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REG - Energean PLC - Energean Israel Half Year 2025 Accounts

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RNS Number : 8673Y  Energean PLC  11 September 2025

 

ENERGEAN ISRAEL LIMITED

 

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

 

30 JUNE 2025

 

 

 

 

 

ENERGEAN ISRAEL LIMITED

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 JUNE 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

SIX MONTHS ENDED 30 JUNE 2025

                                                     30 June 2025      30 June 2024

                                                     (Unaudited)       (Unaudited)

                                                      $'000             $'000
                                          Notes

 Revenue                                  3          482,627           602,178
 Cost of sales                            4          (256,733)         (278,978)
 Gross profit                                        225,894           323,200

 Administrative expenses                  4          (10,747)          (9,046)
 Exploration and evaluation expenses      4          (1,994)           -
 Other expenses                           4          (9)               (448)
 Other income                             4          9,794             444
 Operating profit                                    222,938           314,150

 Finance income                           5          2,579             4,485
 Finance costs                            5          (82,951)          (93,854)
 Net foreign exchange losses              5          (11,814)          (291)
 Profit for the period before tax                    130,752           224,490

 Taxation expense                         6          (30,264)          (51,093)
 Net profit for the period                           100,488           173,397

 

 Other comprehensive income (loss):
 Items that may be reclassified subsequently to profit or loss:         15
 Income (loss) on cash flow hedge for the period                                37,502       (406)
 Income taxes on items that may be reclassified to profit and loss      9       (8,625)      93
 Other comprehensive Income (loss) for the period                               28,877       (313)
 Total comprehensive income for the period                                      129,365      173,084

 

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

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS OF 30 JUNE 2025

                                                  30 June 2025      31 December 2024

                                                  (Unaudited)       (Audited)

                                                  $'000             $'000

                                       Notes

 ASSETS:
 NON-CURRENT ASSETS:
 Property, plant and equipment         7          3,057,997         2,917,275
 Intangible assets                     8          95,485            96,103
 Derivative financial instruments      15         21,834            -
 Other receivables                     10         19,077            9,848
                                                  3,194,393         3,023,226
 CURRENT ASSETS:
 Trade and other receivables           10         108,823           121,280
 Derivative financial instruments      15         15,323            -
 Inventories                           11         21,255            16,714
 Restricted cash                       12(e)      83,257            82,427
 Cash and cash equivalents                        100,878           157,728
                                                  329,536           378,149
 TOTAL ASSETS                                     3,523,929         3,401,375
 EQUITY AND LIABILITIES:
 EQUITY:
 Share capital                                    1,708             1,708
 Share Premium                                    212,539           212,539
 Hedges Reserve                        15         28,611            (266)
 Retained earnings                                32,137            27,499
 TOTAL EQUITY                                     274,995           241,480
 NON-CURRENT LIABILITIES:
 Borrowings                            12         2,044,735         2,594,213
 Decommissioning provisions                       87,595            85,357
 Deferred tax liabilities              9          85,085            69,046
 Trade and other payables              13         34,181            67,044
                                                  2,251,596         2,815,660
 CURRENT LIABILITIES:
 Current portion of borrowings         12         623,219           -
 Trade and other payables              13         374,119           262,924
 Income tax liability                  6          -                 80,966
 Derivative financial instruments      15         -                 345
                                                  997,338           344,235
 TOTAL LIABILITIES                                3,248,934         3,159,895
 TOTAL EQUITY AND LIABILITIES                     3,523,929         3,401,375

 

 10 September 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

SIX MONTHS ENDED 30 JUNE 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                       -                  -                  -             100,488                100,488
 Other comprehensive income, net of tax      -                  -                  28,877        -                      28,877
 Total comprehensive income                  -                  -                  28,877        100,488                129,365
 Balance as of 30 June 2025 (Unaudited)      1,708              212,539            28,611        32,137                 274,995

 Balance as of 1 January 2024 (Audited)      1,708              212,539            -             74,781                 289,028
 Transactions with shareholders:
 Dividend, see note 14                       -                  -                  -             (150,500)              (150,500)
 Comprehensive Income:
 Profit for the period                       -                  -                  -             173,397                173,397
 Other comprehensive loss, net of tax        -                  -                  (313)         -                      (313)
 Total comprehensive income                  -                  -                  (313)         173,397                173,084
 Balance as of 30 June 2024 (Unaudited)      1,708              212,539            (313)         97,678                 311,612

 

 

 

 

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

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS PERIOD ENDED 30 JUNE 2025

                                                                                                              30 June 2025      30 June 2024

                                                                                                              (Unaudited)       (Unaudited)

                                                                                                               $'000             $'000
                                                                                           Notes
 Operating activities
 Profit for the period before tax                                                                             130,752           224,490
 Adjustments to reconcile income before taxation to net cash: provided:by:
 operating activities:
 Depreciation, depletion and amortisation                                   ( )   4                           110,138           115,305
 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                           (2,579)           (4,485)
 Finance expenses                                                           ( )   5                           82,951            93,854
 Net foreign exchange loss                                                  ( )   5                           11,814            291
 Cash flow from operations before working capital                                                             334,776           429,903
 Decrease/(increase) in trade and other receivables                                                           7,920             (7,882)
 Increase in inventories                                                                                      (4,541)           (3,395)
 Increase in trade and other payables                                                                         9,770             13,971
 Cash flow from operations                                                                                    347,925           432,597
 Income taxes paid                                                                                            (110,460)         (1,946)
 Net cash inflows from operating activities                                                                   237,465           430,651
 Investing activities
 Payment for purchase of PP&E                                                     7(c)                        (183,521)         (132,585)
 Payment for exploration and evaluation, and other intangible assets              8(b)                        (897)             (67,481)
 Amounts received from INGL related to transfer PP&E                              7(c)                        -                 1,801
 Proceeds from insurance                                                          4                           9,500             -
 Loan granted to Related Party ((1))                                                                          (28,000)          -
 Movement in restricted cash, net                                                 12(e)                       (830)             (60,056)
 Interest received                                                                                            3,173             5,012
 Net cash outflow used in investing activities                                                                (200,575)         (253,309)
 Financing activities
 Transaction costs in relation to borrowings                                      12(b)                       (17,647)          -
 Drawdown of borrowings                                                           12(b)                       75,000            -
 Borrowings - interest paid                                                       12                          (82,481)          (96,326)
 Dividends paid ((1))                                                             14                          (67,600)          (150,500)
 Other finance cost paid                                                                                      (1,366)           (714)
 Finance costs paid for deferred license payments                                                             -                 (4,000)
 Repayment of obligations under leases                                            13                          (2,677)           (2,786)
 Income on derivatives                                                            15                          134               -
 Net cash outflow used in financing activities                                                                (96,637)          (254,326)
 Net decrease in cash and cash equivalents                                                                    (59,747)          (76,984)
 Cash and cash equivalents at beginning of the period                                                         157,728           286,625
 Effect of exchange differences on cash and cash equivalents                                                  2,897             1,025
 Cash and cash equivalents at end of period                                                                   100,878           210,666

((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 June 2025, 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 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 June 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   Blocks 23, 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 June 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, and the
ongoing conflict in Israel, the magnitude of regional geopolitical risk
remains elevated. Concerns of escalations 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 these 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 that temporary
suspension, the Karish and Karish North fields have continued to produce with
no disruption since the start of the conflict. In the first half 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 June 2025                30 June 2024

                                                   (Unaudited) $'000           (Unaudited) $'000
 Revenue from gas sales ((1))                      345,718                     388,459
 Revenue from hydrocarbon liquids sales ((2))      136,909                     213,719
 Total revenue                                     482,627                     602,178

((1)) Sales gas for six months ended 30 June 2025 totaled approximately 2.3
bcm (billion cubic metres) and for six months ended 30 June 2024 totaled
approximately 2.5 bcm.

((2)) Sales from hydrocarbon liquids for six months ended 30 June 2025 totaled
approximately 2,057 kbbl (kilo barrel) and for six months ended 30 June 2024
totaled approximately 2,686 kbbl.

 

 

 

 

NOTE 4:        Operating profit before taxation
                                                           30 June 2025      30 June 2024

                                                           (Unaudited)       (Unaudited)

                                                            $'000             $'000
 (a)   Cost of sales
 Staff costs                                               9,000             6,702
 Energy cost                                               1,222             1,228
 Royalty payable                                           85,406            106,560
 Depreciation and depletion (Note 7)                       109,239           114,356
 Other operating costs ((1))                               52,889            49,650
 Oil stock movement                                        (1,023)           482
 Total cost of sales                                       256,733           278,978
 (b)   Administrative expenses
 Staff costs                                               3,065             2,507
 Share-based payment charge                                614               518
 Depreciation and amortisation (Note 7, 8)                 899               949
 Auditor fees                                              145               139
 Other general & administration expenses ((2))             6,024             4,933
 Total administrative expenses                             10,747            9,046
 (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 legal expenses,
intercompany management fees 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 June 2025      30 June 2024

                                                                         (Unaudited)       (Unaudited)

                                                                          $'000             $'000
 Interest on Senior Secured Notes (Note 12)                              86,930            84,652
 Interest expense on long terms payables                                 -                 1,248
 Less amounts included in the cost of qualifying assets (Note 7(A))      (15,498)          (4,655)
                                                                         71,432            81,245
 Costs related to parent company guarantees                              1,378             1,780
 Other finance costs and bank charges                                    2,367             1,057
 Unwinding of discount on trade payable (Note 13(2))                     5,146             7,804
 Unwinding of discount on provision for decommissioning                  3,026             1,873
 Unwinding of discount on right of use asset                             277               433

 (1)
 Loss (income) from hedging operations                                   (134)             7

 Less amounts included in the cost of qualifying assets ( (1))           (541)             (345)
                                                                         11,519            12,609
 Total finance costs                                                     82,951            93,854
 Interest income from related parties                                    (224)             -
 Interest income from time deposits                                      (2,355)           (4,485)
 Total finance income                                                    (2,579)           (4,485)
 Net foreign exchange losses                                             11,814            291
 Net finance costs                                                       92,186            89,660

((1)) US$343 thousand included in intangible assets additions (See note 8) and
US$198 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 June 2025  30 June 2024

                                                                               (Unaudited)   (Unaudited)

                                                                               $'000         $'000
 Current income tax charge                                                     (22,850)      (29,925)
 Deferred tax relating to origination and reversal of temporary differences    (7,414)       (21,168)
 (Note 9)
 Total taxation expense                                                        (30,264)      (51,093)

 

 

 

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))                                       239,179                 341                425                                     239,945
 Lease modifications ((4))                             -                       (11,237)           -                                       (11,237)
 Capitalised borrowing cost ((3))                      15,498                  -                  -                                       15,498
 Change in decommissioning provision                   (788)                   -                  -                                       (788)
 Total cost at 30 June 2025                            3,614,365               7,453              3,166                                   3,624,984

 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                                 107,438                 2,201              247                                     109,886
 Lease modifications ((4))                             -                       (7,190)            -                                       (7,190)
 Total Depreciation at 30 June 2025 (Unaudited)        560,890                 4,398              1,699                                   566,987

 At 31 December 2024 (Audited)                         2,907,024               8,962              1,289                                   2,917,275
 At 30 June 2025 (Unaudited)                           3,053,475               3,055              1,467                                   3,057,997

 

((1) ) The additions to oil and gas assets for the period of six months ended
30 June 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 safely and successfully performed in Q4 2024;
commissioning activities are ongoing and are expected to complete in late Q4
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, it 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 5.34% for the
period ended 30 June 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 June 2025    30 June 2024

                          (Unaudited)     (Unaudited)

                          $'000           $'000
 Cost of sales            109,239         114,356
 Administration expenses  647             740
 Total                    109,886         115,096

 

c.          Cash flow statement reconciliations:

                                                                                   30 June 2025    30 June 2024

                                                                                   (Unaudited)     (Unaudited)

                                                                                   $'000           $'000
 Additions and disposals to property, plant and equipment, net                     243,418         51,750

 Associated cash flows
 Payments and receipts for additions to property, plant and equipment, net         (183,521)       (130,784)
 Non-cash movements/presented in other cash flow lines
 Capitalised borrowing costs                                                       (15,498)        (5,000)
 Right-of-use asset additions                                                      (341)           (245)
 Lease modifications                                                               11,237          -
 Change in decommissioning provision                                               788             3,250
 Lease payments related to capital activities                                      2,677           2,786
 Movement in working capital                                                       (58,760)        78,243

 

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                                                        1,476                                  152                    1,628
 At 30 June 2025 (Unaudited)                                      95,842                                 3,018                  98,860
 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                                            -                                      252                    252
 Total Amortisation at 30 June 2025 (Unaudited)                   1,994                                  1,381                  3,375

 At 31 December 2024 (Audited)                                    94,366                                 1,737                  96,103
 At 30 June 2025 (Unaudited)                                      93,848                                 1,637                  95,485

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 June 2025    30 June 2024

                                                          (Unaudited)     (Unaudited)

                                                          $'000           $'000
 Additions to intangible assets                           1,628           130,651
 Associated cash flows
 Payment for additions to intangible assets               (897)           (67,481)
 Non-cash movements/presented in other cash flow lines
 Movement in working capital                              (731)           (63,170)

 

 

 

 

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 June 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 June 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                                                                        (7,051)                                                    1,359                   -               (437)                          64                             (1,349)                                                                        -                                (7,414)
 Other comprehensive loss                                                              -                                                          -                       -               -                              -                              -                                                                              (8,625)                          (8,625)
 At 30 June 2025 (Unaudited)                                                           (80,141)                                                   (669)                   -               2,272                          356                            1,643                                                                          (8,546)                          (85,085)

 

 

NOTE 9:         Deferred taxes (Cont.)

 

                           30 June 2025 (Unaudited)      31 December 2024 (Audited)

                           $'000                         $'000
 Deferred tax liabilities  (89,356)                      (75,118)
 Deferred tax assets       4,271                         6,072
                           (85,085)                      (69,046)

NOTE 10:       Trade and other receivables

                                                       30 June 2025 (Unaudited)      31 December 2024 (Audited)

                                                       $'000                         $'000
 Current
 Financial items

    Trade receivables
 Trade receivables                                     83,016                        108,085
 Receivables from related parties                      6                             330
 Other receivables ((1))                               5,428                         5,038
 Accrued interest income                               231                           1,048
                                                       88,681                        114,501
 Non-financial items
 Prepayments                                           6,700                         6,779
 Income tax receivable                                 5,666                         -

 Refundable excise                                     7,776                         -
                                                       20,142                        6,779
 Total current trade and other receivables             108,823                       121,280

 Non-current
 Non-financial items
 Deposit and prepayments                               9,349                         8,812
 Deferred expenses in relation to Loans, note 12(b)    9,728                         1,036
 Total non-current other receivables                   19,077                        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 in H2 2025.

NOTE 11:      Inventories
                                 30 June 2025      31 December 2024

                                 (Unaudited)       (Audited)

                                 $'000             $'000
 Hydrocarbon liquids             4,551             3,581
 Natural gas                     519               502
 Raw materials and supplies      16,185            12,631
 Total                           21,255            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. Ltd completed the offering of
US$750 million aggregate principal amount of the Notes with a fixed annual
interest rate of 8.500%. The proceeds were used mainly to repay Energean
Israel's US$625 million Notes series due in March 2024. Redemption date for
full principal amount of the $625 million 2026 Senior secured notes scheduled
for September 21, 2025.

b.     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 Term Loan will be available to repay its 2026 senior
secured notes series and to provide additional liquidity for the Katlan
development. It has a 12-month availability period, during which multiple
drawdowns can be made. Up to US$475 million is available in US dollars and up
to US$275 million is available in New Israeli Shekel. The Term Loan is bearing
floating interest SOFR plus margin on the USD component and Bank of Israel
(BOI) plus 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 Q1 2025, Energean Israel Finance Ltd drew US$75 million from the above
facility.

 

c.     Composition:

 Series                     Type                  Maturity    Annual Interest rate  30 June 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%                620,362                       619,602
 US$ 625 million            Senior secured notes  30/03/2031  5.875%                618,174                       617,689
 US$ 750 million            Senior secured notes  30/09/2033  8.500%                735,123                       734,820
       US$ 75 million       Term Loan             26/02/2035  3.1%+ BOI             71,076                        -
                                                                                    2,044,735                     2,594,213
 Current
 US$ 625 million            Senior secured notes  30/03/2026  4.875%                623,219                       -
                                                                                    623,219                       -
 Total                                                                              2,667,954                     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.

d.    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.)

e.    Restricted cash:

As of 30 June 2025, the Company had short-term restricted cash of US$83.26
million (31 December 2024: US$82.43 million), which will be used mainly for
the September 2025 interest payment.

NOTE 13:      Trade and other payables
                                                 30 June 2025 (Unaudited)      31 December 2024 (Audited)

                                                 $'000                         $'000
 Current
 Financial items
 Trade accounts payable                          240,680                       140,840
 Payables to related parties                     15,792                        11,021
 Other creditors ((1))                           24,559                        35,468
 Short term lease liabilities                    1,506                         5,296
                                                 282,537                       192,625
 Non-financial items
 Accrued expenses                                39,214                        24,480
 Other finance costs accrued                     43,196                        41,133
 VAT payable                                     3,155                         4,182
 Deferred revenues                               5,530                         -
 Social insurance and other taxes                487                           504
                                                 91,582                        70,299
  Total current trade and other payables         374,119                       262,924
 Non-current
 Financial items
 Trade and other payables ((2))                  31,303                        61,758
 Long term lease liabilities                     2,127                         4,767
                                                 33,430                        66,525
 Non-financial items
 Accrued expenses to related parties             751                           519
                                                 751                           519
 Total non-current trade and other payables      34,181                        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$9.3 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 June 2025, 6 installments have been paid.

NOTE 14:      Equity

Interim dividends:

During the reporting period dividends of US$95.85 million were declared and
paid (2024: US$150.5 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 June 2025 (Unaudited)            31 December 2024 (Audited)
                                    Book Value $'000  Fair value $'000  Book Value $'000  Fair value $'000
 Senior Secured Notes (Note 12(a))  2,596,878         2,564,375         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 the 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 June 2025, the Group recorded a derivative asset of
US$37.16 million, and other comprehensive income of US$28.88 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 agreed
terms are for the supply of up to 0.1 bcm/year from April 2026, rising to up
to 0.5 bcm/year from around January 2030 and then approx. 1 bcm/year from June
2035 till 2044 with potential extension, and excludes supply in the summer
months (between June to September) between 2026-2034. 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.

 

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.

 

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