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Final Results

5th Mar 2013 07:00

RNS Number : 2023Z
Ophir Energy Plc
04 March 2013
 



 

 

 

Ophir Energy plc

 

Preliminary Results for the year ended 31 December 2012

 

 

London, 4 March 2013: Ophir Energy Plc ("Ophir" or the "Group") announces its preliminary results for the full year ended 31 December 2012.

2012 Financial and Corporate Events

·; Successfully completed acquisition of Dominion Petroleum Limited (Dominion) in February 2012; added assets to Ophir's portfolio in Tanzania (Block 7) and Kenya (Blocks L-9 and L-15)

·; Continued focus on capital discipline; 896 MMBOE of net contingent resources discovered at finding cost of US$0.58/BOE

·; Placed 30.5 million shares in April 2012, raising US$242 million to part-finance Ophir's ongoing exploration programme

·; Net cash position at year-end of US$228 million

 

2012 Operational Milestones

·; Drilled six exploration and two appraisal wells, with 100 per cent success rate

·; Increased net contingent resources by 896 MMBOE (377%), from 210 MMBOE to 1.106 BBOE

·; Acquired ten new seismic programmes and four new deepwater licenses, covering 13,000km2 and 17,916 km2 respectively; reaffirmed Ophir's position as sixth largest net acreage holder offshore Africa

·; Following acquisition of Dominion, Ophir is now the largest independent oil and gas exploration company in terms of net acreage in the deepwater East African play

·; Continued to focus on optimising and rationalising the asset portfolio, acquired Dominion, sold DRC asset and commenced Uganda exit

·; Continued to operate to the highest HSE standards; 100% drilling rate with no lost time incidents

 

Key Operational Events

 

Tanzania

·; Completed a successful three-well exploration programme in Tanzania with JV partner BG Group, with discoveries made with each of the Jodari-1 and Mzia-1 wells in Block 1 and the Papa-1 well in Block 3

o Jodari: 3.4 TCF mean recoverable gas with an upside P10 case of 3.7TCF

o Papa-1: 0.5 - 2.0 TCF of gas in place in Block 3

o Mzia-1: Mean estimate of in-place gas resource increased to 6 TCF

·; Total discovered gas in-place resources for Blocks 1, 3 and 4 were increased to 13.5 - 21TCF, meeting the threshold for a two-train LNG development

·; In Tanzania, the Joint Venture resumed its drilling in Block 1 with a three-well appraisal programme: Jodari South-1, Jodari South ST-1 (a deviated side-track) and Jodari North 1; Its objective was to confirm the Jodari field as an anchor asset to support Tanzania's first multi-train LNG development

·; Separately, a seismic programme was completed to define drilling prospects for the East Pande Block

·; Following the acquisition of Dominion, Block 7 was added to the Tanzania acreage; 2D seismic was acquired on the acreage

 

Kenya

·; Following the acquisition of Dominion, Blocks L-9 and L-15 in were added to the portfolio

·; 3D seismic data was acquired on both of these blocks

 

Gabon

·; Undertook a 3D seismic programme across Mbeli and Ntsina licenses designed to identify and define pre-salt targets, plus a second 3D seismic programme across the Manga and Gnondo licenses to define post salt targets

 

Equatorial Guinea

·; Completed a successful three-well drilling campaign in with discoveries at Tonel-1, Fortuna West and Fortuna East

o Tonel 1 (R-4): 814 BCF mean recoverable gas

o Fortuna East-1: 421 BCF mean recoverable gas

o Fortuna West-1: 677 BCF mean recoverable gas

·; The Group increased its 2C resource estimate for Block R to 2.3 TCF and reduced the risk on the remaining estimated 10 TCF of inventory

 

Ghana

·; Ophir entered Ghana with a 20% participating interest in the Offshore Accra Contract area and obtained consent to operate

 

Nick Cooper, CEO of Ophir Energy plc commented:

"2012 has been a successful year for Ophir Energy. The group achieved a 100 per cent success rate with the drill bit across six exploration and two appraisal wells, reaffirming Ophir's reputation as a leading explorer in Africa.

 

The Group's strategy is to focus on significant, operated equity positions in plays with substantial running room, to fund extensive 3D seismic acquisition, and to partner with leading oil companies to deliver high impact, deepwater drilling programmes.

 

We have made good progress over the past year. Ophir is now the sixth largest net acreage holder offshore Africa and has acquired ten 3D seismic programmes in 2012. The Group's 2012 drilling discovered ca. 896 MMBOE of net contingent resources during the year and the Group's total discovered resources increased 377% in 2012 to an estimate 1.106 BBOE at year end.

 

2013 has the potential to be another exciting year for Ophir, with a 10+ well drilling programme that has the potential to transform the portfolio again."

 

Ends

 

For Further Enquiries please contact:

 

Ophir Energy plc +44 (0)20 7290 5800

Nick Cooper, CEO

Stephanie Prior, Senior Commercial Manager

 

Brunswick Group +44 (0)20 7404 5959

Patrick Handley

Elizabeth Adams

 

Notes to Editors

Ophir Energy (OPHR.LN) is an African focussed, upstream oil and gas resource company which is a member of the FTSE 250. The Group's headquarters are located in London (England), with operational offices in Perth (Australia), Malabo (Equatorial Guinea), Accra (Ghana), Dar es Salaam and Mtwara (Tanzania), Port Gentil, (Gabon) and Nairobi (Kenya).

 

Ophir is the sixth largest deepwater acreage holder offshore Africa, present in four key emerging sub-Saharan exploration themes, and the largest net acreage holder in offshore East Africa.

 

For further information on Ophir, please refer to www.ophir-energy.com

 

CHAIRMAN'S AND CHIEF EXECUTIVE OFFICER'S JOINT REVIEW

 

OPHIR MADE OUTSTANDING OPERATIONAL PROGRESS IN 2012 - REINFORCING ITS REPUTATION AS A LEADING AFRICAN EXPLORER.

 

The Group drilled six exploration and two appraisal wells with a 100% success rate; ten seismic programmes were acquired and two new country entries were completed, into Kenya and Ghana. Financially the Group completed a US$242 million placing in April[1] 2012 and ended the year with a cash position of US$228 million.

 

The past year has reaffirmed Ophir's reputation as a leading African explorer. The success of 2012 is a direct result of continued focus on creating value with the drill bit. The Group's competitive advantage rests in a commitment to geoscience, diverse and prospective portfolio, effective capital management and deepwater drilling excellence.

 

Ophir's business model is first to secure significant, operated equity positions in plays with substantial running room; secondly to fund extensive 3D seismic acquisition; and thirdly to partner with leading oil companies for deepwater exploration around Africa. As the sixth largest net acreage holder offshore Africa and having recently acquired a significant library of additional high quality 3D seismic data across most of this acreage, the Group is positioned to create further value from this model in the coming years. The on-going seismic interpretations have further increased Ophir's drilling inventory to over 3.0 BBOE of net risked prospective resources before Government back-in. This inventory will enable near continuous, high impact drilling through 2013 and beyond.

 

Commitments to Health, Safety and the Environment (HSE) and to Corporate Social Responsibility (CSR) are fundamental to Ophir's business practices. The Group is dedicated to high-quality HSE performance, and is pleased to report another lost time incident free year in 2012. At the same time, the Group strives to make a lasting, positive difference to the countries and communities that host its operations. Ophir values highly its country relationships, its reputation as a responsible corporate citizen and is committed to sensitive and sustained CSR programmes.

 

In 2012, Ophir has again delivered against its business plan and created significant value for shareholders: the Group discovered an estimated 896 MMBOE of net contingent resources[2] (an increase of 377%) for a top quartile finding cost of US$0.58/BOE.

 

In East Africa, 2012 highlights include the Group's three significant, back-to-back exploration gas discoveries with the Jodari, Mzia and Papa wells, drilled with its Joint Venture partner BG Group in Tanzania, adding a combined 631 MMBOE of net contingent resources[3]. The appraisal of the Jodari and Mzia discoveries began towards year end. In addition, with the completion in February 2012 of the acquisition of Dominion Petroleum Limited (Dominion), the Group secured new acreage in Block 7 (Tanzania) and Blocks L9 and L15 (Kenya). These additions made Ophir the largest independent oil and gas exploration company in terms of net acreage in the deepwater East African play. Seven additional seismic programmes have been acquired in 2012 by the Group across its East African acreage, a substantial investment that is now starting to pay off with the identification of significant new plays and prospects that are scheduled for drilling in 2013 and beyond.

 

In northern Tanzania, the initial mapping of recently received seismic data in Block 7, has identified new prospectivity off the Dar es Salaam coastline, including the 20+ TCF estimated recoverable resource Mlinzi prospect. The Group plans to target Mlinzi as part of its 2013 operated drilling campaign.

 

In southern Tanzania, preliminary interpretation of the newly acquired outboard Kusini 3D seismic in Block 1, located across the international border from the significant recent Mozambique discoveries, has identified a series of prospects in both amalgamated channel and basin floor settings.

 

Looking to 2013 in East Africa, Ophir and BG Group will complete Tanzania's first offshore testing programme and then plan to recommence exploration and expects to drill the first well into this outboard terrain. Elsewhere, Ophir will begin its own operated exploration drilling in 2H 2013, with potential play opening wells planned in the Block 7 and East Pande licenses (Tanzania) and in the L9 licence (Kenya).[4]

 

In West Africa, 2012 highlights include the Group's three successful exploration wells in Block R, Equatorial Guinea. The Tonel, Fortuna East and Fortuna West discoveries added a combined 262 MMBOE of net contingent resources and have partially de-risked a further drilling inventory. Total net contingent resources on Block R have exceeded pre-drill expectations and are now estimated at 312 MMBOE[5]. Discussions are now in progress with the authorities and with prospective partners regarding commercialisation of these resources via LNG export.

 

In December 2012, Ophir entered Ghana by taking a 20% operated stake in the Offshore Accra PSC, targeting potential continuation of the regional West African Transform Margin play. In Gabon, Ophir acquired three 3D surveys during 2012 - one focused on the pre-salt play and the other two targeted the Maastrichtian play that has been recently identified in the offsetting Sergipe-Alagoas Basin of Brazil. Processing of these datasets is nearing completion.

 

In 2013 in West Africa, planning for an extensive drilling programme is underway. Ophir intends to drill one well in Ghana commencing in July and up to three wells in Gabon commencing in late 2013, two of which will be pre-salt targets with our Joint Venture partner Petrobras. A further exploration and appraisal drilling programme is also envisaged in Equatorial Guinea, after the introduction of new partners into the licence.

 

The Board is justifiably proud of Ophir's talented team, who are based in various locations in Africa, Australia and the UK. The Board thanks them for their contribution to the successes in 2012. This team has continued to grow during the year, particularly in the key geoscience and drilling functions, and Ophir is proud to be able to continue to attract top talent. In 2012, Dr Alan Stein, a co-founder of the company, stepped down from his executive and Board roles. Alan's contribution to Ophir's growth has been immense and the Board thanks him and wishes him well for the future.

 

2012 proved to be a successful and significant year for Ophir, with the eight wells drilled delivering six exploration successes and two appraisal successes and finding 896 MMBOE[6] of additional net resource. 2013 sees the Group planning a 10+ well programme across a series of oil and gas plays. The Board would like to thank Ophir's shareholders for their continued support in 2012. Looking forward, the 2013 drilling programme has the potential to transform the portfolio yet again.

 

 

OPHIR CONTINUES TO ESTABLISH ITSELF AS A PRE-EMINENT AFRICAN ENERGY COMPANY THROUGH THE STRENGTH OF ITS RELATIONSHIPS AND TEAM AND THE WAY IT EXPLORES AND MANAGES ITS PORTFOLIO.

 

 

ESTABLISH RELATIONSHIPS IN AFRICA

Ophir's overarching strategy continues to consolidate the Group's position as the leading independent African energy company. To this end Ophir has access to an extensive network of relationships in Africa. By combining these relationships with its geoscience and commercial expertise Ophir has acquired and developed a diverse portfolio of oil and gas interests in Africa.

 

Ophir intends to build on its success as the leading explorer in its areas of interest and to enhance its reputation for delivering value to its various stakeholders. As part of this, the full Board visited Tanzania in November. The visit included meeting members of Government and national agencies, the business community and a visit to Mtwara. There was a full site review of the oil field supply facility and visits to Ophir's local CSR initiatives. 

 

 

MAKE THE MOST OF AN EXPERIENCED AND MOTIVATED MANAGEMENT TEAM

Ophir recruits, develops and retains an experienced and motivated group of senior staff with a view to identifying attractive investment opportunities, decreasing exploration risk and adding value to its portfolio by applying advanced geoscience technology.

 

CONTROL THE PACE AND DIRECTION OF EXPLORATION

Wherever practical, Ophir seeks to accelerate its exploration activities, while maintaining high professional and corporate responsibility standards - demonstrating the Group's commitment to realise value from its assets in a timely fashion for shareholders and partners. Ophir believes that continuing this approach will enhance its ability to win new business in the future.

 

ACTIVELY MANAGE OPHIR'S PORTFOLIO

Ophir prefers to take significant early entrant equity positions in core projects while retaining the flexibility to divest through farm-outs or exchanges of interests as projects mature.

 

Ophir intends to expand its portfolio by investing in new ventures, particularly where the application of advanced geoscience technology can add significant value by reducing exploration risk.

 

FINANCIAL REVIEW

 

Corporate and financial activities

Ophir acquired Dominion Petroleum Ltd (Dominion) in February 2012 and then successfully integrated the acquired assets in 2012. This added Block 7 in Tanzania and Blocks L9 and L15 in Kenya to Ophir's East African offshore footprint, making Ophir the largest independent oil and gas exploration company in the play by net acreage position.

 

In April1 2012, Ophir strengthened its balance sheet by offering 30.5 million shares for subscription which raised US$242 million.

 

Ophir divested Block V in Democratic Republic of the Congo (DRC) receiving US$8.7 million in July. The Company is in the process of relinquishing and exiting the Area 4B Block in Uganda. Both these assets were acquired as a result of the Dominion acquisition.

 

RESULT FOR THE PERIOD

The Group recorded a post-tax loss of US$40.7 million for the year ended 31 December 2012 (31 December 2011: US$19.1 million). No dividends were paid or declared by the Group during the period.

 

The loss for the period includes exploration expenditure expensed of US$4.5 million (31 December 2011: US$15.7 million), administrative costs of US$36.4 million (31 December 2011: US$16.2 million), finance income of US$0.6 million (31 December 2011: expense of US$1.0 million) interest income of US$1.0 million (31 December 2011: US$0.8 million) and other expenses of US$1.7 million (31 December 2011: US$0.9 million).

 

Exploration expenditure

Exploration expenditure of US$4.5 million (31 December 2011: US$15.7 million) resulted from our exploration and appraisal activities predominately focused in Tanzania, Kenya, and Equatorial Guinea, and to a lesser extent in AGC, Somaliland, Gabon, Congo (Brazzaville), Madagascar and Ghana. It comprises pre-licence exploration costs of US$4.5 million (31 December 2011: US$2.3 million) charged directly to the Income Statement. Unsuccessful exploration expenditure was nil compared to the same period last year when US$13.4 million was written off in accordance with the Group's accounting policy.

 

General & administration expenses

General & administrative expenses including personnel costs, share-based payments charges, administration costs, professional and corporate costs (audit, legal, other professional advisors' costs and Directors' fees) totalled US$36.4 million (31 December 2011: US$16.2 million). The result was impacted by increased share option incentive costs of US$7.7 million (31 December 2011: US$2.7 million); additional personnel and administration costs associated with expansion of the Group's operations and increased in headcount to 71 (2011: 42); and increased corporate related activity.

 

Finance income and expenses

Finance income for the period of US$0.6 million (31 December 2011: expense of US$1.0 million) was associated with foreign exchange gains and losses arising on the fluctuation of the Group's functional currency, the US Dollar, against other currencies the Group holds.

 

Cash flow

Overall, the Group cash outflow was US$167.6 million (31 December 2011: inflow of US$306.7 million).

 

Operating cash flow

The Group's net cash used in operating activities was US$29.9 million (31 December 2011: US$22.5 million).

 

Investing activities

Cash flow used in investing was US$380.7 million (31 December 2011: US$43.9 million). Investment of US$359.4 million on exploration (31 December 2011: US$65.6 million) and acquisition of Dominion US$38.7 million was offset by a cash inflow of US$15.9 million for cash acquired with Dominion. The exploration expenditure incurred mainly related to:

 

·; BG Joint Venture and drilling programme in Blocks 1, 3 and 4 in Tanzania

·; Drilling programme in Block R in Equatorial Guinea

·; Seismic activity in Blocks L9 and L15 in Kenya

·; Seismic activity in Block 7 and East Pande in Tanzania

 

Financing activities

The net cash inflow for financing activities was US$243.0 million (31 December 2011: US$373.1 million) which was primarily a result of the funds raised from the share placement completed in April 2012.[7] Gross funds received from issuing of shares were US$250.4 million with associated costs of US$7.4 million.

 

At year end the Group's cash and cash equivalents were US$227.7 million (31 December 2011: US$396.6 million).

 

Exploration and evaluation assets

As at 31 December 2012, exploration and evaluation assets totalled US$961.7 million (31 December 2011: US$327.1 million). The movement was due to expenditure incurred during the year of US$415.5 million (31 December 2011: US$70.4 million) and US$219.2 million net fair value adjustments resulting from the acquisition of Dominion in February and subsequent sale of the Group's interest in Block V in DRC which took place in July.

 

The main areas of exploration expenditure were:

·; Tanzania Blocks 1, 3 and 4 drilling programme and expenditure of US$159.0 million as Joint Venture partner with BG

·; Tanzania Block 7 (US$16.1 million) and East Pande (US$23.6 million) of expenditure was incurred relating to seismic data acquisition and studies

·; Kenya Block L9 and L15 seismic activity resulted in expenditure of US$48.9 million

·; Drilling programme costs of US$144 million in Equatorial Guinea

 

Current assets

The Group held cash and short-term deposits of US$227.7 million (31 December 2011: US$396.6 million). Inventories of US$12.8 million (31 December 2011: US$6.2 million) comprise of drilling materials for future drilling campaigns held in Tanzania and Equatorial Guinea.

Trade and other receivables were US$9.5 million (31 December 2011: US$9.2 million).

 

Liabilities

The Group continues to have no borrowings (31 December 2011: Nil).

 

Trade and other payable including accruals were US$119.4 million (31 December 2011: US$27.7 million). The notable increase in trade and other payables is mainly as a result of on-going drilling programmes in Tanzania.

 

Funding of activities

Ophir currently conducts its exploration activities using existing funds from capital raised in the June 2011 IPO and the March 2012 equity placing. Ophir plans to use a combination of effective portfolio management and/or equity to fund the next twelve months forecast expenditure. On 4 March 2013 the Company announced its intention to raise equity proceeds by way of a Placing and Right's Issue. Accordingly, the financial statements have been prepared on a going concern basis as the Directors are of the opinion that the Company will have sufficient funds to meet its obligations and committed capital expenditure requirements over the next twelve months.

 

Outlook

Ophir Energy has started 2013 well with the successful appraisal of our Mzia discovery, and our drilling and operational programmes proceed to schedule. During the next twelve months, we are planning 10+ wells targeting approximately 1.3 BBOE net risked resource.[8] This is a high impact pan African drilling programme with both gas and liquid targets. Based on the prospectivity of our acreage, Ophir possesses the potential in 2013 to deliver value to shareholders on a scale commensurate with our exploration programmes of previous years.

 

 

 

 

 

 

 

 

 

 

Consolidated Financial Statements

 

Consolidated Income Statement and Statement of Comprehensive Income

For The Year Ended 31 December 2012

 

 

Notes

Year Ended

31 Dec 2012

$'000

Year Ended

31 Dec 2011

$'000

Consolidated Income Statement

Continuing Operations

 

Interest income

1,009

834

Gain on farm out

-

13,844

Other income

12

-

Revenue

3(a)

1,021

14,678

Exploration expenses

3(b)

(4,521)

(15,688)

Finance income/(expenses)

3(c)

627

(1,039)

General & administration expenses

3(d)

(36,394)

(16,156)

Other expenses

3(e)

(1,676)

(870)

Loss from continuing operations before taxation

(40,943)

(19,075)

Taxation

228

-

Loss from continuing operations for the year attributable to:

(40,715)

(19, 075)

Equity holders of the Company

(40,609)

(19,075)

Non-controlling interest

(106)

-

(40,715)

(19, 075)

Loss per share (pence) attributable to equity holders of the parent

Basic and diluted EPS on loss for the year (per share)

(6) pence[9]

(5) pence[10]

 

Consolidated Statement of Comprehensive Income

Loss from continuing operations for the year

(40,715)

(19,075)

Other comprehensive income

Exchange differences on retranslation of foreign operations net of tax

(28)

144

Other comprehensive income for the year, net of tax

(28)

144

Total comprehensive loss for the year, net of tax attributable to:

Equity holders of the Company

(40,637)

(18,931)

Non-controlling interest

(106)

-

(40,743)

(18,931)

 

Consolidated Statement of Financial Position

As at 31 December 2012

 

 

 

Notes

As at

31 Dec 2012

$'000

As at

31 Dec 2011

$'000

Non-current assets

Exploration and evaluation assets

4

961,713

327,060

Goodwill

57,165

-

Property, plant and equipment

2,447

2,205

Financial assets

10,593

670

1,031,918

329,935

Current assets

Inventory

12,811

6,233

Trade and other receivables

9,500

9,215

Cash and short term deposits

227,743

396,585

250,054

412,033

Total assets

1,281,972

741,968

Current liabilities

Trade and other payables

(119,416)

(27,704)

Provisions

(833)

(820)

(120,249)

(28,524)

Non-current liabilities

Deferred income tax

(56,996)

-

Provisions

(277)

(384)

(57,273)

(384)

Total liabilities

(177,522)

(28,908)

Net assets

1,104,450

713,060

Capital and reserves

Called up share capital

5

1,739

1,448

Share premium account

6

1,213,978

789,714

Reserves

6

(111,021)

(78,102)

Equity attributable to equity shareholders of the Company

1,104,696

713,060

Non-controlling interest

6

(246)

-

Total equity

1,104,450

713,060

 

Approved by the Board on 4 March 2013

 

 

Nicholas Smith Nick Cooper

Chairman Chief Executive Officer

Consolidated Statement of Changes in Equity

For The Year Ended 31 December 2012

 

Called up share capital

$'000

Share Premium

$'000

Options Premium Reserve

$'000

 

Special Reserve

$'000

Cons Reserve

$'000

Equity Component on Convertible Bond

$'000

Foreign Currency Translation Reserve

$'000

Accumulated losses

$'000

 

 

 

Non-Controlling Interest

Total Equity

$'000

As at 1 January 2011

1,042

417,048

23,852

156,435

(500)

669

5,736

(248,037)

-

356,245

Loss for the period, net of tax

-

-

-

-

-

-

-

(19,075)

-

(19,075)

Other comprehensive income, net of tax

-

-

-

-

-

-

144

-

-

144

Total comprehensive Income, net of tax

-

-

-

-

-

-

144

(19,075)

-

(18,931)

New ordinary shares issued to third parties

385

384,648

-

-

-

-

-

-

-

385,033

Exercise of options

21

9,717

-

-

-

-

-

-

-

9,738

Share issue costs

-

(21,699)

-

-

-

-

-

-

-

(21,699)

Share-based payments

-

-

2,674

-

-

-

-

-

-

2,674

As at 31 December 2011

1,448

789,714

26,526

156,435

(500)

669

5,880

(267,112)

-

713,060

Loss for the period, net of tax

-

-

-

-

-

-

-

(40,609)

(106)

(40,715)

Other comprehensive income, net of tax

-

-

-

-

-

-

(28)

-

-

(28)

Total comprehensive income, net of tax

-

-

-

-

-

-

(28)

(40,609)

(106)

(40,743)

New ordinary shares issued to third parties

276

423,156

-

-

-

-

-

-

-

423,432

Exercise of options

15

8,480

-

-

-

-

-

-

-

8,495

Share issue costs

-

(7,372)

-

-

-

-

-

-

-

(7,372)

Share-based payments

-

-

7,718

-

-

-

-

-

-

7,718

Acquisition of subsidiary (Note 11)

-

-

-

-

-

-

-

-

(140)

(140)

As at 31 December 2012

1,739

1,213,978

34,244

156,435

(500)

669

5,852

(307,721)

(246)

1,104,450

 

 

Consolidated Statement of Cash Flows

For the Year Ended 31 December 2012

 

Year

Ended

31 Dec 2012

$'000

Year

Ended31 Dec 2011

$'000

Operating activities

Loss before taxation

(40,943)

(19,075)

Adjustments to reconcile loss before tax to net cash flows:

Interest income

(1,009)

(834)

Depreciation of property, plant and equipment

1,037

871

Amortisation of deferred costs

4

-

(Profit)/Loss on disposal of assets

636

(1)

Provision for employee entitlements

(94)

283

Share-based payments

7,718

2,674

Exploration expenditure not included in operating activities

 

4,521

 

15,688

Gain on joint venture farm out

-

(13,844)

Working capital adjustments

(Decrease) / Increase in inventory

-

(4,622)

Decrease / (Increase) in trade and other payables

5,108

1,849

Increase / (Decrease) in trade and other receivables

1,468

(5,887)

Increase / (Decrease) in other current assets

(9,923)

-

Cash flows from operating activities

(31,477)

(22,898)

Income taxes paid

-

-

Interest Income

1,570

429

Net cash flows used in /(from) operating activities

(29,907)

(22,469)

Investing activities

Purchases of property, plant and equipment

(1,010)

(1,313)

Exploration expenditure

(359,436)

(65,618)

Proceeds on disposals of assets

8,721

-

(Purchase)/disposal of inventory

(6,191)

1,078

Funds on farm out of joint venture

-

21,960

Acquisition of subsidiary

(38,682)

-

Cash acquired on acquisition of subsidiary

15,908

-

Net cash flows used in investing activities

(380,690)

(43,893)

Financing activities

Share issue costs

(7,372)

(21,699)

Issue of ordinary shares

250,385

394,771

Net cash flows from financing activities

243,013

373,072

(Decrease)/increase in cash and cash equivalents for the year

(167,584)

306,710

Effect of exchange rates on cash and cash equivalents

(1,258)

(50)

Cash and cash equivalents at the beginning of the year

396,585

89,925

Cash and cash equivalents at the end of the year

227,743

396,585

 

1 Authorisation of preliminary announcement

 

Ophir Energy plc (the "Company" and the ultimate parent of the Group) is a public limited company incorporated, domiciled and listed in England and Wales. Its registered offices are located at 50 New Bond Street, London W1S 1BJ.

 

Ophir Energy's business is the development of offshore and deepwater oil and gas exploration assets. The Company has an extensive and diverse portfolio of exploration interests across East and West Africa.

 

The preliminary announcement for the year ended 31 December 2012 were authorised for issue by the Board of Directors on 4 March 2013.

 

 

2 Basis of preparation and significant accounting policies

 

 

2.1 Basis of preparation

The Group's financial statements have been prepared in accordance with IFRS as adopted by the European Union and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

The consolidated financial statements have been prepared on a historical cost basis except for revaluation of certain derivative instruments measured at fair value. The consolidated financial statements are presented in US Dollars rounded to the nearest thousand dollars ($'000) except as otherwise indicated.

 

Comparative figures for the period to 31 December 2011 are for the year ended on that date.

 

The financial information for the year ended 31 December 2012 and 2011 contained in this document does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. The financial information for the years ended 31 December 2012 and 2011 have been extracted from the consolidated financial statements of the Company for the year ended 31 December 2012 which have been approved by the directors on 4 March 2013 and will be delivered to the Registrar of Companies in due course. The auditor's report on those financial statements was unqualified and did not contain a statement under section 498 of the Companies Act 2006.

 

The accounting policies adopted are consistent with those set out in the 2011 Annual Report and Accounts except for the adoption of new accounting policies listed below in relation to the Group's acquisition of Dominion and new accounting standards and interpretations effective as of 1 January 2012.

 

2.1.1 Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest (NCI) in the acquiree. For each business combination, the acquirer elects to measure the components of NCI that are present ownership interests that entitle their holders to a proportionate share of the entity's net assets in the event of liquidation either at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses. When the Group acquires a business, it assesses the assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Those oil & gas reserves that are able to be reliably measured are recognised in the assessment of fair values on acquisition. Other potential reserves, resources and rights, for which fair values cannot be reliably measured, are not recognised.If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value as at the acquisition date (being the date the acquirer gains control) through profit or loss.Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognised in accordance with IAS 39 either in profit or loss or as change to other comprehensive income. If the contingent consideration is classified as equity, it is not remeasured until it is finally settled within equity.

 

2.1.2 Goodwill

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest ("NCI") over the fair value of the identifiable net assets acquired and liabilities assumed. If this consideration is lower than the fair value of the identifiable net assets of the subsidiary acquired, the gain is recognised in profit or loss.

 

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash generating units ("CGUs") that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

 

Where goodwill forms part of a CGU and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.

 

Goodwill is tested for impairment annually (as at 31 December) and when circumstances indicate that the carrying value may be impaired.

 

In assessing whether goodwill has been impaired, the carrying amount of the CGU or reportable segment is compared with its recoverable amount. In determining whether goodwill is impaired the Group reviews the status of projects including recent farm-out transactions and whether the Group's intention is to further develop the Groups various assets.

 

2.1.3 New and Amended Accounting Standards and Interpretations

 

The Group has adopted the following new and amended IFRS and IFRIC interpretations as of 1 January 2012:

IFRS 7 Financial Instruments: Disclosures (Amendment)

IAS 1 Presentation of Items of Other Comprehensive Income (Amendment)

IAS 12 Income Taxes (Amendment) - Deferred Taxes: Recovery of Underlying Assets

 

These amendments and interpretations have not materially affected amounts reported or disclosed in the Group's financial statements.

 

Standards and Interpretations issued but not yet effective

 

Standards issued but not yet effective at the date of these Financial Statements are listed below.

 

Effective Date

(for periods beginning on or after)

IAS 19 Employee Benefits (Amendment)

1 January 2013

IAS 27 Separate Financial Statements (as revised in 2011)

1 January 2013

IAS 28 Investments in Associates and Joint Ventures (as revised in 2011)

1 January 2013

IFRS 7 Disclosures - Offsetting Financial Assets and Financial Liabilities (Amendment)

1 January 2013

IFRS 9 Financial Instruments: Classification and Measurement

1 January 2015

IFRS 10 Consolidated Financial Statements

1 January 2014

IFRS 11 Joint Arrangements

1 January 2014

IFRS 12 Disclosure of Involvement with Other Entities

1 January 2014

IFRS 13 Fair Value Measurement

1 January 2013

IAS 32 Offsetting Financial Assets and Financial Liabilities (Amendments)

1 January 2014

 

The Group has commenced a review of the impact to financial reporting from the changes to IFRS 10, 11 and 12. The impact of the adoption of other standards noted above has not been assessed by the Group. The Group plans to adopt the standards in line with the effective dates above.

 

2.2 Basis of consolidation

 

The Group financial statements consolidate the financial statements of the Company and the entities it controls (its subsidiaries) drawn up to 31 December each year.

 

Basis of consolidation from 1 January 2010

Subsidiaries

Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved through direct or indirect ownership of voting rights; currently exercisable or convertible potential voting rights; or by way of contractual agreement. The financial statements of subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies. All intercompany balances and transactions, including unrealised profits arising therefrom, are eliminated.

 

A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it (i) derecognises the assets (including goodwill) and liabilities of the subsidiary; (ii) derecognises the carrying amount of any non-controlling interest; (iii) derecognises the cumulative translation differences, recorded in equity; (iv) recognises the fair value of the consideration received; (v) recognises the fair value of any investment retained; and (vi) recognises any surplus or deficit in profit and loss; (vii) reclassifies the parent's share of components previously recognised in other comprehensive income to profit and loss or retained earnings, as appropriate.

 

Non-controlling interests

Non-controlling interests represent the equity in a subsidiary not attributable, directly and indirectly, to the parent company and is presented separately within the Consolidated statement of financial position, separately from equity attributable to owners of the parent. Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance.

 

Basis of consolidation prior to 1 January 2010

Certain of the above-mentioned requirements were applied on a prospective basis. The following differences, however, are carried forward in certain instances from the previous basis of consolidation:

 

Non-controlling interest represents the portion of profit or loss and net assets in subsidiaries that is not held by the Group and is presented separately within equity in the Consolidated statement of financial position, separately from parent shareholder's equity. Acquisitions of non-controlling interests were accounted for using the equity concept method.

 

Losses incurred by the Group were attributed to the minority interest until the balance was reduced to nil. Any further excess losses were attributed to the parent, unless the non-controlling interest had a binding obligation to cover these.

 

 

 

 

year ended

31 Dec 2012

$'000

Year Ended

31 Dec 2011

$'000

 

 

3

Operating loss before taxation

 

The Group operating loss from continuing operations before taxation is stated after charging/(crediting):

 

(a) Revenue

 

Gain on farm out

-

13,844

 

Interest income

1,009

834

 

Other income

12

-

 

1,021

14,678

 

 

The gain on farmout relates to the partial farm out of the Group's AGC Profond interests. Cash proceeds of $20.0 million received were applied against the Group's carrying value of the AGC project, with the surplus being booked to profit.

 

 

(b) Exploration expenses

 

- Pre licence exploration costs

4,521

2,324

 

- Exploration expenditure written off

-

13,364

 

4,521

15,688

 

 

(c) Finance (income)/expenses

 

- Net foreign currency exchange (gains)/losses

(627)

1,039

(627)

1,039

 

 

 

(d) General & administration expenses include:

 

- Operating lease payments - minimum lease payments

2,332

1,475

 

- Share-based compensation charge

7,718

2,674

 

10,050

4,149

 

 

(e) Other expenses:

 

- Loss/(gain) on disposal of assets

635

(1)

 

- Depreciation of property, plant & equipment

1,041

871

 

1,676

870

 

 

 

 

 

 

 

 

 

year ended

31 Dec 2012

$'000

Year Ended

31 Dec 2011

$'000

4

Exploration and evaluation assets

Costs at the beginning of the year

327,060

270,043

Additions

415,484

70,381(1)

Acquisition of subsidary (2)

228,000

-

Expenditure written off

-

(13,364)(3)

Disposals(4)

(8,831)

-

Balance at the end of the year

961,713

327,060

 

(1) Net of recovery of costs incurred on farm out of exploration interests of $8.1 million (31 December 2011)

 

(2) The amount of $228.0 million was recognised on the acquisition of Dominion Petroleum Ltd

 

(3) Includes costs of $12.7 million relating to the write off of the Kora-1 dry well in the AGC exploration block.

 

(4) Net book value of 46.75% interest in Block V in the Albertine Graben in the Democratic Republic of Congo sold for $8.7 million on 20th July 2012.

 

 

 

Year ended

31 Dec 2012

$'000

Year ended

31 Dec 2011$'000

5

Share capital

a) Authorised

2,000,000,000 ordinary shares of 0.25p each

7,963

7,963

b) Called up, allotted and fully paid

327,123,901 ordinary shares in issue at the beginning of the year of 0.25p each (31 December 2011: 225,345,528)

1,448

1,042

3,589,833 ordinary shares issued of 0.25p each on exercise of options and warrants during the year (31 December 2011: 5,426,493)

15

21

 

69,290,455 (1) ordinary shares issued of 0.25p each during the year (31 December 2011: 96,351,880)

276

385

400,004,189 ordinary shares of 0.25p each

(31 December 2011: 327,123,901)

1,739

1,448

 

(1) 38,790,455 ordinary shares issued as part of the Dominion Petroleum Ltd acquisition

30,500,000 ordinary shares were issued at £4.95 each in relation to the placement and capital raising announced by the Company on 28 March 2012.

 

The balances classified as called up; allotted and fully paid share capital represents the nominal value of the total number of issued shares of the Company of 0.25p each.

 

Fully paid shares carry one vote per share and carry the right to dividends.

 

 

Year ended

31 Dec 2012

$'000

Year ended

31 Dec 2011

$'000

6

Reserves

Share premium account(1)

1,213,978

789,714

Option premium reserve(2)

34,244

26,526

Special reserve(3)

156,435

156,435

Consolidation reserve(4)

(500)

(500)

Equity component of convertible bond(5)

669

669

Foreign currency translation reserve(6)

5,852

5,880

Accumulated losses

(307,721)

(267,112)

Non-controlling interest(7)

(246)

-

111,267

711,612

 

1) The share premium account represents the total net proceeds on issue of the Company's shares in excess of their nominal value of 0.25p per share less amounts transferred to the Special Reserve.

2) The option premium reserve represents the cost of share-based payments to Directors, employees and third parties.

3) The special reserve was created on reduction of the Company's share capital on 26 July 2007. The account will be available to offset accumulated losses once all creditors who were in existence at the date of the transfer from share premium have been settled.

4) The consolidation reserve represents a premium on acquisition of a minority interest in a controlled entity.

5) This balance represents the equity component of the convertible bond, net of costs and tax as a result of the separation of the instrument into its debt and equity components. The bond was converted into 21,661,476 ordinary shares of 0.25p each on 21 May 2008.

6) The foreign currency translation reserve is used to record unrealised exchange differences arising from the translation of the financial statements of entities within the Group that have a functional currency other than US Dollars.

7) The non-controlling interest relates to Dominion Uganda Ltd, where the Group acquired a 95% shareholding during the year.

 

7 Related party disclosures

 

(a) Identity of related parties

 

The Group has related party relationships with its subsidiaries, joint ventures, its Directors and companies associated with its Directors identified in the following paragraph.

 

Recharges from the Company to subsidiaries in the year were $6,217,298 (2011: $4,457,140). Transactions between the Company and its subsidiaries have been eliminated on consolidation.

 

In April 2012 the Group completed an equity placing of 30.5 million new ordinary shares of 0.25 pence at a price of 495 pence raising $242 million (£150.9 million).

 

Pursuant to the placing the Company placed 1,650,000 new ordinary shares with the Kulczyk Group a related party of the Company for the purpose of the Listing Rules as it held in excess of 10% of the issued share capital of the Company at 28 March 2012. The placing to the Kulczyk Group was on the same terms as to other subscribers and no commission was payable to them in respect of such placing.

 

The aggregate value of the new ordinary shares placed to the Kulczyk Group at the placing price of 495 pence per ordinary share was £9.17 million representing 0.42% of the market capitalisation of the Company as at the close of business on 27 March 2012 and as a result of which the Kulczyk Group held 10.20% of the issued share capital of the Company as at 2 April 2012.

 

 

(b) Other transactions with key management personnel

 

The Company made payments of $1,168 (year ended 31 December 2011: $47,868) to Vectis Petroleum Limited, a company associated with Mr J Lander, for the provision of Mr Lander's service as a director.

 

 

8 Events after the reporting period

 

On 4 March 2013 the Group announced a placing and a fully underwritten Right's Issue.

 

 

 

The results announcement contains certain forward looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will or may occur in the future. In particular, these forward looking statements are subject to the risk factors and uncertainties associated with the oil and gas exploration and production business. Whilst Ophir Energy plc and its group of companies believes the expectations reflected herein to be reasonable in light of the information available to them at this time, no assurance can be given that such future results will be achieved and the actual outcome may be materially different owing to a variety of factors including specific factors identified in this statement and other factors outlined in the Group's 2012 Annual Report. Forward looking statements speak only as of the date of this announcement.

 

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities. The making of this announcement does not constitute a recommendation regarding any securities.

 


[1]The placing occurred on 28 March 2012, with funds received in April 2012.

[2] pre-Government back-in, 792 MMBOE post-Government back-in

[3] Management estimate (pre-Government back-in), 526 MMBOE post Government back-in, 358 MMBOE from the 2012 MER

[4] Advanced negotiations are underway to farm down the Group's participating interest to third parties.

[5]management estimate, 256 MMBOE 2012 MER

[6] pre-Government back-in, 792 MMBOE post-Government back-in

 

[7] Placing occurred on 28 March 2012, funds received in April 2012.

[8] Ophir Management estimates as at February 2013

[9] (10) cents per share

[10] (7) cents per share

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR EAPDLEASDEFF

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