Petronor E&P Limited
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PETRONOR E&P LIMITED (ABN 87 125 419 730) Annual Report and Financial Statements For the year ended 31 December 2019 Annual Report 31 December 2019 PetroNor E&P Limited CONTENTS Group at a glance statement 2 Chairman’s statement 3 Chief Executive Officer Q&A 5 Annual statement of reserves 7 Directors’ report 11 Auditor’s independence declaration 22 Consolidated statement of comprehensive income 23 Consolidated statement of financial position 24 Consolidated statement of changes in equity 25 Consolidated statement of cash flows 26 Notes to the consolidated financial statements 27 Directors’ declaration and statement of responsiBility 62 Independent Auditor’s report to the members 63 Unaudited additional shareholder information for Oslo Axess 66 Corporate Social ResponsiBility / Ethical Code of conduct 68 Glossary and Definitions 68 Corporate directory 69 Page | 1 Annual Report 31 December 2019 PetroNor E&P Limited GROUP AT A GLANCE STATEMENT KEY FIGURES 2019 2018 EBITDA (USD mill) 49.00 53.10 EBIT (USD mill) 45.77 49.89 Net profit / (loss) (USD mill) (5.76) 17.06 2P Reserves (MMbbl) 10.76 8.54 2C Contingent Resources (MMbbl) 7.31 7.63 2019 HIGHLIGHTS AND SUBSEQUENT EVENTS - Following our emergence in West Africa as a serious producer in 2017, 2019 has Been a year to cement our success and to focus on further expansion through the merger Between the former African Petroleum Corporation Ltd. and PetroNor and increase activity in West Africa, primarily in Nigeria. - Working and collaBorating with Perenco has resulted in significant achievements also in 2019, seeing production increases and reduced cost. The PNGF Sud production has been increased from about 15,000 bopd at beginning of 2017 to 21,920 bopd in 2019. This increase in production was achieved while maintaining the low OPEX at 12.5 USD per Barrel. - Restructuring of the comBined group to streamline the organisation to reduce overhead costs and grow the technical excellency. ASSETS Republic of Congo (Brazzaville) - 10.5% indirect participation interest in the license group of PNGF Sud (TchiBouela II, Tchendo II and TchiBeli-Litanzi II) through Hemla E&P Congo SA. - The Group holds a right to negotiate, in good faith, along with the contractor group of PNGF Sud, the terms of the adjacent license of PNGF Bis and a 14.7% indirect participation. Nigeria - Signed a transaction with Panoro to acquire their 6.052% nominal shareholding in the Aje Field and to estaBlish a joint venture with Yinka Folawiyo Petroleum which will give PetroNor a 13.1% economical interest in the asset. Senegal and The Gambia - Though currently in arBitration, the Company reserves its rights in the exploration Blocks Rufisque Offshore Profond & Senegal Offshore Sud Profond in Senegal and A1 & A4 in The GamBia. OFFICES The Company has its registered address in Perth, Australia. The Group maintains headquarters in London, and operational offices in Oslo, Nicosia, and ABu Dhabi. Page | 2 Annual Report 31 December 2019 PetroNor E&P Limited CHAIRMAN’S STATEMENT I am delighted to provide my first annual statement to PetroNor Our strategic vision is clear; to steadily Build the company into a E&P’s shareholders and our wider stakeholders. Last year was a full-cycle, Africa focused E&P focusing on producing assets with year of transformation and inception as PetroNor E&P was upside and development of stranded assets. New business formed through the comBination of African Petroleum and development will Be at the heart of our strategic execution, as PetroNor in an all share transaction. we seek assets that diversify our portfolio, and provide us with an opportunity to leverage our deep technical and commercial The comBination has a strategic vision to develop into a material expertise to realise maximum value from assets in line with our full-cycle oil and gas company. The rationale for the comBination focus. was clear for Both parties and the Company today is well positioned to leverage its existing platform to achieve scale, In this regard, we were pleased to have announced a compelling deliver sustainable value and establish itself as a leading first transaction rapidly after completing the merger. The independent E&P focused on Africa. acquisition of Panoro Energy’s interest in OML 113, offshore Nigeria, is consistent with our strategy and provides us with The enlarged group is underpinned By cash flow from an additional cash flow, But more importantly an opportunity to economically roBust asset Base in Congo, and has the financial unlock the true potential of this asset through partner alignment staBility, and enhanced profile and network, to Better pursue and technical execution. Nigeria is a country with an abundance satisfactory outcomes from the ongoing arBitration processes of opportunities and a jurisdiction in which PetroNor E&P has related to the licences in Senegal and The GamBia. It has also extensive experience and network, and we continue to screen created a Board and Management team with a diverse skillset multiple opportunities in the country. Having suBsequently comprised of technical, commercial and financial expertise, with signed an investment and shareholders agreement with the OML a proven track record for value creation and M&A execution. 113 Operator, Yinka Folawiyo Petroleum (“YFP”), we now await Leveraging the deep technical expertise of the management final approvals from the relevant authorities, after which we will team to identify and exploit value realisation opportunities from commence work with our partners as we seek to revitalise and undeveloped or underperforming assets remains a core aspect of further develop OML 113 and the Aje oil and gas field. the growth strategy and, we Believe, a critical element of PetroNor E&P’s investment case. As an established and growing E&P, we constantly adopt a mindset of sustainability, both in terms of our business and our The high quality, low-risk and long-life asset Base in Congo operating footprint. Global climate change has quite rightly BraZZaville that continues to perform strongly and provide the become a more prominent theme for the industry, and investors Company with roBust cash flow from net working interest are increasingly conscious of the ethical impact of their production of 2,301 bbl/d average for the year. The asset has investments. As such, Environmental, Social and Governance roBust economics, remaining cash flow positive down to USD 20 (“ESG”) has Become a highly relevant topic and our Management Brent, meaning it remains sustainaBle in the current low oil price and Board is undertaking a review of its activities in each of these environment. Alongside our Partners, the JV continues the various categories to ensure the Company is operating at the optimisation of the field, Both through low cost intervention highest industry standards and meeting shareholder programs as well as new drilling program. PNGF Sud, with its expectations in this regard. ~2bn bbl Stooip and a current average recovery factor of ~23%, still has a significant potential for increased oil recovery. Following completion of the merger, the Board has undertaken a review to ensure the corporate structure is fit for purpose. Cost In NovemBer, announced a significant increase in 2P Reserves discipline is a fundamental driver for our Business, and we have from PNGF Sud, as an independent evaluation By AGR Petroleum suBsequently considered all areas where we can deliver cost Services AS (“AGR”) of the producing fields confirmed the savings without impacting the effectiveness of the Business. We remaining net 2P oil reserves net to PetroNor (corrected for have successfully reduced overheads by reducing the siZe of the actual 2019 production to 1.1.2020) to Be 10.76 mmbo, Board and management team; and will seek to deliver further representing a 26% increase to the previous year. This cost savings this year through corporate initiatives including a independent evaluation confirms the quality of the asset and the, reduction in salaries and expenses, and a likely domiciliation to as yet unrealised, core value associated with PetroNor E&Ps Europe. I would like to thank all the Directors who have left the indirect interest in the assets. Company in recent months and extend particular thanks to Both Following the formal completion of the merger in late August, Jens Pace and Steve West who relinquished their roles as CEO the Company has proactively sought to engage with the relevant and CFO respectively post period. The current structure of the authorities in Senegal and GamBia with a view to finding middle Board and management team is more appropriately siZed and ground that is beneficial to all parties and avoids a prolonged and suited for a company of our siZe, and we retain a deep and costly legal process through to completion. The situation diverse skillset that will enable us to deliver on our strategic regarding these licences remains complex and the outcome objectives. remains uncertain. Suffice to say, the Board is fully focused on Through the first quarter of 2020, the market conditions for the achieving an outcome that is in the Best interest of the sector deteriorated rapidly due to a comBination of gloBal Company’s shareholders and this is front and centre of all market share disputes and the worrying impact of Coronavirus decision making associated with these assets. on global demand for hydrocarBons. The result has Been a Page | 3 Annual Report 31 December 2019 PetroNor E&P Limited CHAIRMAN’S STATEMENT drastic decline in commodity pricing that has sent shockwaves Nigeria, when that deal completes, as well as further new through the industry and created uncertainty over capex business development in line with our strategy. budgets and project viability. In these times of uncertainty, it’s more important than ever for companies to show financial The Company is confident that it has the right assets, people and discipline at all levels of the Business.