RNS Number : 9939I
Energean PLC
26 November 2025
ENERGEAN ISRAEL LIMITED
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2025
ENERGEAN ISRAEL LIMITED
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 SEPTEMBER 2025
INDEX
Page
Interim Consolidated Statement of Comprehensive Income
3
Interim Consolidated Statement of Financial Position
4
Interim Consolidated Statement of Changes in Equity
5
Interim Consolidated Statement of Cash Flows
6
Notes to the Interim Consolidated Financial Statements
7-20
- - - - - - - - - - - - - - - - - - - -
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
NINE MONTHS ENDED 30 SEPTEMBER 2025
30 September 2025 (Unaudited) $'000
30 September 2024 (Unaudited) $'000
Notes
Revenue
3
845,390
974,889
Cost of sales
4
(433,261)
(441,939)
Gross profit
412,129
532,950
Administrative expenses
4
(15,838)
(12,879)
Exploration and evaluation expenses
4
(1,994)
-
Other expenses
4
(9)
(448)
Other income
4
9,794
444
Operating profit
404,082
520,067
Finance income
5
4,305
7,485
Finance costs
5
(126,742)
(137,724)
Net foreign exchange losses
5
(13,468)
(3,818)
Profit for the period before tax
268,177
386,010
Taxation expense
6
(61,840)
(88,626)
Net profit for the period
206,337
297,384
Other comprehensive income (loss):
Items that may be reclassified subsequently to profit or loss:
15
Income on cash flow hedge for the period
28,678
744
Income taxes on items that may be reclassified to profit andloss
9
(6,596)
(171)
Other comprehensive Income for the period
22,082
573
Total comprehensive Income for the period
228,419
297,957
The accompanying notes are an integral part of the interim consolidated financial statements.
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF 30 SEPTEMBER 2025
30 September2025 (Unaudited) $'000
31 December 2024 (Audited) $'000
Notes
ASSETS:
NON-CURRENT ASSETS:
Property, plant and equipment
7
3,056,302
2,917,275
Intangible assets
8
95,493
96,103
Derivative financial instruments
15
10,357
-
Other receivables
10
10,212
9,848
3,172,364
3,023,226
CURRENT ASSETS:
Trade and other receivables
10
164,794
121,280
Derivative financial instruments
15
17,976
-
Inventories
11
20,116
16,714
Restricted cash
12(e)
20,847
82,427
Cash and cash equivalents
160,290
157,728
384,023
378,149
TOTAL ASSETS
3,556,387
3,401,375
EQUITY AND LIABILITIES:
EQUITY:
Share capital
1,708
1,708
Share Premium
212,539
212,539
Hedges Reserve
15
21,816
(266)
Retained earnings
137,986
27,499
TOTAL EQUITY
374,049
241,480
NON-CURRENT LIABILITIES:
Borrowings
12
2,701,939
2,594,213
Decommissioning provisions
89,858
85,357
Deferred tax liabilities
9
80,981
69,046
Trade and other payables
13
18,818
67,044
2,891,596
2,815,660
CURRENT LIABILITIES:
Trade and other payables
13
280,670
262,924
Income tax liability
6
10,072
80,966
Derivative financial instruments
15
-
345
290,742
344,235
TOTAL LIABILITIES
3,182,338
3,159,895
TOTAL EQUITY AND LIABILITIES
3,556,387
3,401,375
25 November 2025
Date of approval of the consolidated financial statements
Panagiotis Benos Director
Matthaios Rigas Director
The accompanying notes are an integral part of the interim consolidated financial statements.
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
NINE MONTHS ENDED 30 SEPTEMBER 2025
Share capital $'000
Share Premium $'000
Hedges Reserve $'000
Retained earnings $'000
Total equity $'000
Balance as of 1 January 2025 (Audited)
1,708
212,539
(266)
27,499
241,480
Transactions with shareholders:
Dividend, see note 14
-
-
-
(95,850)
(95,850)
Comprehensive Income:
Profit for the period
-
-
-
206,337
206,337
Other comprehensive income, net of tax
-
-
22,082
-
22,082
Total comprehensive income
-
-
22,082
206,337
228,419
Balance as of 30 September 2025 (Unaudited)
1,708
212,539
21,816
137,986
374,049
Balance as of 1 January 2024(Audited)
1,708
212,539
-
74,781
289,028
Transactions with shareholders:
Dividend, see note 14
-
-
-
(276,500)
(276,500)
Comprehensive Income:
Profit for the period
-
-
-
297,384
297,384
Other comprehensive loss, net of tax
-
-
573
-
573
Total comprehensive income
-
-
573
297,384
297,957
Balance as of 30 September 2024(Unaudited)
1,708
212,539
573
95,665
310,485
The accompanying notes are an integral part of the interim consolidated financial statements.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED 30 SEPTEMBER 2025
30 September 2025 (Unaudited) $'000
30 September 2024 (Unaudited) $'000
Operating activities
Notes
Profit for the period before tax
268,177
386,010
Adjustments to reconcile income before taxation to net cash provided by: operating activities:
Depreciation, depletion and amortisation
4
191,873
182,450
Loss from sale on property, plant and equipment (PP&E)
4
-
448
Impairment of exploration and evaluation asset
4
1,994
-
Other income
4
(294)
-
Finance Income
5
(4,305)
(7,296)
Finance expenses
5
126,742
137,535
Net foreign exchange loss
5
13,468
3,818
Cash flow from operations before working capital
597,655
702,965
Increase in trade and other receivables
(36,916)
(14,935)
Increase in inventories
(3,402)
(5,063)
Increase in trade and other payables
36,277
17,475
Cash flow from operations
593,614
700,442
Income taxes paid
(129,573)
(2,384)
Net cash inflows from operating activities
464,041
698,058
Investing activities
Payment for purchase of PP&E
7(c)
(350,478)
(227,567)
Payment for exploration and evaluation, and other intangible assets
8(b)
(1,457)
(70,286)
Amounts received from INGL related to transfer PP&E
7(c)
-
-
1,801
Movement in restricted cash, net
12(d)
61,580
20,756
Interest received
4,849
8,036
Net cash outflow used in investing activities
(285,506)
(267,260)
Financing activities
Transaction costs in relation to borrowings
12
(30,957)
-
Drawdown of borrowings
12
750,000
-
Senior Secured Notes repayment
12
(625,000)
Borrowings - interest paid
12
(169,535) 0169,535)
(178,592)
Dividends paid (1)
14
(95,850)
(276,500)
Other finance cost paid
(3,137)
(891)
Finance costs paid for deferred license payments
-
(4,000)
Repayment of obligations under leases
13
(3,791)
(4,198)
Income on derivatives
15
233
-
Net cash outflow used in financing activities
(178,037)
(464,181)
Net increase (decrease) in cash and cash equivalents
498
(33,383)
Cash and cash equivalents at beginning of the period
157,728
286,625
Effect of exchange differences on cash and cash equivalents
2,064
2,314
Cash and cash equivalents at end of period
160,290
255,556
(1) An interim dividend of US$28.25 million was declared in May 2025 and was settled through the offset of a loan to the parent company, including accrued interest.
The accompanying notes are an integral part of the interim consolidated financial statements.
NOTE 1: GENERAL
a. Energean Israel Limited (the "Company") was incorporated in Cyprus on 22 July 2014 as a private company with limited liability under the Companies Law, Cap. 113. As of 1 January 2024, the Company is tax resident in the UK by virtue of having transferred its management and control from Cyprus to the UK, with its registered address being at Accurist House, 44 Baker Street, London, Q1U 7AL.
b. The Company and its subsidiaries (the "Group") has been established with the objective of exploration, production and commercialisation of natural gas and hydrocarbon liquids. The Group's main activities are performed in Israel by its Israeli Branch.
c. As of 30 September 2025, the Company had investments in the following subsidiaries:
Name of subsidiary
Country of incorporation / registered office
Principal activities
Shareholding At 30 September 2025 (%)
Shareholding At 31 December 2024 (%)
Energean Israel Transmission LTD
121, Menachem Begin St. Azrieli Sarona Tower, POB 24, Tel Aviv 67012039 Israel
Gas transportation license holder
100
100
Energean Israel Finance LTD
Financing activities
100
100
d. The Group's core assets as of 30 September 2025 were comprised of:
Country
Asset
Working interest
Field phase
Israel
Karish including Karish North (1)
100%
Production
Israel
Tanin (1)
100%
Development
Israel
Katlan (Block 12) (2)
100%
Development
Israel
Block 23 (3)
100%
Exploration
Israel
Block 31 (3)
100%
Exploration
(1) The concession agreement expires in 2044.
(2) The concession agreement expires in 2054.
(3) Refer to Note 8.
e. There have been no significant changes to related parties since 31 December 2024, refer to note 22 in the 2024 Group's annual consolidated financial statements for more information.
NOTE 2: Accounting policies and basis of preparation
The interim financial information included in this report has been prepared in accordance with IAS 34 "Interim Financial Reporting". The results for the interim period are unaudited and, in the opinion of management, include all adjustments necessary for a fair presentation of the results for the period ended 30 September 2025. All such adjustments are of a normal recurring nature. The unaudited interim consolidated financial statements do not include all the information and disclosures that are required for the annual financial statements and must be read in conjunction with the Group's annual consolidated financial statements for the year ended 31 December 2024.
The financial statements are presented in U.S. Dollars and all values are rounded to the nearest thousand dollars except where otherwise indicated.
NOTE 2: Accounting policies and basis of preparation (Cont.)
The financial information presented herein has been prepared in accordance with the accounting policies expected to be used in preparing the Group's annual consolidated financial statements for the year ended 31 December 2025 which are the same as those used in preparing the annual consolidated financial statements for the year ended 31 December 2024.
The directors consider it appropriate to adopt the going concern basis of accounting in preparing these interim financial statements. The Going Concern assessment covers the period up to 31 December 2026, "the forecast period".
Israel geopolitical environment - Energean highlights the following as important in relation to its principal risks. Since 7 October 2023, the magnitude of regional geopolitical risk has been elevated. Concerns of escalation in the Middle East have intensified the security risk in the region, as essential infrastructure systems (such as the Energean Power FPSO offshore Israel) may be targets for missile fire and sabotage operations. Any event that impacts production from the Karish and Karish North fields could have a material adverse impact on the business, results of operations, cash flows, financial condition and prospects of the Group. On June 13, 2025, the Ministry of Energy and Infrastructure ordered the temporary suspension of production and activities of the Energean Power FPSO, following geopolitical escalation in the region at the time of the notice. On June 25, 2025, the Ministry of Energy and Infrastructure instructed the safe restart and resumption of production and operations of the Energean Power FPSO, and Energean acted in accordance with the instructions. Apart from this temporary suspension, the Karish and Karish North fields have continued to produce with no disruption since the start of the conflict. Post-period end, a ceasefire was announced by the Israeli Government in October 2025. In the nine month of 2025, Energean has ensured that all measures are in place to continue business operations, maintain the mobility of its people and make certain that the security of information is unaffected.
New and amended accounting standards and interpretations:
The following amendments became effective as of 1 January 2025 and have been applied in the preparation of these consolidated financial statements
· Amendments to IAS 21- Lack of exchangeability.
The adoption of the above standard and interpretations did not lead to any material changes to the Group's accounting policies and did not have any other material impact on the financial position or performance of the Group.
NOTE 3: Revenues
30 September 2025 (Unaudited) $'000
30 September 2024 (Unaudited) $'000
Revenue from gas sales (1)
608,780
645,833
Revenue from hydrocarbon liquids sales (2)
236,610
329,056
Total revenue
845,390
974,889
(1) Sales gas for nine months ended 30 September 2025 totaled approximately 4.0 bcm (billion cubic metres) and for nine months ended 30 September 2024 totaled approximately 4.2 bcm.
(2) Sales from hydrocarbon liquids for nine months ended 30 September 2025 totaled approximately 3,654 kbbl (kilo barrel) and for nine months ended 30 September 2024 totaled approximately 4,310 kbbl.
NOTE 4: Operating profit before taxation
30 September 2025 (Unaudited) $'000
30 September 2024 (Unaudited) $'000
(a) Cost of sales
Staff costs
13,156
10,299
Energy cost
1,809
1,819
Royalty payable
149,600
172,516
Depreciation and depletion (Note 7)
190,389
180,988
Other operating costs (1)
77,242
75,094
Oil stock movement
1,065
1,223
Total cost of sales
433,261
441,939
(b) Administrative expenses
Staff costs
4,372
3,475
Share-based payment charge
1,051
867
Depreciation and amortisation (Note 7, 8)
1,484
1,462
Auditor fees
192
252
Other general & administration expenses (2)
8,739
6,823
Total administrative expenses
15,838
12,879
(c) Exploration and evaluation expenses
Impairment of exploration and evaluation asset (3)
1,994
-
Total exploration and evaluation expenses
1,994
-
(d) Other expenses
Other expenses
9
448
Total other expenses
9
448
(e) Other income
Insurance compansation(4)
9,500
-
Other income
294
444
Total other income
9,794
444
(1) Other operating costs comprise of insurance costs and planned maintenance costs.
(2) The Administration expenses mainly consist of intercompany management, legal expenses and external advisors' fees.
(3) The licence for Block 21 expired on 13 January 2025. Capitalized costs associated with Block 21 were written off. (Refer to Note 8)
(4) The amount of US$9.5 million relates to insurance compensation due to remedial work on auxiliary piping systems.
NOTE 5: Net finance expenses /(income)
30 September 2025 (Unaudited) $'000
30 September 2024 (Unaudited) $'000
Interest on Senior Secured Notes (Note 12)
134,435
127,681
Interest expense on long terms payables
-
1,248
Less amounts included in the cost of qualifying assets (Note 7(A))
(26,047)
(9,242)
108,388
119,687
Costs related to parent company guarantees
1,813
2,266
Other finance costs and bank charges
3,377
1,456
Unwinding of discount on trade payable (Note 13(2))
7,239
11,265
Unwinding of discount on provision for decommissioning
6,075
2,923
Unwinding of discount on right of use asset (1)
389
627
Less amounts included in the cost of qualifying assets (1)
(539)
(500)
18,354
18,037
Total finance costs
126,742
137,724
Interest income from related parties
(224)
-
Interest income from time deposits
(3,833)
(7,296)
Income from hedging operations
(233)
(189)
Other interest income
(15)
-
Total finance income
(4,305)
(7,485)
Net foreign exchange losses
13,468
3,818
Net finance costs
135,905
134,057
(1) US$219 thousand included in intangible assets additions (See note 8) and US$320 thousand included in Oil and gas assets additions (See note 7).
NOTE 6: Taxation
1. Corporate Tax rates applicable to the Company:
Israel:
The Israeli corporate tax rate is 23% in 2025 and 2024.
United Kingdom:
Starting from 1 January 2024, the company's control and management was transferred from the Republic of Cyprus to the United Kingdom ("UK") and as such the company's tax residency migrated from Cyprus to UK from the first day of the accounting period. The applicable tax rate in the UK is 25%.
Under s.18A of the UK CTA 2009, the Company made an election for the branch of Energean Israel Limited (and any other branches that may open from time to time) to be exempt from UK corporation tax from its first accounting period commencing on 1 January 2024 and all subsequent accounting period.
2. The Income and Natural Resources Taxation Law, 5771-2011 - Israel- the main provisions of the law are as follows:
In April 2011, the Knesset passed the Income and Natural Resources Tax Law, 5771-2011 ("the Law"). The imposition of oil and gas profits levy at a rate to be set as set out below. The rate of the levy will be calculated according to a proposed R factor mechanism, according to the ratio between the net accrued revenues from the project and the cumulative investments as defined in the law. A minimum levy of 20% will be levied at the stage where the R factor ratio reaches 1.5, and when the ratio increases, the levy will increase gradually until the maximum rate of 50% until the ratio reaches 2.3. In addition, it was determined that as from 2017 the maximum rate of the levy as stated will be reduced by multiplying 0.64 with the difference between the corporate tax rate prescribed in section 126 of the Income Tax Ordinance for each tax year and the rate of 18%.
NOTE 6: Taxation (Cont.)
Additional provisions were prescribed regarding the levy, inter alia: the levy will be recognised as an expense for the purpose of calculating income tax; the limits of the levy shall not include export facilities; the levy will be calculated and imposed for each reservoir separately (ring fencing).
In accordance with the provisions of the Law, the Group is not yet required to pay any amount in respect of the said levy, and therefore no liability has been recognised in the financial statements in respect of this payment.
3. Taxation charge:
30 September 2025 (Unaudited) $'000
30 September 2024 (Unaudited) $'000
Current income tax charge
(56 501)
(64,599)
Deferred tax relating to origination and reversal of temporary differences (Note 9)
(5,339)
(24,027)
Total taxation expense
(61,840)
(88,626)
NOTE 7: Property, Plant and Equipment
a. Composition:
Oil and gas Assets $'000
Leased assets $'000
Furniture, fixtures and equipment $'000
Total $'000
Cost:
At 1 January 2024
2,979,038
16,986
2,390
2,998,414
Additions(1)
172,421
1,363
351
174,135
Transfer from Intangible Assets(2)
205,324
-
-
205,324
Disposals
(448)
-
-
(448)
Capitalised borrowing cost(3)
15,348
-
-
15,348
Change in decommissioning provision
(11,207)
-
-
(11,207)
Total cost at 31 December 2024 (Audited)
3,360,476
18,349
2,741
3,381,566
Additions(1)
302,939
6,647
503
310,089
Lease modifications(4)
-
(11,237)
-
(11,237)
Capitalised borrowing cost(3)
26,047
-
-
26,047
Change in decommissioning provision
(1,574)
-
-
(1,574)
Total cost at 30 September 2025
3,687,888
13,759
3,244
3,704,891
Depreciation:
At 1 January 2024
195,124
4,425
1,034
200,583
Charge for the year
258,328
4,962
418
263,708
Total depreciation at 31 December 2024 (Audited)
453,452
9,387
1,452
464,291
Charge for the period
187,541
3,576
371
191,488
Lease modifications(4)
-
(7,190)
-
(7,190)
Total Depreciation at 30 September 2025 (Unaudited)
640,993
5,773
1,823
648,589
At 31 December 2024 (Audited)
2,907,024
8,962
1,289
2,917,275
At 30 September 2025 (Unaudited)
3,046,895
7,986
1,421
3,056,302
(1) The additions to oil and gas assets for the period of nine months ended 30 September 2025 mainly relates to Katlan development. In February 2024, Karish North first gas was achieved and the second gas export riser was completed. The second oil train lift was safely and successfully performed in Q4 2024; commissioning activities are ongoing and are expected to complete around year- end 2025, which will result in an increase in liquids production capacity.
(2) Final Investment Decision ("FID") for Katlan was made in July 2024, and the concession agreement was granted in the same month, which expires in 2054. Refer to note 8 for further details.
(3) Borrowing costs capitalised for qualifying assets during the year are calculated by applying a weighted average interest rate of 6.83% for the period ended 30 September 2025 (for the year ended 31 December 2024: 3.93%).
(4) The lease modification pertains to the termination of vessel lease in May 2025.
NOTE 7: Property, Plant and Equipment (Cont.)
b. Depreciation expense for the year has been recognised as follows:
30 September 2025 (Unaudited) $'000
30 September 2024 (Unaudited) $'000
Cost of sales
190,389
180,988
Administration expenses
1,099
1,151
Total
191,488
182,139
c. Cash flow statement reconciliations:
30 September 2025 (Unaudited) $'000
30 September 2024 (Unaudited) $'000
Additions and disposals to property, plant and equipment, net
323,325
112,841
Associated cash flows
Payments and receipts for additions to property, plant and equipment, net
(350,478)
(225,766)
Non-cash movements/presented in other cash flow lines
Capitalised borrowing costs
(26,047)
(9,742)
Right-of-use asset additions
(6,647)
(1,129)
Lease modifications
11,237
-
Change in decommissioning provision
1,574
(4,432)
Lease payments related to capital activities
3,791
4,198
Movement in working capital
43,245
124,030
d. Details of the Group's rights in petroleum and gas assets are presented in note 1.
NOTE 8: Intangible Assets
a. Composition:
Exploration and evaluation assets $'000
Software licenses $'000
Total $'000
Cost:
At 1 January 2024
166,466
2,330
168,796
Additions
133,224
536
133,760
Transfer to Property Plant and Equipment (*)
(205,324)
-
(205,324)
31 December 2024 (Audited)
94,366
2,866
97,232
Additions
1,617
152
1,769
At 30 September 2025 (Unaudited)
95,983
3,018
99,001
Amortisation:
At 1 January 2024
-
631
631
Charge for the year
-
498
498
Total Amortisation at 31 December 2024 (Audited)
-
1,129
1,129
Impairment of exploration and evaluation assets (note 8(d))
1,994
-
1,994
Charge for the period
-
385
385
Total Amortisation at 30 September 2025 (Unaudited)
1,994
1,514
3,508
At 31 December 2024 (Audited)
94,366
1,737
96,103
At 30 September 2025 (Unaudited)
93,989
1,504
95,493
The additions to exploration and evaluation assets in 2024 are mainly related to pre-FID costs for Block 12 "Katlan".
(*) Katlan Final Investment Decision
In July 2024, the Ministry of Energy and Infrastructure granted the Company a 30-year concession for the Katlan area including a 20-year extension option. Following this, Energean announced in July 2024 that it had taken FID for the Katlan development project in Israel. The Katlan area is being developed in a phased approach through a subsea tieback to the existing Energean Power FPSO. First gas is planned for H1 2027. The EPCI (Engineering, Procurement, Construction and Installation) contract for the subsea scope was awarded to Technip FMC.
b. Cash flow statement reconciliations:
30 September 2025 (Unaudited) $'000
30 September 2024 (Unaudited) $'000
Additions to intangible assets
1,769
132,580
Associated cash flows
Payment for additions to intangible assets
(1,457)
(70,286)
Non-cash movements/presented in other cash flow lines
Movement in working capital
(312)
(62,294)
NOTE 8: Intangible Assets (Cont.)
c. Details on the Group's rights in the intangible assets:
Right
Type of right
Valid date of the right
Group's interest as at 30 September 2025
Block 23
Exploration license
13 January 2027
100%
Block 31
Exploration license
13 January 2027
100%
d. Additional information regarding the Exploration and Evaluation assets:
As of 30 September 2025, the Group holds two licences to explore for gas and oil, Block 23 and Block 31, which are located in the economic waters of the State of Israel. In January 2025 the licences for Blocks 23 and 31 were extended until 13 January 2027.
The licence for Block 21 was not extended and expired on 13 January 2025.
NOTE 9: Deferred taxes
The Group is subject to corporation tax on its taxable profits in Israel at the rate of 23%. The Capital Gain Tax rates depends on the purchase date and the nature of asset. The general capital tax rate for a corporation is the standard corporate tax rate.
Tax losses can be utilised for an unlimited period, and tax losses may not be carried back.
According to Income Tax (Deductions from Income of Oil Rights Holders) Regulations, 5716-1956, the exploration and evaluation expenses of oil and gas assets are deductible in the year in which they are incurred.
Below are the items for which deferred taxes were recognised:
Property, plant and equipment & intangible assets $'000
Right of use asset IFRS 16 $'000
Tax losses $'000
Deferred expenses for tax $'000
Staff leaving indemnities $'000
Accrued expenses and other short‑term liabilities and other long‑term liabilities $'000
Derivative asset/ liability $'000
Total $'000
At 1 January 2024
(61,050)
(2,888)
8,983
4,082
337
3,551
-
(46,985)
Increase/(decrease) for the year through:
Profit or loss
(12,040)
860
(8,983)
(1,373)
(45)
(559)
-
(22,140)
Other comprehensive income
-
-
-
-
-
-
79
79
At 31 December 2024 (Audited)
(73,090)
(2,028)
-
2,709
292
2,992
79
(69,046)
At 1 January 2025
(73,090)
(2,028)
-
2,709
292
2,992
79
(69,046)
Increase/(decrease) for the period through:
Profit or loss
(5,048)
191
-
(493)
54
(43)
-
(5,339)
Other comprehensive loss
-
-
-
-
-
-
(6,569)
(6,569)
At 30 September 2025 (Unaudited)
(78,138)
(1,837)
-
2,216
346
2,949
(6,517)
(80,981)
NOTE 9: Deferred taxes (Cont.)
30 September 2025 (Unaudited) $'000
31 December 2024 (Audited) $'000
Deferred tax liabilities
(86,492)
(75,118)
Deferred tax assets
5,511
6,072
(80,981)
(69,046)
NOTE 10: Trade and other receivables
30 September 2025 (Unaudited) $'000
31 December 2024 (Audited) $'000
Current
Financial items Trade receivables
Trade receivables
141,395
108,085
Receivables from related parties
6
330
Other receivables (1)
5,549
5,038
Accrued interest income
33
1,048
146,983
114,501
Non-financial items
Prepayments
11,070
6,779
Refundable excise
6,741
-
17,811
6,779
Total current trade and other receivables
164,794
121,280
Non-current
Non-financial items
Deposit and prepayments
10,089
8,812
Deferred expenses in relation to Loans
123
1,036
Total non-current other receivables
10,212
9,848
(1) The balance relates mainly to the final amount related the agreement with Israel Natural Gas Lines ("INGL") for the transfer of title (the "Hand Over") of the near shore and onshore segments of the infrastructure that delivers gas from the Energean Power FPSO into the Israeli national gas transmission grid of approximately US$5 million in total and is expected to be received over the course of the next year.
NOTE 11: Inventories
30 September2025 (Unaudited) $'000
31 December 2024 (Audited) $'000
Hydrocarbon liquids
2,488
3,581
Natural gas
511
502
Raw materials and supplies
17,117
12,631
Total
20,116
16,714
NOTE 12: Borrowings
a. Senior secured notes (the "Notes"):
On 24 March 2021 (the "Issue Date"), Energean Israel Finance Ltd (a 100% subsidiary of the Company) issued US$2,500 million of senior secured notes. The proceeds were primarily used to prepay in full the Project Finance Facility.
On 11 July 2023, Energean Israel Finance Ltd completed the offering of US$750 million aggregate principal amount of the Notes bearing a fixed annual interest rate of 8.500%. The proceeds were used mainly to repay the US$625 million Notes series due in March 2024. On 21 September 2025, Energean Israel Finance Ltd redeemed in full the US$625 million Notes series due in March 2026.
US$750 Million Term Loan:
In February 2025 Energean Israel Finance Ltd signed a 10-year, senior-secured term loan with banking corporation in Israel as the facility agent and arranger for US$750 million (the "Term Loan" and the "Term Loan Agent", respectively). The purpose of Term Loan was to refinance its 2026 senior secured notes and provide additional liquidity for the Katlan development. Up to US$475 million is in US dollars and up to US$275 million is in New Israeli Shekel. The Term Loan bears a floating interest rate of SOFR plus a margin on the USD component and the Bank of Israel (BOI) rate plus a margin on the ILS component. The Term Loan is secured on the assets of the Group (including the Company's shares), pari passu with the senior secured Notes, non-recourse to Energean plc and has a bullet repayment in 2035 (refer to note 12(d) for related collaterals).
During the nine month of 2025, Energean Israel Finance Ltd drew down the full US$750 million amount of the Term Loan.
b. Composition:
Series
Type
Maturity
Annual Interest rate
30 September 2025 (Unaudited) Carrying value $'000
31 December 2024 (Audited) Carrying value $'000
Non-current
US$ 625 million
Senior secured notes
30/03/2026
4.875%
-
622,102
US$ 625 million
Senior secured notes
30/03/2028
5.375%
620,809
619,602
US$ 625 million
Senior secured notes
30/03/2031
5.875%
618,491
617,689
US$ 750 million
Senior secured notes
30/09/2033
8.500%
735,725
734,820
US$ 275 million
Term Loan
26/02/2035
3.1%+ BOI
270,084
-
US$ 475 million
Term Loan
26/02/2035
4.25%+ SOFR
456,830
-
Total
2,701,939
2,594,213
The interest on each series of the Notes and loan is paid semi-annually, on 30 March and on 30 September of each year.
The Notes are listed on the TACT Institutional of the Tel Aviv Stock Exchange Ltd. ("TASE").
With regards to the indenture document, signed on 24 March 2021 with HSBC BANK USA, N.A (the "Trustee"), no indenture default or indenture event of default has occurred and is continuing.
c. Collateral:
The Company has provided/undertakes to provide the following collateral in favor of HSBC BANK USA, N.A, which serves as the "Collateral Agent" under both the Notes and the Term Loan:
1) First rank fixed charges over the shares of Energean Israel Limited, Energean Israel Finance Ltd and Energean Israel Transmission Ltd, the Karish & Tanin Leases, the gas sales purchase agreements ("GSPAs"), several bank accounts, operating permits, insurance policies, the Company's exploration licences and the INGL Agreement.
2) Floating charge over all of the present and future assets of Energean Israel Limited and Energean Israel Finance Ltd (except specifically excluded assets).
3) The Energean Power FPSO.
NOTE 12: Borrowings (Cont.)
d. Restricted cash:
As of 30 September 2025, the Company had short-term restricted cash of US$20.85 million (31 December 2024: US$82.43 million), which will be used mainly for the March 2026 interest payment.
NOTE 13: Trade and other payables
30 September 2025 (Unaudited) $'000
31 December 2024 (Audited) $'000
Current
Financial items
Trade accounts payable
172,186
140,840
Payables to related parties
17,662
11,021
Other creditors (1)
41,704
35,468
Short term lease liabilities
6,908
5,296
238,460
192,625
Non-financial items
Accrued expenses
23,403
24,480
Other finance costs accrued
447
41,133
VAT payable
12,139
4,182
Deferred revenues
5,530
-
Social insurance and other taxes
691
504
42,210
70,299
Total current trade and other payables
280,670
262,924
Non-current
Financial items
Trade and other payables (2)
15,817
61,758
Long term lease liabilities
2,019
4,767
17,836
66,525
Non-financial items
Accrued expenses to related parties
982
519
982
519
Total non-current trade and other payables
18,818
67,044
(1) The amount mainly comprises of royalties payables to the Israel government and third parties with regards to the Karish Lease, including US$15.1 million (2024: US$12.9 million) of royalties payable to third parties. Contractual royalties are payable to third-party holders at a total rate of 7.5%, increasing to 8.25% after the date at which the lease in question starts to pay the oil and gas profits levy. The royalty payable to third-party holders under the Sale Purchase Agreement (SPA( is calculated on the value of the total amount of natural gas and condensate produced at the wellhead without any deduction (except for natural gas and Petroleum (as defined under the Petroleum Law) used in the production process). No contractual royalties under the SPA will be payable on future discoveries that were not part of the original acquisition of the Karish and Tanin leases.
NOTE 13: Trade and other payables (Cont.)
(2) The amount represents a long-term amount payable in terms of the EPCIC (Engineering, Procurement, Construction, Installation and Commissioning) contract to Technip. According to the agreement with the EPCIC contractor, the last US$210 million of the consideration is payable in 12 equal quarterly deferred payments beginning in March 2024 and as such has been discounted at 8.67% per annum (being the yield rate of the senior secured loan notes, maturing in 2026, as at the date of agreeing the payment terms). As of 30 September 2025, 7 installments have been paid.
NOTE 14: Equity
Interim dividends:
During the reporting period dividends of US$95.9 million were declared and paid (2024: US$276.5 million).
NOTE 15: Financial Instruments
Fair Values of other financial instruments
The following financial instruments are measured at amortised cost and are considered to have fair values different to their book values.
30September2025 (Unaudited)
31 December 2024 (Audited)
Book Value $'000
Fair value $'000
Book Value $'000
Fair value $'000
Senior Secured Notes (Note 12(a))
1,975,025
2,006,750
2,594,213
2,485,589
The fair value of the Senior Secured Notes is within level 1 of the fair value hierarchy and has been determined with reference to market prices at the reporting date.
The fair values of other financial instruments not measured at fair value, including cash and short-term deposits, trade receivables, trade and other payables and the Term Loan which equate approximately to their carrying amounts.
Cash Flow Hedging
In addition to the hedging agreements described in the 2024 annual consolidated financial statements, in February 2025 the Group entered into a forward transaction to hedge against foreign currency volatility risk associated with its forecasted payment to the EPCI contractor for its Katlan development. The forward contracts are subject to different maturity dates and are designed to match the payments for completion of Katlan Subsea development milestones under the host contract. Multi-currency instruments are effective from April 2025 to August 2027.
The hedge relationship was deemed effective at inception, and in accordance with the Group's accounting policy, the transaction was subject to cash flow hedge accounting.
Consequently, as of 30 September 2025, the Group recorded a derivative asset of US$28.3 million, and other comprehensive income of US$28.7 million, during the reporting period (31 December 2024, the Group recorded a derivative liability of US$0.3 million, and other comprehensive income of US$0.3 million during 2024).
Financial risk management objectives
In addition to the risks discussed in the consolidated annual financial statements, due to the new term Loan obtained in March 2025 (refer to note 12(b)), the Company became exposed to interest rate risk. The Group carefully considers the future impact of the floating interest fluctuation and will consider mitigation plans as needed and implement accordingly.
NOTE 16: Significant events and transactions during the reporting period
a. Approximately US$2 billion binding term sheet signed with Dalia Energy Companies Ltd in January 2025 for gas sales in Israel. The binding term sheet contains provisions regarding floor pricing, take or pay and price indexation linked to CPI (not Brent-price linked). The terms agreed are in line with the other material, long-term contracts within the Company portfolio. For more details see Note 17(d).
b. The Company has signed a Gas Sale and Purchase Agreement ("GSPA") with Kesem Energy Ltd ("Kesem"). The contract is for the supply of gas to Kesem's new power plant, which is estimated to be operational before the end of the current decade. The contracted supply is approx. 1 bcm/year from around the middle of the 2030s with limited quantities of gas supplied intermittently before then. The contract represents over US$2 billion in revenues and approx.12.5 bcm in contracted supply over the approx. 17-year period. The contract contains provisions regarding floor pricing, take or pay and price indexation (not Brent-price linked). The terms of GSPA are in line with the other material, long-term contracts within the Company portfolio.
c. On June 13, 2025, Energean received notice from the Ministry of Energy and Infrastructure ordering the temporary suspension of production and activities of the Energean Power FPSO, following the geopolitical escalation in the region at the time of the notice. On June 25, 2025, Energean received notice from the Ministry of Energy and Infrastructure, instructing the safe restart and resumption of production and operations at its Energean Power FPSO. Energean acted in accordance with the Ministry of Energy and Infrastructure's instructions. For more details see Note 2.
NOTE 17: Subsequent events
a. An interim dividend of US$33.19 million was declared and paid in October 2025.
b. On 22 October 2025 the Company signed a new unsecured 10-year term loan facility agreement with banking corporation in Israel for US$70 million ("Unsecured Term Loan"), to fund the development of the Nitzana pipeline (see note 17(c)). The Unsecured Term Loan bears a floating interest rate of SOFR plus a margin and non-utilization fee.
On 27 October, the Company drew US$33.2 from the above facility loan for the initial 40% downpayment.
c. On 23 October 2025 the Company signed a transmission agreement with INGL for capacity in the Nitzana pipeline.
The agreed terms in the transmission agreement are for the supply of up to 1 bcm/year for a 15-year period, with provisions for extensions and early termination. The terms also include rights, during the construction phase, to access available capacity in the Jordan-North pipeline. Nitzana is expected to be operational no later than 36 months from end of October 2025.
The Company's 16.4% share of the construction costs for the pipeline and compression station is expected to be approximately US$100 million and will primarily be funded via the Unsecured Term Loan. Following an initial 40% downpayment, which was paid in October 2025, the remaining cost balance will be paid according to construction milestones via drawdown under the Unsecured Term Loan and cash on hand.
d. Further to the information presented in Note 16(a), on 25 November 2025 the Company signed a GSPA with Dalia Energy Companies Ltd representing over US$2 billion in contracted revenues. The contract is for approximately 0.5 bcm/year from around January 2030 and then approximately 1.2 bcm/year from June 2035 onwards, and excludes supply in the summer months (June to September) between 2030-2034.
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