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REG - Energean PLC - Energean Israel 1Q 2024 Accounts

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RNS Number : 5462P  Energean PLC  23 May 2024

 

 

 

ENERGEAN ISRAEL LIMITED

 

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

 

31 MARCH 2024

ENERGEAN ISRAEL LIMITED

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF 31 MARCH 2024

 

 

 

INDEX

 

 

                                                             Page

 Interim Consolidated Statement of Comprehensive Income      3
 Interim Consolidated Statement of Financial Position        4
 Interim Consolidated Statement of Changes in Equity         5
 Interim Consolidated Statement of Cash Flows                6
 Notes to the Interim Consolidated Financial Statements      7-19

 

 

- - - - - - - - - - - - - - - - - - - -

 

 

 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

THREE MONTHS ENDED 31 MARCH 2024

                                                     31 March (Unaudited)
                                          Notes      2024                2023

                                                     $'000               $'000

 Revenue                                  3          266,286             158,853
 Cost of sales                            4          (126,268)           (83,905)
 Gross profit                                        140,018             74,948

 Administrative expenses                  4          (3,409)             (3,922)
 Exploration and evaluation expenses      4          -                   (50)
 Operating profit                                    136,609             70,976

 Finance income                           5          3,061               1,526
 Finance costs                            5          (46,554)            (32,487)
 Net foreign exchange gains (losses)      5          125                 (257)
 Profit for the period before tax                    93,241              39,758

 Taxation expense                         6          (13,331)            (9,482)
 Net profit for the period                           79,910              30,276

 

 Other comprehensive loss:
 Items that may be reclassified subsequently to profit or loss:
 Loss on cash flow hedge for the period                                             (165)       -
 Income tax relating to items that may be reclassified subsequently to      9       38          -
 profit/(loss)
 Other comprehensive loss for the period                                            (127)       -
 Total comprehensive income for the period                                          79,783      30,276

 

 

The accompanying notes are an integral part of the interim consolidated
financial statements.

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS OF 31 MARCH 2024

                                               31 March 2024      31 December

                                               (Unaudited)        2022

                                               $'000              $'000

                                    Notes      (Unaudited)        2023

                                               $'000              $'000

                                               $'000              $'000

 ASSETS:
 NON-CURRENT ASSETS:
 Property, plant and equipment      7          2,776,839          2,797,831
 Intangible assets                  8          174,297            168,165
 Other receivables                  10         4,951              5,365
                                               2,956,087          2,971,361
 CURRENT ASSETS:
 Trade and other receivables        10         150,251            130,135
 Inventories                        11         11,275             7,141
 Restricted cash                    12(A)      1,291              22,482
 Cash and cash equivalents                     172,215            286,625
                                               335,032            446,383
 TOTAL ASSETS                                  3,291,119          3,417,744

 EQUITY AND LIABILITIES:
 EQUITY:
 Share capital                                 1,708              1,708
 Share Premium                                 212,539            212,539
 Hedges Reserve                                (127)              -
 Retained earnings                             44,691             74,781
 TOTAL EQUITY                                  258,811            289,028
 NON-CURRENT LIABILITIES:
      Senior secured notes          12(A)      2,590,102          2,588,492
 Decommissioning provisions                    86,467             92,613
 Deferred tax liabilities           9          60,032             46,985
 Trade and other payables           13         117,453            127,044
                                               2,854,054          2,855,134
 CURRENT LIABILITIES:
 Trade and other payables           13         178,254            273,582
 TOTAL LIABILITIES                             3,032,308          3,128,716
 TOTAL EQUITY AND LIABILITIES                  3,291,119          3,417,744

 

 

 22 May 2024
 Date of approval of the consolidated financial statements      Panagiotis Benos      Matthaios Rigas

                                                                Director              Director

 

 

 

The accompanying notes are an integral part of the interim consolidated
financial statements.

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

THREE MONTHS ENDED 31 MARCH 2024

 

                                           Share capital      Share Premium      Hedges        Accumulated losses      Total equity

                                           $'000              $'000              Reserve       $'000                   $'000

                                                                                 $'000
 Balance as of 1 January 2024              1,708              212,539            -             74,781                  289,028
 Transactions with shareholders:
 Dividend, see note 14                     -                  -                  -             (110,000)               (110,000)
 Comprehensive Income:
 Profit for the period                     -                  -                  -             79,910                  79,910
 Other comprehensive loss, net of tax                                            (127)         -                       (127)
 Total comprehensive income                -                  -                  (127)         79,910                  79,783
 Balance as of 31 March 2024               1,708              212,539            (127)         44,691                  258,811

 Balance as of 1 January 2023              1,708              212,539            -             (70,528)                143,719
 Comprehensive Income:
 Profit for the period                     -                  -                  -             30,276                  30,276
 Other comprehensive loss, net of tax      -                  -                  -             -                       -
 Total comprehensive income                -                  -                  -             30,276                  30,276
 Balance as of 31 March 2023               1,708              212,539            -             (40,252)                173,995

 

 

 

The accompanying notes are an integral part of the interim consolidated
financial statements.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS PERIOD ENDED 31 MARCH 2024

                                                                                          31 March (Unaudited)
                                                                               Notes      2024                2023

                                                                                          $'000               $'000
 Operating activities
 Profit for the period before tax                                                         93,241              39,758
 Adjustments to reconcile loss before taxation to net cash provided by:
 operating activities:
 Depreciation, depletion and amortisation                                ( )   4          54,787              30,871
 Compensation to gas buyers, payment made in advance                     ( )   3          -                   4,928
 Finance Income                                                          ( )   5          (3,061)             (1,526)
 Finance expenses                                                        ( )   5          46,554              32,487
 Net foreign exchange loss /(gain)                                       ( )   5          (125)               257
 Cash flow from operations before working capital                                         191,396             106,775
  Increase in trade and other receivables                                                 (20,495)            (18,315)
 Decrease/(increase) in inventories                                                       (4,134)             172
 (Decrease)/increase in trade and other payables                                          (18,950)            314
 Cash from operations                                                                     147,817             88,946
 Income taxes paid                                                                        (1,946)             (368)
 Net cash inflows from operating activities                                               145,871             88,578
 Investing activities
 Payment for purchase of property, plant and equipment                         7(C)       (69,160)            (55,752)
 Payment for exploration and evaluation, and other intangible assets           8(B)       (5,724)             (25,318)
 Amounts received from INGL related to transfer of property, plant and         7(C)       1,712               -
 equipment
 Movement in restricted cash, net                                              12(A)      21,191              63,316
 Interest received                                                                        3,870               1,509
 Net cash outflow used in investing activities                                            (48.111)            (16,245)
 Financing activities
 Transaction costs in relation to senior secured notes issuance                           -                   (229)
 Senior secured notes - interest paid                                          12(A)      (96,326)            (64,453)
 Dividends paid                                                                14         (110,000)           -
 Other finance cost paid                                                                  (280)               (44)
 Finance costs paid for deferred license payments                              13(2)      (3,900)             -
 Repayment of obligations under leases                                         13         (1,381)             (250)
 Net cash outflow used in financing activities                                            (211,887)           (64,976)

 Net increase (decrease) in cash and cash equivalents                                     (114,127)           7,357
 Cash and cash equivalents at beginning of the period                                     286,625             24,825
 Effect of exchange differences on cash and cash equivalents                              (283)               (101)
 Cash and cash equivalents at end of period                                               172,215             32,081

 

The accompanying notes are an integral part of the interim consolidated
financial statements.

NOTE 1: -     GENERAL

a.   Energean Israel Limited (the "Company") was incorporated in Cyprus on
22 July 2014 as a private company with limited liability under the Companies
Law, Cap. 113. Its registered office is at Lefkonos 22, 1(st) Floor,
Strovolos, 2064 Nicosia, Cyprus.

b.   The Company and its subsidiaries (the "Group") has been established
with the objective of exploration, production and commercialisation of natural
gas and hydrocarbon liquids. The Group's main activities are performed in
Israel by its Israeli Branch.

c.   As of 31 March 2024, the Company had investments in the following
subsidiaries:

 Name of subsidiary                Country of incorporation / registered office  Principal activities               Shareholding  Shareholding

At 31 March
At 31 December 2023

(%)
                                                                                                                     2024

(%)
 Energean Israel Transmission LTD  121, Menachem Begin St.                       Gas transportation license holder  100           100

Azrieli Sarona Tower, POB 24,

Tel Aviv 67012039 Israel
 Energean Israel Finance LTD       121, Menachem Begin St.                       Financing activities               100           100

Azrieli Sarona Tower, POB 24,

Tel Aviv 67012039 Israel

d.   The Group's core assets as of 31 March 2024 included the following:

 

 Country  Asset              Field                               Working interest  Field phase
 Israel   Karish (*)         Karish Main including Karish North  100%              Production
 Israel   Tanin (*)          Tanin                               100%              Development
 Israel   Block 12           Katlan                              100%              Appraisal
 Israel   Blocks 21, 23, 31  Hercules and Hermes                 100%              Exploration

 

(*) The concession agreement expires in 2044.

 

NOTE 2: -     Accounting policies and basis of preparation

The interim financial information included in this report has been prepared in
accordance with IAS 34 "Interim Financial Reporting". The results for the
interim period are unaudited and, in the opinion of management, include all
adjustments necessary for a fair presentation of the results for the period
ended 31 March 2024. All such adjustments are of a normal recurring nature.
The unaudited interim consolidated financial statements do not include all the
information and disclosures that are required for the annual financial
statements and must be read in conjunction with the Group's annual
consolidated financial statements for the year ended 31 December 2023.

The financial information presented herein has been prepared in accordance
with the accounting policies expected to be used in preparing the Group's
annual consolidated financial statements for the year ended 31 December 2024
which are the same as those used in preparing the annual consolidated
financial statements for the year ended 31 December 2023.

The directors consider it appropriate to adopt the going concern basis of
accounting in preparing these interim financial statements.

Israel-Hamas conflict- The Group continues to monitor the ongoing conflict
between the State of Israel and Hamas. While the situation has not impacted
the Company's production from the FPSO (Floating Production Storage and
Offloading vessel), it is not possible to predict whether the conflict will
have a material adverse effect on our future earnings, cash flows and
financial conditions.

 

 

NOTE 3: -     Revenues
                                                   31 March (Unaudited)
                                                   2024              2023

                                                   $'000             $'000
 Revenue from gas sales ((1))                      182,245           113,090
 Revenue from hydrocarbon liquids sales ((2))      84,041            50,691
 Compensation to customers ((3))                   -                 (4,928)
 Total revenue                                     266,286           158,853

((1)) Sales gas for three months ended 31 March 2024 totaled approximately 1.2
bcm and for three months ended 31 March 2023 totaled approximately 0.72 bcm.

((2)) Sales from hydrocarbon liquids for three months ended 31 March 2024
totaled approximately 1.07 mmbbl and for three months ended 31 March 2023
totaled approximately 0.714 mmbbl.

((3)) During 2021 and in accordance with the GSPAs signed with a group of gas
buyers, the Company paid compensation to these counterparties following delays
to the supply of gas from the Karish project. The compensation is deducted
from revenue in 2023, as variable consideration, as the gas is delivered to
the gas buyers, in accordance with IFRS 15 Revenue Recognition.

 

 

 

NOTE 4: -     Operating profit before taxation
                                                        31 March (Unaudited)
                                                        2024              2023

                                                        $'000             $'000
 (a)   Cost of sales
 Staff costs                                            4,186             1,885
 Energy cost                                            420               1,288
 Royalty payable                                        47,122            29,474
 Depreciation (Note 7)                                  54,317            30,279
 Other operating costs ((1))                            22,938            20,110
 Oil stock movement                                     (2,715)           869
 Total cost of sales                                    126,268           83,905
 (b)   Administrative expenses
 Staff costs                                            1,478             960
 Share-based payment charge                             181               99
 Depreciation and amortisation  (Note  7, 8)            470               592
 Auditor fees                                           52                48
 Other general & administration expenses ((2))          1,228             2,223
 Total administrative expenses                          3,409             3,922
 (c)    Exploration and evaluation expenses
 Other exploration and evaluation expenses              -                 50
 Total exploration and evaluation expenses              -                 50

((1)) Other operating costs mainly consist of insurance and planned
maintenance costs.

((2)) The Other general & administration expenses mainly consist of legal
expenses, management fees recharged by other Energean Group companies and
external advisors fees.

 

 

 

NOTE 5: -     Net finance income/(expenses)
                                                   31 March (Unaudited)
                                                                                   2024             2023

                                                                                   $'000            $'000
 Interest on Senior Secured Notes (Note 12)                                        42,525           34,375
 Interest expense on long terms payables (Note 13(2))                              1,046            612
 Less amounts included in the cost of qualifying assets (Note 7(A))                (3,686)          (3,568)
                                                                                   39,885           31,419
 Costs related to parent company guarantees                                        932              145
 Other finance costs and bank charges                                              594              107
 Unwinding of discount on trade payable (Note 13(3))                               4,051            -
 Unwinding of discount on provision for decommissioning                            926              861
 Unwinding of discount on right of use asset                                       226              15

 (1)
 Less amounts included in the cost of qualifying assets (Note 7(A))                (60)             (60)
                                                                                   6,669            1,068
 Total finance costs                                                               46,554           32,487
 Interest income from time deposits                                                3,056            654
 Profits from valuation of hedging operations                                      5                -
 Change of discount estimate on payables                                           -                872
 Total finance income                                                              3,061            1,526
 Net foreign exchange profits (losses)                                             125              (257)
 Net finance costs                                                                 (43,368)         (31,218)

NOTE 6: -     Taxation

1.      Corporate Tax rates applicable to the Company:

Israel:

The Israeli corporate tax rate is 23% in 2024 and 2023.

Cyprus:

For its activity in Cyprus, the Company is subject to corporation tax on its
taxable profits at the rate of 12.5%.

Starting from 1 January 2024, the Company's control and management was
transferred from the Republic of Cyprus ("Cyprus") to the United Kingdom
("UK") and as such the Company's tax residency migrated from Cyprus to UK.

2.      The Income and Natural Resources Taxation Law, 5771-2011 -
Israel- the main provisions of the law are as follows:

n April 2011, the Knesset passed the Income and Natural Resources Tax Law,
5771-2011 ("the Law"), which imposed an oil and gas profits levy at a rate set
out below. The rate of the levy is calculated according to a proposed R factor
mechanism, according to the ratio between the net accrued revenues from the
project and the cumulative investments as defined in the Law. A minimum levy
of 20% is levied at the stage where the R factor ratio reaches 1.5, and when
the ratio increases, the levy will increase gradually until the maximum rate
of 50% until the ratio reaches 2.3. In addition, it was determined that the
rate of the levy as stated will be reduced starting in 2017 by multiplying
0.64 by the difference between the corporate tax rate prescribed in section
126 of the Income Tax Ordinance for each tax year and the tax rate of 18%. In
accordance with the corporate tax rate from 2018 onwards, the maximum rate
will be 46.8%.

In addition, additional provisions were prescribed regarding the levy, inter
alia, the levy is recognised as an expense for the purpose of calculating
income tax; the limits of the levy shall not include export facilities; the
levy will be calculated and imposed for each reservoir separately (Ring
Fencing); payment by the owner of an oil right calculated as a percentage of
the oil produced, the recipient of the payment will be liable to pay a levy
according to the amount of the payment received, and this amount will be
subtracted from the amount of the levy owed by the holder of the oil right.

NOTE 6: -     Taxation (Cont.)

The Law also sets rules for the unification or separation or consolidation of
oil projects for the purposes of the Law. In accordance with the provisions of
the Law, the Group is not yet required to pay any payment in respect of the
said levy, and therefore no liability has been recognised in the financial
statements in respect of this payment.

 

3.      Taxation charge:

                                                                                31 March (Unaudited)
                                                                                2024         2023

                                                                                $'000        $'000
 Current income tax charge                                                      (246)        (143)
 Deferred tax relating to origination and reversal of temporary differences     (13,085)     (9,339)
 (Note 9)
 Total taxation expense                                                         (13,331)     (9,482)

NOTE 7: -     Property, Plant and Equipment

a.          Composition:

                                             Oil and gas Assets      Leased assets      Furniture, fixtures and equipment       Total

                                             $'000                   $'000              $'000                                   $'000
 Cost:
 At 1 January 2023                           2,932,789               4,740              1,994                                   2,939,523
 Additions                                   135,126                 12,246             396                                     147,768
 Handover to INGL((1))                       (111,448)               -                  -                                       (111,448)
 Capitalised borrowing cost                  17,658                  -                  -                                       17,658
 Change in decommissioning provision         4,913                   -                  -                                       4,913
 Total cost at 31 December 2023              2,979,038               16,986             2,390                                   2,998,414
 Additions                                   36,962                  47                 7                                       37,016
 Capitalised borrowing cost                  3,746                   -                  -                                       3,746
 Change in decommissioning provision         (7,072)                 -                  -                                       (7,072)
 Total cost at 31 March 2024                 3,012,674               17,033             2,397                                   3,032,104

 Depreciation:
 At 1 January 2023                           11,226                  1,459              525                                     13,210
 Charge for the year                         183,898                 2,966              509                                     187,373
 Total Depreciation at 31 December 2023      195,124                 4,425              1,034                                   200,583
 Charge for the period                       53,380                  1,203              99                                      54,682
 Total Depreciation at 31 March 2024         248,504                 5,628              1,133                                   255,265

 At 31 December 2023                         2,783,914               12,561             1,356                                   2,797,831
 At 31 March 2024                            2,764,170               11,405             1,264                                   2,776,839

The additions to oil & gas assets in 2024 and 2023 are primarily due to
development costs for the FPSO, Karish North and 2(nd) Oil Train.

((1)) Handover to INGL took place on 22 March 2023, please refer to Note
10(1).

 

NOTE 7: -     Property, Plant and Equipment  (Cont.)

b.         Depreciation expense for the year has been recognised as
follows:

                          31 March (Unaudited)
                          2024              2023

                          $'000             $'000
 Cost of sales            54,317            30,279
 Administration expenses  365               507
 Total                    54,682            30,786

 

c.          Cash flow statement reconciliations:

                                                                                          31 March (Unaudited)
                                                                                          2024              2023

                                                                                          $'000             $'000
 Additions and disposals to property, plant and equipment, net                     33,690          77,368

 Associated cash flows
 Payments and receipts for additions to property, plant and equipment, net         (67,448)        (55,752)
 Non-cash movements/presented in other cash flow lines
 Capitalised borrowing costs                                                       (3,746)         (3,628)
 Right-of-use asset additions                                                      (47)            -
 Change in decommissioning provision                                               7,072           (1,020)
 Lease payments related to capital activities                                      1,381           -
 Movement in working capital                                                       29,098          (16,968)

 

d.         Details of the Group's rights in petroleum and gas assets
are presented in note 1.

 

 

 

NOTE 8: -     Intangible Assets

a.          Composition:

                                             Exploration and evaluation assets      Software licences      Total

                                             $'000                                  $'000                  $'000
 Cost:
 At 1 January 2023                           141,869                                1,968                  143,837
 Additions                                   24,597                                 362                    24,959
 At 31 December 2023                         166,466                                2,330                  168,796
 Additions                                   6,237                                  -                      6,237
 At 31 March 2024                            172,703                                2,330                  175,033
 Amortisation:
 At 1 January 2023                           -                                      283                    283
 Charge for the year                         -                                      348                    348
 Total Amortisation at 31 December 2023      -                                      631                    631
 Charge for the period                       -                                      105                    105
 Total Amortisation at 31 March 2024         -                                      736                    736

 At 31 December 2023                         166,466                                1,699                  168,165
 At 31 March 2024                            172,703                                1,594                  174,297

Additions to exploration and evaluation assets are mainly related to pre-FID
cost for Katlan.

b.         Cash flow statement reconciliations:

                                                              31 March (Unaudited)
                                                                     2024            2023

                                                                     $'000           $'000
 Additions to intangible assets                                      6,237           9,089
 Associated cash flows
 Payment for additions to intangible assets                          (5,724)         (25,318)
 Non-cash movements/presented in other cash flow lines
 Movement in working capital                                         (513)           16,229

 

c.          Details on the Group's rights in the intangible assets:

 Right     Type of right        Valid date of the right  Group's interest as at

                                                         31 Match 2024
 Block 12  Exploration license  13 January 2025          100%
 Block 21  Exploration license  13 January 2025          100%
 Block 23  Exploration license  13 January 2025          100%
 Block 31  Exploration license  13 January 2025          100%

 

NOTE 8: -     Intangible Assets (Cont.)

d.         Additional information regarding the Exploration and
Evaluation assets:

As of 31 March 2024, the Group holds four licences to explore for gas and oil
in Block 12, Block 21, Block 23 and Block 31, which are located in the
economic waters of the State of Israel. In January 2024 the licences were
extended until 13 January 2025, and they may be extended for a further one
year.

In 2022, during the Company's growth drilling programme, it discovered gas in
Block 12, offshore Israel. The Company expects to take FID upon the
finalisation of EPC ("Engineering, Procurement and Construction") terms, which
are currently under negotiation.

 

NOTE 9: -     Deferred taxes

The Group is subject to corporation tax on its taxable profits in Israel at
the rate of 23%. The Capital Gain Tax rates depends on the purchase date and
the nature of asset. The general capital tax rate for a corporation is the
standard corporate tax rate.

Tax losses can be utilised for an unlimited period, and tax losses may not be
carried back.

According to Income Tax (Deductions from Income of Oil Rights Holders)
Regulations, 5716-1956, the exploration and evaluation expenses of oil and gas
assets are deductible in the year in which they are incurred.

The Group expects that there will be sufficient taxable profit in the
following years and that deferred tax assets, recognised in the consolidated
financial statements of the Group, will be recovered.

NOTE 9: -       Deferred taxes (Cont.)

Below are the items for which deferred taxes were recognised:

                                                                                           Property, plant and equipment & intangible assets          Right of use asset          Tax losses      Deferred expenses for tax      Staff leaving indemnities      Accrued expenses and other short‑term liabilities and other long‑term              Trade and other payables - Derivative liability      Total

                              liabilities

                                                                                           $'000                                                      IFRS 16                     $'000           $'000                          $'000
                                                                                  $'000                                                $'000

                                                                                                         $'000
                                                                                                                                                      $'000
 At 1 January 2024                                                                         (61,050)                                                   (2,888)                     8,983           4,082                          337                            3,551                                                                              -                                                    (46,985)
 Increase/(decrease) for the year through:
 Profit or loss                                                                            (4,776)                                                    299                         (8,644)         (63)                           70                             29                                                                                 -                                                    (13,085)
 Other comprehensive income                                                                                                                                                                                                                                                                                                                        38                                                   38
 At 31 March 2024                                                                          (65,826)                                                   (2,589)                     339             4,019                          407                            3,580                                                                              38                                                   (60,032)
 At 1 January 2023                                                                         (40,344)                                                   (754)                       56,415          6,209                          167                            1,193                                                                              -                                                    22,886
 Increase/(decrease) for the year through:
 Profit or loss                                                                            (20,706)                                                   (2,134)                     (47,432)        (2,127)                        170                            2,358                                                                              -                                                    (69,871)
 At 31 December 2023                                                                       (61,050)                                                   (2,888)                     8,983           4,082                          337                            3,551                                                                              -                                                    (46,985)

 

                             31 March 2024      31 December

                             (Unaudited)        2023

                             $'000              $'000
 Deferred tax liabilities    (68,415)           (63,938)
 Deferred tax assets         8,383              16,953
                             (60,032)           (46,985)

 

NOTE 10: -    Trade and other receivables

                                                  31 March 2024      31 December

                                                  (Unaudited)        2023

                                                  $'000              $'000
 Current
 Financial items

    Trade receivables
 Trade receivables                                134,253            114,139
 Other receivables ((1))                          4,995              6,994
 Accrued interest income                          122                -
 Refundable VAT                                   6,609              1,196
                                                  145,979            122,329
 Non-financial items
 Accrued interest income                          -                  1,015
 Prepayments and prepaid expenses                 4,272              6,791
                                                  4,272              7,806
 Total current trade and other receivables        150,251            130,135
 Non-current
 Non-financial items
 Prepayments and prepaid expenses                 4,951              5,365
 Total non-current trade and other receivables    4,951              5,365

((1)    ) The balance relates to the agreement with Israel Natural Gas
Lines ("INGL") for the transfer of title (the "Hand Over") of the near shore
and onshore segments of the infrastructure that delivers gas from the Energean
Power FPSO into the Israeli national gas transmission grid. The Hand Over
became effective in March 2023  and the final amount of $5.0 million is
expected to be collected in September 2024.

NOTE 11: -   Inventories
                                 31 March 2024      31 December

                                 (Unaudited)        2023

                                 $'000              $'000
 Hydrocarbon liquids             4,443              1,685
 Natural gas                     510                553
 Raw materials and supplies      6,322              4,903
 Total                           11,275             7,141

 
 

 

NOTE 12: -   Senior secured notes

a.                Senior secured notes:

On 24 March 2021 (the "Issue Date"), Energean Israel Finance Ltd (a 100%
subsidiary of the Company) issued US$2,500,000,000 of senior secured notes.
The proceeds were primarily used to prepay in full the Project Finance
Facility.

On 11 July 2023, Energean Israel Finance Ltd. completed the offering of US$750
million aggregate principal amount of senior secured notes with a fixed annual
interest rate of 8.500%. The funds were released from escrow in September 2023
and were used mainly to repay Energean Israel's US$625 million notes that were
due in March 2024.

 

The Notes were issued in four tranches as follows:

 Series            Maturity           Annual fixed Interest rate  31 March 2024              31 December 2023

                                                                  (Unaudited)

                                                                  Carrying value $'000       Carrying value $'000
 US$ 625 million   30 March 2026      4.875%                      620,529                    619,932
 US$ 625 million   30 March 2028      5.375%                      618,560                    618,145
 US$ 625 million   30 March 2031      5.875%                      617,058                    616,762
 US$ 750 million   30 September 2033  8.500%                      733,955                    733,653
 US$2,625 million                                                 2,590,102                  2,588,492

The interest on each series of the Notes is paid semi-annually, on 30 March
and on 30 September of each year.

The Notes are listed on the TACT Institutional of the Tel Aviv Stock Exchange
Ltd. (the "TASE").

With regards to the indenture document, signed on 24 March 2021 with HSBC BANK
USA, N.A (the "Trustee"), no indenture default or indenture event of default
has occurred and is continuing.

Collateral:

The Company has provided/undertakes to provide the following collateral in
favor of the Trustee:

a.       First rank fixed charges over the shares of Energean Israel
Limited, Energean Israel Finance Ltd and Energean Israel Transmission Ltd, the
Karish & Tanin Leases, the gas sales purchase agreements ("GSPAs"),
several bank accounts, operating permits, insurance policies, the Company's
exploration licences and the INGL Agreement.

b.      Floating charge over all of the present and future assets of
Energean Israel Limited and Energean Israel Finance Ltd.

c.       The Energean Power FPSO.

Restricted cash:

As of 31 March 2024, the Company had short-term restricted cash of US$1.29
million (31 December 2023: US$22.48 million), which will be used for the
September 2024 interest payment.

Credit rating:

The senior secured notes have been assigned a Ba3 rating by Moody's and a BB-
rating by S&P Global.

NOTE 13: -   Trade and other payables
                                                          31 March 2024      31 December

                                                          (Unaudited)        2023

                                                          $'000              $'000
 Current
 Financial items
 Trade accounts payable ((1))                             107,505            97,350
 Payables to related parties                              17,812             19,023
 Deferred licence payments due within one year ((2))      17,198             46,154
 Other creditors ((4))                                    17,687             32,034
 Income taxes                                             -                  1,585
 Derivative liability                                     165                -
 Short term lease liabilities                             3,948              4,718
                                                          164,315            200,864
 Non-financial items
 Accrued expenses ((1))                                   12,059             16,765
 Other finance costs accrued                              -                  55,411
 Social insurance and other taxes                         1,880              542
                                                          13,939             72,718
  Total current trade and other payables                  178,254            273,582
 Non-current
 Financial items
 Trade and other payables ((3))                           108,437            117,796
 Long term lease liabilities                              8,532              8,880
                                                          116,969            126,676
 Non-financial items
 Accrued expenses to related parties                      484                368
                                                          484                368
 Total non-current trade and other payables               117,453            127,044

((1)    ) Trade payables and accrued expenses relate primarily to
development expenditure on the Karish project, with the main contributors
being mainly the FPSO, Karish North, and the second oil train. Trade payables
are non-interest bearing.

((2)    ) In December 2016, Energean Israel acquired the Karish and Tanin
offshore gas fields for $40.0 million closing payment with an obligation to
pay additional consideration of $108.5 million plus interest inflated at an
annual rate of 4.6% in ten equal annual payments. A settlement agreement was
signed in November 2023, whereby it was agreed that the final amount owed
would be paid in two instalments. As of 31 March 2024, after the payment of
the first installment amount $30 million, the total discounted deferred
consideration was $17.2 million (as at 31 December 2023: $46.2 million). In
May 2024 the Company paid the second and final installment of $17.4 million.

((3)    ) The amount represents a long-term amount payable in terms of the
EPCIC contract. Following the amendment to the terms of the deferred payment
agreement with Technip signed in February 2024 the remaining amount payable
under the EPCIC contract has been reduced to $210 million. The amount is
payable in twelve equal quarterly deferred payments starting in March 2024 and
therefore has been discounted at 8.668%. p.a. (being the yield rate of the
senior secured loan notes, maturing in 2026, at the date of agreeing the
payment terms).

 

 

 

 

NOTE 13: -   Trade and other payables (Cont.)

((4)    ) The amount mainly comprises of royalties payables to the Israel
government and third parties with regards to the Karish Lease, including $6.6
million (2023: $12.1 million) of royalties payable to third parties.
Contractual royalties are payable to NewMed (previously Delek Drilling) and
third-party holders at a total rate of 7.5%, increasing to 8.25% after the
date at which the lease in question starts to pay the oil and gas profits
levy. The royalty payable to NewMed under the SPA is calculated on the value
of the total amount of natural gas and condensate produced at the wellhead
without any deduction (except for natural gas and Petroleum (as defined under
the Petroleum Law) used in the production process). No contractual royalties
under the SPA will be payable on future discoveries that were not part of the
original acquisition of the Karish and Tanin leases. Royalties under the SPA
are deductible for corporate tax and for the Oil Levy tax base.

 

NOTE 14: -   Equity

Interim dividend

An interim dividend of US$110 million was declared and paid during Q1 2024.

 

NOTE 15: - Financial Instruments

Fair Values of other financial instruments

The following financial instruments are measured at amortised cost and are
considered to have fair values different to their book values.

                                 31 March 2024 (Unaudited)           31 December 2023
                                 Book Value $'000  Fair Value $'000  Book Value $'000  Fair value $'000
 Senior Secured Notes (Note 12)  2,590,102         2,456,250         2,588,492         2,371,125

The fair value of the Senior Secured Notes is within level 1 of the fair value
hierarchy and has been estimated by discounting future cash flows by the
relevant market yield curve at the balance sheet date. The fair values of
other financial instruments not measured at fair value including cash and
short-term deposits, trade receivables and trade and other payables equate
approximately to their carrying amounts.

 
NOTE 16: -   Significant events and transaction during the reporting period

 

a)    In February 2024, Karish North first gas was achieved and the second
gas export riser was completed.

b)    In February 2024, the Company signed a new GSPA with Eshkol Energies
Generation LTD, majority owned Dalia Energy Companies Ltd, for the supply of
an initial quantity of 0.6 bcm/year starting June 2024, rising to 1 bcm/ year
from 2032 onwards. The GSPA is for a term of approximately 15 years, for a
total contract quantity of up to approximately 12 bcm. The contract contains
provisions regarding floor and ceiling pricing, take or pay and price
indexation (not Brent-price linked). The GSPA has been signed at levels that
are in line with the other large, long-term contracts within Energean's
portfolio.

 

NOTE 17: -   Subsequent events

a)    An interim dividend of US$35 million was declared and paid in April
2024.

 

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