Financialstatements 2017.Pdf
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OANDO PLC Annual reports and consolidated financial statements For the year ended 31 December 2017 TABLE OF CONTENTS Page Note Page Directors and professional advisers 3 Directors’ report 4 7 Financial risk management 48 Statement of directors’ responsibilities 7 8 Segment information 55 Report of the independent auditors 8 9 Other operating income 58 10 Expenses by nature 59 11 Employee benefit expenses 59 Consolidated and separate financial statements: 12 Finance costs/income 60 Statement of profit or loss 15 13 Income tax expense 61 Statement of other comprehensive income 16 14 Earnings and dividend per share 62 Statement of financial position 17 15 Property, plant and equipment 63 Statement of changes in equity 19 16 Intangible assets 64 Statement of cash flows 21 17 Investment property 67 18 Investment in associate accounted for 67 using the equity method 19 Deferred tax 70 Note 20 Derivative financial assets 72 1 General information 22 21 Finance lease receivables 73 2 Basis of preparation 22 22 Non-current receivables 74 3 Changes in accounting policies and disclosures 23 23 Inventories 75 4 Basis of Consolidation 30 24 Trade and other receivables 75 5 Other significant accounting policies 25 Available-for-sale financial assets & 75 Investment in subsidiaries (a) Segment reporting 33 26 Cash and cash equivalents 76 (b) Revenue recognition 33 27 Discontinued operations and disposal 77 groups held for sale (c) Property, plant and equipment 34 28 Share capital & share premium 81 (d) Intangible assets 35 29 Other reserves 81 (e) Impairment of non-financial assets 35 30 Borrowings 82 (f) Financial instruments 36 31 Provision and other liabilities 85 (g) Accounting for leases 39 32 Derivative financial liabilities 86 (h) Inventories 40 33 Retirement benefit obligations 86 (i) Share capital 40 34 Trade and other payables 87 (j) Cash and cash equivalents 40 35 Dividend payable 87 (k) Employees benefits 40 36 Supplementary cash flow information 88 (l) Provisions 41 37 Related party transactions 89 (m) Current income and deferred tax 41 38 Commitments 91 (n) Exceptional items 42 39 Events after the reporting period 92 (o) Dividend 42 40 Contingent liabilities 92 (p) Upstream activities 42 41 Subsidiaries' information 93 (q) Impairment 43 42 Financial instruments by category 96 (r) Non-current assets held for sale 43 43 Upstream activities 98 (s) Production underlift and overlift 43 44 Prior year restatements 100 (t) Fair value 43 45 Going concern 106 (u) Offshore processing arrangements 44 Other National Disclosures: (v) Investment properties 45 Value Added Statement 107 6 Significant accounting judgements, estimates and 45 Five-Year Financial Summary (2013 - 108-109 assumptions 2017) Page 2 of 109 OANDO PLC Directors and Professional Advisers For the year ended 31 December 2017 Directors HRM. Oba A. Gbadebo, CFR (Chairman, Non-Executive Director) Mr. J.A.Tinubu (Group Chief Executive) Mr. O. Boyo (Deputy Group Chief Executive) Mr. Olufemi Adeyemo (Group Chief Financial Officer; Executive Director) Mr. B. Osunsanya (Non-Executive Director) Mr. Oghogho Akpata (Non-Executive Director) Chief Sena Anthony (Non-Executive Director) Mr. Tanimu Yakubu (Non-Executive Director) Mr. Ike Osakwe (Non-Executive Director) Mr. Ademola Akinrele (Non-Executive Director) Company Secretary and Ayotola Jagun (Ms) Chief Compliance Officer Registered Office 17a The Wings Complex, Ozumba Mbadiwe Victoria Island, Lagos Auditors Ernst & Young 10th & 13th floor UBA House 57, Marina, Lagos, Nigeria. Bankers Access Bank Plc Access Bank UK Afrexim Bank of Montreal Canada BNP Citibank, UK Diamond Bank Plc Ecobank Nigeria Plc Federated bank Fidelity bank Plc First Bank (UK) First Bank of Nigeria Plc First City Monument Bank Plc First City Monument Bank UK Guaranty Trust Bank Plc Heritage Bank Plc Industrial and Commercial Bank of China Ltd ING Bank Investec Bank Keystone Bank Limited National Bank of Fujairah (NBF) Natixis Bank Rand Merchant Bank Stanbic IBTC Bank Plc Standard Bank of South Africa Ltd Standard Chartered Bank Plc., UK Standard Chartered Bank(Nig.) Ltd Union Bank of Nigeria Plc United Bank for Africa Plc United Bank for Africa, New York Zenith Bank Plc Ecobank Sao Tome e Principe Mauritius Commercial Bank Page 3 of 109 OANDO PLC Directors' report For the year ended 31 December 2017 The Directors submit their Report together with the audited consolidated financial statements for the year ended 31 December 2017, which disclose the state of affairs of the Group and Company. 1 Principal Activity The principal activity of Oando PLC ("the Company") locally and internationally is to have strategic investments in energy companies. The Company was involved in the following business activities via its subsidiary companies during the year reviewed: a) Exploration and production (E & P) - Oando Energy Resources Inc., Canada, engaged in production operations and other E & P companies operating within the Gulf of Guinea. b) Supply and distribution of petroleum products - Oando Trading Dubai and Oando Trading Bermuda. In 2016, the Company divested its interest in the downstream businesses and significant part of the gas and power businesses. In 2017, the Company completed a sale of its 100% interest in Alausa Power Limited. Alausa Power Limited was involved in the production and supply of power to Lagos State. The Company’s registered address is 17a The Wings Complex, Ozumba Mbadiwe, Victoria Island, Lagos, Nigeria. 2 Results The Group's net profit/(loss) for the year of N13.9 billion (Company: N30.6 billion) attributable to owners of equity has been transferred to retained earnings. Group Company 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 N'000 N'000 N'000 N'000 Revenue 497,422,483 455,746,734 - 10,234,612 Profit/(loss) before income tax from continuing operations 20,764,585 (62,956,942) (30,599,529) (27,934,427) Income tax (expense)/credit (7,295,366) 37,569,028 (15,904) (146,405) Profit/(loss) for the year from continuing operations 13,469,219 (25,387,914) (30,615,433) (28,080,832) Profit for the year from discontinued operations 6,303,557 29,300,521 - - Profit/(loss) for the year 19,772,776 3,912,607 (30,615,433) (28,080,832) Profit/(loss) attributable to owners of the parent 13,941,744 3,543,373 (30,615,433) (28,080,832) 3 Dividend The Directors have not proposed dividend for the year ended 31 December 2017 (2016: nil). 4 Directors i. The names of the present directors and those that served during the year are listed on page 3. ii. According to the Register of Directors' shareholding, the interests of Directors in the issued share capital of the Company for the purposes of section 275 part 1 of schedule 5 of the Companies and Allied Matters Act, are as follows: Direct Indirect HRM. Oba A. Gbadebo, CFR 437,500 Nil Mr. J.A. Tinubu* Nil 3,670,995 Mr O. Boyo* Nil 2,354,713 Mr. B. Osunsanya 269,988 1,890,398 Mr O. Adeyemo 75,000 1,723,898 Tanimu Yakubu 5,997,315 5,998,700 Chief Sena Anthony 299,133 Nil Mr. Oghogho Akpata Nil Nil Ike Osakwe 139,343 Nil Ademola Akinrele 96,510 Nil Page 4 of 109 OANDO PLC Directors' report (cont'd) For the year ended 31 December 2017 *Additional shares: Ocean and Oil Investments Limited (OOIL) owns approximately 159,701,243 (1.28% of total number of shares) shares in the Company. Mr. Jubril Adewale Tinubu and Mr. Omamofe Boyo own 0.70% and 0.28% respectively in the Company through OOIL. Ocean and Oil Development Partners Limited (OODP) owns 7,131,736,673 (57.37% of total number of shares) shares in the Company. OODP is ultimately owned 40% by Mr. Gabriele Volpi, 40% by the Group Chief Executive and 20% by the Deputy Chief Executive of the Company. 5 Contracts None of the Directors notified the Company of any declarable interest in contracts in which the Company was involved during the year under review for the purpose of section 277 of the Companies and Allied Matters Act, and Article 115 of the Company's Articles of Association. 6 Directors' Responsibilities The Directors are responsible for the preparation of annual consolidated financial statements, which have been prepared using appropriate accounting policies, supported by reasonable and prudent judgements and estimates, in conformity with International Financial Reporting Standards issued by the International Accounting Standards Board and the requirements of the Companies and Allied Matters Act. In doing so, the Directors have the responsibilities as described on page 7 of these consolidated financial statements. 7 Shareholdings As of 31 December 2017, the range of shareholdings of the Company was as follows: Range of Shareholding No of No of shares Shareholders % of % of Within Range Holders Within Range Shareholding 1 - 1,000 168,231 61.68 61,723,758 0.50 1,001 - 5,000 73,058 26.79 153,139,091 1.23 5,001 - 10,000 12,452 4.57 89,891,326 0.72 10,001 - 50,000 13,529 4.96 297,571,759 2.39 50,001 - 100,000 2,388 0.87 172,046,470 1.39 100,001 - 500,000 2,400 0.88 498,709,084 4.01 500,001 - 1,000,000 325 0.12 233,183,664 1.88 1,000,001 - 5,000,000 297 0.11 590,675,845 4.75 5,000,001 - 10,000,000 33 0.01 222,962,817 1.80 10,000,001 - 50,000,000 24 0.01 585,782,765 4.71 50,000,001 - 100,000,000 6 - 461,618,260 3.71 100,000,001 - 12,431,412,481 9 - 9,064,107,642 72.91 272,752 100.00 12,431,412,481 100.00 8 Property, Plant and Equipment Changes in the value of property, plant and equipment (PPE) were mainly due to additions, depreciation, disposals and exchange differences as shown in Note 15 to these consolidated financial statements.