REG - Enwell Energy PLC - 2022 AUDITED RESULTS
21/12/2023 15:30
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RNS Number : 6731X Enwell Energy PLC 21 December 2023
21 December 2023
ENWELL ENERGY PLC
2022 AUDITED RESULTS
Enwell Energy plc ("Enwell Energy" or the "Company", and together with its
subsidiaries, the "Group"), the AIM-quoted (AIM: ENW) oil and gas exploration
and production group, today announces its audited results for the year ended
31 December 2022.
2022 Highlights
Operational
· Aggregate average daily production of 2,956 boepd (calculated on the days when
the Group's fields were actually in production) (2021: 4,730 boepd)
· SV-31 development well successfully completed and brought on production in Q2
2022
· SC-4 appraisal well tested and produced hydrocarbons from its primary target
reservoir in Q4 2022
· GOL-107 development well successfully completed in Q4 2023 and is undergoing
long-term test production
Financial
· Revenue of $133.4 million (2021: $121.4 million), up 10%, primarily as a
result of significantly higher gas prices
· Gross profit of $85.9 million (2021: $73.9 million), up 16%
· Operating profit of $75.8 million (2021: $66.2 million), up 15%, predominantly
as a result of significantly higher gas prices
· Net profit of $60.2 million (2021: $51.1 million), up 18%
· Cash, cash equivalents and short-term investments of $88.7 million as at 31
December 2022 (2021: $92.5 million), and of $79.1 million as at 14 December
2023
· Average realised gas, condensate and LPG prices in Ukraine were significantly
higher, particularly gas and LPG prices, at $960/Mm3 (UAH30,341/Mm3), $73/bbl
and $143/bbl respectively (2021: $432/Mm3 (UAH11,677/Mm3) gas, $69/bbl
condensate and $80/bbl LPG)
· Interim dividend of 15 pence per ordinary share, £48.1 million in aggregate,
paid in June 2023 (2021: nil)
Outlook
· The Russian invasion of Ukraine in February 2022 has had a significant impact
on all aspects of life in Ukraine, including the Group's business and
operations, with all field operations being suspended for safety reasons from
24 February to 15 March 2022, after which production operations and some field
activities resumed at the MEX-GOL and SV fields, and subsequently at the VAS
field and SC licence area. The scale and duration of disruption to the Group's
business is currently unknown, and there remains significant uncertainty about
the outcome of the war in Ukraine
· In April and May 2023, the Ukrainian authorities took a number of regulatory
actions against the Group, which included the suspension of the VAS production
licence and SC exploration licence, and consequently all work at these
licences has been suspended
· Subject to the resolution of the regulatory issues and the Group's ability to
operate safely, development work planned for the remainder of 2023 and 2024 at
the MEX-GOL and SV fields includes planning the deepening of the MEX-109 well
to explore a deeper horizon, investigating the hydraulic fracturing of the
SV-29 well, planning a workover of the MEX-102 well to access a shallower
horizon, investigating the possible sidetracking of the MEX-119 well to access
additional reserves, installing additional compression equipment and upgrading
the flow-line network and other field infrastructure
· Further work on the VAS field and SC licence area will remain suspended until
there is a resolution of the regulatory issues, including the lifting of the
suspension orders
· Currently, the Group retains approximately a quarter of its cash outside
Ukraine, which enhances the Group's ability to navigate the current risk
environment for the foreseeable future, and provides a material buffer to any
further disruptions to the Group's operations
· Development programme for the remainder of 2023 and 2024 expected to be funded
from existing cash resources and operational cash flow
Sergii Glazunov, CEO, commented: "While 2022 was a strong operational year
for Enwell Energy, these achievements are entirely overshadowed by the ongoing
war in Ukraine, which is having a huge impact on all aspects of life and
business in Ukraine. We were able to continue production at our MEX-GOL and SV
fields, which is testament to the diligence and fortitude of our operational
team, but unfortunately, regulatory action taken by the Ukrainian authorities
has resulted in our VAS production licence and SC exploration licence being
currently suspended."
The Annual Report and Financial Statements for 2022 will shortly be available
on the Company's website and will be posted to shareholders on 27 December
2023, and a formal Notice of Annual General Meeting will follow later during
January 2024.
This announcement contains inside information for the purposes of Article 7 of
EU Regulation No. 596/2014, which forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018, as amended.
For further information, please contact:
Enwell Energy plc Tel: 020 3427 3550
Chris Hopkinson, Chairman
Sergii Glazunov, Chief Executive Officer
Bruce Burrows, Finance Director
Strand Hanson Limited Tel: 020 7409 3494
Rory Murphy / Matthew Chandler
Zeus Capital Limited Tel: 020 7614 5900
Alexandra Campbell-Harris (Corporate Finance)
Simon Johnson (Corporate Broking)
Citigate Dewe Rogerson Tel: 020 7638 9571
Ellen Wilton
Dr Gehrig Schultz, BSc Geophysical Engineering, PhD Geophysics, Member of the
European Association of Geophysical Engineers, Member of the Executive
Coordinating Committee of the Continental European Energy Council, and a
Non-Executive Director of the Company, has reviewed and approved the technical
information contained within this announcement in his capacity as a qualified
person, as required under the AIM Rules for Companies.
Glossary
AAPG American Association of Petroleum Geologists
Arkona LLC Arkona Gas-Energy
bbl barrel
bbl/d barrels per day
Bm(3) thousands of millions of cubic metres
boe barrels of oil equivalent
boepd barrels of oil equivalent per day
Bscf thousands of millions of scf
Company Enwell Energy plc
D&M DeGolyer and MacNaughton
€ Euro
Group Enwell Energy plc and its subsidiaries
km kilometre
km(2) square kilometre
LPG liquefied petroleum gas
MEX-GOL Mekhediviska-Golotvshinska
m(3) cubic metres
m³/d cubic metres per day
Mboe thousand barrels of oil equivalent
Mm³ thousand cubic metres
MMbbl million barrels
MMboe million barrels of oil equivalent
MMm(3) million cubic metres
MMscf million scf
MMscf/d million scf per day
Mtonnes thousand tonnes
% per cent.
QCA Code Quoted Companies Alliance Corporate Governance Code 2018
QHSE quality, health, safety and environment
SC Svystunivsko-Chervonolutskyi
scf standard cubic feet measured at 20 degrees Celsius and one atmosphere
SPE Society of Petroleum Engineers
SPEE Society of Petroleum Evaluation Engineers
SV Svyrydivske
Tscf trillion scf
$ United States Dollar
UAH Ukrainian Hryvnia
VAS Vasyschevskoye
VED Vvdenska
WPC World Petroleum Council
Chairman's Statement
I present the 2022 Annual Report and Financial Statements in circumstances
that I wish were different. The invasion of Ukraine by Russia in February 2022
and the ongoing conflict has created a very challenging and worrying outlook
for both the current and future situation in Ukraine, and I am greatly
saddened by the terrible events occurring there.
The invasion has had a significant impact on all aspects of life in Ukraine,
including the Group's business and operations, with all field operations being
suspended for safety reasons from 24 February to 15 March 2022, after which
production operations and some limited field activities resumed at the MEX-GOL
and SV fields. Subsequently, in July 2022, drilling operations on the SC-4
well resumed on the SC licence area to complete the well, and in October 2022,
production operations resumed at the VAS field. The overall scale and duration
of disruption to the Group's business is currently unknown, and there remains
significant uncertainty about the outcome of the ongoing war in Ukraine.
Notwithstanding the disruption caused by the war, during 2022, the Group
continued with some development activities at the MEX-GOL, SV and VAS gas and
condensate fields and SC licence in north-eastern Ukraine. At the SV field,
the SV-31 development well was completed and brought on production in May
2022. At the MEX-GOL field, the GOL-107 development well was completed in late
October 2023, and after initial testing demonstrated gas flows from the well,
albeit at lower than expected rates, the well has now been hooked up to the
gas processing facilities for longer-term testing to establish its optimal
operating parameters and to assess whether stimulation may improve production
rates. Additionally, at the MEX-GOL field, planning has continued for the
deepening of the MEX-109 well to explore a deeper horizon, a workover of the
MEX-102 well to access a shallower horizon and investigating the possible
sidetracking of the MEX-119 well to access additional reserves. At the SV-29
development well, additional horizons were perforated and tested but
stabilised production was not established and, consequently, the possible
hydraulic fracturing of the well is under consideration. Drilling of the SC-4
appraisal well on the SC licence area was completed and testing of this well
demonstrated strong flow rates of gas and condensate, and planning for the
installation of surface facilities and pipelines has been undertaken. At the
VAS field, planning for the further development of the field continued.
Aggregate average daily production (calculated on the days when the fields
were actually in production) from the MEX-GOL, SV and VAS fields during the
year was 2,956 boepd, which is lower than the aggregate daily production rate
of 4,730 boepd achieved during 2021 due to the disruption caused by the war
and natural field decline.
Although production volumes were lower, the dramatic rise in gas prices during
the year has meant that revenues were still strong at $133.4 million (2021:
$121.4 million). The Group's net profit was also higher at $60.2 million
(2021: $51.1 million), operating profit was $75.8 million (2021: $66.2
million), but cash generated from operations declined to $47.5 million (2021:
$77.6 million), predominantly due to a build-up of receivables.
There is significant disruption to the fiscal and economic environment in
Ukraine due to the ongoing conflict resulting in a contraction in the economy,
an increase in the rate of inflation and a weakening of the Ukrainian Hryvnia
against other currencies. Furthermore, it is likely that fiscal and economic
uncertainties will continue in the future until an acceptable resolution of
the war occurs.
The Ukrainian Government has implemented a number of reforms in the oil and
gas sector in recent years, which include the deregulation of the gas supply
market in late 2015, and subsequently, simplification of the regulatory
procedures applicable to oil and gas exploration and production activities in
Ukraine.
The deregulation of the gas supply market, supported by electronic gas trading
platforms and improved pricing transparency, has meant that Ukrainian market
prices for gas broadly correlated with imported gas prices. During 2022, gas
prices increased significantly, reflecting a similar trend in European gas
prices, substantially as a result of the disruption to worldwide oil and gas
supplies caused by the conflict. Condensate and LPG prices were also higher by
comparison to the previous year for the same reason.
Restructuring of Smart Holding Group
In January 2023, the Company was notified that there had been a restructuring
of the ownership of the PJSC Smart-Holding Group, a member of which held a
major shareholding in the Company, and which was ultimately controlled by Mr
Vadym Novynskyi ("Mr Novynskyi"). Under this restructuring, which occurred
with effect from 1 December 2022, Mr Novynskyi disposed of his major indirect
shareholding interest in the Company to two trusts registered in Cyprus named
the SMART Trust and the STEP Trust. Further information is contained in the
Company's announcement dated 17 January 2023, and the TR-1 Forms published on
26 January 2023.
Regulatory Actions by Ukrainian Authorities and Suspension of VAS and SC
Licences
In early December 2022, the Ukrainian Government imposed sanctions on Mr
Novynskyi, as set out in the Company's announcement dated 9 December 2022.
As announced on 4 January 2023, new legislation, Law No. 2805-IX, relating to
the natural resources sector was enacted in Ukraine, which came into force on
28 March 2023. This legislation is a substantial package of new procedures and
reforms designed to improve the regulatory process relating to the exploration
and development of natural resources in Ukraine. However, the legislation
includes provisions that if the ultimate beneficial owner of a mineral or
hydrocarbon licence becomes the subject of sanctions in Ukraine, then the
State Geologic and Subsoil Survey of Ukraine (the "SGSS") may suspend or
revoke that licence.
Following Law No. 2805-IX coming into force on 28 March 2023, the Ukrainian
authorities have taken a number of regulatory actions against certain of the
Group's subsidiary companies in Ukraine.
As announced on 12 April 2023, such regulatory actions included conducting a
search at the Group's Yakhnyky office, from where the MEX-GOL and SV fields
are operated, and placing certain physical assets of the Ukrainian branch
(representative) office of Regal Petroleum Corporation Limited ("RPC") and LLC
Arkona Gas-Energy ("Arkona") (which respectively hold the MEX-GOL and SV
fields and the SC exploration licence) under seizure, thereby restricting any
actions that would change registration of the property rights relating to such
assets, although the use of such assets was not restricted and therefore the
Company has been able to continue to operate and produce gas and condensate
from the MEX-GOL and SV fields. In addition, the Ministry of Justice of
Ukraine (the "MoJ") made an Order cancelling the registration entry made on
behalf of a subsidiary of the Company named LLC Regal Petroleum Corporation
(Ukraine) Limited in the Unified State Register of Legal Entities,
Individuals-entrepreneurs and Civil Institutions of Ukraine (the "State
Register") relating to the ultimate beneficial owners of such company, which
were stated as being the trustees of the SMART Trust and STEP Trust as
previously notified to the Company, thereby restoring the previous entry in
the State Register, Mr Novynskyi. Furthermore, the SGSS issued an Order to RPC
requiring that additional information be provided and/or violations be
eliminated in the disclosures relating to the ultimate beneficial owners of
the MEX-GOL and SV licences respectively.
On 2 May 2023, the MoJ made further Orders cancelling the registration entry
made on behalf of three further Ukrainian subsidiaries of the Company named
LLC Prom-Enerho Produkt ("PEP"), Arkona and LLC Well Investum ("Well
Investum") respectively in the State Register relating to the ultimate
beneficial owners of such companies, which again were stated as being the
trustees of the SMART Trust and STEP Trust, thereby restoring the
previous entry, Mr Novynskyi. PEP holds the VAS production licence, Arkona
holds the SC exploration licence and Well Investum is a dormant company.
Following the issuance of the abovementioned Orders by the MoJ, Mr Novynskyi
is registered in the State Register as the ultimate beneficial owner of each
of PEP and Arkona, and is consequently recognised by the SGSS as the ultimate
beneficial owner of each of the VAS production licence and SC exploration
licence. As a result, on 4 May 2023, the SGSS issued orders suspending the VAS
production licence and SC exploration licence for a period of 5 years
effective from that date. Accordingly, the Company ceased all field and
production operations on the VAS and SC licence areas.
New Auditor and Temporary Suspension from trading on AIM
In December 2022, as a result of the sanctions imposed on Mr Novynskyi, the
Company's previous auditor resigned, but I am now pleased to welcome Zenith
Audit Ltd as the Company's new auditor, with such appointment being finalised
in September 2023. As the Company did not have an auditor prior to the
appointment of Zenth Audit Ltd, it was not able to publish and post its
audited 2022 Annual Report and Financial Statements to shareholders by the
requisite deadline of 30 June 2023 as required by Rule 19 of the AIM Rules for
Companies. As a result, trading in the Company's ordinary shares on AIM was
suspended with effect from 3 July 2023 pending the Company's compliance with
such requirements. However, with the publication and posting to shareholders
of this 2022 Annual Report and Financial Statements, and upon the forthcoming
publication of the Company's unaudited interim results for the six month
period ended 30 June 2023, which is anticipated to occur shortly, it is
currently expected that the suspension from trading will be lifted.
Board Changes
In August 2022, Dmitry Sazonenko stepped down from the Board, and Dr Gehrig
Schultz joined the Board as a Non-Executive Director. Gehrig is a very
experienced geoscientist, and provides valuable technical input in the
oversight of the Company's operations.
On behalf of the Board, I would like to thank Dmitry for his valued
contribution during his tenure with the Company, and to welcome Gehrig to the
Board.
Interim Dividend
On 15 June 2023, the Company paid an interim dividend of 15 pence per ordinary
share, aggregating to approximately £48.1 million, which was the Company's
maiden dividend payment to its shareholders.
Outlook
The ongoing war in Ukraine means that there is a devastating humanitarian
situation in Ukraine, as well as extreme challenges to the fiscal, economic
and business environment. This has been exacerbated in respect of the Group by
the regulatory actions of the Ukrainian authorities, culminating in the
suspension of the VAS and SC licences.
These circumstances mean that it is extremely difficult to plan future
investment and operational activities at the Group's fields but, subject to
resolution of the current regulatory issues with the Ukrainian authorities,
and subject to it being safe to do so, the Group is planning to undertake
further limited development activities during the remainder of 2023 and beyond
in order to continue the development of its fields. However, in doing so, the
Group is taking and will take all measures available to protect and safeguard
its personnel and business, with the safety and wellbeing of its personnel and
contractors being paramount. The Group retains approximately a quarter of its
cash reserves outside Ukraine, and this provides a material buffer to any
further disruptions to the Group's operations. This has enabled the Board to
reach the opinion that the Group has sufficient resources to navigate the
current risk environment for the foreseeable future.
In conclusion, on behalf of the Board, I would like to thank all of our staff
for the continued dedication and support they showed during the 2022 year,
especially their remarkable fortitude since the invasion of Ukraine in
February 2022.
Chris Hopkinson
Chairman
Chief Executive's Statement
Introduction
The war in Ukraine has materially disrupted the Group's development activity
at its Ukrainian fields during 2022, with operations suspended for safety
reasons at all fields immediately after the Russian invasion in February 2022.
However, production operations and some field activities resumed at the
MEX-GOL and SV fields in mid-March 2022, and this enabled the completion of
the SV-31 development well, which came on production in May 2022. At the SV-29
development well, further intervals were perforated, but it was not possible
to establish a stabilised flow rate, and the potential hydraulic fracturing of
this well is now under consideration. In addition, upgrades to the gas
processing facilities were completed. The GOL-107 development well was
completed in late October 2023 and, after initial testing of the well
demonstrated gas flows, albeit at lower than expected rates, the well has now
been hooked up to the gas processing facilities to undergo longer-term testing
to establish its optimal operating parameters and assess whether stimulation
of the well may improve flow rates.
On the SC licence area, drilling of the SC-4 appraisal well was suspended for
a period, but drilling resumed in July 2022, and the well was completed and
successfully tested in October 2022. In addition, the interpretation of the
150 km(2) of 3D seismic, which was acquired over the 2021-2022 winter period,
was completed.
At the VAS field, all operations were suspended until October 2022, when
production operations resumed. In addition, planning for the further
development of the field, as well as for a proposed new well to explore the
VED prospect within the VAS licence area continued.
Overall production in 2022 was lower than the 2021 year due to the disruption
to production operations caused by the war in Ukraine and natural field
decline.
Quality, Health, Safety and Environment ("QHSE")
The Group is committed to maintaining the highest QHSE standards and the
effective management of these areas is an intrinsic element of its overall
business ethos. The Group's QHSE policies and performance are overseen by the
Health, Safety and Environment Committee. Through strict enforcement of the
Group's QHSE policies, together with regular management meetings, training and
the appointment of dedicated safety professionals, the Group strives to ensure
that the impact of its business activities on its staff, contractors and the
environment is as low as is reasonably practicable. The Group reports safety
and environmental performance in accordance with industry practice and
guidelines.
I am pleased to report that during 2022, a total of 704,773 man-hours of staff
and contractor time were recorded without a Lost Time Incident occurring. The
total number of safe man-hours now stands at over 4,997,406 man-hours without
a Lost Time Incident. No environmental incidents were recorded during the
year.
Production
The average daily production of gas, condensate and LPG for the 351 days that
the MEX-GOL and SV fields were producing and for the 147 days that the VAS
field was producing, in each case, during the year ended 31 December 2022 is
shown below:
Field Gas Condensate LPG Aggregate
(MMscf/d) (bbl/d) (bbl/d) boepd
2022 2021 2022 2021 2022 2021 2022 2021
11.0 18.9 445 681 318 308 2,604 4,237
MEX-GOL & SV
1.8 2.6 18 26 - - 352 493
VAS
12.8 21.5 463 707 318 308 2,956 4,730
Total
The Russian invasion of Ukraine in February 2022 meant that for safety
reasons, the Group suspended all field operations for the period from 24
February to 15 March 2022, after which production operations and some field
activities resumed at the MEX-GOL and SV fields, while all operations remained
suspended at the VAS field and SC licence area. Subsequently, in July 2022,
drilling resumed at the SC-4 well on the SC licence area and this well was
completed and successfully tested in October 2022. Production operations
remained suspended at the VAS field since it is located near Kharkiv in
north-eastern Ukraine, which has experienced significant military activity,
but in October 2022, production operations finally resumed at this field. As a
result of the disruptions to operations caused by the war, the Group's average
daily production for the 2022 year has been materially adversely affected.
In addition, as announced on 4 May 2023, as a result of regulatory actions by
the Ukrainian authorities, the VAS production licence and the SC exploration
licence have been suspended for a period of five years.
Nevertheless, production is currently continuing at the MEX-GOL and SV fields
at a rate of approximately 2,200 boepd.
Operations
In the period leading up to the Russian invasion of Ukraine in February 2022,
there was relative fiscal and economic stability in Ukraine, as well as
reductions in the subsoil tax rates and improvements in the regulatory
procedures in the oil and gas sector in Ukraine. However, the war has caused
significant disruption to the fiscal and economic conditions in Ukraine since
then. During 2022, the material increase in gas prices in Europe did, however,
feed through to the Group's realised prices in Ukraine, and provided a
significant boost to the Group's revenues and profitability during the period.
During 2022, the Group continued to refine its geological subsurface models of
the MEX-GOL, SV and VAS fields, as well as the SC licence area, in order to
enhance its strategy for the further development of such fields and licence
area, including the timing and level of future capital investment required to
exploit the hydrocarbon resources.
At the MEX-GOL and SV fields, the SV-31 development well was completed in May
2022, having been drilled to a final depth of 5,240 metres. At that time, one
interval, at a drilled depth of 5,210 - 5,219 metres, within the V-22 Visean
formation was perforated, and, following initial testing, the well was hooked
up to the gas processing facilities. The well has produced strongly since
then, and pursuant to the plans for this well, two additional intervals, at
drilled depths of 5,187 - 5,189 and 5,120 - 5,123 metres, respectively within
the V-22 and V-21 Visean formations, have also been perforated to access
additional reserves. These additional intervals have also proved productive
and materially boosted production rates from this well.
At the SV-29 development well, additional intervals, at drilled depths of
4,955 - 4,960 and 5,037 - 5,046 metres, within the V-19 and V-20 Visean
formation respectively were perforated, but such intervals were not
productive. This well was completed in August 2021, having been drilled to a
final depth of 5,450 metres. Previously, two intervals, at drilled depths of
5,246 - 5,249 metres and 5,228 - 5,232 metres respectively, within the V-22
Visean formation, were perforated, and although some gas flows were achieved,
a stabilised flow from these intervals was not established. In light of the
intermittent gas flows in these intervals, the possible hydraulic fracturing
of the well is now under consideration.
Drilling of the GOL-107 development well, targeting production from the V-20
and V-23 Visean formations, commenced in December 2022 and was completed in
late October 2023, with the well having been drilled to a final depth of 5,190
metres. One interval, at a drilled depth of 5,140 - 5,143 metres, within the
V-23 formation, was perforated and demonstrated gas flows, but at lower than
anticipated rates. The well has now been hooked up to the gas processing
facilities to undergo longer-term testing to establish its optimal operating
parameters and assess whether stimulation of the well may improve flow rates.
The well is currently producing at a flow rate of approximately 353 MMscf/d of
gas and 11 bbl/d of condensate (73 boepd in aggregate).
The Group continued to operate each of the SV-2 and SV-12 wells under joint
venture agreements with NJSC Ukrnafta, the majority State-owned oil and gas
producer. Under the agreements, the gas and condensate produced from the
respective wells is sold under an equal net profit sharing arrangement between
the Group and NJSC Ukrnafta, with the Group accounting for the hydrocarbons
produced and sold from the wells as revenue, and the net profit share due to
NJSC Ukrnafta being treated as a lease expense in cost of sales. However,
during Q4 2021, the SV-2 well experienced water ingress and consequently had
to be taken off production. A workover of this well was undertaken to replace
the production string and remove obstructions in the well, but this work was
unsuccessful and further remedial work is now being considered.
In addition, in Q4 2021, the MEX-109 well also experienced water ingress and
as a result was taken off production. A workover of the well was commenced,
and steps were taken to seal the source of the water ingress, but the work was
suspended as a result of the Russian invasion. However, the workover
operations have now been completed, and the previously producing horizon has
now been sealed to prevent water ingress into that horizon, so as to avoid
possible disruption to another well which is producing from the same horizon.
As a result, further production from such horizon in this well will not be
possible, and the possible deepening of this well to explore deeper horizons
is now being considered.
Finally, at the MEX-GOL and SV fields, the upgrades to the gas processing
facilities have been completed. These works involved an upgrade of the LPG
extraction circuit, an increase to the flow capacity of the facilities, and a
significant increase to the liquids tank storage capacity, which are designed
to improve overall plant efficiencies, improve the quality of liquids produced
and boost recoveries of LPG, while reducing environmental emissions.
On the SC licence area, after a period of suspension, drilling operations
resumed at the SC-4 well in July 2022 and the well was drilled to its final
depth of 5,585 metres. The well is primarily an appraisal well, targeting
production from the V-22 horizon, as well as exploring the V-16 and V-21
horizons, in the Visean formation. The well was successfully tested,
demonstrating stabilised flow rates of 3 MMscf/d of gas and 3 bbl/d of
condensate (535 boepd in aggregate), and planning for the installation of gas
processing and other surface facilities has been undertaken. In addition, the
interpretation of the 150 km(2) of 3D seismic, that was acquired over the 2021
- 22 winter, was completed.
At the VAS field, production operations resumed in October 2022, and planning
for the further development of the field, as well as for a proposed new well
to explore the VED prospect within the VAS licence area, has continued.
Outlook
The ongoing war in Ukraine has caused significant disruption to the country as
a whole and to the Group's business activities, and until there is a
satisfactory resolution to the conflict, the disruption and uncertainty are
likely to continue. However, subject to resolution of the current regulatory
issues with the Ukrainian authorities and it being safe to do so, during the
remainder of 2023 and 2024, the Group plans to continue the development of its
fields to the extent it is possible to do so.
At the MEX-GOL and SV fields, the development programme includes planning the
deepening of the MEX-109 well to explore a deeper horizon in the Visean
formation, investigating the hydraulic fracturing of the SV-29 well, planning
a workover of the MEX-102 well to access a shallower horizon, investigating
the possible sidetracking of the MEX-119 well to access additional reserves,
installing additional compression equipment and upgrading and maintaining the
flow-line network and pipelines and other field infrastructure, as well as
planning for the further development of the fields.
Further work on the VAS and SC licence areas will remain suspended until there
is a resolution of the regulatory issues, including the lifting of the
suspension orders made in respect of those licences.
Finally, I would like to add my thanks to all of our staff for the continued
hard work and dedication they have shown over the course of 2022, and to
especially recognise their continuing efforts and professionalism in the face
of the extremely challenging current situation in Ukraine.
Sergii Glazunov
Chief Executive Officer
Overview of Assets
We operate four fields in the Dnieper-Donets basin in north-eastern Ukraine.
Our fields have high potential for growth and longevity for future production
- a strong foundation for success.
MEX-GOL and SV fields
The MEX-GOL and SV fields are held under two adjacent production licences, but
are operated as one integrated asset, and have significant gas and condensate
reserves and potential resources of unconventional gas.
Production Licences
We hold a 100% working interest in, and are the operator of, the MEX-GOL and
SV fields. The production licences for the fields were granted to the Group in
July 2004 with an initial duration of 20 years, and the duration of these
licences have recently been extended to 2044 in order to fully develop the
remaining reserves. The economic life of these fields extend to 2038 and 2042
respectively pursuant to the most recent reserves and resources assessment by
DeGolyer and MacNaughton ("D&M") as at 31 December 2017.
The two licences, located in Ukraine's Poltava region, are adjacent and extend
over a combined area of 253 km², approximately 200 km east of Kyiv.
Geology
Geologically, the fields are located towards the middle of the Dnieper-Donets
sedimentary basin which extends across the major part of north-eastern
Ukraine. The vast majority of Ukrainian gas and condensate production comes
from this basin. The reservoirs comprise a series of gently dipping
Carboniferous sandstones of Visean age inter-bedded with shales at around
4,700 metres below the surface, with a gross thickness of between 800 and
1,000 metres.
Analysis suggests that the origin of these deposits ranges from fluvial to
deltaic, and much of the trapping at these fields is stratigraphic. Below
these reservoirs is a thick sequence of shale above deeper, similar,
sandstones at a depth of around 5,800 metres. These sands are of Tournasian
age and offer additional gas potential. Deeper sandstones of Devonian age have
also been penetrated in the fields.
Reserves
The development of the fields began in 1995 by the Ukrainian State company
Chernihivnaftogasgeologiya ("CNGG"), and shortly after this time, the Group
entered a joint venture with CNGG in respect of the exploration and
development of these fields.
The fields have been mapped with 3D seismic, and a geological subsurface model
has been developed and refined using data derived from high-level reprocessing
of such 3D seismic and new wells drilled on the fields.
The assessment undertaken by D&M as at 31 December 2017 estimated proved
plus probable (2P) reserves attributable to the fields of 50.0 MMboe, with 3C
contingent resources of 25.3 MMboe.
VAS field
The VAS field is a smaller field with interesting potential. The field has
assessed proved plus probable reserves in excess of 3 MMboe and substantial
contingent and prospective resources, as well as potential resources of
unconventional gas.
Production Licence
We hold a 100% working interest in, and are the operator of, the VAS field.
The production licence for the field was granted in August 2012 with a
duration of 20 years. The economic life of the field extends to 2032 pursuant
to the most recent reserves and resources assessment by D&M as at 31
December 2018.
The licence extends over an area of 33.2 km² and is located 17 km south-east
of Kharkiv, in the Kharkiv region of Ukraine. The field was discovered in
1981, and the first well on the licence area was drilled in 2004.
Geology
Geologically, the field is located towards the middle of the Dnieper-Donets
sedimentary basin in north-east Ukraine. The field is trapped in an anticlinal
structure broken into several faulted blocks, which are gently dipping to the
north, stretching from the north-east to south-west along a main bounding
fault. The gas is located in Carboniferous sandstones of Bashkirian,
Serpukhovian and Visean age.
The productive reservoirs are at depths between 3,370 and 3,700 metres.
Reserves
The field has been mapped with 3D seismic, and a geological subsurface model
has been developed and refined using data derived from such 3D seismic and new
wells drilled on the field.
The assessment undertaken by D&M as at 31 December 2018 estimated proved
plus probable (2P) reserves of 3.1 MMboe, with 3C contingent resources of 0.6
MMboe, and prospective resources of 7.7 MMboe in the VED area of the field.
The next well planned on the field is designed to explore the VED area of the
field.
SC Licence
The SC licence area is located near to and has similar characteristics to the
SV field, and is prospective for gas and condensate.
Exploration Licence
We hold a 100% working interest in, and are the operator of, the SC licence.
The licence was granted in May 2017 with a duration of 20 years.
The licence extends over an area of 97 km(2), and is located in the Poltava
region in north-eastern Ukraine, approximately 15 km east of the SV field.
Geology
Geologically, the field is located towards the middle of the Dnieper-Donets
sedimentary basin which extends across the major part of north-eastern
Ukraine. The vast majority of Ukrainian gas and condensate production comes
from this basin. The reservoirs comprise a series of gently dipping
Carboniferous sandstones of Visean age inter-bedded with shales at depth
between 4,600 and 6,000 metres.
Resources
The licence is prospective for gas and condensate, and has been the subject of
exploration since the 1980s, with five wells having been drilled on the
licence since then, although none of these wells are currently on
production.
The assessment undertaken by D&M as at 1 January 2021 estimated proved
plus probable (2P) reserves of 12.1 MMboe, with 3C contingent resources of
15.0 MMboe.
Overview of Reserves
1. MEX-GOL and SV fields
The Group's estimates of the remaining Reserves and Resources at the MEX-GOL
and SV fields are derived from an assessment undertaken by D&M, as at 31
December 2017 (the "MEX-GOL-SV Report"), which was announced on 31 July 2018.
During the period from 1 January 2018 to 31 December 2022, the Group has
produced 6.14 MMboe from these fields.
The MEX-GOL-SV Report estimated the remaining Reserves as at 31 December 2017
in the MEX-GOL and SV fields as follows:
Proved Proved + Probable Proved + Probable + Possible (3P)
(1P) (2P)
121.9 Bscf / 3.5 Bm(3) 218.3 Bscf / 6.2 Bm(3) 256.5 Bscf / 7.3 Bm(3)
Gas
4.3 MMbbl / 514 Mtonne 7.9 MMbbl / 943 Mtonne 9.2 MMbbl / 1,098 Mtonne
Condensate
2.8 MMbbl / 233 Mtonne 5.0 MMbbl / 418 Mtonne 5.8 MMbbl / 491 Mtonne
LPG
27.8 MMboe 50.0 MMboe 58.6 MMboe
Total
The MEX-GOL-SV Report estimated the Contingent Resources as at 31 December
2017 in the MEX-GOL and SV fields as follows:
Contingent Resources (1C) Contingent Resources (2C) Contingent Resources (3C)
14.7 Bscf / 0.42 Bm(3) 38.3 Bscf / 1.08 Bm(3) 105.9 Bscf / 3.00 Bm(3)
Gas
1.17 MMbbl / 144 Mtonne 2.8 MMbbl / 343 Mtonne 6.6 MMbbl / 812 Mtonne
Condensate
3.8 MMboe 9.6 MMboe 25.3 MMboe
Total
2. VAS field
The Group's estimates of the remaining Reserves and Resources at the VAS field
and the Prospective Resources at the VED prospect are derived from an
assessment undertaken by D&M as at 31 December 2018 (the "VAS Report"),
which was announced on 21 August 2019. During the period from 1 January 2019
to 31 December 2022, 0.76 MMboe were produced from the field.
The VAS Report estimated the remaining Reserves as at 31 December 2018 in the
VAS field as follows:
Proved Proved + Probable Proved + Probable + Possible (3P)
(1P) (2P)
9,114 MMscf / 258 MMm(3) 15,098 MMscf / 427 MMm(3) 18,816 MMscf / 533 MMm(3)
Gas
205 Mbbl / 25 Mtonne 346 Mbbl / 42 Mtonne 401 Mbbl / 48 Mtonne
Condensate
1.895 MMboe 3.145 MMboe 3.890 MMboe
Total
The VAS Report estimated the Contingent Resources as at 31 December 2018 in
the VAS field as follows:
Contingent Resources (1C) Contingent Resources (2C) Contingent Resources (3C)
- - 2,912 MMscf / 83 MMm(3)
Gas
- - 74 Mbbl / 9 Mtonne
Condensate
The VAS Report estimated the Prospective Resources as at 31 December 2018 in
the VED prospect as follows:
Low (1U) Best (2U) High (3U) Mean
23,721 MMscf / 672 MMm(3) 38,079 MMscf / 1,078 MMm(3) 62,293 MMscf / 1,764 MMm(3) 41,291 MMscf / 1,169 MMm(3)
Gas
3. SC Licence
The Group's estimates of the remaining Reserves and Contingent Resources at
the SC Licence are derived from an assessment undertaken by D&M as at 1
January 2021 (the "SC Report"), which was announced on 2 June 2021.
The SC Report estimated the remaining Reserves as at 1 January 2021 in the SC
licence area as follows:
Proved Proved + Probable Proved + Probable + Possible (3P)
(1P) (2P)
17.20 Bscf / 0.49 Bm(3) 65.16 Bscf / 1.85 Bm(3) 85.03 Bscf / 2.41 Bm(3)
Gas
145 Mbbl / 16 Mtonne 548 Mbbl / 61 Mtonne 716 Mbbl / 80 Mtonne
Condensate
3.2 MMboe 12.1 MMboe 15.7 MMboe
Total
The SC Report estimated the Contingent Resources as at 1 January 2021 in the
SC licence area as follows:
Contingent Resources (1C) Contingent Resources (2C) Contingent Resources (3C)
8.56 Bscf / 0.24 Bm(3) 14.18 Bscf / 0.40 Bm(3) 81.16 Bscf / 2.30 Bm(3)
Gas
72 Mbbl / 8 Mtonne 119 Mbbl / 13 Mtonne 682 Mbbl / 75 Mtonne
Condensate
1.6 MMboe 2.6 MMboe 15.0 MMboe
Total
Finance Review
Despite the significant disruption caused by the Russian invasion of Ukraine
early in the year, and almost entirely as a result of the significant increase
in global gas prices, the Group's financial performance in the 2022 year
showed an improvement on 2021, with a net profit for the period of $60.2
million being an approximate 18% increase on the 2021 year (2021: $51.1
million).
Revenue for the year, derived from the sale of the Group's Ukrainian gas,
condensate and LPG production, was up at $133.4 million (2021: $121.4
million). Most notably, within this total, the revenue from gas sales alone
was up approximately 14% at $109.5 million (2021: $95.8 million).
Aggregate production for the year (calculated on the days when the Group's
fields were actually in production) was down approximately 37.5% at 2,956
boepd (2021: 4,730 boepd) due to the disruption to operations as a result of
the Russian invasion of Ukraine.
During 2022, global, and particularly European, commodity prices increased,
and these increases also occurred in Ukraine, and underpinned the 122% rise in
average gas price realisations in the period at $960/Mm(3) (UAH30,341/Mm(3)),
with condensate and LPG average sales prices also up by 6% and 79% at $73/bbl
and $143/bbl respectively (2021: $432/Mm(3) (UAH11,677/Mm(3)), $69/bbl and
$80/bbl respectively).
During the period from 1 January 2023 to 14 December 2023, the average
realised gas, condensate and LPG prices were $395/Mm(3) (UAH14,426/Mm(3)),
$71/bbl and $100/bbl respectively.
Gross profit for the year was higher at $85.9 million (2021: $73.9 million).
Cost of sales for the year was unchanged at $47.5 million (2021: $47.4
million). The decline in production drove a decline in depreciation, but such
decline was offset by increased commodity prices which drove up the
revenue-related costs of taxes and well rental.
Cash generated from operations fell 39% to $47.5 million (2021: $77.7
million), most significantly as a consequence of the increase in trade and
other receivables to $65.8 million (2021: $13.1 million).
The subsoil tax rates applicable to gas production were stable during the
first two months of 2022 at 29% for gas produced from deposits at depths
shallower than 5,000 metres and 14% for gas produced from deposits deeper than
5,000 metres, except in respect of gas produced from new wells drilled after 1
January 2018, where the subsoil tax rates were reduced from 29% to 12% for gas
produced from deposits at depths shallower than 5,000 metres and from 14% to
6% for gas produced from deposits deeper than 5,000 metres for the period
between 2018 and 2022. The subsoil tax rates for condensate were 31% for
condensate produced from deposits shallower than 5,000 metres and 16% for
condensate produced from deposits deeper than 5,000 metres.
However, with effect from 1 March 2022, changes to the subsoil production tax
rates applicable to gas production were introduced. These changes modified the
applicable tax rates based on gas prices, extended the incentive rates for new
wells for a further 10 years and made improvements to the regulatory
environment. The legislation which introduced these changes also included
provisions that these rates will not be increased for 10 years.
The new subsoil production tax rates applicable to gas production are as
follows:
(i) when gas prices are up to $150/Mm3, the rate for wells drilled prior to 1
January 2018 ("old wells") is 14.5% for gas produced from deposits at depths
shallower than 5,000 metres and 7% for gas produced from deposits deeper than
5,000 metres, and for wells drilled after 1 January 2018 ("new wells") is 6%
for gas produced from deposits at depths shallower than 5,000 metres and 3%
for gas produced from deposits deeper than 5,000 metres;
(ii) when gas prices are between $150/Mm(3) and $400/Mm(3), the rate for old wells
is 29% for gas produced from deposits at depths shallower than 5,000 metres
and 14% for gas produced from deposits deeper than 5,000 metres, and for new
wells is 12% for gas produced from deposits at depths shallower than 5,000
metres and 6% for gas produced from deposits deeper than 5,000 metres;
(iii) when gas prices are more than $400/Mm(3), for the first $400/Mm(3), the rate
for old wells is 29% for gas produced from deposits at depths shallower than
5,000 metres and 14% for gas produced from deposits deeper than 5,000 metres,
and for new wells is 12% for gas produced from deposits at depths shallower
than 5,000 metres and 6% for gas produced from deposits deeper than 5,000
metres, and for the difference between $400/Mm(3) and the actual price, the
rate for old wells is 65% for gas produced from deposits at depths shallower
than 5,000 metres and 31% for gas produced from deposits deeper than 5,000
metres, and for new wells is 36% for gas produced from deposits at depths
shallower than 5,000 metres and 18% for gas produced from deposits deeper than
5,000 metres.
The tax rates applicable to condensate production were unchanged and so remain
at 31% for condensate produced from deposits shallower than 5,000 metres and
16% for condensate produced from deposits deeper than 5,000 metres, for both
old and new wells.
As a direct result of the war in Ukraine, including the significant decline in
domestic consumption disrupting the previous supply, demand and pricing
dynamics, there has been a divergence between domestic and European gas
pricing, and accordingly, the methodology (linked to European prices) used to
determine the reference gas price for the subsoil tax rates has had a
significantly detrimental effect for domestic gas producers. In order to
address this issue, the Ukrainian Parliament, in September 2022, passed
legislation which modified such methodology to ensure that it operates as
originally intended (with such reference price being aligned with domestic
prices). This methodology had an implementation date of 1 August 2022.
In addition, the excise tax on LPG sales was suspended between 24 February
2022 and 30 September 2022, but was then reinstated, and the VAT rate
applicable to condensate and LPG sales was reduced to 7% (from 20%) with
effect from 18 March 2022.
Finally, in early 2022, the Ukrainian Government imposed temporary and partial
gas price regulation to support the production of certain food products
through the supply of gas at regulated prices to the producers of such
products. Under this scheme, all independent gas producers in Ukraine were
required to sell up to 20% of their natural gas production for the period
until 30 April 2022 at a price set as the cost of sales of the relevant gas
producer (based on established accounting rules) for such gas, plus a margin
of 24%, plus existing subsoil production taxes (the "Regulated Price"). This
gas was then sold to specified producers of designated socially important food
products at the Regulated Price, so as to reduce the energy costs of such
producers during the period through to 30 April 2022. The designated products
were certain types of flour, milk (with up to 2.5% fat), bread, eggs, chicken
and sunflower oil, for sale in the Ukrainian domestic market. This temporary
scheme has now concluded. Further details are set out in the Company's
announcement dated 17 January 2022.
Administrative expenses for the year were 19% lower at $6.8 million (2021:
$8.4 million), primarily as a result of: a 18% decrease in payroll and related
taxes, and no performance related payments being made in 2022.
Other expenses in the year increased as a result of the charitable donation of
$6.5 million (2021: $0.1 million) for financial support to the Ukrainian
humanitarian relief effort.
The tax charge for the year was steady at $13.1 million (2021: $15.5 million
charge), and comprised a current tax charge of $14.3 million (2021: $13.3
million charge) and a deferred tax credit of $1.2 million (2021: charge $2.2
million charge).
A deferred tax asset relating to the Group's provision for decommissioning as
at 31 December 2022 of $0.5 million (2021: $0.5 million) was recognised on the
tax effect of the temporary differences of the Group's provision for
decommissioning at the MEX-GOL and SV fields, and its tax base. A deferred tax
liability relating to the Group's development and production assets at the
MEX-GOL and SV fields as at 31 December 2022 of $3.7 million (2021: $5.7
million) was recognised on the tax effect of the temporary differences between
the carrying value of the Group's development and production asset at the
MEX-GOL and SV fields, and its tax base.
A deferred tax asset relating to the Group's provision for decommissioning as
at 31 December 2022 of $0.3 million (2021: $0.3 million) was recognised on the
tax effect of the temporary differences on the Group's provision on
decommissioning at the VAS field, and its tax base. A deferred tax liability
relating to the Group's development and production assets at the VAS field as
at 31 December 2022 of $0.02 million (2021: deferred tax asset of $0.5
million) was recognised on the tax effect of the temporary differences between
the carrying value of the Group's development and production asset at the VAS
field, and its tax base.
Capital investment of $12.9 million reflects the investment in the Group's oil
and gas development and production assets during the year (2021: $24.3
million), primarily relating to the drilling of the SV-31 and GOL-107 wells.
This significant $11.4 million reduction in capital investment is a function
of the deferral of certain aspect of the Group's development plans
necessitated by the ongoing war in Ukraine.
A review of any indicators of impairment of the carrying value of the Group's
assets was undertaken at the year end and this review did conclude that the
Russian invasion of Ukraine and the suspension of the VAS production licence
had resulted in such an indicator. Impairment reviews were therefore conducted
on the carrying value of the Group's assets and resulted in a recognition of
an impairment loss of $4.3 million (2021: nil).
With the material increase in commodity prices during the year, and necessary
payment term accommodations that needed to be agreed with the Group's largest
indirect off-taker pursuant to a contract facilitated by the Group's related
party, LLC Smart Energy, trade receivables were up materially at $44.0 million
(2021: $5.0 million). The year-end trade receivables were all paid post period
end.
Cash, cash equivalents and short-term investments held as at 31 December 2022
were slightly lower at $88.7 million (2021: $92.5 million), the decrease being
predominantly a result of the $52.8 million increase in trade and other
receivables. Cash, cash equivalents, short-term investments and trade and
other receivables combined totalled $154.5 million (2021: $105.6 million), a
46% increase. The Group's cash and cash equivalents balance as at 14 December
2023 was $79.1 million, held as to $58.5 million equivalent in Ukrainian
Hryvnia and the balance of $20.6 million equivalent predominantly in US
Dollars, Euros and Pounds Sterling.
During 2022, the Ukrainian Hryvnia was relatively stable against the US
Dollar, weakening from UAH27.3/$1.00 on 31 December 2021 to UAH36.6/$1.00 on
31 December 2022. The impact of this was $38.1 million of foreign exchange
loss (2021: $1.6 million of foreign exchange gain). Increases and decreases in
the value of the Ukrainian Hryvnia against the US Dollar affect the carrying
value of the Group's assets. However, in July 2022, the National Bank of
Ukraine devalued the Ukrainian Hryvnia by 25% against the US Dollar in order
to protect its foreign exchange reserves as the ongoing war continues to
materially affect the Ukrainian economy. The official exchange rate of the
Ukrainian Hryvnia to the US Dollar on 14 December 2023 is UAH37.0/$1.00. This
devaluation is not expected to have a material net impact on the Group, as its
production and sales are dictated by (but not directly linked to)
international commodity prices, which are expected to materially offset
general cost increases that will result from such devaluation.
Cash from operations has funded the capital investment during the year, and
the Group's current cash position and positive operating cash flow are the
sources from which the Group plans to fund the development programmes for its
assets over the remainder of 2022 and beyond. This is coupled with the fact
that the Group is currently debt-free, and therefore has no debt covenants
that may otherwise impede its ability to implement contingency plans if
domestic and/or global circumstances dictate. This flexibility and ability to
monitor and manage development plans and liquidity is a cornerstone of our
planning, and underpins our assessments of the future. With monetary resources
at the end of the year of $88.7 million ($81.5 million of which was held
outside Ukraine), and annual running costs of less than $8 million, the Group
remains in a very strong position, notwithstanding the impact of the current
conflict in Ukraine, as well as any local or global shocks that may occur to
the industry and/or the Group.
On 15 June 2023, the Company paid an interim dividend of 15 pence per ordinary
share, approximately £48.1 million in aggregate, which was the Company's
maiden dividend payment to its shareholders.
Bruce Burrows
Finance Director
Principal Risks and How We Manage Them
The Group has a risk evaluation methodology in place to assist in the review
of the risks across all material aspects of its business. This methodology
highlights external, operational and technical, financial and corporate risks
and assesses the level of risk and potential consequences. It is periodically
presented to the Audit Committee and the Board for review, to bring to their
attention potential risks and, where possible, propose mitigating actions. Key
risks recognised and mitigation factors are detailed below:-
Risk Mitigation
External risks
War in Ukraine
On 24 February 2022, Russia invaded Ukraine and there is currently a serious The Group has assets in the areas of conflict in the east of Ukraine, and the
and ongoing war within Ukraine. This war is having a huge impact on Ukraine war has disrupted its operations in those areas. The Group has been only
and its population, with significant destruction of infrastructure and undertaking limited field and production operations at the MEX-GOL, SV and VAS
buildings in the areas of conflict, as well as damage in other areas of fields and SC licence area. At the fields, inventories of hydrocarbons are
Ukraine. The war is resulting in significant casualties and has caused a huge being maintained at minimum levels. At the sites where operations are
humanitarian catastrophe and refugee influx into neighbouring countries. The suspended, there are no staff permanently on site, except for necessary
war is also impacting the fiscal and economic environment in Ukraine, as well security staff. Where possible, all other staff work remotely and have been
as the financial stability and banking system in Ukraine, including supplied with all necessary devices and software to facilitate remote working.
restrictions on the transfer of funds outside Ukraine. The war is an Additionally, the Group aims to maintain a significant proportion of its cash
escalation of the previous regional conflict risk faced by the business, a resources outside Ukraine. The Group continues to monitor the situation and
dispute that has been going on since 2014 in parts of eastern Ukraine, and endeavours to protect its assets and safeguard its staff and contractors.
since that time Russia has continued to occupy Crimea. The current war is also
having a significant adverse effect on the Ukrainian financial markets,
hampering the ability of Ukrainian companies and banks to obtain funding from
the international capital and debt markets. The war has disrupted the Group's
business and operations, causing the suspension of field operations, albeit
recommenced in March 2022 at the MEX-GOL and SV fields, in July 2022 at the SC
licence area and in October 2022 at the VAS field, and has also impacted the
supply of materials and equipment and the availability of contractors to
undertake field operations. At present, the war is ongoing and the scope and
duration of the war is uncertain.
Risk relating to Ukraine
Ukraine is an emerging market and as such the Group is exposed to greater The Group minimises this risk by continuously monitoring the market in Ukraine
regulatory, economic and political risks than it would be in other and by maintaining as strong a working relationship as possible with the
jurisdictions. Emerging economies are generally subject to a volatile Ukrainian regulatory authorities. The Group also maintains a significant
political and economic environment, which makes them vulnerable to market proportion of its cash holdings in international banks outside Ukraine.
downturns elsewhere in the world and could adversely impact the Group's
ability to operate in the market. Furthermore, the war in Ukraine is impacting
the fiscal and economic environment, the financial and banking system, and the
economic stability of Ukraine. As a result, Ukraine will require financial
assistance and/or aid from international financial agencies to provide
economic support and assist with the reconstruction of infrastructure and
buildings damaged in the war.
Banking system in Ukraine
The banking system in Ukraine has been under great strain in recent years due The creditworthiness and potential risks relating to the banks in Ukraine are
to the weak level of capital, low asset quality caused by the economic regularly reviewed by the Group, but the geopolitical and economic events in
situation, currency depreciation, changing regulations and other economic Ukraine over recent years have significantly weakened the Ukrainian banking
pressures generally, and so the risks associated with the banks in Ukraine sector. This has been exacerbated by the current war in Ukraine. In light of
have been significant, including in relation to the banks with which the Group this, the Group has taken and continues to take steps to diversify its banking
has operated bank accounts. This situation was improving moderately following arrangements between a number of banks in Ukraine. These measures are designed
remedial action by the National Bank of Ukraine, but the current war has to spread the risks associated with each bank's creditworthiness, and the
significantly affected such improvements, and the National Bank of Ukraine has Group endeavours to use banks that have the best available creditworthiness.
imposed a number of restrictive measures designed to protect the banking Nevertheless, and despite the recent improvements, the Ukrainian banking
system, including restrictions on the transfer of funds outside Ukraine sector remains weakly capitalised and so the risks associated with the banks
(albeit that the Group aims to maintain a significant proportion of its cash in Ukraine remain significant, including in relation to the banks with which
resources outside Ukraine. In addition, Ukraine continues to be supported by the Group operates bank accounts. As a consequence, the Group also maintains a
funding from the International Monetary Fund, and has requested further significant proportion of its cash holdings in international banks outside
funding support from the International Monetary Fund. Ukraine.
Geopolitical environment in Ukraine
Although there were some improvements in recent years, there has not been a The Group continually monitors the market and business environment in Ukraine
final resolution of the political, fiscal and economic situation in Ukraine, and endeavours to recognise approaching risks and factors that may affect its
and the current war has had a severe detrimental effect on the economic business. However, the war in Ukraine creates material challenges in planning
situation in Ukraine. The ongoing effects of this are difficult to predict and future investment and operations. The Group is limiting its operational
likely to continue to affect the Ukrainian economy and potentially the Group's activities to minimise risk to its staff and contractors, and to limit its
business. This situation is currently affecting the Group's production and financial exposure.
field operations, and the ongoing instability is disrupting the Group's
development and operational planning for its assets.
Climate change
Any near and medium-term continued warming of the planet can have potentially The Group's plans include: assessing, reducing and/or mitigating its emissions
increasing negative social, economic and environmental consequences, in its operations; and identifying climate change-related risks and assessing
generally, globally and regionally, and specifically in relation to the Group. the degree to which they can affect its business, including financial
The potential impacts include: loss of market; and increased costs of implications. The HSE Committee is specifically tasked with overseeing,
operations through increasing regulatory oversight and controls, including measuring, benchmarking and mitigating the Group's environmental and climate
potential effective or actual loss of licences to operate. As a diligent impact, which will be reported on in future periods. At this stage, the Group
operator aware of and responsive to its good stewardship responsibilities, the does not consider climate change to have any material implications on the
Group not only needs to monitor and modify its business plans and operations Group's financial statements, including accounting estimates.
to react to changes, but also to ensure its environmental footprint is as
minimal as it can practicably be in managing the hydrocarbon resources the
Group produces.
Operational and technical risks
Quality, Health, Safety and Environment ("QHSE")
The oil and gas industry, by its nature, conducts activities which can cause The Group maintains QHSE policies and requires that management, staff and
health, safety, environmental and security incidents. Serious incidents can contractors adhere to these policies. The policies ensure that the Group meets
not only have a financial impact but can also damage the Group's reputation Ukrainian legislative standards in full and achieves international standards
and the opportunity to undertake further projects. The war in Ukraine poses to the maximum extent possible. As a result of the COVID-19 pandemic the Group
significant risks to field operations, by way of potential threat to the lives has implemented processes and controls intended to ensure protection of all
of employees and contractors, and damage to equipment and infrastructure. our stakeholders and minimise any disruption to our business. As a consequence
of the current war in Ukraine, operations at the MEX-GOL, SV and VAS fields
and SC licence area have been suspended for periods, and currently only
limited field and production operations are continuing at the MEX-GOL and SV
fields. Only essential staff are located at site, and all other staff are
working remotely, either from areas away from the conflict areas or outside
Ukraine. The Group has invested in technology that allows many staff to work
just as effectively from remote locations.
Industry risks
The Group is exposed to risks which are generally associated with the oil and The Group has well qualified and experienced technical management staff to
gas industry. For example, the Group's ability to pursue and develop its plan and supervise operational activities. In addition, the Group engages with
projects and undertake development programmes depends on a number of suitably qualified local and international geological, geophysical and
uncertainties, including the availability of capital, seasonal conditions, engineering experts and contractors to supplement and broaden the pool of
regulatory approvals, gas, oil, condensate and LPG prices, development costs expertise available to the Group. Detailed planning of development activities
and drilling success. As a result of these uncertainties, it is unknown is undertaken with the aim of managing the inherent risks associated with oil
whether potential drilling locations identified on proposed projects will ever and gas exploration and production, as well as ensuring that appropriate
be drilled or whether these or any other potential drilling locations will be equipment and personnel are available for the operations, and that local
able to produce gas, oil or condensate. In addition, drilling activities are contractors are appropriately supervised.
subject to many risks, including the risk that commercially productive
reservoirs will not be discovered. Drilling for hydrocarbons can be
unprofitable, not only due to dry holes, but also as a result of productive
wells that do not produce sufficiently to be economic. In addition, drilling
and production operations are highly technical and complex activities and may
be curtailed, delayed or cancelled as a result of a variety of factors.
Production of hydrocarbons
Producing gas and condensate reservoirs are generally characterised by In recent years, the Group has engaged external technical consultants to
declining production rates which vary depending upon reservoir characteristics undertake a comprehensive review and re-evaluation study of the MEX-GOL and SV
and other factors. Future production of the Group's gas and condensate fields in order to gain an improved understanding of the geological aspects of
reserves, and therefore the Group's cash flow and income, are highly dependent the fields and reservoir engineering, drilling and completion techniques, and
on the Group's success in operating existing producing wells, drilling new the results of this study and further planned technical work are being used by
production wells and efficiently developing and exploiting any reserves, and the Group in the future development of these fields. The Group has established
finding or acquiring additional reserves. The Group may not be able to an ongoing relationship with such external technical consultants to ensure
develop, find or acquire reserves at acceptable costs. The experience gained that technical management and planning is of a high quality in respect of all
from drilling undertaken to date highlights such risks as the Group targets development activities on the Group's fields.
the appraisal and production of these hydrocarbons.
Risks relating to the further development and operation of the Group's gas and
condensate fields in Ukraine
The planned development and operation of the Group's gas and condensate fields The Group's technical management staff, in consultation with its external
in Ukraine is susceptible to appraisal, development and operational risk. This technical consultants, carefully plan and supervise development and
could include, but is not restricted to, delays in the delivery of equipment operational activities with the aim of managing the risks associated with the
in Ukraine, failure of key equipment, lower than expected production from further development of the Group's fields in Ukraine. This includes detailed
wells that are currently producing, or new wells that are brought on-stream, review and consideration of available subsurface data, utilisation of modern
problematic wells and complex geology which is difficult to drill or geological software, and utilisation of engineering and completion techniques
interpret. The generation of significant operational cash is dependent on the developed for the fields. With regards to operational activities, the Group
successful delivery and completion of the development and operation of the ensures that appropriate equipment and personnel are available for the
fields. The war in Ukraine is impacting planning and implementation of operations, and that operational contractors are appropriately supervised. In
development and operations at the Group's fields. addition, the Group performs a review of indicators of impairment of its oil
and gas assets on an annual basis, and considers whether an assessment of its
oil and gas assets by a suitably qualified independent assessor is appropriate
or required.
Drilling and workover operations
Due to the depth and nature of the reservoirs in the Group's fields, the The utilisation of detailed sub-surface analysis, careful well planning and
technical difficulty of drilling or re-entering wells in the Group's fields is engineering design in designing work programmes, along with appropriate
high, and this and the equipment limitations within Ukraine, can result in procurement procedures and competent on-site management, aims to minimise
unsuccessful or lower than expected outcomes for wells. these risks.
Maintenance of facilities
There is a risk that production or transportation facilities can fail due to The Group's facilities are operated and maintained at standards above the
non-adequate maintenance, control or poor performance of the Group's Ukrainian minimum legal requirements. Operations staff are experienced and
suppliers. receive supplemental training to ensure that facilities are properly operated
and maintained. Service providers are rigorously reviewed at the tender stage
and are monitored during the contract period.
Financial risks
Exposure to cash flow and liquidity risk
There is a risk that insufficient funds are available to meet the Group's The Group maintains adequate cash reserves and closely monitors forecasted and
development obligations to commercialise the Group's oil and gas assets. Since actual cash flow, as well as short and longer-term funding requirements. The
a significant proportion of the future capital requirements of the Group is Group aims to maintain a significant proportion of its cash resources outside
expected to be derived from operational cash generated from production, Ukraine. The Group does not currently have any loans outstanding, internal
including from wells yet to be drilled, there is a risk that in the longer financial projections are regularly made based on the latest estimates
term insufficient operational cash is generated, or that additional funding, available, and various scenarios are run to assess the robustness of the
should the need arise, cannot be secured. The war in Ukraine has disrupted Group's liquidity. However, as the risk to future capital funding is inherent
production operations at the Group's fields, and consequently reduced in the oil and gas exploration and development industry and reliant in part on
anticipated cash flows from those fields, and this has increased the risk future development success, it is difficult for the Group to take any other
regarding sufficiency of capital for development. In addition, the conflict measures to further mitigate this risk, other than tailoring its development
may disrupt the sales market for hydrocarbons that are produced. Currently, activities to its available capital funding from time to time. The Group aims
however, hydrocarbon prices are very high, which is ameliorating the potential to maintain as diverse a range of banking relationships as possible to reduce
reduction in cash flows, and the Group's sales counterparties are meeting the risks associated with limited accessibility to banking services which may
their financial obligations. In addition to the risk of operational cash exist from time to time.
shortfalls, there is a risk that even with robust cash flows and cash
balances, the Group, from time to time, can suffer from non-Ukrainian
operational banking appetite for businesses such as the Group's business,
which can ultimately manifest itself in having a restricted access to banking
services.
Ensuring appropriate business practices
The Group operates in Ukraine, an emerging market, where certain inappropriate The Group maintains anti-bribery and anti-corruption policies in relation to
business practices may, from time to time occur, such as corrupt business all aspects of its business, and ensures that clear authority levels and
practices, bribery, appropriation of property and fraud, all of which can lead robust approval processes are in place, with stringent controls over cash
to financial loss. management and the tendering and procurement processes. In addition, office
and site protection is maintained to protect the Group's assets.
Hydrocarbon price risk
The Group derives its revenue principally from the sale of its Ukrainian gas, The Group sells a proportion of Its hydrocarbon production through offtake
condensate and LPG production. These revenues are subject to commodity price arrangements, which include pricing formulae so as to ensure that it achieves
volatility and political influence. A prolonged period of low gas, condensate market prices for its products, as well utilising the electronic market
and LPG prices may impact the Group's ability to maintain its long-term platforms in Ukraine to achieve market prices for its remaining products.
investment programme with a consequent effect on its growth rate, which in However, hydrocarbon prices in Ukraine are implicitly linked to world
turn may impact the Company's share price or any shareholder returns. Lower hydrocarbon prices and so the Group is subject to external price trends. In
gas, condensate and LPG prices may not only decrease the Group's revenues per January 2022, the Ukrainian Government imposed temporary partial gas price
unit, but may also reduce the amount of gas, condensate and LPG which the regulations until 30 April 2022, designed to support the production of certain
Group can produce economically, as would increases in costs associated with designated food products. Whilst an unhelpful interference in the functioning
hydrocarbon production, such as subsoil taxes and royalties. The overall of the deregulated gas supply market in Ukraine, in its stated form and
economics of the Group's key assets (being the net present value of the future duration, this temporary scheme is not a material risk to the Company and its
cash flows from its Ukrainian projects) are far more sensitive to long term cash generation, and has now expired.
gas, condensate and LPG prices than short-term price volatility. However,
short-term volatility does affect liquidity risk, as, in the early stage of
the projects, income from production revenues is offset by capital investment.
In addition, the war in Ukraine may disrupt the sales market for hydrocarbons,
although, currently, hydrocarbon prices are very high, and the Group's sales
counterparties are meeting their financial obligations.
Currency risk
Since the beginning of 2014, the Ukrainian Hryvnia significantly devalued The Group's sales proceeds are received in Ukrainian Hryvnia, and the majority
against major world currencies, including the US Dollar, where it has fallen of the capital expenditure costs for the current investment programme will be
from UAH8.3/$1.00 on 1 January 2014 to UAH36.6/$1.00 on 31 December 2022, and incurred in Ukrainian Hryvnia, thus the currency of revenue and costs are
UAH37.0/$1.00 on 14 December 2023. This devaluation has been a significant largely matched. In light of the previous devaluation and volatility of the
contributor to the imposition of banking restrictions by the National Bank of Ukrainian Hryvnia against major world currencies, and since the Ukrainian
Ukraine over recent years. In addition, the geopolitical events in Ukraine Hryvnia does not benefit from the range of currency hedging instruments which
over recent years and the current war in Ukraine are likely to continue to are available in more developed economies, the Group has adopted a policy
impact the valuation of the Ukrainian Hryvnia against major world currencies. that, where possible, funds not required for use in Ukraine be retained on
Further devaluation of the Ukrainian Hryvnia against the US Dollar will affect deposit in the United Kingdom and Europe, principally in US Dollars.
the carrying value of the Group's assets.
Counterparty and credit risk
The challenging political and economic environment in Ukraine and current war The Group monitors the financial position and credit quality of its
means that businesses can be subject to significant financial strain, which contractual counterparties and seeks to manage the risk associated with
can mean that the Group is exposed to increased counterparty risk if counterparties by contracting with creditworthy contractors and customers.
counterparties fail or default in their contractual obligations to the Group, Hydrocarbon production is sold on terms that limit supply credit and/or title
including in relation to the sale of its hydrocarbon production, resulting in transfer until payment is received.
financial loss to the Group.
Financial markets and economic outlook
The performance of the Group is influenced by global economic conditions and, The Group's sales proceeds are received in Ukrainian Hryvnia and a significant
in particular, the conditions prevailing in the United Kingdom and Ukraine. proportion of investment expenditure is made in Ukrainian Hryvnia, which
The economies in these regions have been subject to volatile pressures in minimises risks related to foreign exchange volatility. However, hydrocarbon
recent periods, with the global economy having experienced a long period of prices in Ukraine are implicitly linked to world hydrocarbon prices and so the
difficulty, the COVID pandemic, and more particularly the current war in Group is subject to external price movements. The Group holds a significant
Ukraine. This has led to extreme foreign exchange movements in the Ukrainian proportion of its cash reserves in the United Kingdom and Europe, mostly in US
Hryvnia, high inflation and interest rates, and increased credit risk relating Dollars, with reputable financial institutions. The financial status of
to the Group's key counterparties. counterparties is carefully monitored to manage counterparty risks.
Nevertheless, the overall exposure that the Group faces as a result of these
risks cannot be predicted and many of these are outside of the Group's
control.
Corporate risks
Ukrainian production licences
The Group operates in a region where the right to production can be challenged The Group ensures compliance with commitments and regulations relating to its
by State and non-State parties. During 2010, this manifested itself in the production licences through Group procedures and controls or, where this is
form of a Ministry Order instructing the Group to suspend all operations and not immediately feasible for practical or logistical considerations, seeks to
production from its MEX-GOL and SV production licences, which was not resolved enter into dialogue with the relevant Government bodies with a view to
until mid-2011. In 2013, new rules relating to the updating of production agreeing a reasonable time frame for achieving compliance or an alternative,
licences led to further challenges being raised by the Ukrainian authorities mutually agreeable course of action. Work programmes are designed to ensure
to the production licences held by independent oil and gas producers in that all licence obligations are met and continual interaction with Government
Ukraine, including the Group. In March 2019, a Ministry Order was issued bodies is maintained in relation to licence obligations and commitments.
instructing the Group to suspend all operations and production from its VAS
production licence, which was not resolved until March 2023. In 2020, LLC
Arkona Gas-Energy ("Arkona") faced a challenge from PJSC Ukrnafta concerning
the validity of its SC production licence, which was ultimately resolved in
Arkona's favour by a decision of the Supreme Court of Ukraine in February
2021. During 2023, the Ukrainian authorities have taken a number of regulatory
actions against the Group, which have culminated in Ministry Orders being made
in May 2023 to suspend all operations and production at the VAS production
licence and SC exploration licence. Excepting the current suspension Orders
made in respect of the VAS production licence and SC exploration licence, all
such challenges affecting the Group have been successfully defended through
the Ukrainian legal system. In July 2023, new legislation was introduced in
Ukraine, which will come into force in September 2024, and which requires that
branches (or representative offices) of foreign companies operating in Ukraine
register their ultimate beneficial owners in Ukrainian Registries. Regal
Petroleum Corporation Ltd ("RPC"), which holds the MEX-GOL and SV licences,
operates such a branch and will therefore be required to register its ultimate
beneficial owners from the implementation of this law, which raises a
potential risk that such registration will not be accepted by the Ukrainian
authorities, and possibly result in regulatory action against RPC and/or its
licences and assets, including suspension of the MEX-GOL and SV licences. The
business environment is such that these types of challenges may arise at any
time in relation to the Group's operations, licence history, compliance with
licence commitments and/or local regulations. In addition, production licences
in Ukraine are issued with and/or carry ongoing compliance obligations, which
if not met, may lead to the loss of a licence.
Risks relating to key personnel
The Group's success depends upon skilled management as well as technical The Group periodically reviews the compensation and contractual terms of its
expertise and administrative staff. The loss of service of critical members staff. In addition, the Group has developed relationships with a number of
from the Group's team could have an adverse effect on the business. The technical and other professional experts and advisers, who are used to provide
current war in Ukraine has meant that, as far as possible, the Group's staff specialist services as required. As a result of the war, only essential staff
have needed to move away from areas of conflict and work remotely. are located at site, and all other staff are working remotely, either from
areas away from the conflict areas or outside Ukraine. The Group has invested
in technology that allows many staff to work just as effectively from remote
locations.
Consolidated Income Statement
for the year ended 31 December 2022
2022 2021
Note $000 $000
Revenue 5 133,380 121,353
Cost of sales 6 (47,457) (47,422)
Gross profit 85,923 73,931
Administrative expenses 7 (6,830) (8,350)
Other operating (losses)/gains, (net) 10 (3,320) 654
Operating profit 75,773 66,235
Finance income 11 1,126 1,394
Finance costs 12 (1,410) (752)
Net impairment (losses)/gains on financial assets (444) (177)
Other losses, (net) 13 (1,738) (108)
Profit before taxation 73,307 66,592
Income tax expense 14 (13,124) (15,473)
Profit for the year 60,183 51,119
Earnings per share (cents)
Basic and diluted 16 18,8c 15.9c
The Notes set out below are an integral part of these consolidated financial
statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2022
2022 2021
$000 $000
Profit for the year 60,183 51,119
Other comprehensive income/(expense):
Items that may be subsequently reclassified to profit or loss:
(38,094) 1,611
Equity - foreign currency translation
Items that will not be subsequently reclassified to profit or loss:
Re-measurements of post-employment benefit obligations 53 172
Total other comprehensive (expense)/income (38,041) 1,783
Total comprehensive income for the year 22,142 52,902
Company Statement of Comprehensive Income
for the year ended 31 December 2022
Note 2022 2021
$000 $000
(Loss)/profit for the year 15 (6,358) 16,330
Total comprehensive (loss)/income for the year (6,358) 16,330
The Notes set out below are an integral part of these consolidated financial
statements.
Consolidated Balance Sheet
as at 31 December 2022
2022 2021
Note $000 $000
Assets
Non-current assets
Property, plant and equipment 17 74,256 87,418
Intangible assets 18 8,994 12,340
Right-of-use assets 19 364 1,008
Deferred tax asset 26 287 361
Prepayments for fixed assets 5,385 4,933
89,286 106,060
Current assets
Inventories 21 3,358 1,862
Trade and other receivables 22 60,438 8,126
Cash and cash equivalents 23 88,652 87,780
Other short-term investments 23 - 4,762
152,448 102,530
Total assets 241,734 208,590
Liabilities
Current liabilities
Trade and other payables 24 (27,529) (12,306)
Lease liabilities 19 (229) (455)
Corporation tax payable (2,447) (5,445)
(30,205) (18,206)
Net current assets 127,628 89,257
Non-current liabilities
Provision for decommissioning 25 (6,964) (5,467)
Lease liabilities 19 (258) (648)
Defined benefit liability (323) (427)
Deferred tax liability 26 (3,232) (5,197)
Other non-current liabilities (93) (128)
(10,870) (11,867)
Total liabilities (41,075) (30,073)
Net assets 200,659 178,517
Equity
Called up share capital 27 28,115 28,115
Foreign exchange reserve 28 (141,705) (103,611)
Merger reserve 28 (3,204) (3,204)
Capital contributions reserve 28 7,477 7,477
Retained earnings 309,976 249,740
Total equity 200,659 178,517
The Notes set out below are an integral part of these consolidated financial
statements.
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
Called Share Merger Capital contributions reserve Foreign exchange reserve* Retained earnings/(Accumulated losses) Total equity
up share capital premium reserve
account
$000 $000 $000 $000 $000 $000 $000
As at 1 January 2021 28,115 555,090 (3,204) 7,477 (105,222) (356,641) 125,615
Profit for the year - - - - - 51,119 51,119
Other comprehensive expense - exchange differences - - - - 1,611 - 1,611
- re-measurements of post-employment benefit obligations - - - - - 172 172
Total comprehensive income/(expense) - - - - 1,611 51,291 52,902
Cancellation of share premium account - (555,090) - - - 555,090 -
As at 31 December 2021 28,115 - (3,204) 7,477 (103,611) 249,740 178,517
Called Share Merger Capital contributions reserve Foreign exchange reserve* Retained earnings/(Accumulated losses) Total equity
up share capital premium reserve
account
$000 $000 $000 $000 $000 $000 $000
As at 1 January 2022 28,115 - (3,204) 7,477 (103,611) 249,740 178,517
Profit for the year - - - - - 60,183 60,183
Other comprehensive income - exchange differences - - - - (38,094) - (38,094)
- re-measurements of post-employment benefit obligations - - - - - 53 53
Total comprehensive income/(expense) - - - - (38,094) 60,236 22,142
As at 31 December 2022 28,115 - (3,204) 7,477 (141,705) 309,976 200,659
* Predominantly as a result of exchange differences on non-monetary assets and
liabilities where the subsidiaries' functional currency is not the US Dollar.
The Notes set out below are an integral part of these consolidated financial
statements.
Consolidated Cash Flow Statement
for the year ended 31 December 2022
2022 2021
Note $000 $000
Operating activities
Cash generated from operations 29 47,541 77,646
Charitable donations 13 (6,534) (76)
Income tax paid (15,863) (8,959)
Interest received 1,888 763
Net cash inflow from operating activities 27,032 69,374
Investing activities
Purchase of oil and gas development, production and other property, plant and (19,829) (26,292)
equipment
Purchase of oil and gas exploration and evaluation assets (4,092) (11,387)
Sale/(Purchase) of financial instruments 23 4,762 (4,762)
Purchase of oil and gas development, production and other intangible assets (1,482) (539)
Proceeds from return of prepayments for shares - 250
Proceeds from sale of property, plant and equipment 4 10
Net cash outflow from investing activities (20,637) (42,720)
Financing activities
Payment of principal portion of lease liabilities (398) (555)
Net cash outflow from financing activities (398) (555)
( ) ( ) ( ) ( )
Net increase in cash and cash equivalents 5,997 26,099
Cash and cash equivalents at the beginning of the year 87,780 60,993
ECL* of cash and cash equivalents (14) (6)
Effect of foreign exchange rate changes (5,111) 694
Cash and cash equivalents at the end of the year 23 88,652 87,780
*ECL - Expected credit losses
The Notes set out below are an integral part of these consolidated financial
statements.
Notes forming part of the financial statements
1. Statutory Accounts
The financial information set out above does not constitute the Company's
statutory accounts for the year ended 31 December 2022 or 2021, but is derived
from those accounts. The Auditor has reported on those accounts, and its
reports were unqualified and did not contain statements under sections 498(2)
or (3) of the Companies Act 2006. The auditors' report on the Group financial
statements included a material uncertainty in respect of the Group's ability
to continue as a going concern as explained in the section "Going Concern" in
Note 3 below.
The statutory accounts for 2022 will be delivered to the Registrar of
Companies following publication.
While the financial information included in this preliminary announcement has
been prepared in accordance with UK-adopted International Accounting Standards
("framework"), this announcement does not itself contain sufficient
information to comply with the framework. The Company expects to distribute
the full financial statements that comply with UK-adopted International
Accounting Standards by 31 December 2023.
2. General Information and Operational Environment
Enwell Energy plc (the "Company") and its subsidiaries (the "Group") is a gas,
condensate and LPG production group.
The Company is a public limited company quoted on the AIM Market operated by
London Stock Exchange plc and incorporated in England and Wales under the
Companies Act 2006. The Company's registered office is at 16 Old Queen Street,
London, SW1H 9HP, United Kingdom and its registered number is 4462555. The
principal activities of the Group and the nature of the Group's operations are
set out above.
As at 31 December 2022, the Company's immediate parent company was Smart
Energy (CY) Limited, which was 100% owned by Smart Holding (Cyprus) Limited,
which was 100% owned by Proteas Trustees Ltd as trustee of the STEP Trust, and
Proteas Trustee Services Ltd, Afroditi Loukaidou, Elena Iona and Charoula
Sofokleous as trustees of the SMART Trust. Accordingly, the Company was
ultimately controlled by Proteas Trustees Ltd as trustee of the STEP Trust,
and Proteas Trustee Services Ltd, Afroditi Loukaidou, Elena Iona and Charoula
Sofokleous as trustees of the SMART Trust. As at 31 December 2021, the
Company's immediate parent company was Smart Energy (CY) Limited, which was
100% owned by Smart Holding (Cyprus) Limited, which was 100% owned by Mr Vadym
Novynskyi.
The Group's gas, condensate and LPG extraction and production facilities are
located in Ukraine.
Impact of the ongoing war in Ukraine
On 24 February 2022, Russia commenced a military invasion of Ukraine, and
since then there has been an ongoing war in Ukraine. Shortly after the
invasion, the Ukrainian Government imposed martial law, and the corresponding
introduction of related temporary restrictions that impact, amongst other
areas, the economic environment and business operations in Ukraine. The war
has caused significant economic challenges in Ukraine, which has led to a
deterioration of Ukrainian State finances, volatility of financial markets,
illiquidity on capital markets, higher inflation and a depreciation of the
national currency against major foreign currencies.
The war is continuing, causing very significant numbers of military and
civilian casualties and significant dislocation of the Ukrainian population.
The Russian army has occupied territories in the east and south of Ukraine,
including the majority of the Kherson, Zaporizhzhia, Luhansk and Donetsk
regions. Russian attacks have targeted and destroyed civilian infrastructure
over wide areas of Ukraine, including hospitals and residential complexes.
On 3 June 2022, the National Bank of Ukraine ("NBU") increased the key policy
interest rate to 25%, which was aimed at suspending price increases and
strengthening the Ukrainian Hryvnia exchange rate. The NBU has also introduced
temporary restrictions on foreign currency trades and limited the ability to
perform cross-border payments for non-critical imports and repayment of debt
to foreign creditors, apart from international institutions. The Ukrainian
Hryvnia exchange rate with the US Dollar was effectively fixed at
UAH29.25:$1.00 in February 2022 and then at UAH36.57:$1.00 in July 2022 on the
foreign exchange market to ensure the stable operation of Ukraine's financial
system. As a result, commercial interbank quotes remain close to the
officially imposed NBU exchange rate. Despite the uncertainty and instability
in the general situation within Ukraine, the banking system remains relatively
stable, with sufficient liquidity even as martial law continues, and banking
services are available to both legal entities and individual bank customers.
The Ukrainian Government has taken action to limit the negative effects of the
war on the Ukrainian economic environment during the period of martial law and
beyond, including but not limited to:
• the temporary easing of the tax regime until the end of martial law, including
the suspension of tax audits and the cancellation of some penalties for
violating the tax law;
• gasoline, heavy distillates, liquefied gas, oil and petroleum are subject to
VAT at a reduced rate of 7%, and the excise tax rate for the imported fuel
group of products' is set at zero;
• a number of measures were taken to limit prices for energy resources,
including prohibiting export of gas, setting a level of electricity price on
transactions a day ahead and intraday markets; and
• the increase in the subsoil tax rate on natural gas production during martial
law, which action introduced a differentiated subsoil tax rate on the
production of natural gas depending on sale prices for natural gas.
Additional financial support was received from a number of international
institutions, including from the IMF and European Bank for Reconstruction and
Development ("EBRD"), to support the economy and the population. Such
financial support is critical for Ukraine to continue to service its debts in
the foreseeable future.
Given the fast-moving nature of the situation in Ukraine and the
unpredictability of the outcome, it is impracticable to assess the full impact
of the war on the economic environment.
Overall, the final resolution and the ongoing effects of the war and political
and economic situation in Ukraine are difficult to predict, but they may have
further severe effects on the Ukrainian economy and the Group's business.
As at 14 December 2023, the official NBU exchange rate of the Ukrainian
Hryvnia against the US Dollar was UAH37.0/$1.00, compared with UAH36.57/$1.00
as at 31 December 2022.
Further details of risks relating to Ukraine can be found within the Principal
Risks section of the Strategic Report.
3. Accounting Policies
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
Basis of Preparation
On 31 December 2020, IFRS as adopted by the European Union at that date was
brought into UK law and became UK-adopted International Accounting Standards,
with future changes being subject to endorsement by the UK Endorsement Board.
The Group and Company transitioned to UK-adopted International Accounting
Standards on 1 January 2021. This change constitutes a change in accounting
framework. However, there is no impact on recognition, measurement or
disclosure in the period reported as a result of the change in framework. The
consolidated financial statements of the Group and the financial statements of
the Company have been prepared in accordance with UK-adopted International
Accounting Standards and with the requirements of the Companies Act 2006 as
applicable to companies reporting under those standards.
These consolidated financial statements have been prepared in accordance with
UK-adopted International Accounting Standards under the historical cost
convention, as modified by the initial recognition of financial instruments
based on fair value, and by the revaluation of financial instruments
categorised at fair value through profit or loss ("FVTPL") and at fair value
through other comprehensive income ("FVOCI"). The principal accounting
policies applied in the preparation of these consolidated financial statements
are set out below. Apart from the accounting policy changes effective from 1
January 2022 these policies have been consistently applied to all the periods
presented, unless otherwise stated.
The preparation of financial statements in conformity with UK-adopted
International Accounting Standards requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in
the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the consolidated financial statements are
disclosed in Note 4. The consolidated financial statements are presented in
thousands of US Dollars.
Going Concern
The Group's business activities, together with the factors likely to affect
its future operations, performance and position are set out in the Chairman's
Statement, Chief Executive's Statement and Finance Review. The financial
position of the Group, its cash flows and liquidity position are set out in
these consolidated financial statements.
On 24 February 2022, Russia commenced a military invasion of Ukraine. This was
quickly followed by the enactment of martial law by the Ukrainian President's
Decree, approved by the Parliament of Ukraine, and the corresponding
introduction of related temporary restrictions that impact the economic
environment and business operations in Ukraine.
The production assets of the Group are located in the central and eastern part
of the country (Poltava and Kharkiv regions) which are controlled by the
Ukrainian Government. Following a brief period of suspension, production and
field operations, as well as construction work on upgrades to the gas
processing facilities, at the MEX-GOL and SV fields recommenced. As of the
date of approval of these financial statements, no assets of the Group have
been damaged, and the Group continues to operate its MEX-GOL and SV assets in
the Poltava region, while its SC asset in the Poltava region and all
production and field operations at the VAS asset located in the Kharkiv region
are suspended. No military activities have occurred at the Group's field
locations. The Gas Transmission System Operator of Ukraine has maintained
complete operational and technological control over the operations of the
Ukrainian Gas Transmission System. However, as of the date of approval of
these financial statements, the war has had, and continues to have, a material
impact on the production and sales levels of the business and execution of the
Group's 2022 budget.
The Group has no debt and funds its operations from its own cash resources.
Cash and cash equivalents were $79.1 million as at 14 December 2023. The
Directors maintain a significant level of flexibility to modify the Group's
development plans as may be required to preserve cash resources for liquidity
management. Absent the potential impact of the war in Ukraine, the Directors
are satisfied that the Group and the Company are a going concern and will
continue their operations for the foreseeable future.
In assessing the impact of the war on the ability of the Group and the Company
to continue as a going concern, the Directors have analysed a number of
possible scenarios of economic and military developments and the impact on the
expected cash flows of the Group and Company for 2023 and 2024. This includes
considering a possible (but in the view of the Directors, highly unlikely)
worst case scenario in which the Group has zero production as a result of
possible future military conflict dictating field operations being completely
shut-in, and all other non-production related costs being maintained at
current levels with no reduction or mitigating actions as would otherwise be
possible. Even in this worst-case scenario, the Directors are satisfied that
the Group and the Company have sufficient liquid resources to be able to meet
their liabilities as they fall due and to be able to continue as a going
concern for the foreseeable future.
The corporate strategy for the near term is to:
· continue production from MEX-GOL and SV licences, generating cash to cover
Group costs and add to existing cash resources, whilst moderating development
plans to reduce cash spend exposure whilst the war and operational/political
continue;
· vigorously pursue legal initiatives to protect the Group's assets, restore all
licences and production, and seek compensation for losses incurred to date and
as may be incurred in the future; and
· tightly manage costs to ensure cash resources are maintained at levels capable
of sustaining the business through the uncertainty that lies ahead
In respect of the Group's operations, staff and assets in Ukraine, the
potential short and long-term impact of the future development of the war is
inherently uncertain. Accordingly, this creates a material uncertainty related
to events or conditions that may cast significant doubt on the Group's ability
to continue as a going concern because of the potential impact on its ability
to continue its operations for the foreseeable future and realise its assets
in the normal course of business. The financial statements do not include the
adjustments that would result if the Group were unable to continue as a going
concern.
The Company is a UK-based investment holding company. The Company had cash and
cash equivalents of $20.6 million as at 14 December 2023, all of which are
held outside of Ukraine, in US Dollars, Pounds Sterling and Euros. The
Directors are satisfied that the Company is a going concern and will be able
to continue its operations for the foreseeable future, and there is no
material uncertainty in respect of its ability to do so.
New and amended standards adopted by the Group
The following amended standards became effective from 1 January 2022, but did
not have a material impact on the Group's consolidated or Company's financial
statements:
· Amendments to IAS 16 Property, Plant and Equipment prohibit the deduction from
the cost of an item of property, plant and equipment of any proceeds from
selling items produced while bringing that asset into operation and clarify
that these proceeds (and the corresponding costs of production) are recognised
in profit or loss
· Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets
clarify that the cost of fulfilling a contract comprises the costs that relate
directly to the contract. These can either be incremental costs of fulfilling
that contract or the allocation of other costs that relate directly to
fulfilling contracts
Impact of standards issued but not yet applied by the Group
Certain new standards and interpretations have been issued that are mandatory
for the annual periods beginning on or after 1 January 2023 or later, and
which the Group has not early adopted.
(a) IFRS 17 Insurance Contracts
(b) Amendments to IFRS 1 Presentation of Financial Statements: Classification of
Liabilities as Current or Non-current
(c) Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting
Policies
(d) Amendments to IAS 8: Definition of Accounting Estimates
(e) Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising
from a Single Transaction
These new standards and interpretations are not expected to affect
significantly the Group's consolidated financial statements.
Exchange differences on intra-group balances with foreign operation
The Group has certain inter-company monetary balances of which the Company is
the beneficial owner. These monetary balances are payable by a subsidiary that
is a foreign operation and are eliminated on consolidation.
In the consolidated financial statements, exchange differences arising on such
payables because the transaction currency differs from the subsidiary's
functional currency are recognised initially in other comprehensive income if
the settlement of such payables is continuously deferred and is neither
planned nor likely to occur in the foreseeable future.
In such cases, the respective receivables of the Company are regarded as an
extension of the Company's net investment in that foreign operation, and the
cumulative amount of the abovementioned exchange differences recognised in
other comprehensive income is carried forward within the foreign exchange
reserve in equity and is reclassified to profit or loss only upon disposal of
the foreign operation.
When the subsidiary that is a foreign operation settles its quasi-equity
liability due to the Company, but the Company continues to possess the same
percentage of the subsidiary, i.e. there has been no change in its
proportionate ownership interest, such settlement is not regarded as a
disposal or a partial disposal, and therefore cumulative exchange differences
are not reclassified.
The designation of inter-company monetary balances as part of the net
investment in a foreign operation is re-assessed when management's
expectations and intentions on settlement change due to a change in
circumstances.
Where, because of a change in circumstances, a receivable balance, or part
thereof, previously designated as a net investment into a foreign operation is
intended to be settled, the receivable is de-designated and is no longer
regarded as part of the net investment.
In such cases, the exchange differences arising on the subsidiary's payable
following de-designation are recognised within finance costs / income in
profit or loss, similar to foreign exchange differences arising from
financing.
Foreign exchange gains and losses not related to intra-group balances are
recognised on a net basis as other gains or losses.
Basis of Consolidation
The consolidated financial statements incorporate the financial information of
the Company and entities controlled by the Company (and its subsidiaries) made
up to 31 December each year.
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the
Group has control. The Group controls an entity when the Group is exposed to,
or has rights to variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.
The Group applies the acquisition method to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair
value of the assets transferred, the liabilities incurred to the former owners
of the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition
date. The Group recognises any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis at the non-controlling interest's
proportionate share of the recognised amounts of the acquiree's identifiable
net assets.
Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the acquisition date
carrying value of the acquirer's previously held equity interest in the
acquiree is re-measured to fair value at the acquisition date; any gains or
losses arising from such re-measurement are recognised in profit or loss.
Any contingent consideration to be transferred by the Group is recognised at
fair value at the acquisition date. Subsequent changes to the fair value of
the contingent consideration that is deemed to be an asset or liability is
recognised in accordance with IFRS 9 in profit or loss.
Inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated.
When necessary, amounts reported by subsidiaries have been adjusted to conform
with the Group's accounting policies.
Segment reporting
The Group's only class of business activity is oil and gas exploration,
development and production. The Group's primary operations are located in
Ukraine, with its head office in the United Kingdom. The geographical
segments are the basis on which the Group reports its segment information to
management. Operating segments are reported in a manner consistent with the
internal reporting provided to the Board of Directors.
Commercial Reserves
Proved and probable oil and gas reserves are estimated quantities of
commercially producible hydrocarbons which the existing geological,
geophysical and engineering data show to be recoverable in future years from
known reservoirs. Proved reserves are those quantities of petroleum that, by
analysis of geoscience and engineering data, can be estimated with reasonable
certainty to be commercially recoverable from known reservoirs and under
defined technical and commercial conditions. Probable reserves are those
additional reserves which analysis of geoscience and engineering data indicate
are less likely to be recovered than proved reserves but more certain to be
recovered than possible reserves. The proved and probable reserves conform to
the definition approved by the Petroleum Resources Management System.
Oil and Gas Exploration/Evaluation and Development/Production Assets
The Group applies the successful efforts method of accounting for oil and gas
assets, having regard to the requirements of IFRS 6 Exploration for and
Evaluation of Mineral Resources.
Exploration costs are incurred to discover hydrocarbon resources. Evaluation
costs are incurred to assess the technical feasibility and commercial
viability of the resources found. Exploration, as defined in IFRS 6
Exploration and evaluation of mineral resources, starts when the legal rights
to explore have been obtained. Expenditure incurred before obtaining the legal
right to explore is generally expensed; an exception to this would be
separately acquired intangible assets such as payment for an option to obtain
legal rights.
Expenditures incurred in the exploration activities are expensed unless they
meet the definition of an asset. The Group recognises an asset when it is
probable that economic benefits will flow to the Group as a result of the
expenditure. The economic benefits might be available through commercial
exploitation of hydrocarbon reserves or sales of exploration findings or
further development rights. Exploration and evaluation ("E&E") assets are
recognised as either property, plant and equipment or intangible assets,
according to their nature, in single field cost centres.
The capitalisation point is the earlier of:
(a) the point at which the fair value less costs to sell the property can be
reliably determined as being higher than the total of the expenses incurred
and costs already capitalised (such as licence acquisition costs); and
(b) an assessment of the property demonstrates that commercially viable reserves
are present and hence there are probable future economic benefits from the
continued development and production of the resource.
E&E assets are reclassified from Exploration and Evaluation when
evaluation procedures have been completed. E&E assets that are not
commercially viable are written down. E&E assets for which commercially
viable reserves have been identified are reclassified to Development and
Production assets. E&E assets are tested for impairment immediately prior
to reclassification out of E&E.
Once an E&E asset has been reclassified from E&E, it is subject to the
normal IFRS requirements. This includes impairment testing at the
cash-generating unit ("CGU") level and depreciation.
Abandonment and Retirement of Individual Items of Property, Plant and
Equipment
Normally, no gains or losses shall be recognised if only an individual item of
equipment is abandoned or retired or if only a single lease or other part of a
group of proved properties constituting the amortisation base is abandoned or
retired as long as the remainder of the property or group of properties
constituting the amortisation base continues to produce oil or gas. Instead,
the asset being abandoned or retired shall be deemed to be fully amortised,
and its costs shall be charged to accumulated depreciation, depletion or
amortisation. When the last well on an individual property (if that is the
amortisation base) or group of properties (if amortisation is determined on
the basis of an aggregation of properties with a common geological structure)
ceases to produce and the entire property or group of properties is abandoned,
a gain or loss shall be recognised. Occasionally, the partial abandonment or
retirement of a proved property or group of proved properties or the
abandonment or retirement of wells or related equipment or facilities may
result from a catastrophic event or other major abnormality. In those cases, a
loss shall be recognised at the time of abandonment or retirement.
Intangible Assets other than Oil and Gas Assets
Intangible assets other than oil and gas assets are stated at cost less
accumulated amortisation and any provision for impairment. These assets
represent exploration licences. Amortisation is charged so as to write off the
cost, less estimated residual value on a straight-line basis of 20-25% per
annum.
Depreciation, Depletion and Amortisation
All expenditure carried within each field is amortised from the commencement
of commercial production on a unit of production basis, which is the ratio of
gas production in the period to the estimated quantities of commercial
reserves at the end of the period plus the production in the period, generally
on a field by field basis. In certain circumstances, fields within a single
development area may be combined for depletion purposes. Costs used in the
unit of production calculation comprise the net book value of capitalised
costs plus the estimated future field development costs necessary to bring the
reserves into production.
Impairment
At each balance sheet date, the Group reviews the carrying amount of oil and
gas development and production assets to determine whether there is any
indication that those assets have suffered an impairment loss. This includes
exploration and appraisal costs capitalised which are assessed for impairment
in accordance with IFRS 6. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the
impairment loss.
For oil and gas development and production assets, the recoverable amount is
the greater of fair value less costs to dispose and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present
value using an expected weighted average cost of capital. If the recoverable
amount of an asset is estimated to be less than its carrying amount, the
carrying amount of the asset is reduced to its recoverable amount. Impairment
losses are recognised as an expense immediately. The valuation method used for
determination of fair value less cost of disposal is based on unobservable
market data, which is within Level 3 of the fair value hierarchy.
Should an impairment loss subsequently reverse, the carrying amount of the
asset is increased to the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the
asset in prior years. A reversal of an impairment loss is recognised as income
immediately.
Decommissioning Provision
Where a material liability for the removal of existing production facilities
and site restoration at the end of the productive life of a field exists, a
provision for decommissioning is recognised. The amount recognised is the
present value of estimated future expenditure determined in accordance with
local conditions and requirements. The cost of the relevant property, plant
and equipment is increased with an amount equivalent to the provision and
depreciated on a unit of production basis. Changes in estimates are recognised
prospectively, with corresponding adjustments to the provision and the
associated fixed asset. The unwinding of the discount on the decommissioning
provision is included within finance costs.
Property, Plant and Equipment other than Oil and Gas Assets
Property, plant and equipment other than oil and gas assets (included in Other
fixed assets in Note 17 are stated at cost less accumulated depreciation and
any provision for impairment. Depreciation is charged so as to write off the
cost of assets on a straight-line basis over their useful lives as follows:
Useful lives in years
Buildings and constructions 10 to 20 years
Machinery and equipment 2 to 5 years
Vehicles 5 years
Office and other equipment 4 to 12 years
Spare parts and equipment purchased with the intention to be used in future
capital investment projects are recognised as oil and gas development and
production assets within property, plant and equipment.
Right-of-use assets
The Group leases various offices, equipment, wells and land. Contracts may
contain both lease and non-lease components. The Group allocates the
consideration in the contract to the lease and non-lease components based on
their relative stand-alone prices.
Assets arising from a lease are initially measured on a present value basis.
Right-of-use assets are measured at cost comprising the following:
· the amount of the initial measurement of lease liability,
· any lease payments made at or before the commencement date less any lease
incentives received,
· any initial direct costs, and
· costs to restore the asset to the conditions required by lease agreements.
Right-of-use assets are generally depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis. If the Group is
reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying assets' useful lives. Depreciation on the
items of the right-of-use assets is calculated using the straight-line method
over their estimated useful lives as follows:
Useful lives in years
Land 40 to 50 years
Wells 10 to 20 years
Properties:
Buildings and constructions 10 to 20 years
Machinery and equipment 2 to 5 years
Vehicles 5 years
Office and other equipment 4 to 12 years
Inventories
Inventories typically consist of materials, spare parts and hydrocarbons, and
are stated at the lower of cost and net realisable value. Cost of finished
goods is determined on the weighted average bases. Cost of other than finished
goods inventory is determined on the first in first out basis. Net realisable
value represents the estimated selling price less all estimated costs of
completion and costs to be incurred in marketing, selling and distribution.
Revenue Recognition
Revenue is income arising in the course of the Group's ordinary activities.
Revenue is recognised by the amount of the transaction price. Transaction
price is the amount of consideration to which the Group expects to be entitled
in exchange for transferring control over promised goods or services to a
customer, excluding the amounts collected on behalf of third parties.
Revenue is recognised net of indirect taxes and excise duties.
Sales of gas, condensate and LPG are recognised when control of the good has
transferred, being when the goods are delivered to the customer, the customer
has full discretion over the goods, and there is no unfulfilled obligation
that could affect the customer's acceptance of the goods. Delivery occurs when
the goods have been shipped to the specific location, the risks of
obsolescence and loss have been transferred to the customer, and either the
customer has accepted the goods in accordance with the contract, the
acceptance provisions have lapsed, or the Group has objective evidence that
all criteria for acceptance have been satisfied.
A receivable is recognised when the goods are delivered as this is the point
in time that the consideration is unconditional because only the passage of
time is required before the payment is due.
The Group normally uses standardised contracts for the sale of gas, condensate
and LPG, which define the point of control transfer. The price and quantity of
each sale transaction are indicated in the specifications to the sales
contracts.
The control over gas is transferred to a customer when the respective act of
acceptance is signed by the parties to a contract upon delivery of gas to the
point of sale specified in the contract, normally being a certain point in the
Ukrainian gas transportation system. Acts of acceptance of gas are signed and
the respective revenues are recognised on a monthly basis.
The control over condensate and LPG is transferred to a customer when the
respective waybill is signed by the parties to a contract upon shipment of
goods at the point of sale specified in the contract, which is normally the
Group's production site.
Foreign Currencies
The Group's consolidated financial statements and those of the Company are
presented in US Dollars. The functional currency of the subsidiaries which
operate in Ukraine is Ukrainian Hryvnia. The remaining entities have US
Dollars as their functional currency.
The functional currency of individual companies is determined by the primary
economic environment in which the entity operates, normally the one in which
it primarily generates and expends cash. In preparing the financial statements
of the individual companies, transactions in currencies other than the
entity's functional currency ("foreign currencies") are recorded at the rates
of exchange prevailing on the dates of the transactions. At each balance sheet
date, monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing on the balance sheet date.
Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in the
Income Statement. Non-monetary assets and liabilities carried at fair value
that are denominated in foreign currencies are translated at the rates
prevailing at the date when the fair value was determined. Non-monetary items
which are measured in terms of historical cost in a foreign currency are not
retranslated. Gains and losses arising on retranslation are included in net
profit or loss for the period, except for exchange differences arising on
balances which are considered long term investments where the changes in fair
value are recognised directly in other comprehensive income.
On consolidation, the assets and liabilities of the Group's subsidiaries which
do not use US Dollars as their functional currency are translated into US
Dollars as follows:
(a) assets and liabilities for each Balance Sheet presented are translated at the
closing rate at the date of that Balance Sheet;
(b) income and expenses for each Income Statement are translated at average
monthly exchange rates (unless this average is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the rate on the dates of the
transactions); and
(c) all resulting exchange differences are recognised in other comprehensive
income
The principal rates of exchange used for translating foreign currency balances
as at 31 December 2022 were $1:UAH36.57 (2021: $1: UAH27.28), $1:£0.827
(2021: $1:£ 0.741), $1:€0.934 (2021: $1:€0.883), and the average rates
for the year were $1:UAH32.37 (2021: $1:UAH27.3), $1:£0.811 (2021: $1:£
0.727), $1:€0.951 (2021: $1:€0.845)
None of the Group's operations are considered to use the currency of a
hyperinflationary economy, however this is kept under review.
Pensions
The Group contributes to a local government pension scheme in Ukraine and
defined benefit plans. The Group has no further payment obligations towards
the local government pension scheme once the contributions have been paid.
Defined benefit plans define an amount of pension benefit that an employee
will receive on retirement, usually dependent on one or more factors such as
age, years of service and compensation.
The Group companies participate in a mandatory Ukrainian State-defined
retirement benefit plan, which provides for early pension benefits for
employees working in certain workplaces with hazardous and unhealthy working
conditions. The Group also provides lump sum benefits upon retirement subject
to certain conditions. The early pension benefit (in the form of a monthly
annuity) is payable by employers only until the employee has reached the
statutory retirement age. The pension scheme is based on a benefit formula
which depends on each individual member's average salary, his/her total length
of past service and total length of past service at specific types of
workplaces ("list II" category).
The liability recognised in the Balance Sheet in respect of defined benefit
pension plans is the present value of the defined benefit obligation at the
end of the reporting period less the fair value of plan assets. The defined
benefit obligation is calculated annually by independent actuaries using the
projected unit credit method. The present value of the defined benefit
obligation is determined by discounting the estimated future cash outflows
using interest rates of high-quality corporate bonds that are denominated in
the currency in which the benefits will be paid, and that have terms to
maturity approximating to the terms of the related pension obligation. Since
Ukraine has no deep market in such bonds, the market rates on government bonds
are used.
The current service cost of the defined benefit plan, recognised in the Income
Statement within the Cost of Sales in employee benefit expense, except where
included in the cost of an asset, reflects the increase in the defined benefit
obligation resulting from employee service in the current year, benefit
changes curtailments and settlements. Past-service costs are recognised
immediately in the Income Statement.
The net interest cost is calculated by applying the discount rate to the net
balance of the defined benefit obligation and the fair value of plan assets.
This cost is included in employee benefit expense in the Income Statement
within the Cost of Sales.
Actuarial gains and losses arising from experience adjustments and changes in
actuarial assumptions are charged or credited to equity in other comprehensive
income in the period in which they arise.
Taxation
The tax expense represents the sum of the current tax and deferred tax.
Current tax, including UK corporation and overseas tax, is provided at amounts
expected to be paid (or recovered) using the tax rates and laws that have been
enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from goodwill or from the
initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the tax profit nor the
accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
Deferred tax is calculated at the tax rates which are expected to apply in the
period when the liability is settled or the asset is realised. Deferred tax is
charged or credited in the Income Statement, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also
dealt with in equity.
Other taxes which include recoverable value added tax, excise tax and custom
duties represent the amounts receivable or payable to local tax authorities in
the countries where the Group operates.
Value added tax
Output value added tax related to sales is payable to tax authorities on the
earlier of (a) collection of receivables from customers or (b) delivery of
goods or services to customers. Input VAT is generally recoverable against
output VAT upon receipt of the VAT invoice. The tax authorities permit the
settlement of VAT on a net basis. VAT related to sales and purchases is
recognised in the consolidated statement of financial position on a gross
basis for different entities of the Group and disclosed separately as an asset
and a liability. Where provision has been made for expected credit losses
("ECL") of receivables, the impairment loss is recorded for the gross amount
of the debtor, including VAT.
Financial Instruments
Financial instruments - key measurement terms. Fair value is the price that
would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The
best evidence of fair value is the price in an active market. An active market
is one in which transactions for the asset or liability take place with
sufficient frequency and volume to provide pricing information on an ongoing
basis.
Fair value of financial instruments traded in an active market is measured as
the product of the quoted price for the individual asset or liability and the
number of instruments held by the entity. This is the case even if a market's
normal daily trading volume is not sufficient to absorb the quantity held and
placing orders to sell the position in a single transaction might affect the
quoted price.
A portfolio of financial derivatives or other financial assets and liabilities
that are not traded in an active market is measured at the fair value of a
group of financial assets and financial liabilities on the basis of the price
that would be received to sell a net long position (i.e. an asset) for a
particular risk exposure or paid to transfer a net short position (i.e. a
liability) for a particular risk exposure in an orderly transaction between
market participants at the measurement date. This is applicable for assets
carried at fair value on a recurring basis if the Group: (a) manages the group
of financial assets and financial liabilities on the basis of the Group's net
exposure to a particular market risk (or risks) or to the credit risk of a
particular counterparty in accordance with the Group's documented risk
management or investment strategy; (b) it provides information on that basis
about the group of assets and liabilities to the Group's key management
personnel; and (c) the market risks, including duration of the Group's
exposure to a particular market risk (or risks) arising from the financial
assets and financial liabilities are substantially the same.
Valuation techniques such as discounted cash flow models or models based on
recent arm's length transactions or consideration of financial data of the
investees are used to measure fair value of certain financial instruments for
which external market pricing information is not available. Fair value
measurements are analysed by level in the fair value hierarchy as follows: (i)
level one are measurements at quoted prices (unadjusted) in active markets for
identical assets or liabilities, (ii) level two measurements are valuations
techniques with all material inputs observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from
prices), and (iii) level three measurements are valuations not based on solely
observable market data (that is, the measurement requires significant
unobservable inputs).
Transaction costs are incremental costs that are directly attributable to the
acquisition, issue or disposal of a financial instrument. An incremental cost
is one that would not have been incurred if the transaction had not taken
place. Transaction costs include fees and commissions paid to agents
(including employees acting as selling agents), advisers, brokers and dealers,
levies by regulatory agencies and securities exchanges, and transfer taxes and
duties. Transaction costs do not include debt premiums or discounts, financing
costs or internal administrative or holding costs.
Fair value is the amount at which the financial instrument was recognised at
initial recognition, while amortised cost ("AC") is the amount at which the
financial instrument was subsequently measured after the initial recognition
less any principal repayments, plus accrued interest, and for financial assets
less any allowance for ECL. Accrued interest includes amortisation of
transaction costs deferred at initial recognition and of any premium or
discount to the maturity amount using the effective interest method. Accrued
interest income and accrued interest expense, including both accrued coupon
and amortised discount or premium (including fees deferred at origination, if
any), are not presented separately and are included in the carrying values of
the related items in the consolidated statement of financial position.
The effective interest method is a method of allocating interest income or
interest expense over the relevant period, so as to achieve a constant
periodic rate of interest (effective interest rate) on the carrying amount.
The effective interest rate is the rate that exactly discounts estimated
future cash payments or receipts (excluding future credit losses) through the
expected life of the financial instrument or a shorter period, if appropriate,
to the gross carrying amount of the financial instrument. The effective
interest rate discounts cash flows of variable interest instruments to the
next interest repricing date, except for the premium or discount which
reflects the credit spread over the floating rate specified in the instrument,
or other variables that are not reset to market rates. Such premiums or
discounts are amortised over the whole expected life of the instrument. The
present value calculation includes all fees paid or received between parties
to the contract that are an integral part of the effective interest rate. For
assets that are purchased or originated credit impaired ("POCI") at initial
recognition, the effective interest rate is adjusted for credit risk, i.e. it
is calculated based on the expected cash flows on initial recognition instead
of contractual payments.
Financial instruments - initial recognition. Financial instruments at fair
value through profit or loss ("FVTPL") are initially recorded at fair value.
All other financial instruments are initially recorded at fair value adjusted
for transaction costs. Fair value at initial recognition is best evidenced by
the transaction price. A gain or loss on initial recognition is only recorded
if there is a difference between fair value and transaction price which can be
evidenced by other observable current market transactions in the same
instrument or by a valuation technique whose inputs include only data from
observable markets. After the initial recognition, an ECL allowance is
recognised for financial assets measured at AC and investments in debt
instruments measured at fair value through other comprehensive income
("FVOCI"), resulting in an immediate accounting loss.
All purchases and sales of financial assets that require delivery within the
time frame established by regulation or market convention ("regular way"
purchases and sales) are recorded at trade date, which is the date on which
the Group commits to deliver a financial asset. All other purchases are
recognised when the entity becomes a party to the contractual provisions of
the instrument.
Financial assets - classification and subsequent measurement - measurement
categories. The Group classifies financial assets in the following measurement
categories: FVTPL, FVOCI and AC. The classification and subsequent measurement
of debt financial assets depends on: (i) the Group's business model for
managing the related assets portfolio and (ii) the cash flow characteristics
of the asset. The Group's financial assets include cash and cash equivalents,
trade and other receivables, loans to subsidiary undertakings, all of which
are classified as AC in accordance with IFRS 9.
Financial assets - classification and subsequent measurement - business model.
The business model reflects how the Group manages the assets in order to
generate cash flows - whether the Group's objective is: (i) solely to collect
the contractual cash flows from the assets ("hold to collect contractual cash
flows"), or (ii) to collect both the contractual cash flows and the cash flows
arising from the sale of assets ("hold to collect contractual cash flows and
sell") or, if neither of (i) and (ii) is applicable, the financial assets are
classified as part of "other" business model and measured at FVTPL.
Business model is determined for a group of assets (on a portfolio level)
based on all relevant evidence about the activities that the Group undertakes
to achieve the objective set out for the portfolio available at the date of
the assessment. Factors considered by the Group in determining the business
model include past experience on how the cash flows for the respective assets
were collected.
The Group's business model for financial assets is to collect the contractual
cash flows from the assets ("hold to collect contractual cash flows").
Financial assets - classification and subsequent measurement - cash flow
characteristics. Where the business model is to hold assets to collect
contractual cash flows or to hold contractual cash flows and sell, the Group
assesses whether the cash flows represent solely payments of principal and
interest ("SPPI"). Financial assets with embedded derivatives are considered
in their entirety when determining whether their cash flows are consistent
with the SPPI feature. In making this assessment, the Group considers whether
the contractual cash flows are consistent with a basic lending arrangement,
i.e. interest includes only consideration for credit risk, time value of
money, other basic lending risks and profit margin.
Where the contractual terms introduce exposure to risk or volatility that is
inconsistent with a basic lending arrangement, the financial asset is
classified and measured at FVTPL. The SPPI assessment is performed on initial
recognition of an asset and it is not subsequently reassessed.
Financial assets - reclassification. Financial instruments are reclassified
only when the business model for managing the portfolio as a whole changes.
The reclassification has a prospective effect and takes place from the
beginning of the first reporting period that follows after the change in the
business model. The Group did not change its business model during the current
and comparative period and did not make any reclassifications.
Financial assets impairment - credit loss allowance for ECL. The Group
assesses, on a forward-looking basis, the ECL for debt instruments measured at
AC and FVOCI and for the exposures arising for contractual assets. The Group
measures ECL and recognises Net impairment losses on financial and contractual
assets at each reporting date. The measurement of ECL reflects: (i) an
unbiased and probability weighted amount that is determined by evaluating a
range of possible outcomes, (ii) time value of money and (iii) all reasonable
and supportable information that is available without undue cost and effort at
the end of each reporting period about past events, current conditions and
forecasts of future conditions.
Debt instruments measured at AC and contractual assets are presented in the
consolidated statement of financial position net of the allowance for ECL. For
loan commitments and financial guarantees, a separate provision for ECL is
recognised as a liability in the consolidated statement of financial position.
The Group applies a simplified approach for impairment of cash and cash
equivalents, other short-term investments and trade and other receivables, by
recognising lifetime expected credit losses based on past default experience
and credit profiles, adjusted as appropriate for current observable data. For
other financial assets the Group applies a three stage model for impairment,
based on changes in credit quality since initial recognition. A financial
instrument that is not credit-impaired on initial recognition is classified in
Stage 1. Financial assets in Stage 1 have their ECL measured at an amount
equal to the portion of lifetime ECL that results from default events possible
within the next 12 months or until contractual maturity, if shorter ("12
Months ECL"). If the Group identifies a significant increase in credit risk
("SICR") since initial recognition, the asset is transferred to Stage 2 and
its ECL is measured based on ECL on a lifetime basis, that is, up until
contractual maturity but considering expected prepayments, if any ("Lifetime
ECL"). If the Group determines that a financial asset is credit-impaired, the
asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL. For
financial assets that are purchased or originated credit-impaired ("POCI
Assets"), the ECL is always measured as a Lifetime ECL.
Financial assets - write-off. Financial assets are written-off, in whole or in
part, when the Group has exhausted all practical recovery efforts and has
concluded that there is no reasonable expectation of recovery. The write-off
represents a derecognition event. The Group may write-off financial assets
that are still subject to enforcement activity when the Group seeks to recover
amounts that are contractually due, however, there is no reasonable
expectation of recovery.
Financial assets - derecognition. The Group derecognises financial assets when
(a) the assets are redeemed or the rights to cash flows from the assets
otherwise expire or (b) the Group has transferred the rights to the cash flows
from the financial assets or entered into a qualifying pass-through
arrangement whilst (i) also transferring substantially all the risks and
rewards of ownership of the assets or (ii) neither transferring nor retaining
substantially all the risks and rewards of ownership but not retaining
control.
Financial assets - modification. If the modified terms are substantially
different, the rights to cash flows from the original asset expire and the
Company derecognises the original financial asset and recognises a new asset
at its fair value. The date of renegotiation is considered to be the date of
initial recognition for subsequent impairment calculation purposes, including
determining whether a SICR has occurred. Any difference between the carrying
amount of the original asset derecognised and fair value of the new
substantially modified asset is recognised in profit or loss, unless the
substance of the difference is attributed to a capital transaction with
owners. If the modified asset is not substantially different from the
original asset and the modification does not result in derecognition. The
Group recalculates the gross carrying amount by discounting the modified
contractual cash flows by the original effective interest rate (or
credit-adjusted effective interest rate for POCI financial assets), and
recognises a modification gain or loss in profit or loss.
Financial liabilities - measurement categories. Financial liabilities are
classified as subsequently measured at AC, except for (i) financial
liabilities at FVTPL: this classification is applied to derivatives, financial
liabilities held for trading (e.g. short positions in securities), contingent
consideration recognised by an acquirer in a business combination and other
financial liabilities designated as such at initial recognition and (ii)
financial guarantee contracts and loan commitments. The Group's financial
liabilities include trade and other payables, lease liabilities, all of which
are classified as AC in accordance with IFRS 9.
Financial liabilities - derecognition. Financial liabilities are derecognised
when they are extinguished (i.e. when the obligation specified in the contract
is discharged, cancelled or expires).
Trade Receivables
Trade receivables are amounts due from customers for goods sold in the
ordinary course of business. If collection is expected in one year or less,
they are classified as current assets. If not, they are presented as
non-current assets.
Trade receivables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method, less expected
credit losses.
Prepayments
Prepayments are carried at cost less provision for impairment. A prepayment is
classified as non-current when the goods or services relating to the
prepayment are expected to be obtained after one year, or when the prepayment
relates to an asset which will itself be classified as non-current upon
initial recognition. Prepayments to acquire assets are transferred to the
carrying amount of the asset once the Group has obtained control of the asset
and it is probable that future economic benefits associated with the asset
will flow to the Group. Other prepayments are written off to profit or loss
when the services relating to the prepayments are received. If there is an
indication that the assets, goods or services relating to a prepayment will
not be received, the carrying value of the prepayment is written down
accordingly and a corresponding impairment loss is recognised in profit or
loss for the year.
Investments in subsidiaries
Investments made by the Company in its subsidiaries are stated at cost in the
Company's financial statements and reviewed for impairment if there are
indications that the carrying value may not be recoverable.
Loans issued to subsidiaries
Loans issued by the Company to its subsidiaries are initially recognised in
the Company's financial statements at fair value and are subsequently carried
at amortised cost using the effective interest method, less credit loss
allowance. Net change in credit losses and foreign exchange differences on
loans issued are recognised in the Company's statement of profit or loss in
the period when incurred.
Trade and Other Payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.
Lease liabilities
Liabilities arising from a lease are initially measured on a present value
basis. Lease liabilities include the net present value of the following lease
payments:
· fixed payments (including in-substance fixed payments), less any lease
incentives receivable,
· variable lease payments that are based on an index or a rate, initially
measured using the index or rate as at the commencement date,
· the exercise price of a purchase option if the Group is reasonably certain to
exercise that option, and
· payments of penalties for terminating the lease, if the lease term reflects
the Group exercising that option.
Extension and termination options are included in a number of property and
equipment leases across the Group. These terms are used to maximise
operational flexibility in terms of managing contracts. Extension options (or
period after termination options) are only included in the lease term if the
lease is reasonably certain to be extended (or not terminated). Lease payments
to be made under reasonably certain extension options are also included in the
measurement of the liability.
The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily determined, which is generally the case
for leases of the Group, the Group's incremental borrowing rate is used, being
the rate that the Group would have to pay to borrow the funds necessary to
obtain an asset of similar value in a similar economic environment with
similar terms and conditions.
To determine the incremental borrowing rate, the Group:
· where possible, uses recent third-party financing received by the individual
lessee as a starting point, adjusted to reflect changes in financing
conditions since third party financing was received,
· uses a build-up approach that starts with a risk-free interest rate adjusted
for credit risk, and
· makes adjustments specific to the lease, e.g. term, country, currency and
collateral.
The Group is exposed to potential future increases in variable lease payments
based on an index or rate, which are not included in the lease liability until
they take effect. When adjustments to lease payments based on an index or rate
take effect, the lease liability is reassessed and adjusted against the
right-of-use asset.
Lease payments are allocated between principal and finance costs. The finance
costs are charged to profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period.
Payments associated with short-term leases and all leases of low-value assets
under $5,000 are recognised on a straight-line basis as an expense in profit
or loss. Short-term leases are leases with a lease term of 12 months or less.
Equity Instruments
Ordinary shares are classified as equity. Equity instruments issued by the
Company and the Group are recorded at the proceeds received, net of direct
issue costs. Any excess of the fair value of consideration received over the
par value of shares issued is recorded as share premium in equity.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand and deposits held at call with
banks and other short-term highly liquid investments which are readily
convertible to a known amount of cash with insignificant risk of change in
value. Cash and cash equivalents are carried at amortised cost. Interest
income that relates to cash and cash equivalents on current and deposit
accounts is disclosed within operating cash flow.
Other short-term investments
Other short-term investments include current accounts and deposits held at
banks, which do not meet the cash and cash equivalents definition. Current
accounts and deposits held at banks, which do not meet the cash and cash
equivalents definition are measured initially at fair value and subsequently
carried at amortised cost using the effective interest method. Interest
received on other short-term investments is disclosed within operating cash
flow.
Interest income
Interest income is recognised as it accrues, taking into account the effective
yield on the asset. Interest income on current bank accounts and on demand
deposits or term deposits with the maturity less than three months recognised
as part of cash and cash equivalents is recognised as other operating income.
Interest income on term deposits other than those classified as cash and cash
equivalents is recognised as finance income.
4. Significant Accounting Judgements and Estimates
The Group makes estimates and judgements concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual
results. The estimates and judgements which have a risk of causing material
adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below.
Depreciation of Oil and Gas Development and Production Assets
Development and production assets held in property, plant and equipment are
depreciated on a unit of production basis at a rate calculated by reference to
proved and probable reserves at the end of the period plus the production in
the period, and incorporating the estimated future cost of developing and
extracting those reserves. Future development costs are estimated using
estimates about the number of wells required to produce those reserves, the
cost of the wells, future production facilities and operating costs, together
with assumptions on oil and gas realisations, and are revised annually. The
reserves estimates used are determined using estimates of gas in place,
recovery factors, future hydrocarbon prices and also take into consideration
the Group's latest development plan for the associated development and
production asset. The latest development plan and therefore the inputs used to
determine the depreciation charge for the MEX-GOL, SV and VAS fields continue
until the end of the economic life of the fields, which is assessed to be
2038, 2042 and 2028 respectively, based on the assessment contained in the
DeGolyer & MacNaughton reserves report for these fields. The licences for
the MEX-GOL and SV fields have recently been extended until 2044. Were the
estimated reserves at the beginning of the year to differ by 10% from previous
assumptions, the impact on depreciation for the year ended 31 December 2022
would be to increase it by $1,394,000 or decrease it by $626,000 (2021:
increase by $1,195,000 or decrease by $975,000).
Provision for Decommissioning
The Group has decommissioning obligations in respect of its Ukrainian assets.
The full extent to which the provision is required depends on the legal
requirements at the time of decommissioning, the costs and timing of any
decommissioning works and the discount rate applied to such costs.
A detailed assessment of gross decommissioning cost was undertaken on a
well-by-well basis using local data on day rates and equipment costs. The
discount rate applied on the decommissioning cost provision as at 31 December
2022 was 4.76% (31 December 2021: 6.29%). The discount rate is calculated in
real terms based on the yield to maturity of Ukrainian Government bonds
denominated in the currency in which the liability is expected to be settled
and with the settlement date that approximates the timing of settlement of
decommissioning obligations. Increase of the discount rate applied is caused
by the growth of the Ukrainian risk-free rate.
The change in estimate applied to calculate the provision as at 31 December
2022 resulted from the revision of the estimated costs of decommissioning
(increase of $1,477,000 in provision), an increase in the discount rate
applied (increase of $1,020,000 in provision). The costs are expected to be
incurred by 2038 on the MEX-GOL field, by 2042 on the SV field, and by 2028 on
the VAS field, which is the end of the estimated economic life of the
respective fields (Note 25).
Net Carrying Amount of Inter-Company Loans Receivable and Investments by the
Company into a Subsidiary
The Company has certain inter-company loans receivable from a subsidiary,
which are eliminated on consolidation. For the purpose of the Company's
financial statements, these receivable balances are carried at amortised cost
using the effective interest method, less credit loss allowance. Measurement
of lifetime expected credit losses on inter-company loans is a significant
judgment that involves models and data inputs including forward-looking
information, current conditions and forecasts of future conditions impacting
the estimated future cash flows that are expected to be recovered, time value
of money, etc. In previous years, significant impairment charges were recorded
against the carrying amount of the loans issued to subsidiaries as the present
value of estimated future cash flows discounted at the original effective
interest rate was less than the carrying amount of the loans, and the
resulting impairment losses were recognised in profit or loss in the Company's
financial statements.
For the purpose of assessment of the credit loss allowance as at 31 December
2022, the Company considered all reasonable and supportable forward-looking
information available as at that date without undue cost and effort, which
includes a range of factors, such as estimated future net cash flows to be
generated by the subsidiaries operating in Ukraine and cash flow management.
All these factors have a significant impact on the amounts subject to
repayment on the loans and investments. The estimated future discounted cash
flows generated by the subsidiaries operating in Ukraine are considered as a
primary source of repayment on the loans and investments. As at 31 December
2022, the present value of future net cash flows to be generated by the
subsidiaries operating in Ukraine during 2023 - 2027, adjusted for the
subsidiaries' working capital as at 31 December 2022 and estimated amounts
reserved by the Group for investment projects in the time horizon was
calculated.
The key assumptions used in the discounted cash flow model are:
· production levels for a period of five years assumed to be: at the level of
6.9 MMboe for the MEX-GOL and SV fields and zero for the period of suspension
of the VAS field and SC licence area;
· reserves at the beginning of 2023 at the MEX-GOL and SV fields of 31.9 MMboe,
at the VAS field of 1.2 MMboe and at the SC licence area of 10.8 MMboe;
· commodity prices - the model assumes gas prices of $464/Mm(3) in 2023,
$581/Mm(3) in 2024, decreasing to $509/Mm(3) in 2025, $450/Mm(3) in 2026 and
$300/Mm(3) in subsequent years;
· discount rate applied is 11.66%, determined in real terms;
· production taxes applicable to gas production at variable rates under relevant
legislation;
· capital expenditure allowance for maintenance and development of: MEX-GOL and
SV fields at the level of $750,000 per year, VAS field at the level of
$250,000 per year and SC licence area at the level of $100,000 per year;
· future capital expenditures for a period of five years assumed to be: for the
MEX-GOL and SV fields at the level of $170,500,000, VAS field at the level of
$200,000 and SC licence area at the level of $0;
· life of field for the purpose of the assessment of loans - cash flows were
taken for a period of five years as management believes there is no reasonably
available information to build reliable expectations and demonstrate the
ability to settle the loans over a longer perspective;
· life of field for the purpose of the assessment of investments - cash flows
were taken for a period of the full economic life of the respective CGUs.
The resulting amount, net of the carrying value of the Company's investments
in subsidiaries and loans, was compared to the discounted cash flows and net
financial assets of the subsidiaries as at 31 December 2022. As such, the
Company has recorded $9,942,000 of loss, being the net change in the expected
credit losses for loans issued to and investments in subsidiaries in the
Company's statement of profit or loss for the year ended 31 December 2022.
As with any economic forecast, the projections and likelihoods of occurrence
are subject to a high degree of inherent uncertainty, and therefore the actual
outcomes may be significantly different to those projected. The Company
considers these forecasts to represent its best estimate of the possible
outcomes.
5. Segmental Information
In line with the Group's internal reporting framework and management
structure, the key strategic and operating decisions are made by the Board of
Directors, who review internal monthly management reports, budget and forecast
information as part of this process. Accordingly, the Board of Directors is
deemed to be the Chief Operating Decision Maker within the Group.
The Group's only class of business activity is oil and gas exploration,
development and production. The Group's operations are located in Ukraine,
with its head office in the United Kingdom. These geographical regions are the
basis on which the Group reports its segment information. The segment results
as presented represent operating profit before depreciation, amortisation and
impairment of non-current assets.
Ukraine United Kingdom Total
2022 2022 2022
$000 $000 $000
Revenue
Gas sales 109,461 - 109,461
Condensate sales 12,744 - 12,744
Liquefied Petroleum Gas sales 11,175 - 11,175
Total revenue 133,380 - 133,380
Segment result 84,750 (1,140) 83,610
Depreciation and amortisation of non-current assets (7,837) - (7,837)
Operating profit 75,773
Segment assets 158,982 82,752 241,734
Capital additions* 19,807 - 19,807
*Comprises additions to property, plant and equipment (Note 17)
There are no inter-segment sales within the Group and all products are sold in
the geographical region in which they are produced. The Group is not
significantly impacted by seasonality. Revenue is recognised at a point in
time.
During 2022, the Group was selling all of its gas production to its related
party, LLC Smart Energy ("Smart Energy"). Smart Energy has oil and gas
operations in Ukraine and is part of the PJSC Smart-Holding Group, which was
ultimately controlled by Mr Vadym Novynskyi, who until 1 December 2022,
through an indirect 82.65% majority shareholding, ultimately controlled the
Group. This arrangement came about in 2017 as a consequence of the Ukrainian
Government introducing a number of new provisions into the Ukrainian Tax Code
over the previous two years, including transfer pricing regulations for
companies operating in Ukraine. The introduction of the new regulations has
meant that there is an increased regulatory burden on affected companies in
Ukraine who must prepare and submit reporting information to the Ukrainian Tax
Authorities. Due to the corporate structure of the Group, a substantial
proportion of its gas production is produced by a non-Ukrainian subsidiary of
the Group, which operates in Ukraine as a branch, or representative office as
it Is classified in Ukraine. Under the Ukrainian tax regulations, this places
additional regulatory obligations on each of the Group's potential customers
who may be less inclined to purchase the Group's gas and/or may seek discounts
on sales prices. As a result of discussions between the Company and Smart
Energy, Smart Energy agreed to purchase all of the Group's gas production and
to assume responsibility for the regulatory obligations under the Ukrainian
tax regulations. Furthermore, Smart Energy agreed to combine the Group's gas
production with its own gas production, and to sell such gas as combined
volumes, which was intended to result in higher sales prices due to the larger
sales volumes. In order to cover Smart Energy's sales, administration and
regulatory compliance costs, the Group sold its gas to Smart Energy at a
discount of 2.0% to the gas sales prices achieved by Smart Energy, who sold
the combined volumes in line with market prices. The terms of sale for the
Group's gas to Smart Energy were (i) for 35% of the monthly volume of gas by
the 15(th) of the month following the month of delivery, and (ii) payment of
the remaining balance by the end of that month. This arrangement was
terminated subsequent to the year end.
Ukraine United Kingdom Total
2021 2021 2021
$000 $000 $000
Revenue
Gas sales 95,813 - 95,813
Condensate sales 19,260 - 19,260
Liquefied Petroleum Gas sales 6,280 - 6,280
Total revenue 121,353 - 121,353
Segment result 81,025 (2,832) 78,193
Depreciation and amortisation of non-current assets
(11,958) - (11,958)
Operating profit 66,235
Segment assets 144,941 63,649 208,590
Capital additions* 32,577 - 32,577
*Comprises additions to property, plant and equipment (Note 17)
6. Cost of Sales
2022 2021
$000 $000
Production taxes 25,271 19,926
Depreciation of property, plant and equipment 6,684 10,669
Rent expenses (Note 19) 8,468 8,811
Staff costs (Note 9) 2,149 2,886
Cost of inventories recognised as an expense 1,510 1,708
Transmission tariff for Ukrainian gas system 493 880
Amortisation of mineral reserves (Note 18) 411 482
Other expenses 2,471 2,060
47,457 47,422
A transmission tariff for use of the Ukrainian gas transit system of
UAH101.93/Mm(3) of gas was applicable to the Group (2021: UAH101.93/Mm(3)).
7. Administrative Expenses
2022 2021
$000 $000
Staff costs (Note 9) 4,105 5,019
Consultancy fees 906 923
Depreciation of other fixed assets 297 572
Auditors' remuneration 326 352
Amortisation of other intangible assets 169 235
Rent expenses 248 160
Other expenses 779 1,089
6,830 8,350
Auditors Remuneration
PricewaterhouseCoopers LLP
2022 2021
$000 $000
Audit of the Company and subsidiaries 37 141
Audit of subsidiaries in Ukraine 10 124
Audit related assurances services - interim review - 48
Total assurance services 47 313
- 26
Tax compliance services
Tax advisory services 3 13
Total non-audit services 3 39
Total audit and other services 50 352
Zenith Audit Ltd
2022 2021
$000 $000
Audit of the Company and subsidiaries 139 -
Audit of subsidiaries in Ukraine - -
Audit related assurances services - interim review - -
Total assurance services - -
- -
Tax compliance services
Tax advisory services - -
Total non-audit services - -
Total audit and other services 139 -
8. Remuneration of Directors
2022 2021
$000 $000
Directors' emoluments 1,325 1,115
The emoluments of the individual Directors were as follows:
Total Total
Emoluments emoluments
2022 2021
$000 $000
Executive Directors:
Sergii Glazunov 473 307
Bruce Burrows 546 484
Non-executive Directors:
Chris Hopkinson 124 138
Alexey Pertin 56 62
Yuliia Kirianova 56 62
Dmitry Sazonenko 50 62
Dr Gehrig Schultz* 20 -
1,325 1,115
*appointed 24 August 2022
The emoluments include base salary, bonuses and fees. According to the
Register of Directors' Interests, no rights to subscribe for shares in or
debentures of any Group companies were granted to any of the Directors or
their immediate families during the financial year, and there were no
outstanding options to Directors.
9. Staff Numbers and Costs
The average monthly number of employees during the year (including Executive
Directors) and the aggregate staff costs of such employees were as follows:
Number of employees
2022 2021
Group
Management / operational 166 171
Administrative support 81 92
247 263
The prior year comparative numbers of employees were amended to conform to the
current year presentation. The number of employees includes full-time and
part-time employees.
2022 2021
$000 $000
Wages and salaries 5,729 6,785
Other pension costs 816 1,007
Social security costs 90 113
6,635 7,905
10. Other Operating (Losses)/Gains, (net)
2022 2021
$000 $000
Interest income on cash and cash equivalents 1,888 763
Contractor penalties applied 114 81
Gain on sales of current assets 20 16
Impairment of property, plant and equipment (Note 17) (4,257) -
Other operating (loss)/income, net (1,085) (206)
(3,320) 654
11. Finance Income
2022 2021
$000 $000
Financial instrument: unwinding of discount 1,126 -
Foreign exchange gains less losses - 1,394
1,126 1,394
12. Finance Costs
2022 2021
$000 $000
Unwinding of discount on financial liabilities 996 333
Unwinding of discount on provision for decommissioning (Note 25) 293 250
Interest expense on lease liabilities 121 169
1,410 752
13. Other Losses, (net)
2022 2021
$000 $000
Charitable donations 6,534 76
Foreign exchange (gains)/losses (4,843) 53
Other losses/(gains), net 47 (21)
1,738 108
Charitable donations for the year ended 31 December 2022 comprise humanitarian
aid in for population and armed forces of Ukraine (2021: contributions to the
development of social infrastructure of local communities).
14. Income Tax Expense
a) Income tax expense and (benefit):
2022 2021
$000 $000
Current tax
UK - current year 54 165
UK - prior year - 10
Overseas - current year 14,263 13,130
Overseas - prior year - -
Deferred tax (Note 26)
UK - current year 1,852 2,367
UK - prior year (3,021) -
Overseas - current year (24) (199)
Income tax expense 13,124 15,473
b) Factors affecting tax charge for the year:
The tax assessed for the year is different from the corporation tax in the UK
of 19.00%. The expense for the year can be reconciled to the profit as per the
Income Statement as follows:
2022 2021
$000 $000
Profit before taxation 73,307 66,592
Tax charge at UK tax rate of 19.00% (2021: 19.00%) 13,928 12,652
Tax effects of:
Lower foreign corporate tax rates in Ukraine (18.00%) (2021: 18.00%) (699) (685)
Change in UK tax rate from 19% to 25% starting from 1 April 2023 - 1,168
Disallowed expenses and non-taxable income 6,708 12,038
Previously unrecognised tax losses used to reduce income tax expense (3,792) (9,875)
Adjustments in respect of prior periods (3,021) 175
Total tax expense for the year 13,124 15,473
The tax effect of disallowed expenses and non-taxable income are mainly
represented by foreign exchange differences of Regal Petroleum Corporation
(Ukraine) Limited and the net change in credit loss allowance for loans issued
to subsidiaries and shares in subsidiary undertakings.
The tax effect of losses not recognised as deferred tax assets are mainly
represented by accumulated losses of Regal Petroleum Corporation (Ukraine)
Limited.
15. Loss/Profit for the Year
The Company has taken advantage of the exemption allowed under section 408 of
the Companies Act 2006 and has not presented its own Income Statement in these
financial statements. The Parent Company loss after tax was $6,358,000 for the
year ended 31 December 2022 (2021: profit after tax $16,330,000).
16. Earnings per Share
The calculation of basic earnings per ordinary share has been based on the
profit for the year and 320,637,836 (2021: 320,637,836) ordinary shares, being
the weighted average number of shares in issue for the year. There are no
dilutive instruments.
17. Property, Plant and Equipment
2022 2021
Oil and Gas Development and Production assets Oil and Gas Exploration and Evaluation Assets Other fixed Total Oil and Gas Development and Production assets Oil and Gas Exploration and Evaluation Assets Other fixed assets Total
Ukraine assets Ukraine
Group $000 $000 $000 $000 $000 $000 $000 $000
Cost
At the beginning of the year 163,170 10,110 2,631 175,911 135,966 2,362 2,217 140,545
Additions 12,872 6,549 386 19,807 24,289 7,763 524 32,576
Change in decommissioning provision 2,596 38 - 2,634 (1,921) 70 - (1,851)
Disposals (200) (18) (356) (574) (62) - (187) (249)
Exchange differences (43,183) (3,586) (693) (47,462) 4,898 (85) 77 4,890
At the end of the year 135,255 13,093 1,968 150,316 163,170 10,110 2,631 175,911
Accumulated depreciation and impairment
At the beginning of the year 87,070 - 1,423 88,493 73,816 - 1,067 74,883
Charge for year 6,906 - 301 7,207 10,544 - 343 10,887
Disposals (75) - (57) (132) (25) - (28) (53)
Impairment charged 2,361 1,896 4,257
Exchange differences (23,154) (219) (392) (23,765) 2,735 - 41 2,776
At the end of the year 73,108 1,677 1,275 76,060 87,070 - 1,423 88,493
Net book value at the beginning of the year 76,100 10,110 1,208 87,418 62,150 2,362 1,150 65,662
Net book value at the end of the year 62,147 11,416 693 74,256 76,100 10,110 1,208 87,418
MEX-GOL, SV, SC and VAS gas and condensate fields
In accordance with the Group's accounting policies, oil and gas development
and producing assets are tested for an impairment loss at each balance sheet
date. In assessing whether an impairment loss has occurred, the carrying
amount of the asset is compared to its recoverable amount, which IAS 36
defines as the higher of fair value less cost to sell and value in use.
Management does not believe it possible to measure fair value reliably, due to
both the absence of an active market in which to sell the asset and the
current political and economic climate in Ukraine. Therefore, as in previous
years, management has used value in use, using a discounted cash flow ('DCF')
model, to measure its recoverable amount.
Due to the suspension of the VAS and SC licences for five years, zero
production was attributed for this period in the DCF models.
This resulted in the recognition of an impairment loss for the VAS assets of
$4,256,000 (2012: $nil), to match the carrying value of the asset to its
recoverable value, based on the revised estimate of value in use.
The calculation of value in use is most sensitive to the following
assumptions:
· production levels and reserves at the beginning of 2023 at the MEX-GOL and SV
fields of 31.9 MMboe, at the VAS field of 1.2 MMboe and at the SC licence area
of 10.8 MMboe with zero production for the period of suspension of the VAS and
SC licences;
· commodity prices - the model assumes gas prices of $464/Mm3 in 2023, $581/Mm3
in 2024, decreasing to $509/Mm3 in 2025, $450/Mm3 in 2026 and $300/Mm3 in
subsequent years;
· discount rate applied is 11.66%, determined in real terms;
· production taxes applicable to gas production at variable rates under relevant
legislation;
· capital expenditure allowance for maintenance and development of: MEX-GOL and
SV fields at the level of $750,000 per year, VAS field at the level of
$250,000 per year and SC licence area at the level of $100,000 per year;
· future capital expenditures for a period of five years assumed to be: for the
MEX-GOL and SV fields at the level of $245,700,000, VAS field at the level of
$14,800,000 and SC licence area at the level of $116,700,000;
· life of field for the purpose of the assessment of investments - cash flows
were taken for a period of the full economic life of the respective CGUs (Note
4).
18. Intangible Assets
2022 2021
Mineral reserve rights Exploration and evaluation intangible assets Other intangible assets Total Mineral reserve rights Exploration and evaluation intangible assets Other intangible assets Total
Group $000 $000 $000 $000 $000 $000 $000 $000
Cost
At the beginning of the year 6,810 8,651 752 16,213 6,570 8,286 616 15,472
Additions - - 322 322 - 143 324 467
Disposals - - (27) (27) - (80) (212) (292)
Exchange differences (1,730) (2,218) (187) (4,135) 240 302 24 566
At the end of the year 5,080 6,433 860 12,373 6,810 8,651 752 16,213
Accumulated amortisation
At the beginning of the year 3,439 - 434 3,873 2,855 - 385 3,240
Charge for year 411 - 182 593 482 - 239 721
Disposals - - (27) (27) - - (212) (212)
Exchange differences (925) - (135) (1,060) 102 - 22 124
At the end of the year 2,925 - 454 3,379 3,439 - 434 3,873
Net book value at the beginning of the year 3,371 8,651 318 12,340 3,715 8,286 231 12,232
Net book value at the end of the year 2,155 6,433 406 8,994 3,371 8,651 318 12,340
Intangible assets consist mainly of the hydrocarbon production licence
relating to the VAS field which is held by one of the Group's subsidiaries,
LLC Prom-Enerho Produkt, and a hydrocarbon exploration licence relating to the
Svystunivsko-Chervonolutskyi ("SC") area which is held by LLC Arkona
Gas-Energy. The Group amortises the hydrocarbon production licence relating to
the VAS field using the straight-line method over the term of the economic
life of the VAS field until 2028. The hydrocarbon exploration licence relating
to the SC area is not amortised due to it being in an exploration and
evaluation stage.
In accordance with the Group's accounting policies, intangible assets are
tested for impairment at each balance sheet date as part of the impairment
testing of the Group's oil and gas development and production assets if
impairment indicators exist. As at 31 December 2022, intangible assets were
tested for an impairment loss, however no loss was recognised in the period.
19. Right-of-use Assets
This note provides information for right-of-use assets and leases obligations
where the Group is a lessee.
Amount recognised in the balance sheet:
2022 2021
$000 $000
Right-of-use assets
Properties 150 627
Land 170 242
Wells 44 139
364 1,008
2022 2021
$000 $000
Lease liabilities
Current 229 455
Non-current 258 648
487 1,103
After modification and due to termination of contracts disposals to the
right-of-use assets during the 2022 financial year were $271,000 (2021:
additions to the right-of-use assets after modification were $820,000).
Amounts recognised in the statement of profit or loss:
2022 2021
$000 $000
Depreciation charge
Properties (237) (311)
Land (14) (15)
Wells (5) (34)
(256) (360)
Interest expense (included in finance cost) (121) (169)
Expense relating to short-term leases (included in cost of sales and (228) (142)
administrative expenses)
Expense relating to variable lease payments not included in lease liabilities (8,430) (8,765)
(included in cost of sales)
Expense relating to lease payments for land under wells not included in lease (38) (64)
liabilities (included in cost of sales)
The total cash outflow for leases in 2022 was $12,464,000 (2021: $10,217,000).
20. Investments and Loans to Subsidiary Undertakings
Shares in subsidiary undertakings Loans to subsidiary undertakings Total
$000 $000 $000
Company
As at 1 January 2021 35,287 62,828 98,115
Additions including accrued interest - 15,447 15,447
Disposal of shares in subsidiary (3,322) - (3,322)
Accumulated impairment on disposal of shares in subsidiary 3,322 - 3,322
Repayment of interest and loans - (32,132) (32,132)
Reversal of impairment 3,240 7,672 10,912
Exchange differences - (4,916) (4,916)
As at 31 December 2021 38,527 48,899 87,426
Additions including accrued interest 3 6,740 6,743
Repayment of interest and loans - (1,077) (1,077)
Impairment (7,826) (2,116) (9,942)
Exchange differences - (2,472) (2,472)
As at 31 December 2022 30,704 49,974 80,678
The Company has recorded a loss of $2,116,000, being the net change in
expected credit losses for loans issued to subsidiaries in the Company's
statement of profit or loss for the year ended 31 December 2022 (Note 4).
The Company also recorded a loss of $7,826,000, being the net change in credit
loss allowance for shares in subsidiary undertakings.
The Company's discounted cash flow model used for the assessment of the
investments recoverability, flexed for sensitivities, produced the following
results:
31 December 2022 31 December 2021
$000 $000
Discount rate (increase)/decrease by 1% (247)/220 (641)/676
Change in gas price increase/(decrease) by 10% 1,664/(1,647) 3,388/(3,411)
The table presented below discloses the changes in the gross carrying amount
and credit loss allowance between the beginning and the end of the reporting
period for loans to subsidiary undertakings carried at amortised cost and
classified within a three-stage model for impairment assessment as at
31 December 2022:
Credit loss allowance Gross carrying amount
Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total
(12-months ECL) (lifetime ECL for SICR) (lifetime ECL for credit (12-months ECL) (lifetime ECL for SICR) (lifetime ECL for credit impaired)
impaired)
$000 $000 $000 $000 $000 $000 $000 $000
As at 1 January 2022 (637) - (16,044) (16,681) 12,276 - 53,304 65,580
Movements with impact on credit loss allowance charge for the year:
Modification of loans - - (876) (876) - - 876 876
Additions including accrued interest - - - - 4,958 - 1,782 6,740
Payment of interest - - - - - - (1,077) (1,077)
Repayment of loans - - - - - - - -
Exchange difference - - 120 120 - - (2,592) (2,592)
Changes to ECL measurement model assumptions (1,085) - (1,031) (2,116) - - - -
Total movements with impact on credit loss allowance charge for the year (1,085) - (1,787) (2,872) 4,958 - (1,011) 3,947
As at 31 December 2022 (1,722) - (17,831) (19,553) 17,234 - 52,293 69,527
ECL - Expected credit losses
SICR - Significant increase in credit risk
The table presented below discloses the changes in the gross carrying amount
and credit loss allowance between the beginning and the end of the reporting
period for loans to subsidiary undertakings carried at amortised cost and
classified within a three-stage model for impairment assessment as at
31 December 2021:
Credit loss allowance Gross carrying amount
Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total
(12-months ECL) (lifetime ECL for SICR) (lifetime ECL for credit (12-months ECL) (lifetime ECL for SICR) (lifetime ECL for credit impaired)
impaired)
$000 $000 $000 $000 $000 $000 $000 $000
As at 1 January 2021 - - (20,375) (20,375) - - 83,203 83,203
Movements with impact on credit loss allowance charge for the year:
Modification of loans - - (5,378) (5,378) - - 5,378 5,378
Additions including accrued interest - - - - 12,276 - 3,171 15,447
Payment of interest - - - - - - (3,134) (3,134)
Repayment of loans - - - - - - (28,998) (28,998)
Exchange difference - - 1,400 1,400 - - (6,316) (6,316)
Changes to ECL measurement model assumptions (637) - 8,309 7,672 - - - -
Total movements with impact on credit loss allowance charge for the year (637) - 4,331 3,694 12,276 - (29,899) (17,623)
As at 31 December 2021 (637) - (16,044) (16,681) 12,276 - 53,304 65,580
ECL - Expected credit losses
SICR - Significant increase in credit risk
Subsidiary undertakings
As at 31 December 2022 and 2021, the Company's subsidiary undertakings, all of
which are included in the consolidated financial statements, were:
Registered address Country of Country of operation Principal activity % of shares held
incorporation
31 December 2022 31 December 2021
Regal Petroleum Corporation Limited 3(rd) Floor, Charter Place, 23-27 Seaton Place, St Helier, Jersey, JE4 0WH Jersey Ukraine Oil & Natural Gas Extraction 100% 100%
Regal Petroleum Corporation Limited (Branch Office) 162 Shevchenko Str., Yakhnyky Village, Lokhvytsya District, Poltava Region, Ukraine Oil & Natural Gas Extraction
37212
LLC Arkona Gas-Energy 162 Shevchenko Str., Yakhnyky Village, Lokhvytsya District, Poltava Region, Ukraine Ukraine Exploration and Evaluation for Oil and Natural Gas 100% 100%
37212
LLC Regal 162 Shevchenko Str., Yakhnyky Village, Lokhvytsya District, Poltava Region, Ukraine Ukraine Holding Company 100% 100%
37212
Petroleum Corporation (Ukraine) Limited
LLC Prom-Enerho Produkt 3 Klemanska Str., Kiev, 02081 Ukraine Ukraine Oil & Natural Gas Extraction 100% 100%
Well Investum LLC 58 Yaroslavska str., Kyiv, 04071 Ukraine Ukraine Dormant Company 100% -
*Regal Group Services Limited 16 Old Queen Street, London, SW1H 9HP United Kingdom United Kingdom Service Company 100% 100%
*Regal Petroleum (Jersey) Limited 3(rd) Floor, Charter Place, 23-27 Seaton Place, St Helier, Jersey, JE4 0WH Jersey United Kingdom Holding Company - 100%
*Regal Petroleum (Jersey) Limited was dissolved on 11 November 2022, and Regal
Group Services Limited was dissolved on 21 February 2023.
The Parent Company, Enwell Energy plc, holds direct interests in 100% of the
share capital of Regal Petroleum Corporation Limited, Regal Petroleum
Corporation (Ukraine) Limited, LLC Arkona Gas-Energy and Well Investum LLC,
and a 100% indirect interest in LLC Prom-Enerho Produkt through its 100%
shareholding in Regal Petroleum Corporation (Ukraine) Limited, which owns all
of the share capital of LLC Prom-Enerho Produkt. The Parent Company, Enwell
Energy plc, held a direct interest in 100% of the share capital of Regal Group
Services Limited until it was dissolved on 21 February 2023.
21. Inventories
Group
2022 2021
$000 $000
Current
Materials and spare parts 1,914 1,705
Finished goods 1,444 157
3,358 1,862
Inventories consist of materials, spare parts and finished goods. Materials
and spare parts are represented by spare parts that were not assigned to any
new wells, production raw materials and fuel at the storage facility. Finished
goods consist of produced gas held in underground gas storage facilities and
condensate and LPG held at the processing facility prior to sale.
As at 31 December 2022 allowances for impairment of materials and spare parts
amounted to $705,000 (31 December 2021: $965,000).
All inventories are measured at the lower of cost or net realisable value.
There was no write down of inventory as at 31 December 2022 or 2021.
22. Trade and Other Receivables
Group Company
2022 2021 2022 2021
$000 $000 $000 $000
Trade receivables 46,188 5,308 - -
Other financial receivables 284 200 285 196
Financial aids 11,316 - - -
Less credit loss allowance (433) (140) - -
Total financial receivables 57,355 5,368 285 196
Prepayments and accrued income 4,509 298 249 28
Other receivables 2,574 2,460 81 75
Total trade and other receivables 60,438 8,126 615 299
Due to the short-term nature of the trade and other receivables, their
carrying amount is assumed to be the same as their fair value. All trade and
other financial receivables, except those provided for, are considered to be
of high credit quality.
As at 31 December 2022, the Group's total trade receivables, net of expected
credit losses amounted to $46,033,000 and 100% were denominated in Ukrainian
Hryvnia (31 December 2021: $5,169,000 and 100% were denominated in Ukrainian
Hryvnia). Further description of financial receivables is disclosed in
Note 30.
The majority of the trade receivables were from a related party, LLC Smart
Energy, that purchased all of the Group's gas production (see Note 5). The
applicable payment terms, which were revised in the period, are payment for
35% of the monthly volume of gas by the 15(th) of the month following the
month of delivery, and payment of the remaining balance by the end of that
month. This arrangement was terminated subsequent to the year end.
Analysis by credit quality of financial trade and other receivables and
expected credit loss allowance as at 31 December 2022 is as follows:
Loss rate Gross carrying amount Life-time ECL Carrying amount Basis
$000 $000 $000
Trade receivables from related parties 9,99% 46,003 (126) 45,877 financial position of related party
Trade receivables - -credit impaired 100% 98 (98) - number of days the asset past due
Trade receivables - other 9.99% 87 (1) 86 historical credit losses experienced
Other financial receivables 9.99% 284 (25) 259 individual default rates
Financial aids 11,316 (183) 11,133
Total trade and other receivables for which individual approach for ECL is 57, 788 (433) 57,355
used
Analysis by credit quality of financial trade and other receivables and
expected credit loss allowance as at 31 December 2021 is as follows:
Loss rate Gross carrying amount Life-time ECL Carrying amount Basis
$000 $000 $000
Trade receivables from related parties 5% 5,015 (7) 5,008 financial position of related party
Trade receivables - -credit impaired 100% 132 (132) - number of days the asset past due
Trade receivables - other 0.21% 161 - 161 historical credit losses experienced
Other financial receivables 0.48% 200 (1) 199 individual default rates
Total trade and other receivables for which individual approach for ECL is 5,508 (140) 5,368
used
ECL - Expected credit losses
The following table explains the changes in the credit loss allowance for
trade and other receivables under the simplified ECL model between the
beginning and the end of the year:
2022 2021
$000 $000
Trade and other receivables
Balance as at 1 January 140 133
New originated or purchased 441 24
Financial assets derecognised during the year (172) (19)
Changes in estimates and assumptions 61 (3)
Foreign exchange movements (37) 5
Balance as at 31 December 433 140
23. Cash and Cash Equivalents and Other short-term investments
Group Company
2022 2021 2022 2021
$000 $000 $000 $000
Cash and Cash Equivalents
Cash at bank 33,243 75,457 26,541 63,299
Demand deposits and term deposits with maturity of less than 3 months 55,409 12,323 55,000 -
88,652 87,780 81,541 63,299
Other short-term investments
Demand deposits and term deposits with maturity of more than 3 months but less - 4,762 - -
than a year
- 4,762 - -
Cash at bank earns interest at fluctuating rates based on daily bank deposit
rates. Demand deposits are made for varying periods depending on the immediate
cash requirements of the Group and earn interest at the respective short-term
deposit rates. The terms and conditions upon which the Group's demand deposits
are made allow immediate access to all cash deposits, with no significant loss
of interest.
Group Company
2022 2021 2022 2021
$000 $000 $000 $000
Cash and Cash Equivalents
Ukrainian Hryvnia 6,874 24,249 - -
US Dollars 81,282 63,247 81,046 63,015
British Pounds 223 275 223 275
Euros 273 9 272 9
88,652 87,780 81,541 63,299
Other short-term investments
Ukrainian Hryvnia - 4,762 - -
- 4,762 - -
The credit quality of cash and cash equivalents balances and other short-term
investments may be summarised based on Moody's ratings as follows as at 31
December:
Cash at bank and on hand Demand deposits and term deposits with maturity less than 3 months Demand deposits and term deposits with maturity more than 3 months Total cash and cash equivalents and other short-term investments
2022 2022 2022 2022
$000 $000 $000
A- to A+ rated 26,537 55,000 - 81,537
B- to B+ rated - - - -
C- to C+ rated 3,209 409 - 3,618
Unrated 3,497 - - 3,497
33,243 55,409 - 88,652
Cash at bank and on hand Demand deposits and term deposits with maturity less than 3 months Demand deposits and term deposits with maturity more than 3 months Total cash and cash equivalents and other short-term investments
2021 2021 2021 2021
$000 $000 $000
A- to A+ rated 63,290 - - 63,290
B- to B+ rated 900 8,660 4,762 14,322
Unrated 11,267 3,663 - 14,930
75,457 12,323 4,762 92,542
For cash and cash equivalents and other short-term investments, the Group
assessed ECL based on the Moody's rating for rated banks and based on the
sovereign rating of Ukraine defined by Fitch as "RD" as at 31 December 2022
for non-rated banks. Based on this assessment, the Group concluded that the
identified impairment loss was immaterial.
24. Trade and Other Payables
Group Company
2022 2021 2022 2021
$000 $000 $000 $000
Taxation and social security 3,347 5,031 51 41
Trade payables 1,079 3,404 - -
Accruals and other payables 21,810 3,354 19,909 1,757
Advances received 1,293 517 - -
27,529 12,306 19,960 1,798
The carrying amounts of trade and other payables are assumed to be the same as
their fair values, due to their short-term nature. Financial payables are
disclosed in Note 30.
25. Provision for Decommissioning
2022 2021
$000 $000
Group
At the beginning of the year 5,467 6,819
Amounts provided 137 198
Unwinding of discount 293 250
Change in estimate 2,497 (2,049)
Effect of exchange difference (1,430) 249
At the end of the year 6,964 5,467
The provision for decommissioning is based on the net present value of the
Group's estimated liability for the removal of the Ukrainian production
facilities and well site restoration at the end of production life.
The non-current provision of $6,964,000 (31 December 2021: $5,467,000)
represents a provision for the decommissioning of the Group's MEX-GOL, SV, VAS
and SC production and exploration facilities, including site restoration.
The change in estimates applied to calculate the provision as at 31 December
2022 is explained in Note 4.
The principal assumptions used are as follows:
31 December 2022 31 December 2021
Discount rate 4,76% 6.29%
Average cost of restoration per well ($000) 326 348
The sensitivity of the restoration provision to changes in the principal
assumptions to the provision balance and related asset is presented below:
31 December 2022 31 December 2021
$000 $000
Discount rate (increase)/decrease by 1% (561)/665 (723)/860
Change in average cost of well restoration increase/ (decrease) by 10% 451/(451) 353/(353)
26 Deferred Tax
2022 2021
$000 $000
Deferred tax (liability)/asset recognised relating to oil and gas development
and production assets at the MEX-GOL-SV fields and provision for
decommissioning
At the beginning of the year (5,197) (2,705)
Charged to Income Statement - UK current year (1,852) (2,367)
Charged to Income Statement - UK prior year 3,021 -
Effect of exchange difference 796 (125)
At the end of the year (3,232) (5,197)
2022 2021
$000 $000
Deferred tax asset/(liability) recognised relating to development and
production assets at the VAS field and provision for decommissioning
At the beginning of the year 361 167
Credited to Income Statement - overseas current year 24 199
Effect of exchange difference (98) (5)
At the end of the year 287 361
There was a further $77,072,000 (31 December 2021: $76,443,000) of
unrecognised UK tax losses carried forward. These losses can be carried
forward indefinitely, subject to certain rules regarding capital transactions
and changes in the trade of the Company. No deferred tax asset in the amount
of $14,643,680 has been recognised as insufficient future taxable profits are
forecast against which these UK tax losses could be offset.
The deferred tax asset relating to the Group's provision for decommissioning
as at 31 December 2022 of $449,000 (31 December 2021: $457,000) was
recognised on the tax effect of the temporary differences of the Group's
provision for decommissioning at the MEX-GOL and SV fields, and its tax base.
The deferred tax liability relating to the Group's development and production
assets at the MEX-GOL and SV fields as at 31 December 2022 of $3,681,000 (31
December 2021: $5,654,000) was recognised on the tax effect of the temporary
differences between the carrying value of the Group's development and
production asset at the MEX-GOL and SV fields, and its tax base. The deferred
tax liability will be settled more than twelve months after the reporting
period.
The deferred tax asset relating to the Group's provision for decommissioning
as at 31 December 2022 of $310,000 (31 December 2021: $315,000) was recognised
on the tax effect of the temporary differences on the Group's provision on
decommissioning at the VAS field, and its tax base. The deferred tax liability
relating to the Group's development and production assets at the VAS field as
at 31 December 2022 of $23,000 (31 December 2021: deferred tax asset of
$46,000) was recognised on the tax effect of the temporary differences between
the carrying value of the Group's development and production asset at the VAS
field, and its tax base. The deferred tax assets are expected to be recovered
more than twelve months after the reporting period.
Losses accumulated in a Ukrainian subsidiary service company of UAH
877,268,000 ($23,990,000) as at 31 December 2022 and UAH 835,298,000
($30,621,000) as at 31 December 2021 mainly originated as foreign exchange
differences on inter-company loans and for which no deferred tax asset was
recognised as this subsidiary is not expected to have taxable profits to
utilise these losses in the future.
As at 31 December 2022 and 2021, the Group has not recorded a deferred tax
liability in respect of taxable temporary differences associated with
investments in subsidiaries as the Group is able to control the timing of the
reversal of those temporary differences and does not intend to reverse them in
the foreseeable future.
UK Corporation tax change
The current Corporation tax rate of 19% generally applies to all companies
whatever their size. From 1 April 2023, this rate will cease to apply and will
be replaced by variable rates ranging from 19% to 25%. A small profits rate of
19% will apply to companies whose profits are equal to or less than £50,000.
The main Corporation Tax rate is increased to 25% and will apply to companies
with profits in excess of £250,000.
Double tax treaty
On 30 October 2019, the Parliament of Ukraine voted for ratification of a
Protocol changing the Double Tax Treaties between Ukraine and the United
Kingdom. The Protocol and the new Treaty will enter into force upon completion
of ratification formalities, and for the purposes of withholding tax, commence
applying from 1 January 2020. The Group accrues and pays withholding tax on
current amounts of interest at the moment when such interest accrues and is
paid.
27. Called Up Share Capital
2022 2021
Number $000 Number $000
Allotted, called up and fully paid
Opening balance as at 1 January 320,637,836 28,115 320,637,836 28,115
Issued during the year - - - -
Closing balance as at 31 December 320,637,836 28,115 320,637,836 28,115
There are no restrictions over ordinary shares issued. The Company is a public
company limited by shares.
28. Other Reserves
The holders of ordinary shares are entitled to receive dividends as declared
and are entitled to one vote per share at any general meeting of shareholders.
Other reserves, the movements in which are shown in the statements of changes
in equity, comprise the following:
Capital contributions reserve
The capital contributions reserve is non-distributable and represents the
value of equity invested in subsidiary entities prior to the Company listing.
Merger reserve
The merger reserve represents the difference between the nominal value of
shares acquired by the Company and those issued to acquire subsidiary
undertakings. This balance relates wholly to the acquisition of Regal
Petroleum (Jersey) Limited and that company's acquisition of Regal Petroleum
Corporation Limited during 2002.
Foreign exchange reserve
Exchange reserve movement for the year attributable to currency fluctuations.
This balance predominantly represents the result of exchange differences on
non-monetary assets and liabilities where the subsidiaries' functional
currency is not the US Dollar.
29. Reconciliation of Operating Profit to Operating Cash Flow
2022 2021
$000 $000
Group
Operating profit 75,773 66,235
Depreciation and amortisation 7,837 11,958
Less interest income recorded within operating profit (1,888) (763)
Impairment of property, plant and equipment 4,256
Fines and penalties received (114) (81)
Gain on sales of current assets, net (20) (16)
Net (gain)/loss on sale of non-current assets (44) (16)
Change in working capital: -
Increase in provisions 117 (6)
(Increase)/decrease in inventory (1,480) (104)
(Increase)/decrease in receivables (56,849) (4,463)
Increase/(decrease) in payables 19,953 4,902
Cash generated from operations 47,541 77,646
2022 2021
$000 $000
Company
Operating profit (8,112) 11,591
Interest received (2,740) (3,447)
Change in working capital:
Movement in provisions (including impairment of subsidiary loans) 9,942 (10,912)
Decrease/(increase) in receivables (316) 136
(Decrease)/increase in payables 22,917 (188)
Cash used in operations 21,691 (2,820)
30. Financial Instruments
Capital Risk Management
The Group defines its capital as equity. As at 31 December 2022, net assets
were $200,659,000 (31 December 2021: $178,517,000). The primary source of the
Group's liquidity has been cash generated from operations. The Group's
objectives when managing capital are to safeguard the Group's and the
Company's ability to continue as a going concern in order to provide returns
for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets.
The capital structure of the Group consists of equity attributable to the
equity holders of the parent, comprising issued share capital, share premium,
reserves and retained earnings.
There are no capital requirements imposed on the Group.
Financial Risk Management
The Group's financial instruments comprise cash and cash equivalents and
various items such as debtors and creditors that arise directly from its
operations. The Group has bank accounts denominated in British Pounds, US
Dollars, Euros and Ukrainian Hryvnia. The Group does not have any external
borrowings. The main future risks arising from the Group's financial
instruments are currently currency risk, interest rate risk, liquidity risk
and credit risk.
The Group's financial assets and financial liabilities comprise the following:
Financial Assets
2022 2021
$000 $000
Group
Cash and cash equivalents 88,652 87,780
Other short-term investments - 4,762
Trade and other financial receivables 46,039 5,368
134,691 97,910
2022 2021
$000 $000
Company
Cash and cash equivalents 81,541 63,299
Loans to subsidiary undertakings 49,974 48,899
131,515 112,198
Financial Liabilities
2022 2021
$000 $000
Group
Lease liabilities 487 1,103
Trade and other payables 1,079 3,404
Other financial liabilities 20,422 2,244
21,988 6,751
2022 2021
$000 $000
Company
Trade and other payables 19,923 1,767
19,923 1,767
Financial assets and financial liabilities are measured at amortised cost,
which approximates their fair value as the instruments are mostly short-term.
Assets and liabilities of the Group where fair value is disclosed are level 2
in the fair value hierarchy and valued using the current cost accounting
technique.
Financial instruments that potentially subject the Group to concentrations of
credit risk consist primarily of cash and cash equivalents and accounts
receivable, and financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and cash equivalents
and loans to subsidiary undertakings.
Currency Risk
The functional currencies of the Group's entities are US Dollars and Ukrainian
Hryvnia. The following analysis of net monetary assets and liabilities shows
the Group's currency exposures. Exposures comprise the monetary assets and
liabilities of the Group that are not denominated in the functional currency
of the relevant entity.
2022 2021
Currency $000 $000
British Pounds 223 275
US Dollars 235 234
Euros 273 9
Net monetary assets less liabilities 731 518
The Group's exposure to currency risk at the end of the reporting period is
not significant due to immaterial balances of monetary assets and liabilities
denominated in foreign currencies.
The sensitivity of the exchange rate of US Dollars is presented below:
31 December 2022 31 December 2021
$000 $000
Increase/(decrease) by 10% 23/(23) 23/(23)
The prior year comparative figures were amended to conform to the current year
presentation.
Interest Rate Risk Management
The Group is not exposed to interest rate risk on financial liabilities as
none of the entities in the Group have any external borrowings. The Group does
not use interest rate forward contracts and interest rate swap contracts as
part of its strategy.
The Group is exposed to interest rate risk on financial assets as entities in
the Group hold money market deposits at floating interest rates. The risk is
managed by fixing interest rates for a period of time when indications exist
that interest rates may move adversely.
The Group's exposure to interest rates on financial assets and financial
liabilities are detailed in the liquidity risk section below.
Interest Rate Sensitivity Analysis
The sensitivity analysis below has been determined based on exposure to
interest rates for non-derivative instruments at the balance sheet date. A
0.5% increase or decrease is used when reporting interest rate risk internally
to key management personnel and represents management's assessment of a
reasonably possible change in interest rates.
If interest rates earned on money market deposits had been 0.5% higher / lower
and all other variables were held constant, the Group's:
· profit for the year ended 31 December 2022 would increase by $97,000 in the
event of 0.5% higher interest rates and decrease by $97,000 in the event of
0.5% lower interest rates (profit for the year ended 31 December 2021 would
increase by $136,000 in the event of 0.5% higher interest rates and decrease
by $136,000 in the event of 0.5% lower interest rates).
· This is mainly attributable to the Group's exposure to interest rates on its
money market deposits; and other equity reserves would not be affected (2021:
not affected)
Interest payable on the Group's liabilities would have an immaterial effect on
the profit or loss for the year.
Liquidity Risk
The Group's objective throughout the year has been to ensure continuity of
funding. Operations have primarily been financed through revenue from
Ukrainian operations.
The table below shows liabilities by their remaining contractual maturity. The
amounts disclosed in the maturity table are the contractual undiscounted cash
flows including future interest. Such undiscounted cash flows differ from the
amount included in the statement of financial position because the statement
of financial position amount is based on discounted cash flows and does not
include the interest that will be accrued in future periods.
When the amount payable is not fixed, the amount disclosed is determined by
reference to the conditions existing at the reporting date. Foreign currency
payments are translated using the spot exchange rate at the end of the
reporting period. The maturity analysis of financial liabilities as at 31
December 2022 is as follows:
As at 31 December 2022 On demand and less than 1 month From 1 to 3 months From 3 to 12 months From 12 months to 5 years More than 5 years Total
$000 $000 $000 $000 $000 $000
Liabilities
Trade and other payables 21,194 - 307 - - 21,501
Lease liabilities 29 60 284 492 367 1,232
Other non-current liabilities - - - 106 170 276
Total future payments, including future principal and interest payments 21,223 60 591 598 537 23,009
The maturity analysis of financial liabilities as at 31 December 2021 is as
follows:
As at 31 December 2021 On demand and less than 1 month From 1 to 3 months From 3 to 12 months From 12 months to 5 years More than 5 years Total
$000 $000 $000 $000 $000 $000
Liabilities
Trade and other payables 4,030 1,618 - - - 5,648
Lease liabilities 39 80 381 661 492 1,653
Other non-current liabilities - - - 142 256 398
Total future payments, including future principal and interest payments 4,069 1,698 381 803 748 7,699
Details of the Group's cash management policy are explained in Note 23.
Liquidity risk for the Group is further detailed under the Principal Risks
section above.
Credit Risk
Credit risk principally arises in respect of the Group's cash balance. For
balances held outside Ukraine, where $81,537,000 of the overall cash and cash
equivalents is held (31 December 2021: $63,299,000), the Group only deposits
cash surpluses with major banks of high quality credit standing (Note 23). As
at 31 December 2022, the remaining balance of $7,115,000 of cash and cash
equivalents and other short-term investments was held in Ukraine (31 December
2021: $29,243,000). As at 31 December 2022, Standard & Poor's affirmed
Ukraine's sovereign credit rating of 'CCC+', Outlook Stable. There is no
international credit rating information available for the specific banks in
Ukraine where the Group currently holds its cash and cash equivalents.
The Group has taken steps to diversify its banking arrangements between a
number of banks in Ukraine and increased the quality of cash placed with UK
and European banking institutions. These measures are designed to spread the
risks associated with each bank's creditworthiness. Management considers the
credit risk to be immaterial.
Interest Rate Risk Profile of Financial Assets
The Group had the following cash and cash equivalent and other short-term
investments balances which are included in financial assets as at 31 December
with an exposure to interest rate risk:
Currency Total Floating rate financial assets Fixed rate financial assets Total Floating rate financial assets Fixed rate financial assets
2022 2022 2022 2021 2021 2021
$000 $000 $000 $000 $000 $000
Euros 273 273 - 9 9 -
British Pounds 223 223 - 275 275 -
Ukrainian Hryvnia 6,874 - 6,874 29,011 - 29,011
US Dollars 81,282 81,282 - 63,247 63,247 -
88,652 81,778 6,874 92,542 63,531 29,011
Cash deposits included in the above balances comprise term deposits with
maturity less than 3 months of $55,409,000 and no term deposits with maturity
more than 3 months but less than a year (2021: term deposits with maturity
less than 3 months of $12,323,000 and term deposits with maturity more than 3
months but less than a year of $4,762,000).
As at 31 December 2022, cash and cash equivalents of the Company of
$81,046,000 were held in US Dollars at a floating rate (2021: $63,015,000).
Interest Rate Risk Profile of Financial Liabilities
As at 31 December 2022 and 2021, the Group had no interest bearing financial
liabilities at the year end.
Maturity of Financial Liabilities
The maturity profile of financial liabilities, on an undiscounted basis, is as
follows:
2022 2021
$000 $000
Group
In one year or less 21,988 6,148
21,988 6,148
2022 2021
$000 $000
Company
In one year or less 19,923 1,767
19,923 1,767
Borrowing Facilities
As at 31 December 2022 and 2021, the Group did not have any borrowing
facilities available to it.
Fair Value of Financial Assets and Liabilities
The fair value of all financial instruments is not materially different from
the book value.
31. Contingencies and Commitments
Amounts contracted in relation to the Group's 2022 investment programme in the
MEX-GOL, SV, VAS and SC fields in Ukraine, but not provided for in the
financial statements at 31 December 2022, were $156,000 related to Oil and
Gas Exploration and Evaluation assets and $8,607,000 related to Oil and Gas
Development and Production assets (2021: $3,101,000 related to Oil and Gas
Exploration and Evaluation assets and $2,674,000 related to Oil and Gas
Development and Production assets).
Since 2010, the Group has been in dispute with the Ukrainian tax authorities
in respect of VAT receivables on imported leased equipment, with a disputed
liability of up to UAH 8,487,000 ($302,000) inclusive of penalties and other
associated costs. There is a level of ambiguity in the interpretation of the
relevant tax legislation, and the position adopted by the Group has been
challenged by the Ukrainian tax authorities, which has led to legal
proceedings to resolve the issue. The Group had been successful in three court
cases in respect of this dispute in courts of different levels. On 20
September 2016, a hearing was held in the Supreme Court of Ukraine of an
appeal of the Ukrainian tax authorities against the decision of the Higher
Administrative Court of Ukraine, in which the appeal of the Ukrainian tax
authorities was upheld. As a result of this appeal decision, all decisions of
the lower courts were cancelled, and the case was remitted to the first
instance court for a new trial. On 1 December 2016 and 7 March 2017
respectively, the Group received positive decisions in the first and second
instance courts, but no appointment of hearings has been settled yet. No
liability has been recognised in these consolidated financial statements for
the year ended 31 December 2022 (31 December 2021: nil), as the Group has
been successful in previous court cases in respect of this dispute in courts
of different levels, the date of the next legal proceedings has not been set
and as management believes that adequate defences exist to the claim.
In March 2019, the State Geologic and Subsoil Survey of Ukraine published an
Order for suspension dated 11 March 2019 (the "VAS Order") in respect of the
VAS production licence held by LLC Prom-Enerho Produkt ("PEP"). PEP disputed
the VAS Order and issued legal proceedings in the Ukrainian Courts to
challenge the VAS Order, and these legal proceedings progressed through the
various levels of the Ukrainian Court system, with PEP being successful at
each level. The proceedings ultimately reached the Supreme Court of Ukraine,
which, by a decision dated 23 February 2023 upheld PEP's appeal and cancelled
the VAS Order. The Supreme Court is the final appellate court in the legal
proceedings and therefore this decision is final.
In September 2021, an entity named JV Boryslav Oil Company ("Boryslav"), which
is 25.0999% owned by PJSC Ukrnafta ("Ukrnafta"), issued legal proceedings,
claiming that irregular procedures were followed in the grant of the SC
exploration licence, against the State Geologic and Subsoil Survey of Ukraine,
the State Commission of Ukraine for Mineral Resources and LLC Arkona
Gas-Energy ("Arkona"), as defendants, with Ukrnafta named as a third party. In
this claim, the First Instance Court in Ukraine made a ruling in January 2022
in favour of Boryslav, and on 2 November 2022, the Appellate Administrative
Court also made a ruling in favour of Boryslav to uphold the decision of the
First Instance Court. Arkona appealed the decision of the Appellate
Administrative Court to the Supreme Court, and on 3 May 2023, the Supreme
Court published its decision to allow Arkona's appeal and overturn the ruling
made by the Appellate Administrative Court. The Supreme Court represents the
final appellate court in these legal proceedings, and accordingly, the
decision of the Supreme Court is final.
32. Related Party Disclosures
Key management personnel of the Group are considered to comprise only the
Directors. Details of Directors' remuneration are disclosed in Note 8.
During the year, Group companies entered into the following transactions with
related parties who are not members of the Group:
Total LLC Smart Energy Other Total LLC Smart Energy Other
2022 2022 2022 2021 2021 2021
$000 $000 $000 $000 $000 $000
Sale of goods/services 113,787 113,741 46 95,342 95,340 2
Purchase of goods/services 1,061 571 490 1,099 - 1,099
Amounts owed by related parties 56,230 56,227 3 5,008 5,008 -
Amounts owed to related parties 20,603 20,576 27 912 901 11
All related party transactions were with subsidiaries of the ultimate Parent
Company, and primarily relate to the sale of gas (see Note 5 for more
details), the rental of office facilities and a vehicle and the sale of
equipment. The amounts outstanding were unsecured and will be settled in cash.
As at the date of this report, none of the Company's controlling parties
prepares consolidated financial statements available for public use.
33. Post Balance Sheet Events
The ongoing war in Ukraine means that the fiscal, economic and humanitarian
situation in Ukraine is unstable and extremely challenging and the final
resolution and consequences of the ongoing war are hard to predict, but they
may have a further serious impact on the Ukrainian economy and business of the
Group. Management continues to identify and mitigate, where possible, the
impact on the Group, but the majority of these factors are beyond their
control, including the duration and severity of war, as well as the further
actions of various governments and diplomacy.
In January 2023, the Company was notified that there had been a restructuring
of the ownership of the PJSC Smart-Holding Group, a member of which held a
major shareholding in the Company, and which was ultimately controlled by Mr
Vadym Novynskyi ("Mr Novynskyi"). Under this restructuring, which occurred
with effect from 1 December 2022, Mr Novynskyi disposed of his major indirect
shareholding interest in the Company to two trusts registered in Cyprus named
the SMART Trust and the STEP Trust. In early December 2022, the Ukrainian
Government imposed sanctions on Mr Novynskyi.
In December 2022, new legislation, Law No. 2805-IX, relating to the natural
resources sector was enacted in Ukraine, which came into force on 28 March
2023. This legislation includes provisions that if the ultimate beneficial
owner of a mineral or hydrocarbon licence becomes the subject of sanctions in
Ukraine, then the State Geologic and Subsoil Survey of Ukraine (the "SGSS")
may suspend or revoke that licence. Following Law No. 2805-IX coming into
force on 28 March 2023, the Ukrainian authorities have taken a number of
regulatory actions against certain of the Group's subsidiary companies in
Ukraine.
These regulatory actions included conducting a search at the Group's Yakhnyky
office, from where the MEX-GOL and SV fields are operated, and placing certain
physical assets of the Ukrainian branch (representative) office of Regal
Petroleum Corporation Limited ("RPC") and LLC Arkona Gas-Energy ("Arkona")
(which respectively hold the MEX-GOL and SV fields and the SC exploration
licence) under seizure, thereby restricting any actions that would change
registration of the property rights relating to such assets, although the use
of such assets was not restricted and therefore the Group has been able to
continue to operate and produce gas and condensate from the MEX-GOL and SV
fields. In addition, the regulatory actions included the freezing of gas
volumes held in gas storage on behalf of RPC (to a value of $0.27 million) and
LLC Prom-Enerho Produkt ("PEP") (to a value of $0.31 million). Furthermore,
the Ministry of Justice of Ukraine (the "MoJ") made an Order cancelling the
registration entry made on behalf of a subsidiary of the Company named LLC
Regal Petroleum Corporation (Ukraine) Limited in the Unified State Register of
Legal Entities, Individuals-entrepreneurs and Civil Institutions of Ukraine
(the "State Register") relating to the ultimate beneficial owners of such
company, which were stated as the trustees of the SMART Trust and STEP Trust
as previously notified to the Company, thereby restoring the
previous entry in the State Register, Mr Novynskyi. Furthermore, the SGSS
issued an Order to RPC requiring that additional information be provided
and/or violations be eliminated in the disclosures relating to the ultimate
beneficial owners of the MEX-GOL and SV licences respectively.
On 2 May 2023, the MoJ made further Orders cancelling the registration entry
made on behalf of three further Ukrainian subsidiaries of the Company, being
PEP, Arkona and LLC Well Investum ("Well Investum") respectively in the State
Register relating to the ultimate beneficial owners of such companies, which
again were stated as the trustees of the SMART Trust and STEP Trust, thereby
restoring the previous entry, Mr Novynskyi. PEP holds the VAS production
licence, Arkona holds the SC exploration licence and Well Investum is a
dormant company.
Following the issuance of the abovementioned Orders by the MoJ, Mr Novynskyi
is registered in the State Register as the ultimate beneficial owner of each
of PEP and Arkona, and is consequently recognised by the SGSS as the ultimate
beneficial owner of each of the VAS production licence and SC exploration
licence. As a result, on 4 May 2023, the SGSS issued orders suspending the VAS
production licence and SC exploration licence for a period of 5 years
effective from that date. Accordingly, the Company ceased all field and
production operations on the VAS and SC licence areas.
The Group is consulting with its legal advisers in order to determine
appropriate actions to protect its legal rights in relation to the above
regulatory actions by the Ukrainian authorities.
On 15 June 2023, the Company paid an interim dividend of 15 pence per ordinary
share, aggregating approximately £48.1 million in total, which was the
Company's first ever dividend payment to its shareholders.
In July 2023, new legislation was introduced in Ukraine, which will come into
force in September 2024, and which requires that branches (or representative
offices) of foreign companies operating in Ukraine register their ultimate
beneficial owners in Ukrainian Registries. Regal Petroleum Corporation Ltd
("RPC"), which holds the MEX-GOL and SV licences, operates such a branch and
will therefore be required to register its ultimate beneficial owners from the
implementation of this law, which raises a potential risk that such
registration will not be accepted by the Ukrainian authorities, and possibly
result in regulatory action against RPC and/or its licences and assets,
including suspension of the MEX-GOL and SV licences.
34. Auditor's Limitation Liability Agreement
An Auditor's Limitation of Liability Agreement has been entered into, subject
to shareholders approval, for the financial period ended 31 December 2022. The
principal terms and conditions are below:
- The Agreement limits the amount of any liability owed to the Company by the
Auditor in respect of any negligence, default, breach of duty or breach of
trust, occurring in the course of the audit of the Company's financial
statements for the year ended 31 December 2022, for which the Auditor may
otherwise be liable to the Company.
- The Agreement also stipulates the maximum aggregated amount payable in event
of any of the circumstances stated above.
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