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JKX Oil & Gas plc Annual Report 2015 A fresh perspective 1 JKX Oil & Gas plc Annual Report 2015 JKX Oil & Gas plc Annual Report 2015 Strategic report Governance Financial statements 2-67 68-103 104-169 “In the past month, the team and I have Inside: visited all the main assets of the Group. We have identified significant scope for Strategic report improvement in capital investments, and Overview Strategy Performance we found areas to realise both cost savings At a glance 4 Chief Executive’s statement 12 Performance in 2015 28 Chairman’s statement 6 Our business model 14 Financial review 30 and production gains through the application Market overview 8 Strategic priorities 16 Operational review 35 Principal risks and how we of best in class technology and more manage them 41 hands-on execution throughout the portfolio. Corporate Social Responsibility 54 As we execute on these opportunities, Governance Financial statements we expect to deliver significant improvements Board composition 70 Independent auditors’ report – Group 106 Corporate governance 72 to the value of JKX.” Group financial statements 112 Audit Committee Report 79 Tom Reed Chief Executive Officer Independent auditors’ report – Directors’ Remuneration Company 155 Report 84 Company financial statements 157 Directors’ report – A fresh perspective other disclosures 100 2 3 JKX Oil & Gas plc Annual Report 2015 JKX Oil & Gas plc Annual Report 2015 Strategic report Governance Financial statements 2-67 68-103 104-169 Strategic report Strategic report Overview Strategy Performance At a glance 4 Chief Executive’s statement 12 Performance in 2015 28 Chairman’s statement 6 Our business model 14 Financial review 30 Market overview 8 Strategic priorities 16 Operational review 35 Principal risks and how we manage them 41 Corporate Social Responsibility 54 “A new Board of Directors of JKX was voted in by the shareholders on 28 January 2016. The new Board is reformulating JKX’s strategy for 2016 to turn the Company around and to restore shareholder value. The Board believes that the region continues to offer significant development opportunities in the medium to long term.” Tom Reed Chief Executive Officer 4 5 JKX Oil & Gas plc Annual Report 2015 JKX Oil & Gas plc Annual Report 2015 Strategic report Governance Financial statements 2-67 68-103 104-169 At a glance – our business At a glance – our performance What we do From the Chief Executive, Tom Reed: We are encouraged by the physical characteristics of our JKX is an upstream oil and gas exploration and production “Since the appointment of the new Board on 28 January 2016, reservoirs in Russia and Ukraine, the quality of the staff company with significant oil and gas assets in Ukraine and we have visited all the main assets of the Group and identified across JKX, the opportunity for operational and capital southern Russia. significant scope for operational improvements and cost spending improvements, and remain committed to improving savings across JKX. value per share to all shareholders. Where we operate There are many challenges facing the Company, and the new The head office is in London, which employs 22 staff. Areas of legacy risk exist primarily related to production Board is committed to a new and transparent approach and to Our operational areas are shown below: tax litigation in Ukraine which we are confident that we can continue to manage. actively engage all shareholders and other stakeholders of the Company in order to turn it around.” During 2015 and in 2016, significant non-recurring administrative costs have been, or will be paid, by the Company as a result of past events and the Board is exploring all options to mitigate these. Key financials Ukraine Russia 2015 2014 Staff 493 Staff 249 Revenue $88.5 m $146.2m Fields 6 Fields 1 Loss from operations before exceptional charges $10.7m $11.6m profit Wells 45 Wells 5 Moscow Exceptional charges $64.9m $72.5m Production 4,325 boepd Production 4,671 boepd Loss for the year $81.5m $79.5m 2P Reserves 29.7 MMboe 2P Reserves 66.1 MMboe Loss per share 47.32 cents 46.21 cents Net cash generated from operating activities $9.1m $47.5m Russia Capital expenditure $8.7m $42.3m Kiev Ukraine Elizavetovskoye Operating highlights Poltava Novo-Nikolaevskoye Complex Board of Directors replaced by shareholders at a General Meeting on 28 January 2016 Average production 8,996 boepd (2014: 9,919 boepd) No development drilling in 2015 due to cash constraints Koshekhablskoye Well-27 restored at the Koshekhablskoye field in Russia Maikop Six 35-year production licences awarded in Hungary (JKX 100%) Caspian Sea Black Sea Outlook New Board reviewing all development projects and enhancement opportunities as part of a wider review of future strategy Strategic priorities Profitable Oil and gas Safe and production reserves responsible 1growth 2 growth 3 operations 6 7 JKX Oil & Gas plc Annual Report 2015 JKX Oil & Gas plc Annual Report 2015 Strategic report Governance Financial statements 2-67 68-103 104-169 Chairman’s statement A fresh perspective of approximately $180 million in Rental Fees, plus damages If all bondholders exercise their option to early redemption I am pleased to present this report on behalf of the new Board to the business. The arbitration hearing is expected to take in February 2017, as they are entitled to under the terms of the of Directors that was appointed by shareholders on 28 January place in July 2016, which will include witness statements from bonds, the Company will owe bondholders a further 2016, charged with bringing a new vision and approach to certain members of the old Board and will result in additional $30.1 million at that time. restore shareholder value at JKX. This change in the Board legal costs for JKX. Board resulted from proposals made by one of the Company’s In Ukraine, the Company’s subsidiary, Poltava Petroleum largest shareholders, who saw that the Company needed a Following the replacement of the entire Board on 28 January Company (‘PPC’), continues to experience a combination of new direction and requisitioned a General Meeting to allow 2016, the composition of the Board has not complied with the aggressive production tax demands for periods up to the all shareholders to vote on this idea. It is a rare example of UK Corporate Governance Code in respect of the number of end of 2015 and also challenges to its compliance with the genuinely successful shareholder activism in the long history independent Non Executive Directors. terms of its production licences (see Notes 2 and 27 to the of the London Stock Exchange. financial statements). We have met with representatives of the The Company has engaged an independent consultant to Paul Ostling Chairman At the time of writing I am nearing completion of my second Ukrainian Government in recent weeks to attempt to find conduct due diligence on a short-list of candidates and is now month as Chairman of your Company and so this report details a solution to all our production tax and licencing issues in the final phase of appointing two new independent activities that occurred before any of the new Board took in-country and we are confident that an acceptable solution Non Executive Directors. As soon as this has been completed office. None of the Directors who were in office in 2015 are can be found. I will update shareholders when we have clarity we will be re-establishing board committees to oversee audit, now with JKX. When combined with the fact that 2015 was on these issues. remuneration and nominations, to ensure that JKX has the a year of continuing low international oil and gas prices first class corporate governance that it needs. As a temporary Russia combined with volatility and uncertainty in the regions in which measure, and to ensure appropriate review and process in the JKX operates, the factors behind your Company’s results The fall in international oil prices and continued sanctions are release of this report, an Interim Audit Committee consisting were beyond our control. However I can make two promises: having a negative impact on Russia’s domestic economy. of myself and Russell Hoare, your new Chief Financial Officer, from this point forward your new Board will be completely was appointed. A combination of continuing low gas prices, which are set by transparent in how we communicate to shareholders the Russian Government, and the devaluation of the Russian Outlook regarding the challenges we face in such an environment and Rouble in 2015 from RR56:$1 to RR72:$1 adversely affected the steps we are taking to restore the Company’s fortunes; and There remain risks noted above in respect of the $30.1 million the Group’s profit and cash generated from its Russian project we will be resolutely committed to increasing efficiency and bond payment which may become due in February 2017, the in US Dollar terms. reducing needless costs. contingent liabilities in respect of Ukrainian production taxes, the Ukrainian production licence compliance issues and the The combination of the recent Russian Rouble devaluation and Performance in 2015 continued low oil and gas prices, which, if realised, may impact only a minimal gas tariff increase in the near term has had the going concern status of the Company. These risks are fully The low oil and gas prices and the lack of capital investment a negative effect on our plans to expand our current licence addressed in Note 2 to the financial statements. However the led to the Company’s production, profits and operating cash portfolio there. flow falling significantly in 2015. Despite this, the Company has Directors believe that there is a reasonable basis to mitigate remained cash generative from its operations.
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