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REG - Energean PLC - Energean Israel 3Q 2023 Accounts

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RNS Number : 6172T  Energean PLC  16 November 2023

 

 

 

 

 

ENERGEAN ISRAEL LIMITED

 

UNAUDITED INTERIM CONDENCED CONSOLIDATED FINANCIAL STATEMENTS

 

 

30 SEPTEMBER 2023

 

 

 

 

 

 

 

 

 

ENERGEAN ISRAEL LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 SEPTEMBER 2023

 

 

 

INDEX

 

 

                                                                       Page

 Interim Condensed Consolidated Statement of Comprehensive Income      3
 Interim Condensed Consolidated Statement of Financial Position        4
 Interim Condensed Consolidated Statement of Changes in Equity         5
 Interim Condensed Consolidated Statement of Cash Flows                6
 Notes to the Interim Condensed Consolidated Financial Statements      7-20

 

 

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

 

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

NINE MONTHS ENDED 30 SEPTEMBER 2023

 

                                                         30 September  (Unaudited)
                                              Notes      2023                  2022

                                                         $'000                 $'000

 Revenue                                      3          646,585               -
 Cost of sales                                4          (313,374)             -
 Gross profit                                            333,211               -

 Administrative expenses                      4          (13,182)              (7,218)
 Exploration and evaluation expenses          4          (50)                  (1,277)
 Other expenses                               4          (170)                 (1,079)
 Other income                                 4          2                     53
 Operating profit/(loss)                                 319,811               (9,521)

 Financial income                             5          9,133                 5,757
 Financial expenses                           5          (120,379)             (4,931)
 Foreign exchange loss, net                   5          (4,872)               1,405
 Profit/(loss) for the period before tax                 203,693               (7,290)

 Taxation (expense)/income                    6          (46,766)              2,663
 Net profit (loss) for the period                        156,927               (4,627)

 

 

 

 

 

 

 

 

 

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

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF 30 SEPTEMBER 2023

                                    Notes      30 September 2023      31 December

                                               (Unaudited)            2022

                                               $'000                  $'000

 ASSETS:
 NON-CURRENT ASSETS:
 Property, plant and equipment      7          2,869,484              2,926,313
 Intangible assets                  8          160,410                143,554
 Other receivables                  10         507                    108
 Deferred tax asset                 9          -                      22,886
                                               3,030,401              3,092,861
 CURRENT ASSETS:
 Trade and other receivables        10         121,412                82,611
 Inventories                        11         11,856                 8,313
 Restricted cash                               24,500                 71,778
 Cash and cash equivalents                     239,076                24,825
                                               396,844                187,527
 TOTAL ASSETS                                  3,427,245              3,280,388

 EQUITY AND LIABILITIES:
 EQUITY:
 Share capital                                 1,708                  1,708
 Share premium                                 212,539                212,539
 Retained earnings (losses)                    86,399                 (70,528)
 TOTAL EQUITY                                  300,646                143,719
 NON-CURRENT LIABILITIES:
      Senior secured notes          12         2,587,848              2,471,030
 Decommissioning provisions                    73,602                 84,299
 Deferred tax liability             9          22,028                 -
 Trade and other payables           13         180,038                210,241
                                               2,863,516              2,765,570
 CURRENT LIABILITIES:
 Trade and other payables           13         263,083                371,099
                                               263,083                371,099
 TOTAL LIABILITIES                             3,126,599              3,136,669
 TOTAL EQUITY AND LIABILITIES                  3,427,245              3,280,388

 

 

 15 November  2023
                         Panagiotis Benos      Matthaios Rigas

                         Director              Director

 

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

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

NINE MONTHS ENDED 30 SEPTEMBER 2023

 

                                                  Share capital      Share Premium          Retained earnings (losses)      Total equity

                                                  $'000              $'000                  $'000                           $'000
 Balance as of 1 January 2023                     1,708              212,539                (70,528)                        143,719
 Profit for the period                            -                  -                      156,927                         156,927
 Balance as of 30 September 2023 (unaudited)      1,708              212,539                86,399                          300,646

 Balance as of 1 January 2022                     1,708              572,539                (35,946)                        538,301
 Transactions with shareholders
 Share premium reduction (*)                      -                  (360,000)              -                               (360,000)
 Comprehensive loss
 Loss for the period                              -                  -                      (4,627)                         (4,627)
 Balance as of 30 September 2022 (unaudited)      1,708              212,539                (40,573)                        173,674

(*) In April 2022 the Company reduced its share premium capital by US$360
million and credited US$346 million against the shareholder loan account plus
accrued interest.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2023

                                                                                         30 September (Unaudited)
                                                                              Notes      2023                  2022

                                                                                         $'000                 $'000
 Operating activities
 Profit (Loss) for the period before tax                                                 203,693               (7,290)
 Adjustments to reconcile loss before taxation to net cash provided by
 operating activities:
 Depreciation, depletion and amortisation                               ( )   4          132,527               232
 Loss from sale on equipment                                            ( )   4          170                   1,079
 Exploration and evaluation expenses                                    ( )   8          -                     1,277
 Compensation to gas buyers,  payment made in advance                   ( )   3          4,929                 -
 Finance Income                                                         ( )   5          (9,133)               (5,757)
 Finance expenses                                                       ( )   5          120,379               4,932
 Net foreign exchange loss (gains)                                      ( )   5          4,872                 (1,405)
 Cash flow from operations before working capital                                        457,437               (6,932)
 (Increase)/decrease in trade and other receivables                                      (56,590)              906
 Increase in inventories                                                                 (3,543)               -
 Decrease in trade and other payables                                                    (20,930)              (665)
 Cash from operations                                                                    376,374               (6,691)
 Income taxes paid                                                                       (397)                 (572)
 Net cash inflows from/(used in) operating activities                                    375,977               (7,263)

                                                                                         819
 Investing activities
 Payment for exploration and evaluation, and other intangible assets          8(B)       (92,634)              (18,823)
 Payment for purchase of property, plant and equipment                        7(C)       (164,913)             (232,037)
 Proceeds from disposals of property, plant and equipment                                2                     188
 Amounts received from INGL related to transfer of property, plant and        10         56,906                17,371
 equipment
 Movement in restricted cash, net                                                        47,278                127,945
 Interest received                                                                       9,921                 2,863
 Net cash outflows used in investing activities                                          (143,440)             (102,493)
 Financing activities
 Senior secured notes - interest paid                                         12         (128,906)             (128,906)
 Senior secured notes issuance                                                12         750,000               -
 Senior secured notes repayment                                               12         (625,000)             -
 Other distribution                                                                      (4,386)               -
 Other finance cost paid                                                                 (335)                 (2,359)
 Finance costs paid for deferred licence payments                                        (2,496)               (1,501)
 Transaction cost related to senior secured notes issuance                    16         (3,690)               -
 Repayment of obligations under leases                                        13         (1,942)               (683)
 Net cash outflow used in financing activities                                           (16,755)              (133,449)

 Net increase/(decrease) in cash and cash equivalents                                    215,782               (243,205)
 Cash and cash equivalents at beginning of the period                                    24,825                349,827
 Effect of exchange differences on cash and cash equivalents                             (1,531)               (2,656)
 Cash and cash equivalents at end of the period                                          239,076               103,966

The accompanying notes are an integral part of the interim condensed
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 crude oil. The Group's main activities are performed in Israel by its
Israeli Branch.

c.   As of 30 September 2023, the Company had investments in the following
subsidiaries:

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

At 30 September
At 31 December 2022

(%)
                                                                                                                     2023

(%)
 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 30 September 2023 are comprised of:

 

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

 

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 30 September 2023. All such adjustments are of a normal recurring
nature. The unaudited interim condensed 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 2022.

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 2023
which are the same as those used in preparing the annual consolidated
financial statements for the year ended 31 December 2022.

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

NOTE 3: -     Revenues
                                                                  30 September (Unaudited)
                                                        2023                            2022

                                                        $'000                           $'000
 Revenue from gas sales ((1))                           484,238                         -
 Revenue from hydrocarbon liquids sales ((2))           167,275                         -
 Compensation to customers ((3))                        (4,928)                         -
 Total revenue                                          646,585                         -

((1)) Sales gas for nine months ended 30 September 2023 totaled approximately
3.1 bcm (the Company started production on 26 October 2022).

((2)) Sales from hydrocarbon liquids for nine months ended 30 September 2023
totaled approximately 2.22 mmbbl (the Company did not sell hydrocarbon liquids
during 2022).

((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, as variable consideration, as the gas is delivered to the gas
buyers, in accordance with IFRS 15 Revenue Recognition

 

 

 

 

 

 

 

 

 

 

NOTE 4: -     Operating profit (loss) before taxation
                                                                    30 September (Unaudited)
                                                                    2023                  2022

                                                                    $'000                 $'000
 (a)   Cost of sales
 Staff costs                                                        6,566                 -
 Energy cost                                                        2,869                 -
 Royalty payable                                                    117,266               -
  Other operating costs                                             57,061                -
 Depreciation and amortisation (Note 7)                             131,262               -
 Hydrocarbon liquids inventory movement (Note 11)                   (1,650)               -
 Total cost of sales                                                313,374               -
 (b)   General & administration expenses                                       (c)
 Staff costs                                                        2,544                 1,115
 Share-based payment charge                                         517                   128
 Depreciation and amortisation (Note 7, 8)                          1,265                 352
 Auditor fees                                                       135                   200
 Other general & administration expenses                            8,721                 5,423
 Total administrative expenses                                      13,182                7,218
 (c)    Exploration and evaluation expenses
 Other exploration and evaluation expenses                          50                    1,277
 Total exploration and evaluation expenses                          50                    1,277
 (d)   Other expenses
 Loss from disposal of inventory property, plant and equipment      170                   1,079
 Total other expenses                                               170                   1,079
 (e)   Other income                                                            (f)
 Other income                                                       2                     53
 Total other income                                                 2                     53

 

 

 

 

 

 

 

 

 

NOTE 5: -     Net finance income/(expenses)
                                                                   30 September (Unaudited)
                                                                   2023                  2022

                                                                   $'000                 $'000
 Interest on senior secured notes ((1))                            119,322               102,505
 Interest expense on long terms payables ((2))                     2,485                 8,716
 Less amounts included in the cost of qualifying assets ((3))      (11,813)              (107,177)
                                                                   109,994               4,044
 Finance and arrangement fees                                      1,757                 3,681
 Other finance costs and bank charges                              497                   319
 Unwinding of discount on trade payable                            5,407                 -
 Unwinding of discount on provision for decommissioning            2,513                 568
 Unwinding of discount on right of use asset                       391                   238

 (1)
 Less amounts included in the cost of qualifying assets ((3))      (180)                 (3,919)
                                                                   10,385                887
 Total finance costs                                               120,379               4,931
 Interest income from time deposits                                (9,133)               (2,543)
 Interest income from loans to related parties                     -                     (3,214)
 Total finance income                                              (9,133)               (5,757)
 Net foreign exchange (gains) losses                               4,872                 (1,405)
 Net finance expense (income)                                      116,118               (2,231)

 

(1)    Refer also to Note 12.

(2)    Refer  also to Note 13.

(3)    Refer also to Note 7(A).

 

NOTE 6: -     Taxation

1.      Taxation charge:

                                                           30 September (Unaudited)
                                                 2023                     2022

                                                 $'000                    $'000
 Tax - current period                            (1,853)                  (291)
 Deferred tax                                    (44,913)                 2,954
 Total taxation income (expense) yyyyyuuuu(      (46,766)                 2,663

 

 

 

 

 

 

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 2022                                        2,241,783               4,009              829                                     2,246,621
 Additions ((1))                                          514,373                 731                1,165                                   516,269
 Disposals                                                (900)                   -                  -                                       (900)
 Capitalised borrowing cost                               129,357                 -                  -                                       129,357
 Capitalised depreciation                                 632                     -                  -                                       632
 Change in decommissioning provision                      47,544                  -                  -                                       47,544
 Total cost at 31 December 2022                           2,932,789               4,740              1,994                                   2,939,523
 Additions ((1))                                          175,598                 12,197             311                                     188,106
 Handover to INGL((2))                                    (111,448)               -                  -                                       (111,448)
 Capitalised borrowing cost                               11,993                  -                  -                                       11,993
 Change in decommissioning provision                      (13,211)                -                  -                                       (13,211)
 Total cost at 30 September 2023 (unaudited)              2,995,721               16,937             2,305                                   3,014,963

 Depreciation:
 At 1 January 2022                                        433                     693                228                                     1,354
 Charge for the year                                      10,976                  134                297                                     11,407
 Capitalised to oil and gas assets                        -                       632                -                                       632
 Disposals                                                (433)                   -                  -                                       (433)
 Write down of the assets                                 250                     -                  -                                       250
 Total Depreciation at 31 December 2022                   11,226                  1,459              525                                     13,210
 Charge for the period                                    130,211                 1,400              659                                     132,270
 Total Depreciation at 30 September 2023 (unaudited)      141,436                 2,859              1,184                                   145,479

 At 31 December 2022                                      2,921,563               3,281              1,469                                   2,926,313
 At 30 September 2023 (unaudited)                         2,854,285               14,078             1,121                                   2,869,484

((1)) The additions to oil & gas assets in nine month period 2023 are
primarily due to development costs for the FPSO, Karish North and 2(nd) Oil
Train. The additions in 2022 are primarily due to development costs for the
Karish field, incurred under the EPCIC contract, FPSO, subsea and onshore
construction.

((2)) Handover to INGL took place on 22 March 2023, please refer to note 13

 

 

 

 

 

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

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

                                                         30 September (Unaudited)
                                                   2023                        2022

                                                   $'000                       $'000
 Cost of sales                                     131,262                     -
 Administration expenses                           1,008                       110
 Capitalised depreciation in oil & gas assets      -                           357
 Total                                             132,270                     467

 

c.          Cash flow statement reconciliations:

 

                                                                                 30 September (Unaudited)
                                                                                 2023                 2022
                                                                                 $'000                $'000
 Additions to property, plant and equipment                                      188,106              392,377
 Less:
 Right-of-use asset additions                                                    12,197               198
 Capitalised depreciation                                                        -                    656
 Capitalised share-based payment charge                                          -                    174
 Add:
 Lease payments related to capital activities                                    1,942                -
 Capital expenditures                                                            177,851              391,349
 Movement in working capital                                                     (12,938)             (159,312)
 Payment for additions to property, plant and equipment as per the cash flow     164,913              232,037
 statement

 

NOTE 8: -     Intangible Assets

a.          Composition:

                                                          Exploration and evaluation assets      Software licences      Total

                                                          $'000                                  $'000                  $'000
 Cost:
 At 1 January 2022                                        20,141                                 255                    20,396
 Additions ((1))                                          123,005                                1,713                  124,718
 Write off of exploration and evaluation costs ((2))      (1,277)                                -                      (1,277)
 At 31 December 2022                                      141,869                                1,968                  143,837
 Additions ((1))                                          17,113                                 -                      17,113
 At 30 September 2023 (unaudited)                         158,982                                1,968                  160,950
 Amortisation:
 At 1 January 2022                                        -                                      255                    255
 Charge for the year                                      -                                      28                     28
 Total Amortisation at 31 December 2022                   -                                      283                    283
 Charge for the period                                    -                                      257                    257
 Total Amortisation at 30 September 2023 (unaudited)      -                                      540                    540

 At 31 December 2022                                      141,869                                1,685                  143,554
 At 30 September 2023 (unaudited)                         158,982                                1,428                  160,410

((1)) Additions to exploration and evaluation assets are primarily related to
the 2022 growth drilling programme undertaken offshore Israel.

((2))  Zone D: On 27 July 2022, the Company sent a formal notice to the
Ministry of Energy notifying the relinquishment of Zone D and discontinuation
of related work. As such, the licences subsequently expired on 27 October
2022.

 

b.         Cash flow statement reconciliations:

 

                                                   30 September (Unaudited)
                                                   2023                  2022
                                                   $'000                 $'000
 Additions to intangible assets                    17,113                66,219
 Associated cash flows
 Movement in working capital                       75,521                (47,396)
 Payment for additions to intangible assets        92,634                18,823

 

 

 

 

 

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 depend on the purchase date and
the nature of the asset. The general capital gains 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 profits in the
following years and that deferred tax assets, recognised in the interim
condensed 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              Decommissioning provision      Total

                              liabilities

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

                                                                                                         $'000
                                                                                                                                                      $'000
 At 1 January 2022                                                                         (12,632)                                                   (762)                       4,750           11,031                         94                             923                                                                                8,171                          11,575
 Increase/(decrease) for the year through:
 Profit or loss                                                                            (27,712)                                                   8                           51,665          (4,822)                        73                             270                                                                                (8,171)                        11,311
 At 1 January 2023                                                                         (40,344)                                                   (754)                       56,415          6,209                          167                            1,193                                                                              -                              22,886
 Increase/(decrease) for the period through:
 Profit or loss                                                                            (16,269)                                                   (2,393)                     (28,382)        (472)                          50                             2,552                                                                              -                              (44,914)
 At 30 September 2023                                                                      (56,613)                                                   (3,147)                     28,033          5,737                          217                            3,745                                                                              -                              (22,028)

 

                               30 September 2023      31 December

                               (Unaudited)            2022

                               $'000                  $'000
 Deferred tax liabilities      (59,760)               (41,099)
 Deferred tax assets           37,732                 63,985
                               (22,028)               22,886

 

NOTE 10: -   Trade and other receivables
                                                   30 September 2023      31 December

                                                   (Unaudited)            2022

                                                   $'000                  $'000
   Current
    Financial items

    Trade receivables
    Trade receivables                              112,955                37,491
 Other receivables ((1))                           6,646                  999
 Refundable VAT                                    -                      37,131
 Accrued interest income                           101                    888
                                                   119,702                76,509
     Non-financial items
 Prepayments                                       544                    159
 Deferred expenses ((2))                           -                      4,929
 Prepaid expenses and other receivable             1,166                  1,014
                                                   1,710                  6,102
    Total current trade and other receivables      121,412                82,611
   Non-current
    Financial items

 Deposits and prepayments                          507                    108
                                                   507                    108
 Total non-current trade and other receivables     507                    108

((1)) The increase from 2022 is due to the recognition of a receivable from
INGL, please refer to Note 13(4) for further details.

((2)) Deferred expenses relate to compensation to gas buyers following delays
to the supply of gas from the Karish project. This compensation is treated as
variable consideration under IFRS 15 Revenue Recognition and therefore,
reduced from gas sales following commencement of production, please refer
 also Note 3.

NOTE 11: -   Inventory
                                 30 September 2023      31 December

                                 (Unaudited)            2022

                                 $'000                  $'000
 Raw materials and supplies      7,379                  5,563
 Hydrocarbon liquids             3,987                  2,367
 Natural gas                     490                    383

 Total                           11,856                 8,313

 

 

 

 

 

 

 

 

NOTE 12: -   Borrowings and secured notes

a.     Issuance of US$2,500,000,000 senior secured notes:

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

 

On 11 July 2023, Energean Israel Finance Ltd. 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 interest on the Notes will be paid
semi-annually, on March 30 and September 30 of each year, beginning on March
30, 2024. The Notes are listed for trading on the TASE-UP of the Tel Aviv
Stock Exchange Ltd. (the "TASE"). The proceed from the Offering, was released
from escrow in September 2023 and was used to a) refinance the $625 million
notes due in 2024 (redemption date on 30 September 2023), b) pay fees and
expenses associated with this refinancing, c) contribute towards funding the
interest payment reserve account, and d) contribute towards the payment of the
final deferred consideration to Kerogen.

 

The Notes were issued in five tranches as follows:

                                                                  30 September 2023         31 December

                                                                  (Unaudited)               2022

 Series            Maturity           Annual fixed Interest rate  Carrying value $'000      Carrying value $'000

 US$ 625 million   30 March 2024      4.500%                      -                         620,461
 US$ 625 million   30 March 2026      4.875%                      619,462                   617,912
 US$ 625 million   30 March 2028      5.375%                      617,852                   616,767
 US$ 625 million   30 March 2031      5.875%                      616,628                   615,890
 US$ 750 million   30 September 2031  8.500%                      733,906                   -
 US$2,625 million                                                 2,587,848                 2,471,030

 

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 TASE-UP 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"), as amended and supplemented, 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 sale and 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.

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
                                                          30 September 2023      31 December

                                                          (Unaudited)            2022

                                                          $'000                  $'000
 Current
 Financial items
 Trade accounts payable ((1))                             144,990                209,853
 Payables to related parties                              14,103                 21,028
 VAT payable                                              5,105                  -
 Deferred licence payments due within one year ((2))      12,852                 13,345
 Other creditors                                          21,843                 6,712
 Current lease liabilities                                7,870                  1,792
                                                          206,763                252,730
 Non-financial items
 Accrued expenses ((1))                                   39,897                 29,404
 Other finance costs accrued                              14,147                 32,227
 Contract liability ((4))                                 -                      56,230
 Social insurance and other taxes                         759                    502
 Income taxes                                             1,517                  6
                                                          56,320                 118,369
  Total current trade and other payables                  263,083                371,099
 Non-current
 financial items
 Trade and other payables ((3))                           144,092                169,360
 Deferred licence payments ((2))                          28,629                 38,488
 Long term lease liabilities                              6,786                  2,214
                                                          179,507                210,062
 Non-financial items
 Accrued expenses to related parties                      531                    179
                                                          531                    179
 Total non-current trade and other payables               180,038                210,241

((1)     ) Trade payables and accrued expenses relate primarily to
development expenditure on the Karish project, with the main contributors
being FPSO and subsea construction costs and for drilling activities performed
offshore Israel. Trade payables are non-interest bearing.

((2)     ) In December 2016, the Company acquired the Karish and Tanin
leases for US$40 million of upfront consideration plus contingent
consideration of US$108.5 million (paid over 10 equal instalments) bearing
interest at an annual rate of 4.6%. On 30 September 2023, the total discounted
deferred consideration was US$41 million (31 December 2022: US$52million).
 Refer  to Note 16.

((3)     ) This represents the amount payable to Technip in respect of
the EPCIC contract. Under this contract, US$250 million becomes payable nine
months following the practical completion date (June 18, 2023), and is payable
in eight equal quarterly instalments, bearing no interest.  A discount rate
of 5.831% has been applied (being the yield rate of the senior secured loan
notes, maturing in 2024, at the date of entering into the settlement
agreement). The amounts payable to Technip up to 30 September 2024 under this
contract are presented as part of trade accounts payable - current.

((4)     ) The contract liability 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. Following the Hand Over, INGL is
responsible for the operations and maintenance of this part of the
infrastructure and the related asset (refer to Note 7) and contract liability
was derecognised. The final $5million consideration is receivable within 12
months of handover and is recognised within other receivable (refer to Note
10).

NOTE 14: - Financial Instruments

Fair Values:

The fair values of the Group's non-current liabilities measured at amortised
cost are considered to approximate their carrying amounts at the reporting
date.

The carrying value less any estimated credit adjustments for financial assets
and financial liabilities with a maturity of less than one year are assumed to
approximate their fair values due to their short-term nature. The fair value
of the Group's finance lease obligations is estimated using discounted cash
flow analysis based on the Group's current incremental borrowing rates for
similar types and maturities of borrowing and are consequently categorized in
level 2 of the fair value hierarchy.

There were no transfers between fair value levels during the period.

The fair value hierarchy of financial assets and financial liabilities that
are not measured at fair value (but fair value disclosure is required) is as
follows:

                                             Fair value hierarchy as at 30 September 2023 (unaudited)
                                             Level 1                 Level 2                             Total

                                             $'000                   $'000                               $'000
 Financial assets
 Short term restricted cash                  24,500                  -                                   24,500
 Short term trade and other receivables      -                       119,702                             119,702
 Cash and cash equivalents                   239,076                 -                                   239,076
 Total                                       263,576                 119,702                             383,278
 Financial liabilities
 Senior secured notes ((1))                  2,439,500               -                                   2,439,500
 Trade and other payables - long term        -                       179,507                             179,507
 Trade and other payables - short term       -                       206,763                             206,763
 Total                                       2,439,500               386,270                             2,825,770

 

                                             Fair value hierarchy as at 31 December 2022
                                             Level 1              Level 2                       Total

                                             $'000                $'000                         $'000
 Financial assets
 Short term restricted cash                  71,778               -                             71,778
 Short term trade and other receivables      -                    76,509                        76,509
 Cash and cash equivalents                   24,825               -                             24,825
 Total                                       96,603               76,509                        173,112
 Financial liabilities
 Senior secured notes ((1))                  2,298,125            -                             2,298,125
 Trade and other payables - long term        -                    210,062                       210,062
 Trade and other payables - short term       -                    252,730                       252,730
 Total                                       2,298,125            462,792                       2,760,917

((1)) The senior secured notes are measured at amortised cost in the Group's
financial statements. The notes are listed for trading on the TACT
Institutional of the Tel Aviv Stock Exchange Ltd (the "TASE"). The carrying
amount as of 30 September 2023 was US$2,588 million and as of 31 December 2022
was US$2,471 million.

 

 

 

 

NOTE 15: -   Significant events and transaction during the reporting period

(a)  Gas Sales Agreements - Energean signed spot gas sale and purchase
agreement with three Israeli gas buyers. The gas price will be determined in
each period, with purchased amounts determined on a daily basis. The agreement
will be valid for an initial one-year period with an option to extend subject
to ratification by both parties.

 

(b)   INGL Hand-Over completion - The Hand Over became effective in March
2023. Following the Hand Over, INGL is responsible for the operations and
maintenance of this part of the infrastructure.

 

(c)    Completion of offering of US$750,000,000 senior secured notes - see
Note 12.

 

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

(a)  Interim dividend - An interim dividend of US$78 million was declared and
paid on the 18 October, as part of the process to make the final deferred
consideration to Kerogen.

 

(b)  Israel-Hamas conflict (Swords of Iron War) - as of 7 October 2023,
following an unprecedented attack against Israel by Hamas, Israel has been
declared in a state of war. While the situation has not impacted the Company's
production from the FPSO, it is not possible to predict whether the conflict
will have a material adverse effect on our future earnings, cash flows and
financial conditions.

 

(c)    Karish and Tanin purchase agreement - In November 2023, Energean
Israel reached a settlement with NewMed Energy for the remaining deferred
consideration under the original purchase agreement of the Karish and Tanin
leases of approximately $47.4 million, which includes the agreed annual
interest. This will be paid in 2024 in two instalments. This agreement is
final and unappealable.

 

 

 

 

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