REG - Energean PLC - Energean Israel 3Q 2025 Accounts
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RNS Number : 9939I Energean PLC 26 November 2025
ENERGEAN ISRAEL LIMITED
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2025
ENERGEAN ISRAEL LIMITED
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 SEPTEMBER 2025
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 7-20
- - - - - - - - - - - - - - - - - - - -
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
NINE MONTHS ENDED 30 SEPTEMBER 2025
30 September 2025 30 September 2024
(Unaudited) (Unaudited)
$'000 $'000
Notes
Revenue 3 845,390 974,889
Cost of sales 4 (433,261) (441,939)
Gross profit 412,129 532,950
Administrative expenses 4 (15,838) (12,879)
Exploration and evaluation expenses 4 (1,994) -
Other expenses 4 (9) (448)
Other income 4 9,794 444
Operating profit 404,082 520,067
Finance income 5 4,305 7,485
Finance costs 5 (126,742) (137,724)
Net foreign exchange losses 5 (13,468) (3,818)
Profit for the period before tax 268,177 386,010
Taxation expense 6 (61,840) (88,626)
Net profit for the period 206,337 297,384
Other comprehensive income (loss):
Items that may be reclassified subsequently to profit or loss: 15
Income on cash flow hedge for the period 28,678 744
Income taxes on items that may be reclassified to profit and loss 9 (6,596) (171)
Other comprehensive Income for the period 22,082 573
Total comprehensive Income for the period 228,419 297,957
The accompanying notes are an integral part of the interim consolidated
financial statements.
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF 30 SEPTEMBER 2025
30 September 2025 31 December 2024
(Unaudited) (Audited)
$'000 $'000
Notes
ASSETS:
NON-CURRENT ASSETS:
Property, plant and equipment 7 3,056,302 2,917,275
Intangible assets 8 95,493 96,103
Derivative financial instruments 15 10,357 -
Other receivables 10 10,212 9,848
3,172,364 3,023,226
CURRENT ASSETS:
Trade and other receivables 10 164,794 121,280
Derivative financial instruments 15 17,976 -
Inventories 11 20,116 16,714
Restricted cash 12(e) 20,847 82,427
Cash and cash equivalents 160,290 157,728
384,023 378,149
TOTAL ASSETS 3,556,387 3,401,375
EQUITY AND LIABILITIES:
EQUITY:
Share capital 1,708 1,708
Share Premium 212,539 212,539
Hedges Reserve 15 21,816 (266)
Retained earnings 137,986 27,499
TOTAL EQUITY 374,049 241,480
NON-CURRENT LIABILITIES:
Borrowings 12 2,701,939 2,594,213
Decommissioning provisions 89,858 85,357
Deferred tax liabilities 9 80,981 69,046
Trade and other payables 13 18,818 67,044
2,891,596 2,815,660
CURRENT LIABILITIES:
Trade and other payables 13 280,670 262,924
Income tax liability 6 10,072 80,966
Derivative financial instruments 15 - 345
290,742 344,235
TOTAL LIABILITIES 3,182,338 3,159,895
TOTAL EQUITY AND LIABILITIES 3,556,387 3,401,375
25 November 2025
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
NINE MONTHS ENDED 30 SEPTEMBER 2025
Share capital Share Premium Hedges Retained earnings Total equity
$'000 $'000 Reserve $'000 $'000
$'000
Balance as of 1 January 2025 (Audited) 1,708 212,539 (266) 27,499 241,480
Transactions with shareholders:
Dividend, see note 14 - - - (95,850) (95,850)
Comprehensive Income:
Profit for the period - - - 206,337 206,337
Other comprehensive income, net of tax - - 22,082 - 22,082
Total comprehensive income - - 22,082 206,337 228,419
Balance as of 30 September 2025 (Unaudited) 1,708 212,539 21,816 137,986 374,049
Balance as of 1 January 2024 (Audited) 1,708 212,539 - 74,781 289,028
Transactions with shareholders:
Dividend, see note 14 - - - (276,500) (276,500)
Comprehensive Income:
Profit for the period - - - 297,384 297,384
Other comprehensive loss, net of tax - - 573 - 573
Total comprehensive income - - 573 297,384 297,957
Balance as of 30 September 2024 (Unaudited) 1,708 212,539 573 95,665 310,485
The accompanying notes are an integral part of the interim consolidated
financial statements.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED 30 SEPTEMBER 2025
30 September 2025 30 September 2024
(Unaudited) (Unaudited)
$'000 $'000
Operating activities Notes
Profit for the period before tax 268,177 386,010
Adjustments to reconcile income before taxation to net cash provided by:
operating activities:
Depreciation, depletion and amortisation 4 191,873 182,450
Loss from sale on property, plant and equipment (PP&E) 4 - 448
Impairment of exploration and evaluation asset 4 1,994 -
Other income 4 (294) -
Finance Income 5 (4,305) (7,296)
Finance expenses 5 126,742 137,535
Net foreign exchange loss 5 13,468 3,818
Cash flow from operations before working capital 597,655 702,965
Increase in trade and other receivables (36,916) (14,935)
Increase in inventories (3,402) (5,063)
Increase in trade and other payables 36,277 17,475
Cash flow from operations 593,614 700,442
Income taxes paid (129,573) (2,384)
Net cash inflows from operating activities 464,041 698,058
Investing activities
Payment for purchase of PP&E 7(c) (350,478) (227,567)
Payment for exploration and evaluation, and other intangible assets 8(b) (1,457) (70,286)
Amounts received from INGL related to transfer PP&E 7(c) - - 1,801
Movement in restricted cash, net 12(d) 61,580 20,756
Interest received 4,849 8,036
Net cash outflow used in investing activities (285,506) (267,260)
Financing activities
Transaction costs in relation to borrowings 12 (30,957) -
Drawdown of borrowings 12 750,000 -
Senior Secured Notes repayment 12 (625,000)
Borrowings - interest paid 12 (169,535) (178,592)
0169,535)
Dividends paid ((1)) 14 (95,850) (276,500)
Other finance cost paid (3,137) (891)
Finance costs paid for deferred license payments - (4,000)
Repayment of obligations under leases 13 (3,791) (4,198)
Income on derivatives 15 233 -
Net cash outflow used in financing activities (178,037) (464,181)
Net increase (decrease) in cash and cash equivalents 498 (33,383)
Cash and cash equivalents at beginning of the period 157,728 286,625
Effect of exchange differences on cash and cash equivalents 2,064 2,314
Cash and cash equivalents at end of period 160,290 255,556
((1)) An interim dividend of US$28.25 million was declared in May 2025 and was
settled through the offset of a loan to the parent company, including accrued
interest.
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. As of 1 January 2024, the Company is tax resident in
the UK by virtue of having transferred its management and control from Cyprus
to the UK, with its registered address being at Accurist House, 44 Baker
Street, London, Q1U 7AL.
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 30 September 2025, 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 2024
(%)
2025
(%)
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 Financing activities 100 100
d. The Group's core assets as of 30 September 2025 were comprised of:
Country Asset Working interest Field phase
Israel Karish including Karish North ((1)) 100% Production
Israel Tanin ((1)) 100% Development
Israel Katlan (Block 12) ((2)) 100% Development
Israel Block 23 ((3)) 100% Exploration
Israel Block 31 ((3)) 100% Exploration
((1)) The concession agreement expires in 2044.
((2)) The concession agreement expires in 2054.
((3)) Refer to Note 8.
e. There have been no significant changes to related parties since 31
December 2024, refer to note 22 in the 2024 Group's annual consolidated
financial statements for more information.
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 2025. 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 2024.
The financial statements are presented in U.S. Dollars and all values are
rounded to the nearest thousand dollars except where otherwise indicated.
NOTE 2: Accounting policies and basis of preparation (Cont.)
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 2025
which are the same as those used in preparing the annual consolidated
financial statements for the year ended 31 December 2024.
The directors consider it appropriate to adopt the going concern basis of
accounting in preparing these interim financial statements. The Going Concern
assessment covers the period up to 31 December 2026, "the forecast period".
Israel geopolitical environment - Energean highlights the following as
important in relation to its principal risks. Since 7 October 2023, the
magnitude of regional geopolitical risk has been elevated. Concerns of
escalation in the Middle East have intensified the security risk in the
region, as essential infrastructure systems (such as the Energean Power FPSO
offshore Israel) may be targets for missile fire and sabotage operations. Any
event that impacts production from the Karish and Karish North fields could
have a material adverse impact on the business, results of operations, cash
flows, financial condition and prospects of the Group. On June 13, 2025, the
Ministry of Energy and Infrastructure ordered the temporary suspension of
production and activities of the Energean Power FPSO, following geopolitical
escalation in the region at the time of the notice. On June 25, 2025, the
Ministry of Energy and Infrastructure instructed the safe restart and
resumption of production and operations of the Energean Power FPSO, and
Energean acted in accordance with the instructions. Apart from this temporary
suspension, the Karish and Karish North fields have continued to produce with
no disruption since the start of the conflict. Post-period end, a ceasefire
was announced by the Israeli Government in October 2025. In the nine month of
2025, Energean has ensured that all measures are in place to continue business
operations, maintain the mobility of its people and make certain that the
security of information is unaffected.
New and amended accounting standards and interpretations:
The following amendments became effective as of 1 January 2025 and have been
applied in the preparation of these consolidated financial statements
· Amendments to IAS 21- Lack of exchangeability.
The adoption of the above standard and interpretations did not lead to any
material changes to the Group's accounting policies and did not have any other
material impact on the financial position or performance of the Group.
NOTE 3: Revenues
30 September 2025 30 September 2024
(Unaudited) $'000 (Unaudited) $'000
Revenue from gas sales ((1)) 608,780 645,833
Revenue from hydrocarbon liquids sales ((2)) 236,610 329,056
Total revenue 845,390 974,889
((1)) Sales gas for nine months ended 30 September 2025 totaled approximately
4.0 bcm (billion cubic metres) and for nine months ended 30 September 2024
totaled approximately 4.2 bcm.
((2)) Sales from hydrocarbon liquids for nine months ended 30 September 2025
totaled approximately 3,654 kbbl (kilo barrel) and for nine months ended 30
September 2024 totaled approximately 4,310 kbbl.
NOTE 4: Operating profit before taxation
30 September 2025 30 September 2024
(Unaudited) $'000 (Unaudited) $'000
(a) Cost of sales
Staff costs 13,156 10,299
Energy cost 1,809 1,819
Royalty payable 149,600 172,516
Depreciation and depletion (Note 7) 190,389 180,988
Other operating costs ((1)) 77,242 75,094
Oil stock movement 1,065 1,223
Total cost of sales 433,261 441,939
(b) Administrative expenses
Staff costs 4,372 3,475
Share-based payment charge 1,051 867
Depreciation and amortisation (Note 7, 8) 1,484 1,462
Auditor fees 192 252
Other general & administration expenses ((2)) 8,739 6,823
Total administrative expenses 15,838 12,879
(c) Exploration and evaluation expenses
Impairment of exploration and evaluation asset ((3)) 1,994 -
Total exploration and evaluation expenses 1,994 -
(d) Other expenses
Other expenses 9 448
Total other expenses 9 448
(e) Other income
Insurance compansation((4)) 9,500 -
Other income 294 444
Total other income 9,794 444
((1)) Other operating costs comprise of insurance costs and planned
maintenance costs.
((2)) The Administration expenses mainly consist of intercompany management,
legal expenses and external advisors' fees.
((3)) The licence for Block 21 expired on 13 January 2025. Capitalized costs
associated with Block 21 were written off. (Refer to Note 8)
((4)) The amount of US$9.5 million relates to insurance compensation due to
remedial work on auxiliary piping systems.
NOTE 5: Net finance expenses /(income)
30 September 2025 30 September 2024
(Unaudited) $'000 (Unaudited) $'000
Interest on Senior Secured Notes (Note 12) 134,435 127,681
Interest expense on long terms payables - 1,248
Less amounts included in the cost of qualifying assets (Note 7(A)) (26,047) (9,242)
108,388 119,687
Costs related to parent company guarantees 1,813 2,266
Other finance costs and bank charges 3,377 1,456
Unwinding of discount on trade payable (Note 13(2)) 7,239 11,265
Unwinding of discount on provision for decommissioning 6,075 2,923
Unwinding of discount on right of use asset 389 627
(1)
Less amounts included in the cost of qualifying assets ( (1)) (539) (500)
18,354 18,037
Total finance costs 126,742 137,724
Interest income from related parties (224) -
Interest income from time deposits (3,833) (7,296)
Income from hedging operations (233) (189)
Other interest income (15) -
Total finance income (4,305) (7,485)
Net foreign exchange losses 13,468 3,818
Net finance costs 135,905 134,057
((1)) US$219 thousand included in intangible assets additions (See note 8) and
US$320 thousand included in Oil and gas assets additions (See note 7).
NOTE 6: Taxation
1. Corporate Tax rates applicable to the Company:
Israel:
The Israeli corporate tax rate is 23% in 2025 and 2024.
United Kingdom:
Starting from 1 January 2024, the company's control and management was
transferred from the Republic of Cyprus to the United Kingdom ("UK") and as
such the company's tax residency migrated from Cyprus to UK from the first day
of the accounting period. The applicable tax rate in the UK is 25%.
Under s.18A of the UK CTA 2009, the Company made an election for the branch of
Energean Israel Limited (and any other branches that may open from time to
time) to be exempt from UK corporation tax from its first accounting period
commencing on 1 January 2024 and all subsequent accounting period.
2. The Income and Natural Resources Taxation Law, 5771-2011 - Israel-
the main provisions of the law are as follows:
In April 2011, the Knesset passed the Income and Natural Resources Tax Law,
5771-2011 ("the Law"). The imposition of oil and gas profits levy at a rate to
be set as set out below. The rate of the levy will be 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% will be 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 as from 2017 the maximum rate of the levy as
stated will be reduced by multiplying 0.64 with the difference between the
corporate tax rate prescribed in section 126 of the Income Tax Ordinance for
each tax year and the rate of 18%.
NOTE 6: Taxation (Cont.)
Additional provisions were prescribed regarding the levy, inter alia: the levy
will be 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).
In accordance with the provisions of the Law, the Group is not yet required to
pay any amount 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:
30 September 2025 30 September 2024
(Unaudited) $'000 (Unaudited) $'000
Current income tax charge (56 501) (64,599)
Deferred tax relating to origination and reversal of temporary differences (5,339) (24,027)
(Note 9)
Total taxation expense (61,840) (88,626)
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 2024 2,979,038 16,986 2,390 2,998,414
Additions ((1)) 172,421 1,363 351 174,135
Transfer from Intangible Assets ((2)) 205,324 - - 205,324
Disposals (448) - - (448)
Capitalised borrowing cost ((3)) 15,348 - - 15,348
Change in decommissioning provision (11,207) - - (11,207)
Total cost at 31 December 2024 (Audited) 3,360,476 18,349 2,741 3,381,566
Additions ((1)) 302,939 6,647 503 310,089
Lease modifications ((4)) - (11,237) - (11,237)
Capitalised borrowing cost ((3)) 26,047 - - 26,047
Change in decommissioning provision (1,574) - - (1,574)
Total cost at 30 September 2025 3,687,888 13,759 3,244 3,704,891
Depreciation:
At 1 January 2024 195,124 4,425 1,034 200,583
Charge for the year 258,328 4,962 418 263,708
Total depreciation at 31 December 2024 (Audited) 453,452 9,387 1,452 464,291
Charge for the period 187,541 3,576 371 191,488
Lease modifications ((4)) - (7,190) - (7,190)
Total Depreciation at 30 September 2025 (Unaudited) 640,993 5,773 1,823 648,589
At 31 December 2024 (Audited) 2,907,024 8,962 1,289 2,917,275
At 30 September 2025 (Unaudited) 3,046,895 7,986 1,421 3,056,302
((1) ) The additions to oil and gas assets for the period of nine months
ended 30 September 2025 mainly relates to Katlan development. In February
2024, Karish North first gas was achieved and the second gas export riser was
completed. The second oil train lift was safely and successfully performed in
Q4 2024; commissioning activities are ongoing and are expected to complete
around year- end 2025, which will result in an increase in liquids production
capacity.
((2) ) Final Investment Decision ("FID") for Katlan was made in July 2024,
and the concession agreement was granted in the same month, which expires in
2054. Refer to note 8 for further details.
((3)) Borrowing costs capitalised for qualifying assets during the year are
calculated by applying a weighted average interest rate of 6.83% for the
period ended 30 September 2025 (for the year ended 31 December 2024: 3.93%).
((4)) The lease modification pertains to the termination of vessel lease in
May 2025.
NOTE 7: Property, Plant and Equipment (Cont.)
b. Depreciation expense for the year has been recognised as
follows:
30 September 2025 30 September 2024
(Unaudited) $'000 (Unaudited) $'000
Cost of sales 190,389 180,988
Administration expenses 1,099 1,151
Total 191,488 182,139
c. Cash flow statement reconciliations:
30 September 2025 30 September 2024
(Unaudited) $'000 (Unaudited) $'000
Additions and disposals to property, plant and equipment, net 323,325 112,841
Associated cash flows
Payments and receipts for additions to property, plant and equipment, net (350,478) (225,766)
Non-cash movements/presented in other cash flow lines
Capitalised borrowing costs (26,047) (9,742)
Right-of-use asset additions (6,647) (1,129)
Lease modifications 11,237 -
Change in decommissioning provision 1,574 (4,432)
Lease payments related to capital activities 3,791 4,198
Movement in working capital 43,245 124,030
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 licenses Total
$'000 $'000 $'000
Cost:
At 1 January 2024 166,466 2,330 168,796
Additions 133,224 536 133,760
Transfer to Property Plant and Equipment (*) (205,324) - (205,324)
31 December 2024 (Audited) 94,366 2,866 97,232
Additions 1,617 152 1,769
At 30 September 2025 (Unaudited) 95,983 3,018 99,001
Amortisation:
At 1 January 2024 - 631 631
Charge for the year - 498 498
Total Amortisation at 31 December 2024 (Audited) - 1,129 1,129
Impairment of exploration and evaluation assets (note 8(d)) 1,994 - 1,994
Charge for the period - 385 385
Total Amortisation at 30 September 2025 (Unaudited) 1,994 1,514 3,508
At 31 December 2024 (Audited) 94,366 1,737 96,103
At 30 September 2025 (Unaudited) 93,989 1,504 95,493
The additions to exploration and evaluation assets in 2024 are mainly related
to pre-FID costs for Block 12 "Katlan".
(*) Katlan Final Investment Decision
In July 2024, the Ministry of Energy and Infrastructure granted the Company a
30-year concession for the Katlan area including a 20-year extension option.
Following this, Energean announced in July 2024 that it had taken FID for the
Katlan development project in Israel. The Katlan area is being developed in a
phased approach through a subsea tieback to the existing Energean Power FPSO.
First gas is planned for H1 2027. The EPCI (Engineering, Procurement,
Construction and Installation) contract for the subsea scope was awarded to
Technip FMC.
b. Cash flow statement reconciliations:
30 September 2025 30 September 2024
(Unaudited) $'000 (Unaudited) $'000
Additions to intangible assets 1,769 132,580
Associated cash flows
Payment for additions to intangible assets (1,457) (70,286)
Non-cash movements/presented in other cash flow lines
Movement in working capital (312) (62,294)
NOTE 8: Intangible Assets (Cont.)
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
30 September 2025
Block 23 Exploration license 13 January 2027 100%
Block 31 Exploration license 13 January 2027 100%
d. Additional information regarding the Exploration and Evaluation
assets:
As of 30 September 2025, the Group holds two licences to explore for gas and
oil, Block 23 and Block 31, which are located in the economic waters of the
State of Israel. In January 2025 the licences for Blocks 23 and 31 were
extended until 13 January 2027.
The licence for Block 21 was not extended and expired on 13 January 2025.
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.
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 Derivative asset/ 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 (12,040) 860 (8,983) (1,373) (45) (559) - (22,140)
Other comprehensive income - - - - - - 79 79
At 31 December 2024 (Audited) (73,090) (2,028) - 2,709 292 2,992 79 (69,046)
At 1 January 2025 (73,090) (2,028) - 2,709 292 2,992 79 (69,046)
Increase/(decrease) for the period through:
Profit or loss (5,048) 191 - (493) 54 (43) - (5,339)
Other comprehensive loss - - - - - - (6,569) (6,569)
At 30 September 2025 (Unaudited) (78,138) (1,837) - 2,216 346 2,949 (6,517) (80,981)
NOTE 9: Deferred taxes (Cont.)
30 September 2025 31 December 2024 (Audited)
(Unaudited) $'000 $'000
Deferred tax liabilities (86,492) (75,118)
Deferred tax assets 5,511 6,072
(80,981) (69,046)
NOTE 10: Trade and other receivables
30 September 2025 (Unaudited) 31 December 2024 (Audited)
$'000 $'000
Current
Financial items
Trade receivables
Trade receivables 141,395 108,085
Receivables from related parties 6 330
Other receivables ((1)) 5,549 5,038
Accrued interest income 33 1,048
146,983 114,501
Non-financial items
Prepayments 11,070 6,779
Refundable excise 6,741 -
17,811 6,779
Total current trade and other receivables 164,794 121,280
Non-current
Non-financial items
Deposit and prepayments 10,089 8,812
Deferred expenses in relation to Loans 123 1,036
Total non-current other receivables 10,212 9,848
((1)) The balance relates mainly to the final amount related 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 of approximately US$5 million in total and is expected to be
received over the course of the next year.
NOTE 11: Inventories
30 September 2025 31 December 2024
(Unaudited) (Audited)
$'000 $'000
Hydrocarbon liquids 2,488 3,581
Natural gas 511 502
Raw materials and supplies 17,117 12,631
Total 20,116 16,714
NOTE 12: Borrowings
a. Senior secured notes (the "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 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 the Notes bearing a fixed annual
interest rate of 8.500%. The proceeds were used mainly to repay the US$625
million Notes series due in March 2024. On 21 September 2025, Energean Israel
Finance Ltd redeemed in full the US$625 million Notes series due in March
2026.
US$750 Million Term Loan:
In February 2025 Energean Israel Finance Ltd signed a 10-year, senior-secured
term loan with banking corporation in Israel as the facility agent and
arranger for US$750 million (the "Term Loan" and the "Term Loan Agent",
respectively). The purpose of Term Loan was to refinance its 2026 senior
secured notes and provide additional liquidity for the Katlan development. Up
to US$475 million is in US dollars and up to US$275 million is in New Israeli
Shekel. The Term Loan bears a floating interest rate of SOFR plus a margin on
the USD component and the Bank of Israel (BOI) rate plus a margin on the ILS
component. The Term Loan is secured on the assets of the Group (including the
Company's shares), pari passu with the senior secured Notes, non-recourse to
Energean plc and has a bullet repayment in 2035 (refer to note 12(d) for
related collaterals).
During the nine month of 2025, Energean Israel Finance Ltd drew down the full
US$750 million amount of the Term Loan.
b. Composition:
Series Type Maturity Annual Interest rate 30 September 2025 (Unaudited) 31 December 2024 (Audited)
Carrying value Carrying value
$'000 $'000
Non-current
US$ 625 million Senior secured notes 30/03/2026 4.875% - 622,102
US$ 625 million Senior secured notes 30/03/2028 5.375% 620,809 619,602
US$ 625 million Senior secured notes 30/03/2031 5.875% 618,491 617,689
US$ 750 million Senior secured notes 30/09/2033 8.500% 735,725 734,820
US$ 275 million Term Loan 26/02/2035 3.1%+ BOI 270,084 -
US$ 475 million Term Loan 26/02/2035 4.25%+ SOFR 456,830 -
Total 2,701,939 2,594,213
The interest on each series of the Notes and loan 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. ("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.
c. Collateral:
The Company has provided/undertakes to provide the following collateral in
favor of HSBC BANK USA, N.A, which serves as the "Collateral Agent" under both
the Notes and the Term Loan:
1) 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.
2) Floating charge over all of the present and future assets of Energean
Israel Limited and Energean Israel Finance Ltd (except specifically excluded
assets).
3) The Energean Power FPSO.
NOTE 12: Borrowings (Cont.)
d. Restricted cash:
As of 30 September 2025, the Company had short-term restricted cash of
US$20.85 million (31 December 2024: US$82.43 million), which will be used
mainly for the March 2026 interest payment.
NOTE 13: Trade and other payables
30 September 2025 (Unaudited) 31 December 2024 (Audited)
$'000 $'000
Current
Financial items
Trade accounts payable 172,186 140,840
Payables to related parties 17,662 11,021
Other creditors ((1)) 41,704 35,468
Short term lease liabilities 6,908 5,296
238,460 192,625
Non-financial items
Accrued expenses 23,403 24,480
Other finance costs accrued 447 41,133
VAT payable 12,139 4,182
Deferred revenues 5,530 -
Social insurance and other taxes 691 504
42,210 70,299
Total current trade and other payables 280,670 262,924
Non-current
Financial items
Trade and other payables ((2)) 15,817 61,758
Long term lease liabilities 2,019 4,767
17,836 66,525
Non-financial items
Accrued expenses to related parties 982 519
982 519
Total non-current trade and other payables 18,818 67,044
((1) ) The amount mainly comprises of royalties payables to the Israel
government and third parties with regards to the Karish Lease, including
US$15.1 million (2024: US$12.9 million) of royalties payable to third parties.
Contractual royalties are payable to 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 third-party
holders under the Sale Purchase Agreement (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.
NOTE 13: Trade and other payables (Cont.)
((2) ) The amount represents a long-term amount payable in terms of
the EPCIC (Engineering, Procurement, Construction, Installation and
Commissioning) contract to Technip. According to the agreement with the EPCIC
contractor, the last US$210 million of the consideration is payable in 12
equal quarterly deferred payments beginning in March 2024 and as such has been
discounted at 8.67% per annum (being the yield rate of the senior secured loan
notes, maturing in 2026, as at the date of agreeing the payment terms). As of
30 September 2025, 7 installments have been paid.
NOTE 14: Equity
Interim dividends:
During the reporting period dividends of US$95.9 million were declared and
paid (2024: US$276.5 million).
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.
30 September 2025 (Unaudited) 31 December 2024 (Audited)
Book Value $'000 Fair value $'000 Book Value $'000 Fair value $'000
Senior Secured Notes (Note 12(a)) 1,975,025 2,006,750 2,594,213 2,485,589
The fair value of the Senior Secured Notes is within level 1 of the fair value
hierarchy and has been determined with reference to market prices at the
reporting date.
The fair values of other financial instruments not measured at fair value,
including cash and short-term deposits, trade receivables, trade and other
payables and the Term Loan which equate approximately to their carrying
amounts.
Cash Flow Hedging
In addition to the hedging agreements described in the 2024 annual
consolidated financial statements, in February 2025 the Group entered into a
forward transaction to hedge against foreign currency volatility risk
associated with its forecasted payment to the EPCI contractor for its Katlan
development. The forward contracts are subject to different maturity dates and
are designed to match the payments for completion of Katlan Subsea development
milestones under the host contract. Multi-currency instruments are effective
from April 2025 to August 2027.
The hedge relationship was deemed effective at inception, and in accordance
with the Group's accounting policy, the transaction was subject to cash flow
hedge accounting.
Consequently, as of 30 September 2025, the Group recorded a derivative asset
of US$28.3 million, and other comprehensive income of US$28.7 million, during
the reporting period (31 December 2024, the Group recorded a derivative
liability of US$0.3 million, and other comprehensive income of US$0.3 million
during 2024).
Financial risk management objectives
In addition to the risks discussed in the consolidated annual financial
statements, due to the new term Loan obtained in March 2025 (refer to note
12(b)), the Company became exposed to interest rate risk. The Group carefully
considers the future impact of the floating interest fluctuation and will
consider mitigation plans as needed and implement accordingly.
NOTE 16: Significant events and transactions during the reporting period
a. Approximately US$2 billion binding term sheet signed with Dalia
Energy Companies Ltd in January 2025 for gas sales in Israel. The binding term
sheet contains provisions regarding floor pricing, take or pay and price
indexation linked to CPI (not Brent-price linked). The terms agreed are in
line with the other material, long-term contracts within the Company
portfolio. For more details see Note 17(d).
b. The Company has signed a Gas Sale and Purchase Agreement
("GSPA") with Kesem Energy Ltd ("Kesem"). The contract is for the supply of
gas to Kesem's new power plant, which is estimated to be operational before
the end of the current decade. The contracted supply is approx. 1 bcm/year
from around the middle of the 2030s with limited quantities of gas supplied
intermittently before then. The contract represents over US$2 billion in
revenues and approx.12.5 bcm in contracted supply over the approx. 17-year
period. The contract contains provisions regarding floor pricing, take or pay
and price indexation (not Brent-price linked). The terms of GSPA are in line
with the other material, long-term contracts within the Company portfolio.
c. On June 13, 2025, Energean received notice from the Ministry
of Energy and Infrastructure ordering the temporary suspension of production
and activities of the Energean Power FPSO, following the geopolitical
escalation in the region at the time of the notice. On June 25, 2025, Energean
received notice from the Ministry of Energy and Infrastructure, instructing
the safe restart and resumption of production and operations at its Energean
Power FPSO. Energean acted in accordance with the Ministry of Energy and
Infrastructure's instructions. For more details see Note 2.
NOTE 17: Subsequent events
a. An interim dividend of US$33.19 million was declared and paid
in October 2025.
b. On 22 October 2025 the Company signed a new unsecured 10-year
term loan facility agreement with banking corporation in Israel for US$70
million ("Unsecured Term Loan"), to fund the development of the Nitzana
pipeline (see note 17(c)). The Unsecured Term Loan bears a floating interest
rate of SOFR plus a margin and non-utilization fee.
On 27 October, the Company drew US$33.2 from the above facility loan for the
initial 40% downpayment.
c. On 23 October 2025 the Company signed a transmission
agreement with INGL for capacity in the Nitzana pipeline.
The agreed terms in the transmission agreement are for the supply of up to 1
bcm/year for a 15-year period, with provisions for extensions and early
termination. The terms also include rights, during the construction phase, to
access available capacity in the Jordan-North pipeline. Nitzana is expected to
be operational no later than 36 months from end of October 2025.
The Company's 16.4% share of the construction costs for the pipeline and
compression station is expected to be approximately US$100 million and will
primarily be funded via the Unsecured Term Loan. Following an initial 40%
downpayment, which was paid in October 2025, the remaining cost balance will
be paid according to construction milestones via drawdown under the Unsecured
Term Loan and cash on hand.
d. Further to the information presented in Note 16(a), on 25
November 2025 the Company signed a GSPA with Dalia Energy Companies Ltd
representing over US$2 billion in contracted revenues. The contract is for
approximately 0.5 bcm/year from around January 2030 and then approximately 1.2
bcm/year from June 2035 onwards, and excludes supply in the summer months
(June to September) between 2030-2034.
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