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REG - Energean PLC - Energean Israel Half Year 2023 Accounts

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RNS Number : 6354L  Energean PLC  07 September 2023

 

 

 

 

 

ENERGEAN ISRAEL LIMITED

 

UNAUDITED INTERIM CONDENCED CONSOLIDATED FINANCIAL STATEMENTS

 

 

30 JUNE 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ENERGEAN ISRAEL LIMITED

UNAUDITED INTERIM CONDENCED CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 JUNE 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

SIX MONTHS ENDED 30 JUNE 2023

 

                                                                             30 June (Unaudited)
                                                 Notes           2023                    2022

                                                                 $'000                   $'000

 Revenue                                         3               347,743                 -
 Cost of sales                                   4               (178,077)               -
 Gross profit                                                    169,666                 -

 Administrative expenses                         4               (9,048)                 (5,453)
 Exploration and evaluation expenses             4               (50)                    -
 Other expenses                                  4               -                       (1,074)
 Other income                                    4               -                       53
 Operating profit/(loss)                                         160,568                 (6,474)

 Financial income                                5               1,044                   4,504
 Financial expenses                              5               (67,569)                (4,671)
 Foreign exchange loss, net                      5               (5,578)                 (967)
 Profit/(loss) for the period before tax                         88,465                  (7,608)

 Taxation (expense)/income                       6               (20,215)                2,703
 Net profit (loss) for the period                                68,250                  (4,905)

 

 

 

 

 

 

 

 

 

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

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF 30 JUNE 2023

                                                     Notes      30 June 2023      31 December

                                                                (Unaudited)       2022

                                                                $'000             $'000

 ASSETS:
 NON-CURRENT ASSETS:
 Property, plant and equipment                       7          2,873,206         2,926,313
 Intangible assets                                   8          156,689           143,554
 Other receivables                                   10         8,506             108
 Deferred tax asset                                  9          2,827             22,886
                                                                3,041,228         3,092,861
 CURRENT ASSETS:
 Trade and other receivables                         10         97,381            82,611
 Inventories                                         11         13,327            8,313
 Restricted cash                                                8,481             71,778
 Cash and cash equivalents                                      64,688            24,825
                                                                183,877           187,527
 TOTAL ASSETS                                                   3,225,105         3,280,388

 EQUITY AND LIABILITIES:
 EQUITY:
 Share capital                                                  1,708             1,708
 Share premium                                                  212,539           212,539
 Retained losses                                                (2,278)           (70,528)
 TOTAL EQUITY                                                   211,969           143,719
 NON-CURRENT LIABILITIES:
      Senior secured notes                           12         1,852,685         2,471,030
 Decommissioning provisions                                     87,400            84,299
 Trade and other payables                            13         205,870           210,241
                                                                2,145,955         2,765,570
 CURRENT LIABILITIES:
     Current portion of senior secured notes         12         622,225           -
 Trade and other payables                            13         244,956           371,099
                                                                867,181           371,099
 TOTAL LIABILITIES                                              3,013,136         3,136,669
 TOTAL EQUITY AND LIABILITIES                                   3,225,105         3,280,388

 

 

 06 September 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

SIX MONTHS ENDED 30 JUNE 2023

 

                                             Share capital      Share Premium          Accumulated 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                       -                  -                      68,250                  68,250
 Balance as of 30 June 2023 (unaudited)      1,708              212,539                (2,278)                 211,969

 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                         -                  -                      (4,905)                 (4,905)
 Balance as of 30 June 2022 (unaudited)      1,708              212,539                (40,851)                173,396

 

 

 

(*) 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

SIX MONTHS PERIOD ENDED 30 JUNE 2023

                                                                                         30 June (Unaudited)
                                                                              Notes      2023                2022

                                                                                         $'000               $'000
 Operating activities
 Profit (Loss) for the period before tax                                                 88,465              (7,608)
 Adjustments to reconcile loss before taxation to net cash provided by
 operating activities:
 Depreciation, depletion and amortisation                               ( )   4          74,375              110
 Loss from sale on property, plant and equipment                        ( )   4          -                   1,074
 Amortisation of payment made in advance to customers                   ( )   3          4,928               -
 Finance Income                                                         ( )   5          (1,044)             (4,504)
 Finance expenses                                                       ( )   5          67,569              4,673
 Net foreign exchange loss                                              ( )   5          5,578               967
 Cash flow from operations before working capital                                        239,871             (5,288)
 (Increase)/decrease in trade and other receivables                                      (36,564)            871
 Increase in inventories                                                                 (5,014)             -
 Decrease in trade and other payables                                                    (25,707)            (310)
 Cash from operations                                                                    172,586             (4,727)
 Income taxes paid                                                                       (368)               (558)
 Net cash inflows from/(used in) operating activities                                    172,218             (5,285)

                                                                                         819
 Investing activities
 Payment for exploration and evaluation, and other intangible assets          8(B)       (69,227)            (10,034)
 Payment for purchase of property, plant and equipment                        7(C)       (115,511)           (130,118)
 Proceeds from disposals of property, plant and equipment                                -                   188
 Amounts received from INGL related to transfer of property, plant and        10         56,906              17,371
 equipment
 Movement in restricted cash, net                                                        63,297              64,119
 Interest received                                                                       1,841               1,544
 Net cash outflows used in investing activities                                          (62,694)            (56,930)
 Financing activities
 Senior secured notes - interest paid                                         12         (64,453)            (64,453)
 Other finance cost paid                                                                 (91)                (1,869)
 Finance costs paid for deferred licence payments                                        (2,496)             -
 Transaction cost related to Senior Secured Notes                             16         (1,214)             -
 Repayment of obligations under leases                                        13         (570)               (499)
 Net cash outflow used in financing activities                                           (68,824)            (66,821)

 Net increase/(decrease) in cash and cash equivalents                                    40,700              (129,036)
 Cash and cash equivalents at beginning of the period                                    24,825              349,827
 Effect of exchange differences on cash and cash equivalents                             (837)               (2,080)
 Cash and cash equivalents at end of the period                                          64,688              218,711

 

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 June 2023, the Company had investments in the following
subsidiaries:

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

At 30 June
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 June 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   Blocks 12, 21, 23, 31  Athena, Zeus, Hera, Hermes and Hercules  100%              Exploration

 

NOTE 2: -     Accounting policies and basis of preparation

These unaudited interim condensed consolidated financial statements for the
six months ended 30 June 2023, have been prepared in accordance with the
International Financial Reporting Standards ("IFRS") as adopted by the
European Union (EU). 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.

These unaudited interim financial statements have been prepared on a going
concern basis.

 

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

                                                        $'000                   $'000
 Revenue from gas sales ((1))                           271,399                 -
 Revenue from Hydrocarbon liquids sales ((3))           81,272                  -
 Compensation to customers ((2))                        (4,928)                 -
 Total revenue                                          347,743                 -

((1)) Sales gas for six months ended 30 June 2023 totaled approximately 1.8
bcm (the Company started production on 26 October 2022).

((2)) 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

((3)) Sales Hydrocarbon liquids for six months ended 30 June 2023 totaled
approximately 1.16 mmbbl (the Company did not sell Hydrocarbon liquids during
2022).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

                                                                 $'000             $'000
 (a)   Cost of sales
 Staff costs                                                     4,071             -
 Energy cost                                                     2,285             -
 Royalty payable                                                 63,474            -
 Depreciation and amortisation (Note 7)                          73,397            -
 Other operating costs                                           38,203            -
 Liquids inventory movement (Note 11)                            (3,353)           -
 Total cost of sales                                             178,077           -
 (b)   General & administration expenses              (c)                 (d)
 Staff costs                                                     1,715             935
 Share-based payment charge                                      312               80
 Depreciation and amortisation (Note 7, 8)                       978               110
 Auditor fees                                                    106               88
 Other general & administration expenses                         5,937             4,240
 Total administrative expenses                                   9,048             5,453
 (c)    Exploration and evaluation expenses
 Other exploration and evaluation expenses                       50                -
 Total exploration and evaluation expenses                       50                -
 (d)   Other expenses
 Loss from disposal of property, plant and equipment             -                 1,074
 Total other expenses                                            -                 1,074
 (e)   Other income                                   (f)                 (g)
 Other income                                                    -                 53
 Total other income                                              -                 53

 

 

 

 

 

 

 

 

 

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

                                                                 $'000             $'000
 Interest on senior secured notes (1)                            68,333            68,179
 Interest expense on long terms payables (3)                     1,554             4,731
 Less amounts included in the cost of qualifying assets (2)      (7,592)           (68,866)
                                                                 62,295            4,044
 Finance and arrangement fees                                    1,481             2,842
 Other finance costs and bank charges                            55                284
 Unwinding of discount on trade payable                          2,060             264
 Unwinding of discount on provision for decommissioning          1,668             343
 Unwinding of discount on right of use asset                     98                160

 (1)
 Less amounts included in the cost of qualifying assets (2)      (88)              (3,266)
                                                                 5,274             627
 Total finance costs                                             67,569            4,671
 Interest income from time deposits                              (1,044)           (1,290)
 Interest income from loans to related parties                   -                 (3,214)
 Total finance income                                            (1,044)           (4,504)
 Net foreign exchange losses                                     5,578             967
 Net finance expense                                             72,103            1,134

 

(1)    See also Note 12.

(2)    See also Note 7(A).

(3)    See also Note 13.

 

NOTE 6: -     Taxation

1.      Taxation charge:

                                                           30 June (Unaudited)
                                                 2023                  2022

                                                 $'000                 $'000
 Tax - current period                            (156)                 (180)
 Deferred tax                                    (20,059)              2,883
 Total taxation income (expense) yyyyyuuuu(      (20,215)              2,703

 

 

 

 

 

 

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 ((2))                    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))                                     111,124                 12,197             111                                     123,432
 Handover to INGL((4))                               (111,448)               -                  -                                       (111,448)
 Capitalised borrowing cost ((2))                    7,680                   -                  -                                       7,680
 Change in decommissioning provision                 1,433                   -                  -                                       1,433
 Total cost at 30 June 2023 (unaudited)              2,941,578               16,937             2,105                                   2,960,620

 Depreciation:
 At 1 January 2022                                   433                     693                228                                     1,354
 Charge for the year ((3))                           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                               73,397                  618                189                                     74,204
 Total Depreciation at 30 June 2023 (unaudited)      84,623                  2,077              714                                     87,414

 At 31 December 2022                                 2,921,563               3,281              1,469                                   2,926,313
 At 30 June 2023 (unaudited)                         2,856,955               14,860             1,391                                   2,873,206

((1)) The additions to oil & gas assets in 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)) Capitalised borrowing costs relate primarily to the secured senior
notes.

((3)) First production from the Karish project was achieved on 26 October
2022.

((4)) Handover to INGL took place on 22 March 2023.

 

 

 

 

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

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

                                                         30 June (Unaudited)
                                                   2023                    2022

                                                   $'000                   $'000
 Cost of sales                                     73,397                  -
 Administration expenses                           807                     110
 Capitalised depreciation in oil & gas assets      -                       357
 Total                                             74,204                  467

 

c.          Cash flow statement reconciliations:

                                                                                     30 June (Unaudited)
                                                                                2023                   2022

                                                                                $'000                  $'000
 Additions and disposals to property, plant and equipment, net             21,097             339,911
 Associated cash flows
 Payment for additions to property, plant and equipment , net              (58,605)           (130,118)
 Non-cash movements/presented in other cash flow lines
 Capitalised borrowing costs                                               (7,680)            (60,749)
 Right-of-use asset additions                                              (12,197)           (198)
 Handover to INGL                                                          111,448            -
 Capitalised share-based payment charge                                    -                  (109)
 Capitalised depreciation                                                  -                  (357)
 Change in decommissioning provision                                       (1,433)            9,259
 Movement in working capital                                               (52,630)           (157,639

                                                                                              +)

 

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))                                          13,306                                 -                      13,306
 At 30 June 2023 (unaudited)                              155,175                                1,968                  155,173
 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                                    -                                      171                    171
 Total Amortisation at 30 June 2023 (unaudited)           -                                      454                    454

 At 31 December 2022                                      141,869                                1,685                  143,554
 At 30 June 2023 (unaudited)                              155,175                                1,514                  156,689

((1)) Additions to exploration and evaluation assets are primarily due 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 June (Unaudited)
                                                              2023                     2022

                                                              $'000                    $'000
 Additions to intangible assets                               13,306                   34,386
 Associated cash flows
 Payment for additions to intangible assets                   (69,227)                 (10,034)
 Non-cash movements/presented in other cash flow lines
 Movement in working capital                                  55,921                   24,352

 

 

 

 

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 2023                                                                         (40,344)                                                   (754)                       56,415          6,209                          167                            1,193                                                                              -                              22,886
 Increase/(decrease) for the period through:
 Profit or loss                                                                            (13,597)                                                   (2,663)                     (6,305)         (314)                          50                             2,770                                                                              -                              (20,059)
 At 30 June 2023                                                                           (53,941)                                                   (3,417)                     50,110          5,895                          217                            3,963                                                                              -                              2,827
 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 31 December 2022                                                                       (40,344)                                                   (754)                       56,415          6,209                          167                            1,193                                                                              -                              22,886

 

                               30 June 2023      31 December

                               (Unaudited)       2022

                               $'000             $'000
 Deferred tax liabilities      (57,358)          (41,099)
 Deferred tax assets           60,185            63,985
                               2,827             22,886

 

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

                                                   (Unaudited)       2022

                                                   $'000             $'000
   Current
    Financial items

    Trade receivables
    Trade receivables                              93,896            37,491
 Other receivables ((1))                           2,294             999
 Refundable VAT                                    -                 37,131
 Accrued interest income                           92                888
                                                   96,282            76,509
     Non-financial items
 Prepayments                                       363               159
 Prepaid income tax                                189               -
 Deferred expenses ((2))                           -                 4,929
 Prepaid expenses and other receivable             547               1,014
                                                   1,099             6,102
    Total current trade and other receivables      97,381            82,611
   Non-current
    Financial items

   Other receivables ((1))                         4,949             -
     Non-financial items
 Deferred borrowing fees((3))                      3,449             -
 Deposits and prepayments                          108               108
                                                   3,557             108
 Total non-current trade and other receivables     8,506             108

((1)) The increase from 2022 is due to the recognition of a receivable from
INGL (US$2.3 million current (US$57 received during Q2 2023) and US$4.95
million non-current) following the handover of the asset to INGL, in line with
the agreement. See 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, see also Note 3.

((3)) Fees incurred in relation to the $750 million senior secured note
offering. See Note 16 for further details.

NOTE 11: -   Inventory
                                 30 June 2023      31 December

                                 (Unaudited)       2022

                                 $'000             $'000
 Hydrocarbon liquids             5,707             2,367
 Natural gas                     457               383
 Raw materials and supplies      7,163             5,563
 Total                           13,327            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

The Notes were issued in four equal tranches as follows:

                                                              30 June 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%                      622,225                   620,461
 US$ 625 million   30 March 2026  4.875%                      618,918                   617,912
 US$ 625 million   30 March 2028  5.375%                      617,447                   616,767
 US$ 625 million   30 March 2031  5.875%                      616,320                   615,890
 US$2,500 million                                             2,474,910                 2,471,030

 

                                                30 June 2023      31 December

                                                (Unaudited)       2022

                                                $'000             $'000
     Senior secured notes - current             622,225           -
     Senior secured notes - non current         1,852,685         2,471,030
 Total                                          2,474,910         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"), 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.

Subsequent to 30 June 2023, the notes maturing on 30 March 2024 were
refinanced. Please refer to note 16 for more

details

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 June 2023                         31 December

                                                                       (Unaudited)                          2022

                                                                       $'000                                $'000
 Current
 Financial items
 Trade accounts payable ((1))                                          113,144                              209,853
 Payables to related parties                                           32,260                               21,028
 VAT payable                                                           2,398                                -
 Deferred licence payments due within one year ((2))                   12,852                               13,345
 Other creditors                                                       10,300                               6,712
 Current lease liabilities                                             7,868                                1,792
                                                                       178,822                              252,730
 Non-financial items
 Accrued expenses ((1))                                                33,182                               29,404
 Other finance costs accrued                                           32,227                               32,227
 Contract liability ((4))                                              -                                    56,230
 Social insurance and other taxes                                      724                                  502
 Income taxes                                                          -                                    6
                                                                       66,133                               118,369
  Total current trade and other payables                               244,956                              371,099
 Non-current
 financial items
 Trade and other payables ((3))                                                                169,869      169,360
 Deferred licence payments ((2))                                                               27,698       38,488
 Long term lease liabilities                                                                   7,937        2,214
                                                                                               205,504      210,062
 Non-financial items
 Accrued expenses to related parties                                                           366          179
                                                                                               366          179
 Total non-current trade and other payables                                                    205,870      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 June 2023, the total discounted
deferred consideration was US$41 million (31 December 2022: US$52million).

((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 (as defined under that
contract), 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 June
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:

Fair value is the amount for which the asset or liability could be exchanged
in an arm's length transaction at the relevant date. Where available, fair
values are determined using quoted prices in active markets. To the extent
that market prices are not available, fair values are estimated by reference
to market-based transactions or using standard valuation techniques involved.
Values recorded are as at the balance sheet date and will not necessarily be
realised. There were no transfers between fair value levels during the year.

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 June 2023 (unaudited)
                                             Level 1              Level 2                       Total

                                             $'000                $'000                         $'000
 Financial assets
 Long term other receivables                 -                    4,949                         4,949
 Short term restricted cash                  8,481                -                             8,481
 Short term trade and other receivables      -                    96,282                        96,282
 Cash and cash equivalents                   64,688               -                             64,688
 Total                                       73,169               101,231                       174,400
 Financial liabilities
 Senior secured notes ((1))                  2,311,875            -                             2,311,875
 Trade and other payables - long term        -                    205,504                       205,504
 Trade and other payables - short term       -                    178,822                       178,822
 Total                                       2,311,875            384,326                       2,696,201

 

                                               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 June 2023 was US$2,475 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.

 

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

Pricing of an offering of US$750,000,000 senior secured notes

Subsequent to period end, Energean Israel Finance Ltd. has priced the offering
of US$750 million aggregate principal amount of senior secured notes due
September 30, 2033, 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 issuance of the Notes was completed on July 11, 2023, subject to
satisfaction of customary conditions. The Notes are expected to be listed for
trading on the TASE-UP of the Tel Aviv Stock Exchange Ltd. (the "TASE"),
subject to the approval of the TASE.

The proceeds from the Offering, upon release from escrow are expected to be
used to refinance the $625 million notes due in 2024, pay fees and expenses
associated with this refinancing, contribute towards funding the interest
payment reserve account, and contribute towards the payment of the final
deferred consideration to Kerogen.

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.   END  IR UNOKROAUKRAR

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