1,421

 

3,056,302

 

 

(1)  The additions to oil and gas assets for the period of nine months ended 30 September 2025 mainly relates to Katlan development. In February 2024, Karish North first gas was achieved and the second gas export riser was completed. The second oil train lift was safely and successfully performed in Q4 2024; commissioning activities are ongoing and are expected to complete around year- end 2025, which will result in an increase in liquids production capacity.

(2) Final Investment Decision ("FID") for Katlan was made in July 2024, and the concession agreement was granted in the same month, which expires in 2054. Refer to note 8 for further details.

(3) Borrowing costs capitalised for qualifying assets during the year are calculated by applying a weighted average interest rate of 6.83% for the period ended 30 September 2025 (for the year ended 31 December 2024: 3.93%).

(4) The lease modification pertains to the termination of vessel lease in May 2025.

 

 

 

 

NOTE 7: Property, Plant and Equipment (Cont.)

 

b. Depreciation expense for the year has been recognised as follows:

30 September 2025

(Unaudited) $'000

30 September 2024

(Unaudited) $'000

Cost of sales

190,389

180,988

Administration expenses

1,099

1,151

Total

191,488

182,139

 

c. Cash flow statement reconciliations:

30 September 2025

(Unaudited) $'000

30 September 2024

(Unaudited) $'000

Additions and disposals to property, plant and equipment, net

 

323,325

112,841

 

Associated cash flows

Payments and receipts for additions to property, plant and equipment, net

(350,478)

(225,766)

Non-cash movements/presented in other cash flow lines

Capitalised borrowing costs

(26,047)

(9,742)

Right-of-use asset additions

(6,647)

(1,129)

Lease modifications

11,237

-

Change in decommissioning provision

 

1,574

(4,432)

Lease payments related to capital activities

 

3,791

4,198

Movement in working capital

43,245

124,030

 

d. Details of the Group's rights in petroleum and gas assets are presented in note 1.

 

 

 

NOTE 8: Intangible Assets

a. Composition:

 

 

Exploration and evaluation assets

$'000

 

Software licenses

$'000

 

Total

$'000

Cost:

At 1 January 2024

166,466

2,330

168,796

Additions

133,224

536

133,760

Transfer to Property Plant and Equipment (*)

(205,324)

-

(205,324)

31 December 2024 (Audited)

 

94,366

 

2,866

 

97,232

Additions

1,617

152

1,769

At 30 September 2025 (Unaudited)

 

95,983

 

3,018

 

99,001

Amortisation:

 

 

 

 

 

 

At 1 January 2024

-

631

631

Charge for the year

-

498

498

Total Amortisation at 31 December 2024 (Audited)

 

-

 

1,129

 

1,129

Impairment of exploration and evaluation assets (note 8(d))

1,994

-

1,994

Charge for the period

-

385

385

Total Amortisation at 30 September 2025 (Unaudited)

 

1,994

 

1,514

 

3,508

 

 

 

 

 

At 31 December 2024 (Audited)

 

94,366

 

1,737

 

96,103

At 30 September 2025 (Unaudited)

 

93,989

 

1,504

 

95,493

The additions to exploration and evaluation assets in 2024 are mainly related to pre-FID costs for Block 12 "Katlan".

(*) Katlan Final Investment Decision

In July 2024, the Ministry of Energy and Infrastructure granted the Company a 30-year concession for the Katlan area including a 20-year extension option. Following this, Energean announced in July 2024 that it had taken FID for the Katlan development project in Israel. The Katlan area is being developed in a phased approach through a subsea tieback to the existing Energean Power FPSO. First gas is planned for H1 2027. The EPCI (Engineering, Procurement, Construction and Installation) contract for the subsea scope was awarded to Technip FMC.

b. Cash flow statement reconciliations:

30 September 2025

(Unaudited) $'000

30 September 2024

(Unaudited) $'000

Additions to intangible assets

1,769

132,580

Associated cash flows

 

Payment for additions to intangible assets

(1,457)

(70,286)

Non-cash movements/presented in other cash flow lines

 

Movement in working capital

(312)

(62,294)

 

 

 

 

NOTE 8: Intangible Assets (Cont.)

c. Details on the Group's rights in the intangible assets:

Right

Type of right

Valid date of the right

Group's interest as at

30 September 2025

Block 23

Exploration license

13 January 2027

100%

Block 31

Exploration license

13 January 2027

100%

d. Additional information regarding the Exploration and Evaluation assets:

As of 30 September 2025, the Group holds two licences to explore for gas and oil, Block 23 and Block 31, which are located in the economic waters of the State of Israel. In January 2025 the licences for Blocks 23 and 31 were extended until 13 January 2027.

The licence for Block 21 was not extended and expired on 13 January 2025.

 

NOTE 9: Deferred taxes

The Group is subject to corporation tax on its taxable profits in Israel at the rate of 23%. The Capital Gain Tax rates depends on the purchase date and the nature of asset. The general capital tax rate for a corporation is the standard corporate tax rate.

Tax losses can be utilised for an unlimited period, and tax losses may not be carried back.

According to Income Tax (Deductions from Income of Oil Rights Holders) Regulations, 5716-1956, the exploration and evaluation expenses of oil and gas assets are deductible in the year in which they are incurred.

Below are the items for which deferred taxes were recognised:

Property, plant and equipment & intangible assets

$'000

Right of use asset

IFRS 16

$'000

 

Tax losses

$'000

Deferred expenses for tax

$'000

Staff leaving indemnities

$'000

Accrued expenses and other shortterm liabilities and other longterm liabilities

$'000

 

Derivative asset/ liability

$'000

 

Total

$'000

At 1 January 2024

(61,050)

(2,888)

8,983

4,082

337

3,551

 

-

 

(46,985)

Increase/(decrease) for the year through:

 

 

 

 

Profit or loss

(12,040)

860

(8,983)

(1,373)

(45)

(559)

 

-

 

(22,140)

Other comprehensive income

-

-

-

-

-

-

 

79

 

79

At 31 December 2024 (Audited)

(73,090)

 

(2,028)

 

-

 

2,709

 

292

 

2,992

 

79

 

(69,046)

 

 

 

 

 

 

 

 

 

At 1 January 2025

(73,090)

(2,028)

-

2,709

292

2,992

79

(69,046)

Increase/(decrease) for the period through:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit or loss

(5,048)

191

-

(493)

54

(43)

-

(5,339)

Other comprehensive loss

-

-

-

-

-

-

(6,569)

(6,569)

At 30 September 2025 (Unaudited)

(78,138)

 

(1,837)

 

-

 

2,216

 

346

 

2,949

 

(6,517)

 

(80,981)

 

 

NOTE 9: Deferred taxes (Cont.)

 

30 September 2025

(Unaudited) $'000

31 December 2024 (Audited)

$'000

Deferred tax liabilities

(86,492)

(75,118)

Deferred tax assets

5,511

6,072

 

(80,981)

 

(69,046)

NOTE 10: Trade and other receivables

30 September 2025 (Unaudited)

$'000

31 December 2024 (Audited)

$'000

Current

Financial items

Trade receivables

Trade receivables

141,395

108,085

Receivables from related parties

6

330

Other receivables (1)

5,549

5,038

Accrued interest income

33

1,048

146,983

 

114,501

Non-financial items

Prepayments

11,070

6,779

Refundable excise

6,741

-

17,811

 

6,779

Total current trade and other receivables

164,794

 

121,280

 

 

 

 

Non-current

 

 

 

Non-financial items

 

 

 

Deposit and prepayments

10,089

8,812

Deferred expenses in relation to Loans

123

1,036

Total non-current other receivables

10,212

 

9,848

(1) The balance relates mainly to the final amount related the agreement with Israel Natural Gas Lines ("INGL") for the transfer of title (the "Hand Over") of the near shore and onshore segments of the infrastructure that delivers gas from the Energean Power FPSO into the Israeli national gas transmission grid of approximately US$5 million in total and is expected to be received over the course of the next year.

NOTE 11: Inventories

30 September 2025

(Unaudited)

$'000

31 December 2024

(Audited)

$'000

Hydrocarbon liquids

2,488

3,581

Natural gas

511

502

Raw materials and supplies

17,117

12,631

Total

 

20,116

 

16,714

 

NOTE 12: Borrowings

a. Senior secured notes (the "Notes"):

On 24 March 2021 (the "Issue Date"), Energean Israel Finance Ltd (a 100% subsidiary of the Company) issued US$2,500 million of senior secured notes. The proceeds were primarily used to prepay in full the Project Finance Facility.

On 11 July 2023, Energean Israel Finance Ltd completed the offering of US$750 million aggregate principal amount of the Notes bearing a fixed annual interest rate of 8.500%. The proceeds were used mainly to repay the US$625 million Notes series due in March 2024. On 21 September 2025, Energean Israel Finance Ltd redeemed in full the US$625 million Notes series due in March 2026.

US$750 Million Term Loan:

In February 2025 Energean Israel Finance Ltd signed a 10-year, senior-secured term loan with banking corporation in Israel as the facility agent and arranger for US$750 million (the "Term Loan" and the "Term Loan Agent", respectively). The purpose of Term Loan was to refinance its 2026 senior secured notes and provide additional liquidity for the Katlan development. Up to US$475 million is in US dollars and up to US$275 million is in New Israeli Shekel. The Term Loan bears a floating interest rate of SOFR plus a margin on the USD component and the Bank of Israel (BOI) rate plus a margin on the ILS component. The Term Loan is secured on the assets of the Group (including the Company's shares), pari passu with the senior secured Notes, non-recourse to Energean plc and has a bullet repayment in 2035 (refer to note 12(d) for related collaterals).

During the nine month of 2025, Energean Israel Finance Ltd drew down the full US$750 million amount of the Term Loan.

 

b. Composition:

Series

Type

Maturity

Annual Interest rate

30 September 2025 (Unaudited)

Carrying value

 $'000

31 December 2024 (Audited)

Carrying value

 $'000

Non-current

US$ 625 million

Senior secured notes

30/03/2026

4.875%

-

622,102

US$ 625 million

Senior secured notes

30/03/2028

5.375%

620,809

619,602

US$ 625 million

Senior secured notes

30/03/2031

5.875%

618,491

617,689

US$ 750 million

Senior secured notes

30/09/2033

8.500%

735,725

734,820

US$ 275 million

Term Loan 

26/02/2035

3.1%+ BOI

270,084

-

US$ 475 million

Term Loan 

26/02/2035

4.25%+ SOFR

456,830

-

 

 

 

 

Total

2,701,939

 

2,594,213

 

The interest on each series of the Notes and loan is paid semi-annually, on 30 March and on 30 September of each year.

The Notes are listed on the TACT Institutional of the Tel Aviv Stock Exchange Ltd. ("TASE").

With regards to the indenture document, signed on 24 March 2021 with HSBC BANK USA, N.A (the "Trustee"), no indenture default or indenture event of default has occurred and is continuing.

c. Collateral:

The Company has provided/undertakes to provide the following collateral in favor of HSBC BANK USA, N.A, which serves as the "Collateral Agent" under both the Notes and the Term Loan:

1) First rank fixed charges over the shares of Energean Israel Limited, Energean Israel Finance Ltd and Energean Israel Transmission Ltd, the Karish & Tanin Leases, the gas sales purchase agreements ("GSPAs"), several bank accounts, operating permits, insurance policies, the Company's exploration licences and the INGL Agreement.

2) Floating charge over all of the present and future assets of Energean Israel Limited and Energean Israel Finance Ltd (except specifically excluded assets).

3) The Energean Power FPSO.

 

 

NOTE 12: Borrowings (Cont.)

d. Restricted cash:

As of 30 September 2025, the Company had short-term restricted cash of US$20.85 million (31 December 2024: US$82.43 million), which will be used mainly for the March 2026 interest payment.

NOTE 13: Trade and other payables

30 September 2025 (Unaudited)

$'000

31 December 2024 (Audited)

$'000

Current

Financial items

Trade accounts payable

172,186

140,840

Payables to related parties

17,662

11,021

Other creditors (1)

41,704

35,468

Short term lease liabilities

6,908

5,296

 

 

238,460

 

192,625

Non-financial items

Accrued expenses

23,403

24,480

Other finance costs accrued

447

41,133

VAT payable

12,139

4,182

Deferred revenues

5,530

-

Social insurance and other taxes

691

504

 

 

42,210

 

70,299

 Total current trade and other payables

 

280,670

 

262,924

Non-current

Financial items

Trade and other payables (2)

15,817

61,758

Long term lease liabilities

2,019

4,767

17,836

 

66,525

Non-financial items

 

 

 

Accrued expenses to related parties

982

519

 

 

982

 

519

Total non-current trade and other payables

18,818

 

67,044

(1) The amount mainly comprises of royalties payables to the Israel government and third parties with regards to the Karish Lease, including US$15.1 million (2024: US$12.9 million) of royalties payable to third parties. Contractual royalties are payable to third-party holders at a total rate of 7.5%, increasing to 8.25% after the date at which the lease in question starts to pay the oil and gas profits levy. The royalty payable to third-party holders under the Sale Purchase Agreement (SPA( is calculated on the value of the total amount of natural gas and condensate produced at the wellhead without any deduction (except for natural gas and Petroleum (as defined under the Petroleum Law) used in the production process). No contractual royalties under the SPA will be payable on future discoveries that were not part of the original acquisition of the Karish and Tanin leases.

 

 

 

 

NOTE 13: Trade and other payables (Cont.)

(2) The amount represents a long-term amount payable in terms of the EPCIC (Engineering, Procurement, Construction, Installation and Commissioning) contract to Technip. According to the agreement with the EPCIC contractor, the last US$210 million of the consideration is payable in 12 equal quarterly deferred payments beginning in March 2024 and as such has been discounted at 8.67% per annum (being the yield rate of the senior secured loan notes, maturing in 2026, as at the date of agreeing the payment terms). As of 30 September 2025, 7 installments have been paid.

NOTE 14: Equity

Interim dividends:

During the reporting period dividends of US$95.9 million were declared and paid (2024: US$276.5 million).

 

NOTE 15: Financial Instruments

Fair Values of other financial instruments

The following financial instruments are measured at amortised cost and are considered to have fair values different to their book values.

30 September 2025 (Unaudited)

31 December 2024 (Audited)

 

Book Value $'000

Fair value $'000

Book Value $'000

Fair value $'000

Senior Secured Notes (Note 12(a))

1,975,025

2,006,750

2,594,213

2,485,589

The fair value of the Senior Secured Notes is within level 1 of the fair value hierarchy and has been determined with reference to market prices at the reporting date.

The fair values of other financial instruments not measured at fair value, including cash and short-term deposits, trade receivables, trade and other payables and the Term Loan which equate approximately to their carrying amounts.

Cash Flow Hedging

In addition to the hedging agreements described in the 2024 annual consolidated financial statements, in February 2025 the Group entered into a forward transaction to hedge against foreign currency volatility risk associated with its forecasted payment to the EPCI contractor for its Katlan development. The forward contracts are subject to different maturity dates and are designed to match the payments for completion of Katlan Subsea development milestones under the host contract. Multi-currency instruments are effective from April 2025 to August 2027.

The hedge relationship was deemed effective at inception, and in accordance with the Group's accounting policy, the transaction was subject to cash flow hedge accounting.

Consequently, as of 30 September 2025, the Group recorded a derivative asset of US$28.3 million, and other comprehensive income of US$28.7 million, during the reporting period (31 December 2024, the Group recorded a derivative liability of US$0.3 million, and other comprehensive income of US$0.3 million during 2024).

Financial risk management objectives

In addition to the risks discussed in the consolidated annual financial statements, due to the new term Loan obtained in March 2025 (refer to note 12(b)), the Company became exposed to interest rate risk. The Group carefully considers the future impact of the floating interest fluctuation and will consider mitigation plans as needed and implement accordingly.

 

 

 

 

NOTE 16: Significant events and transactions during the reporting period

a. Approximately US$2 billion binding term sheet signed with Dalia Energy Companies Ltd in January 2025 for gas sales in Israel. The binding term sheet contains provisions regarding floor pricing, take or pay and price indexation linked to CPI (not Brent-price linked). The terms agreed are in line with the other material, long-term contracts within the Company portfolio. For more details see Note 17(d).

 

b. The Company has signed a Gas Sale and Purchase Agreement ("GSPA") with Kesem Energy Ltd ("Kesem"). The contract is for the supply of gas to Kesem's new power plant, which is estimated to be operational before the end of the current decade. The contracted supply is approx. 1 bcm/year from around the middle of the 2030s with limited quantities of gas supplied intermittently before then. The contract represents over US$2 billion in revenues and approx.12.5 bcm in contracted supply over the approx. 17-year period. The contract contains provisions regarding floor pricing, take or pay and price indexation (not Brent-price linked). The terms of GSPA are in line with the other material, long-term contracts within the Company portfolio.

 

c. On June 13, 2025, Energean received notice from the Ministry of Energy and Infrastructure ordering the temporary suspension of production and activities of the Energean Power FPSO, following the geopolitical escalation in the region at the time of the notice. On June 25, 2025, Energean received notice from the Ministry of Energy and Infrastructure, instructing the safe restart and resumption of production and operations at its Energean Power FPSO. Energean acted in accordance with the Ministry of Energy and Infrastructure's instructions. For more details see Note 2.

 

 

NOTE 17: Subsequent events

a. An interim dividend of US$33.19 million was declared and paid in October 2025.

 

b. On 22 October 2025 the Company signed a new unsecured 10-year term loan facility agreement with banking corporation in Israel for US$70 million ("Unsecured Term Loan"), to fund the development of the Nitzana pipeline (see note 17(c)). The Unsecured Term Loan bears a floating interest rate of SOFR plus a margin and non-utilization fee.

On 27 October, the Company drew US$33.2 from the above facility loan for the initial 40% downpayment.

 

c. On 23 October 2025 the Company signed a transmission agreement with INGL for capacity in the Nitzana pipeline.

The agreed terms in the transmission agreement are for the supply of up to 1 bcm/year for a 15-year period, with provisions for extensions and early termination. The terms also include rights, during the construction phase, to access available capacity in the Jordan-North pipeline. Nitzana is expected to be operational no later than 36 months from end of October 2025.

The Company's 16.4% share of the construction costs for the pipeline and compression station is expected to be approximately US$100 million and will primarily be funded via the Unsecured Term Loan. Following an initial 40% downpayment, which was paid in October 2025, the remaining cost balance will be paid according to construction milestones via drawdown under the Unsecured Term Loan and cash on hand.

 

d. Further to the information presented in Note 16(a), on 25 November 2025 the Company signed a GSPA with Dalia Energy Companies Ltd representing over US$2 billion in contracted revenues. The contract is for approximately 0.5 bcm/year from around January 2030 and then approximately 1.2 bcm/year from June 2035 onwards, and excludes supply in the summer months (June to September) between 2030-2034.

 

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