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2013 Annual Report and Accounts EXPAND STRATEGIC REPORT 2013 H ERITAGE OIL PLC Strategic Report 2013 Heritage Oil Plc is an independent oil and gas exploration and production company with a Premium Listing on the London Stock Exchange (“LSE”) (symbol HOIL). The Company is a member of the FTSE 250 Index and has Exchangeable Shares listed on the Toronto Stock Exchange (“TSX”) (symbol HOC) and the LSE (symbol HOX). Heritage is a versatile organisation, dedicated to creating and increasing shareholder value with a portfolio of quality assets managed by a highly experienced team with excellent technical, commercial and financial skills. The Company has producing assets in Nigeria and Russia and exploration assets in Tanzania, Papua New Guinea, Malta, Libya and Pakistan. C ONTENTS THE HERITAGE OIL PLC ANNUAL REPORT and ACCOUNTS 2013 CONSISTS OF FOUR docUMENTS. OVERVIEW STRATEGIC REPORT CORPORATE SOCIAL Highlights 2013 1 GROWTH The Strategic Report provides PROTECT RESPONSIBILITY Outlook 2014 1 STRATEGIC REPORT CORPORATE SOCIAL RESPONSIBILITY 2013 an overview of Heritage, its 2013 The CSR Report provides processes and a Business Review. detailed information concerning ASSETS Heritage’s CSR strategy, policies, Asset overview 2 systems and performance. The Heritage business model 4 STRATEGY Vision and strategic overview 6 CORPORATE FINANCIAL FRAMEWORK GOVERNANCE EVOLVE STATEMENTS STRUCTURE CORPORATE GOVERNANCE FINANCIAL STATEMENTS 2013 The Corporate Governance 2013 The Financial Statements Report Corporate governance 8 Report provides detailed provides detailed information on information on all aspects of Heritage’s financial position. PROTECT Heritage’s corporate governance. Corporate Social Responsibility 10 CHIEF EXECUTIVE’S REVIEW 12 OPERATIONAL REVIEW Nigeria 16 Russia 18 Tanzania 19 Papua New Guinea 20 Malta 22 Libya 23 Pakistan 24 Other developments 25 STRENGTH Financial review 26 Risks 32 Strategic report glossary 35 Advisers and financial calendar IBC Strategic Report 2013 HERITAGE OIL PLC 01 HIGIG HL HTS OPERATIONAL –P roduction from OML 30, Nigeria increased during the year and record gross 2013 production since acquisition, of over 50,000 bopd has been achieved –M aintenance work over OML 30 is progressing as planned – 2013 average production from the interest in OML 30, Nigeria, net to Heritage of 8,919 bopd and net production from Russia of 577 bopd –C ontinued the work programme in Tanzania through processing of 2D seismic data on Rukwa which has identified several prospects in the retained Rukwa South licence area. A geochemical survey of the Kyela licence has been completed and interpretation of the data is proceeding to schedule –E xpanded the exploration portfolio with the farm-in to four licences in Papua New Guinea (“PNG”); Petroleum Prospecting Licence 319 (“PPL 319”), Petroleum Retention Licence 13 (“PRL 13”), Petroleum Prospecting Licence 337 (“PPL 337”) and Petroleum Prospecting Licence 437 (“PPL 437”) –W ork programmes in PNG commenced with the acquisition and processing of seismic and evaluation of legacy datasets FINANCIAL1 –T otal revenues, net to Heritage, for 2013 of $431.9 million –P rofit after tax from continuing operations of $100.4 million, an increase of 104% year-on-year –O perating cash flows of $235.3 million in 2013 compared to cash outflows of $207.5 million in 2012 –S uccessfully completed the refinancing of the bridge loan facility with a five year $500 million Senior Secured Revolving Reserves Based Lending Facility drawn by Shoreline Natural Resources Limited (“Shoreline”) in Nigeria –H eritage cash at 31 December 2013 of $183.8 million 1 The Group has changed the accounting policy for the proportion of Shoreline it consolidates into its results and it now proportionally consolidates Shoreline’s financial results using 90% which is the eventual economic rights before completion of the partner’s option. OUTLOOK –C ontinued investment in OML 30 during 2014 including the installation of gas lift compressors, refurbishment of equipment, statutory inspection and testing of all 2014 pressure vessels and inspection of all wellheads and pipelines continue to support well optimisation and result in further increases in production –D evelopment drilling on OML 30 remains on track for commencing in the second half of the year –A s a result of an enforced shut-in at OML 30 during the first quarter of this year, total production, net to Heritage, for 2014 is estimated in the range of 14,500- 18,000 bopd – 2014 expected year end exit gross production rate from OML 30 between 65,000 and 70,000 bopd –E xploration activity is set to increase with multi-well drilling campaigns planned for PNG and Tanzania –C ontinue to look for further opportunities to create value –I ntention to become a long-term sustainable dividend payer within the next 12 months All dollars are US dollars unless otherwise stated. HERITAGE OIL PLC Strategic Report 2013 02 ASSET OVERVIEW The Heritage asset portfolio provides both PR ODUCTION geographical and operational diversification. Assets in Nigeria provide significant production and reserves and a new joint venture will help build on the success in this region. The exploration portfolio has expanded in 2013 with the addition of four licences in Papua New Guinea. The development priority for Heritage in 2013 was OML 30, Nigeria. N IGERIA Through Shoreline, the joint venture company created in partnership with Nigerian company Shoreline Power Company Limited OML 30; 45% equity interest through Shoreline (“Shoreline Power”), Heritage acquired an interest in OML 30, which has provided Heritage with a step change in production and reserves. OML 30 lies onshore the Niger Delta in one of the most prolific oil OML 30 recently achieved record peak production since acquisition, provinces in the world with oil and gas contained in numerous of over 50,000 bopd. stacked reservoirs. The licence covers 1,097 square kilometres and includes nine producing fields. In 2013 production net to Heritage In November 2013, Heritage extended its position in Nigeria with the from OML 30 was 8,919 bopd providing significant cash flow and strategic joint venture alliance, Petrobay Energy Limited revenues to Heritage. (“Petrobay”), between Heritage and Bayelsa Oil Company Limited (“Bayelsa Oil Company”). Petrobay should position Heritage to build RPS, in an independent evaluation, estimated that OML 30 upon its current interests in Nigeria, which is Africa’s largest oil contains proved and probable reserves of 347 MMbbls of oil net to producer and contains the second largest oil reserves in the the Group as at 31 March 2012. continent. In Tanzania, work programmes have progressed identifying principal prospectivity in the Rukwa South Licence where several prospects have been identified and for which detailed prospect mapping and evaluation is ongoing. These prospects are geologically analogous to the Kingfisher discovery in Uganda. A geochemical survey of the Kyela licence has been completed and interpretation of the data is continuing. Infill seismic acquisition, designed to increase the density of the seismic grid to enable the mapping of potential prospects, is planned for the second half of 2014. A multi-well drilling programme across the two licences is planned for 2014/2015. In 2013 Heritage farmed-in to onshore PNG. In April 2013, Heritage entered into an agreement with Esrey Energy Ltd (“Esrey Energy”) to acquire interests in PPL 319 and PRL 13. In October 2013, Heritage agreed with Kina Petroleum Limited (“Kina Petroleum”) to farm-in to RUSSIA two licences, PPL 337 and PPL 437. Processing of seismic data over licences PPL 319 and PRL 13 was completed in late February 2014. Zapadno Chumpasskoye; 95% equity interest Further seismic data acquisition over leads within the licences The licence covers an area of approximately 200 square kilometres commenced in first quarter 2014 in order to firm up these leads in to and contains the Zapando Chumpasskoye Field, discovered in additional drilling prospects. Well and logistical planning continues 1997. to enable drilling of the Tuyuwopi prospect in the short term. On PPL 337 two wells are proposed to be drilled in 2014; detailed well RPS, in an independent evaluation, estimated that Zapadno planning is ongoing. On PPL 437 legacy datasets have been evaluated Chumpasskoye contains proved and probable reserves of 65 and several leads identified. Further work will be undertaken to MMbbls of oil net to the Group as at 31 March 2012. mature these leads to drillable prospects within the next two years. Heritage has held an interest in Russia since 2005 and has acquired 2D seismic, constructed pilot production facilities, commenced field production, drilled four wells and re-entered an existing well. A revised field development plan has been submitted and approved by the regulatory authorities. Strategic Report 2013 HERITAGE OIL PLC 03 E XPLORATION PAAPU NEW GUINEA TANZANIA M ALTA PPL 319; 80%1 working interest & operator Rukwa South; 100% working interest Area 2; 100% working interest & operator PRL 13; 80%1 working interest & operator & operator: Area 7; 100% working interest & operator PPL 337; 70%1 working interest & operator Kyela; 100% working interest & operator PPL 437; 30%1 working interest Areas 2 and 7 lie in the south-eastern In 2011/2012 Heritage was awarded the offshore region of Malta and show geologic PPL 319 and PRL 13 cover areas of Rukwa and Kyela licences. Work similarities to areas offshore Libya and approximately 2,025 square kilometres and programmes have progressed identifying Tunisia which contain a number of 160 square kilometres respectively. PPL 337 several prospects in the Rukwa South licence producing fields. covers an area of approximately 5,508 square for which detailed prospect mapping and kilometres and PPL 437 covers approximately evaluation is ongoing. In the Kyela licence Well planning continues which will enable 1,530 square kilometres. The licences are interpretation of the data from the the drilling of an identified prospect in Area typically located in known hydrocarbon geochemical survey is proceeding to 7 once necessary government approvals have bearing regions and are close to current schedule.
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