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REG - Serica Energy PLC - Final Results

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RNS Number : 7908L  Serica Energy PLC  24 April 2024

Serica Energy plc

("Serica" or the "Company")

 

Results for the year ended 31 December 2023

London, 24 April 2024 - Serica Energy plc (AIM: SQZ), a British independent
upstream oil and gas company with operations in the UK North Sea today
announces its audited financial results for the year ended 31 December
2023. The results are included below and copies are available at
www.serica-energy.com (http://www.serica-energy.com) and www.sedar.com
(http://www.sedar.com) .

 

 

Commenting on the results, David Latin, Serica's Chairman and incoming Interim
CEO, stated:

 

"I am very pleased that Serica has delivered a strong set of results for 2023
despite significantly lower sales prices compared to 2022 and a full year of
the UK marginal tax rate being at 75%. Any 'windfall' due to high commodity
prices has long gone and the high tax situation is ill-suited to a mature oil
and gas basin such as the UK North Sea. Its continuation will not benefit
people in the UK either financially or environmentally.

 

The resilience of Serica's financial position allows the Company to maintain
the final dividend at 14p per share meaning an increase in the total dividend
for 2023 to 23p per share compared to 22p per share in respect of 2022.
Furthermore, the £15 million share buyback initiated today is a demonstration
of the Board's confidence in 2024 cash flows and the longer-term value of the
Company's assets.

 

By virtue of its financial strength and in-house skills, Serica is able to
combine cash returns to shareholders with growth through investment in its
assets and an ambitious, while disciplined, M&A effort. This situation is
a testament to the achievements of everyone in Serica.

 

Finally, I would like to take this opportunity to reiterate the Board's
appreciation for Mitch Flegg's very significant contribution to the Company
over many years, most recently as CEO since 2018."

 

Mitch Flegg, Serica's outgoing CEO, stated:

 

"The completion of the Tailwind acquisition in March 2023 represented a step
change in the scale and diversity of Serica's portfolio. The merits of seeking
diversity and organic growth opportunities through the transaction have been
borne out by the sharp decline in gas prices relative to oil prices during
2023 and Serica maintaining its track record of more than replacing production
through reserves additions in both the Bruce and Triton production hubs.
Moreover, there are further growth opportunities within the Company's existing
producing fields and other assets in Serica's portfolio, such as the potential
Buchan Horst project.

My term as CEO ends with these results. More than the metrics of the last six
years, it is the quality of the team we have built at Serica that gives me the
most satisfaction and pride. Clearly, the BKR and Tailwind transactions
represented the most significant organisational changes. Creating the culture
and expertise of an organisation like Serica, however, is an everyday process
that involves everyone in the Company. I am grateful to far too many people to
mention here.

The result of the last several years is that Serica combines distinctive
financial and operational strengths with a high-quality team, providing a
platform for further returns to shareholders through investment and M&A."

2023 Summary

 

·      Acquisition of Tailwind Energy Investment Ltd completed 23 March
2023.

 

·      Proforma production from the combined Serica and Tailwind
portfolios averaged 40,121 boe per day during 2023 as a whole. Equity
production for the year as reported (excluding Tailwind volumes between 1
January and 23 March 2023) averaged 35,167 boe per day (Serica net production
in 2022: 26,200 boe per day).

 

·    Serica 2P reserves increased to 140.3 million boe at 31 December 2023
(31 December 2022: 76.9 million boe) with net upwards reserves revisions of
23.5 million boe and a proforma reserves replacement ratio of 179% for the
combined Serica and Tailwind portfolio.

 

·    EBITDAX of £381.4 million (2022: £616.5 million) reflecting an
average realised sales price after hedging of $63 per boe compared to $104 per
boe in 2022.

 

·      Final 2023 dividend of 14p per share recommended (2022: 14p per
share), bringing 2023 full year total to 23p per share compared to 22p per
share for 2022, an increase of 4.5%.

 

Financial

 

·      Average 2023 realised sales price, after hedging, of
approximately US$63 per boe (2022: US$104 per boe) comprising average realised
prices for gas of 93 pence per therm, oil of US$71 per barrel and NGLs of
£363 per tonne.

 

·      Revenue of £632.6 million (2022: £812.4 million), largely
reflecting lower natural gas prices partially offset by nine months of
production contribution from the Tailwind assets.

 

·      EBITDAX of £381.4 million (2022: £616.5 million) reflecting the
lower commodity prices whilst operating costs increased largely in line with
higher production, albeit with some inflationary impact.

 

·      Profit before tax of £305.6 million (2022: £488.2 million).

 

·      Profit after tax of £103.0 million (2022: £177.8 million)
reflecting current tax charges of £183.3 million (2022: £277.7 million)
deriving an effective tax rate of 48% (2022: 45%), notwithstanding an increase
in the marginal overall rate of tax on UK oil and gas production to 75% during
2023 and with the benefit for only nine rather than twelve months of
Tailwind's brought forward tax losses.

 

·      Cash flow from operations, after deduction of 2023 current tax,
of £195 million(( 1 )) (2022: £427 million). Serica considers this measure
to be representative of the cash generation of the business prior to
discretionary decisions regarding capital allocation.

 

·      Capital expenditure (including exploration and abandonment) of
£79.2 million largely comprising Bruce well work and long lead items for the
Triton area drilling campaign commencing in 2024 (2022: £98.3 million).

 

·      Cash dividends paid of £88.8 million (2022: £46.3 million) for
2022 Final and 2023 Interim dividends.

 

·      Gross cash and cash equivalents, including £28 million of cash
security temporarily lodged with a third party in respect of decommissioning
obligations, of £291.0 million at 31 December 2023 (2022: £432.5 million)
after capital expenditure (£79.2 million), dividends (£88.8 million) and tax
paid (£279.5 million).

 

·      Amount drawn at 31 December 2023 under the RBL facility assumed
with the Tailwind acquisition of US$271.2 million (£213.0 million).

 

·      Net cash of £78.0 million (2022: £432.5 million).

 

·      Executed a refinancing into new six-year US$525 Reserve Base
Lending ("RBL") facility with a syndicate of international banks (facility
completed and borrowings assumed with the Tailwind acquisition were repaid in
January 2024).

 

Operational

 

·      Updated independent audit of field reserves reported Serica's
share of estimated remaining 2P reserves as 140.3 million boe at 31 December
2023 increased from 76.9 million boe at 31 December 2022. Movements in the
year include:

o  Acquisitions of 52.2 million boe relating to the completion of the
acquisition of Tailwind Energy Investments Ltd on 23 March 2023.

o  Net upward revisions of 23.5 million boe reflecting better than expected
production performance in the Rhum and Gannet E fields, the movement of
Belinda from contingent resources to 2P reserves and the maturing of projects
to enhance production from the Bruce and Rhum fields.

 

·      A series of surveillance and interventions carried out on several
Bruce wells by means of platform based and Light Well Intervention Vessel
("LWIV") activities. These interventions delivered incremental near-term
production and identified additional intervention opportunities for future
well campaigns.

 

·      The GE-04 well on the Gannet E field came onstream in February
2023 and achieved initial rates higher than pre-drill estimates. This
contributed to the Triton hub reaching gross production levels in excess of
30,000 boe per day for the first time in ten years.

 

·      A 'walk to work' campaign was conducted on the Triton FPSO,
continuing the maintenance and upgrades that have been pivotal in improving
the performance of the facilities and hydrocarbon throughput. A key item of
work currently is the replacement of the Triton control system, which is
planned to be completed during a further 'walk to work' campaign planned in
2024.

 

·      Work was carried out to remove power supply vulnerabilities to
the Rhum field including the installation of a new power umbilical on one of
the three Rhum production wells.

 

·      Planned shutdowns in 2023 of both the Bruce and Triton hubs to
carry out essential maintenance and life extension work were extended
unexpectedly. On Bruce, it was decided to make permanent rather than temporary
repairs to issues identified on the flare tower during an inspection, which,
in combination with bad weather, caused an approximate one-month overrun. The
Triton shutdown was extended due to a combination of equipment and control
system issues, which are now resolved.

 

·      Serica elected to relinquish the P.2501 North Eigg licence
following the evaluation of the results of the exploration well on the
prospect in 2022. The relinquishment will be completed during 2024.

 

ESG

 

·      Achieved lowest Scope 1 Carbon Intensity (16.36kg CO(2)/boe)
since taking operatorship of Bruce.

 

·      Received Supply Chain Principles Gold Award for companies
demonstrating outstanding commitment to business relationships.

 

·      33% reduction in methane emissions compared to 2022.

 

·      Awarded Gold Standard Pathway for methane reduction and
monitoring plans from the Oil and Gas Methane Partnership (OGMP) 2.0.

 

Outlook

 

·      The Triton area drilling campaign started earlier this month with
the first well in the programme being the B1z sidetrack on the Bittern field.
The programme using the COSLInnovator rig now comprises five wells with the
addition of the 100% owned Belinda development well. Serica has taken a final
investment decision on Belinda and is waiting for NSTA approval of the field
development plan.

 

·      An extensive programme of well interventions is being carried out
on the Bruce and Keith fields during 2024. It is hoped to bring the Keith
field back into regular production during this year.

 

·      Capital expenditure in 2024 (cash spent) is estimated at around
£170 million, based on sanctioned projects previously disclosed, plus up to
£25 million on the newly sanctioned Belinda development.

 

·      The production guidance range for 2024 is updated to 41,000 -
46,000 boe/d. The narrowing of the range from 41,000 - 48,000 boe/d factors in
the unplanned shut-in of Erskine (production recently restarted and expected
to ramp up), production to date in 2024 from the rest of the portfolio and the
later than expected start of the Triton area drilling programme.
Notwithstanding the shut-in of Erskine, production in 2024 year-to-date(( 2 ))
has averaged about 45,400 boe per day. Production in the second half of 2024
will be impacted by the planned 40-day shutdown of the Triton area for
maintenance work.

 

·      Targeting operating costs at around US$20 per boe produced during
2024 despite significant inflationary pressures.

 

·      Production for 2025 is anticipated to be in the same range
(41,000 - 46,000 boe/d) as 2024 reflecting the updated view coming out of 2024
and slippage in some of the planned work in the Bruce and Triton hubs.

 

·      New commodity price hedges being added to supplement the existing
fixed price hedges coming to an end during 1H 2024. Initially, these are
weighted towards oil in view of current market levels, run through to Q1 2026
and are mainly 'collars' affording downside protection while retaining upside
exposure. Currently(( 3 )), hedges are approaching a quarter of Serica's
projected production volumes (c.10 kboe/d for 2024, tapering to around 6
kboe/d by Q1 2026).

 

·      A draft FDP has been submitted for the Buchan Horst field. As
with all major capital projects, a final investment decision, which is not
expected before the latter part of 2024, depends in part on the impact on
project economics of expectations for the future tax regime which will apply
through the life of the project.

 

·      Subject to shareholder approval at the AGM, a final 2023 dividend
of 14p per share will be payable on 24 July 2024 to shareholders registered on
28 June 2024 with an ex-dividend date of 27 June 2024.

 

·      Additionally, a £15 million share buyback is being initiated
today under the authority granted at the AGM in 2023. This reflects the
confidence of the Board in the Company's current financial position, the cash
generating capacity of the portfolio during 2024 and the long-term value of
the assets. Serica will look to provide further detail on its future policy of
cash returns to shareholders in due course. This policy will be framed by
reference to Serica's post-tax operating cash flow, its organic and inorganic
investment opportunities, and the maintenance of a prudent balance sheet.

 

·      After six years on the Serica Board, Malcolm Webb has informed
the Board of his wish not to stand for re-election at the forthcoming AGM. As
chair of the Nominations Committee, Malcolm will continue to lead the CEO
recruitment process. It is anticipated that an announcement on the conclusion
of this process will be made by the time of the AGM in June. The Board is very
grateful for Malcolm's considerable contribution to the transformation of the
Company over the last several years.

 

A conference call for sell-side analysts will be held today at 9:30 am (BST).
If you would like to participate, please email serica@vigoconsulting.com
(mailto:serica@vigoconsulting.com) . A copy of the accompanying presentation
can be found on our website: www.serica-energy.com
(http://www.serica-energy.com) .

 

Investor Presentation

 

David Latin (Chairman and Interim CEO) and Martin Copeland (CFO) will provide
a live presentation relating to the full year results via the Investor Meet
Company platform today at 2.00pm BST.

 

The presentation is open to all existing and potential shareholders. Questions
can be submitted via the Investor Meet Company dashboard at any time during
the live presentation.

 

Investors can sign up to Investor Meet Company for free and add to meet Serica
Energy plc via:

 

https://www.investormeetcompany.com/serica-energy-plc/register-investor
(https://www.investormeetcompany.com/serica-energy-plc/register-investor)

 

Investors who already follow Serica on the Investor Meet Company platform will
automatically be invited.

 

Regulatory

 

This announcement is inside information for the purposes of Article 7 of
Regulation 596/2014 as retained in the UK pursuant to S3 of the European Union
(Withdrawal) Act 2018.

 

The technical information contained in the announcement has been reviewed and
approved by Fergus Jenkins, VP Technical at Serica Energy plc. Mr. Jenkins
(MEng in Petroleum Engineering from Heriot-Watt University, Edinburgh) is a
Chartered Engineer with over 25 years of experience in oil & gas
exploration, development and production and is a member of the Institute of
Materials, Minerals and Mining (IOM3) and the Society of Petroleum Engineers
(SPE).

 

 

 Enquiries:

 Serica Energy plc                                                         +44 (0)20 7390 0230
 David Latin (Chairman and Interim CEO) / Martin Copeland (CFO) / Stephen
 Lambert (VP Legal and External Relations)

 Peel Hunt (Nomad & Joint Broker)                                          +44 (0)20 7418 8900
 Richard Crichton / David McKeown / Georgia Langoulant

 Jefferies (Financial Advisor & Joint Broker)                              +44 (0)20 7029 8000
 Sam Barnett / Will Soutar

 Vigo Communications                                                       +44 (0)20 7390 0230
 Patrick d'Ancona / Finlay Thomson                                         serica@vigoconsulting.com (mailto:serica@vigoconsulting.com)

 

 

 

 

 

 

 

 

 

 

 

CHAIRMAN'S STATEMENT

 

Dear Shareholder

 

Without doubt times are currently difficult for independent oil and gas
companies working in the UK. However, I am pleased to say that Serica is no
ordinary company, and it is strong and well equipped to withstand the current
headwinds. The purpose of the Company remains to contribute responsibly
towards meeting the world's energy needs through the safe and efficient
production of hydrocarbons. Its Board is resolute that it will stay focussed
on responsible capital allocation to invest prudently in our business whilst
also delivering increasing returns for shareholders over time. We do this by
investing in our mid to late life assets, optimising them and extending their
lives, while seeking opportunities to further add value through operationally
and financially accretive acquisitions. Given the significant fiscal
uncertainty driven by both major political parties in the UK, we have stepped
up efforts to identify attractive opportunities to apply our approach in the
broader North Sea region.

 

2023 in Overview

 

In operational terms, 2023 was another year of sound progress at Serica.
Notwithstanding an unexpectedly long summer maintenance shut down, we again
delivered within the range of our production guidance, and more than replaced
production for the 6th year in succession.

 

The troubling developments in 2023 (and sadly again in 2024) came from
Westminster. First, the Government elected to keep its supposed 'Windfall'
Profits Tax in place long after any possible justification for it based on oil
and gas prices had disappeared and then most recently in the Spring budget
announced that they would extend it by a further year to 2029. Second, the
Labour Party announced that, if elected to Government, they would not only
increase the rate of the tax to 78% but also significantly reduce the amount
of capital relief on investment as compared to the current regime. Uncertainty
caused by political short termism risks killing off investment across the UK
sector of the North Sea and with it the associated high-quality jobs this
creates throughout the UK. It would seem that the established policy of
maximising the economic recovery of the UK's remaining reserves of oil and gas
in support of the energy transition has been abandoned. Instead, our
politicians appear to have embarked on a race to the bottom with policy aimed
at maximising the near-term Government take, notwithstanding that this will
necessarily accelerate both production decline and the timing of
decommissioning, which in turn will inevitably reduce Government overall
receipts from UKCS and serve only to increase imports of oil and gas to the
UK.  Imported production can easily be interrupted, pays no UK taxes,
sustains no UK jobs, and often involves greater carbon emissions.  This
policy volte face is a sad demonstration of the elevated level of UK political
risk which our industry now faces and has necessarily caused all companies
operating on the UKCS, including Serica, to reconsider their UK investment
plans.

 

Significant Developments in 2023

 

The acquisition of Tailwind Energy was completed in March. Amongst other
benefits flowing from this acquisition, our portfolio of producing assets
became more evenly balanced between oil and gas, which had the consequence
(consistent with one of our objectives from the Tailwind transaction) of
reducing the impact of falling gas prices through the year - a trend which has
continued into 2024. Serica also signed an innovative deal to add to our
resource hopper by farming into Jersey Oil and Gas's project to redevelop
existing discovered resources in the Buchan field. We will be continuing to
work this pre-sanction opportunity with our partners in the field during 2024.
At the same time, our team supplemented by the expertise of our new former
Tailwind colleagues, continued to identify opportunities to invest in our
existing assets, providing significant additions to our oil and gas reserves
in both our hubs, and so providing potential to defer decommissioning
activities.

 

The Company's Finances

 

Serica's finances remain strong despite reduced commodity prices and the
impact of unwelcome high tax rates, with revenues of £633 million (£812
million in 2022).  Group Profit before taxation for 2023 amounts to £306
million (£488 million in 2022). After providing for the impact of materially
increased taxes, profit after tax for 2023 was £103 million (£178 million in
2022). Furthermore, the Company retains the confidence of major financial
institutions and hence was able to raise significant support in the form of a
new US$525 million reserve-based loan facility completed in January 2024. This
loan facility, together with our existing cash balances, provide us with
flexibility for capital allocation in line with our stated strategy of
investing in our assets, disciplined M&A and ensuring robust shareholder
distributions.

 

Outlook and Policy

 

Notwithstanding the current political turbulence, Serica will continue to seek
ways to invest in our UK assets where we believe such investments will create
value for our shareholders. Given our operational skills and very low exposure
to decommissioning cost (our liabilities are among the lowest in the UKCS), we
are better placed to do this than most. However, our ambitions for increased
shareholder value are far greater than simply maximising returns from our
current portfolio of assets. If good opportunities for increased value should
arise in the UK of course we will not ignore them, but in the current
circumstances we must consider other alternatives. Hence the Board has now
refocused and increased its search for projects outside the UK where we
believe we can deploy our skillsets to deliver increased shareholder value. We
are currently focussed on identifying attractive opportunities in the broader
North Sea region beyond the UK. However, we will remain disciplined and will
only invest in projects or make acquisitions where we are confident that they
will deliver increased value and returns for shareholders.

 

Shareholder Distributions

 

The Board of Serica is committed to a shareholder distribution policy which
reflects the underlying performance and ambitions of the Company and so
provides a good return to shareholders whilst also leaving room for investment
in continuing asset growth. The total dividend for 2022 was 22 pence per
share returning £76 million to shareholders. In November 2023 we paid an
interim dividend of 9 pence per share.  Subject to approval of shareholders
at the Annual General Meeting in June 2024, we are proposing a final dividend
of 14 pence per share, bringing the total dividend for the year to 23 pence
per share. In addition, in response to the Board's view on the intrinsic value
of the Company, we are today announcing a Share Buyback programme which will
contribute to the shareholder distributions in respect of 2024.

 

 

Board and Management Changes

 

In February 2024, after many years of exemplary service within the Company and
having played a leading role in the structuring and closing of the BKR
acquisition, Andy Bell retired. I was then delighted to welcome Martin
Copeland to the Board as the new Chief Financial Officer. Martin has a wealth
of highly relevant experience in the banking and M&A sectors and is a fine
addition to the team. We are extremely grateful that Andy has stayed on to
provide support to ensure a smooth transition of the CFO role.

 

Also in January, we announced that Mitch Flegg will step down from his role as
CEO in April following publication of the 2023 results. Mitch is leaving the
Company later this year after the AGM with our heartfelt thanks for all his
excellent work over his six years as CEO and before that as COO. Amongst his
many achievements, Mitch successfully managed the integration of the BKR
assets and led the acquisition and integration of Tailwind in 2023. He will
leave a Company in robust health positioned for future growth.

 

As previously announced, upon Mitch's departure I will move into the role of
interim CEO during the search to identify and appoint a permanent CEO to lead
the next phase of the Company's development.

 

After six years on the Serica Board, Malcolm Webb our Senior Independent
Director, has informed the Board of his wish not to stand for re-election at
the AGM. As chair of the Nominations Committee, Malcolm will continue to lead
the CEO recruitment process which is now at an advanced stage. It is
anticipated that an announcement on the conclusion of this process will be
made by the time of the AGM in June. The Board is very grateful for Malcolm's
considerable contribution to the transformation of the Company over the last
several years.

 

I wish to take this opportunity to record a special tribute to Tony Craven
Walker, who retired as Chairman of the Board in June 2023. Tony is a legendary
figure in the industry and the effective founder and creator of Serica as we
know it today. It is not an overstatement to say that without Tony, Serica
would not have survived, let alone thrived as it has. His was the inspiration
behind the Erskine deal and the genius and determination behind the
company-making BKR acquisition. But above and beyond all that, Tony inspired
the commercial, operational and corporate aspirations of our Company. We
continue to aspire to the high standards that he set. We are also so very
pleased and honoured that he remains a substantial shareholder in the Company.

 

Finally, and on behalf of the Board I extend thanks to the Serica team,
especially to all employees, whether based in Aberdeen, London or Offshore,
for their efforts throughout the last year and the enthusiasm and
professionalism which they bring to their work every day. Thanks also to
colleagues working alongside us in our supply chain, whose partnership is a
vital element of our continued success. And, last but not least, a thank you
to all shareholders for your investment in and support for our Company, which
I can assure you is greatly appreciated and which I and all at Serica will do
our very best to justify.

 

 

David Latin

Chairman

 

23 April 2024

 

STRATEGIC REPORT

 

The following Strategic Report of the operations and financial results of
Serica Energy plc ("Serica") and its subsidiaries (the "Group") should be read
in conjunction with Serica's consolidated financial statements for the year
ended 31 December 2023.

 

References to the "Company" include Serica and its subsidiaries where
relevant. All figures are reported in GB Sterling ("£") unless otherwise
stated.

 

The Company is subject to the regulatory requirements of AIM, a market of the
London Stock Exchange in the United Kingdom. Although the Company delisted
from the Toronto Stock Exchange ("TSX") in March 2015, the Company is a
"designated foreign issuer" as that term is defined under Canadian National
Instrument 71-102 - Continuous Disclosure and Other Exemptions Relating to
Foreign Issuers.

 

Serica is an independent oil and gas company with production, development and
exploration interests in the UK Continental Shelf.

 

CEO's REVIEW

 

During 2023, Serica grew and diversified its business through acquisition,
maintained its record of reserves replacement and prepared for significant new
well programmes linked to its existing fields and infrastructure. These
investments, to be carried out over the next twelve months, offer the prospect
of additional near term production with minimal additions to total operating
costs and carbon emissions.

In addition, the new financing facility brings increased capacity with
duration extended to end 2029, strengthening Serica's capability to pursue
further growth.

The acquisition of Tailwind Energy Investments Ltd, was completed in March
2023 and has provided operational diversity and scale for Serica. The net
proforma production from the combined portfolio for 2023 was 40,121 boe/d,
which was split 56% gas and 44% oil. This split between oil and gas is far
more balanced than in 2022 when Serica's production was 91% gas.

Market benchmark gas prices were significantly reduced at an average of
99p/therm in 2023 compared with 198p/therm in 2022 (and have fallen to an
average of only 69p in the first quarter of 2024). Oil prices were more
resilient averaging US$83/bbl (US$101/bbl in 2022).

The Tailwind assets have therefore provided Serica with substantial protection
against the significant fall in gas prices. 86% of Serica's production is
operated and the Bruce, Keith and Rhum contribution is now around 50% of net
production rather than 80% prior to the Tailwind transaction.

Serica has maintained its record of more than replacing reserves since 2018
with net Proved plus Probable ("2P") reserves on 31 December 2023 of 140
million boe, up 10 million boe from 130 million boe at 31 December 2022
despite producing 14.6 million boe in 2023 on a proforma combined Serica and
Tailwind basis. This addition of 24 million boe during 2023 represents a
reserves replacement ratio of 179% with over 90% of the 2P reserves in fields
that are already in production.

The Company is therefore continuing with its growth strategy of investment in
projects designed to enhance and extend future production profiles. The
Tailwind portfolio came with several short-cycle, highly value-adding
opportunities which were matured in 2023 and will be exploited by our ongoing
four well drilling programme which is also being undertaken with the benefit
of the current capital allowances and with the resultant production sheltered
by the ring-fence tax losses we acquired with Tailwind. This comprises wells
on Bittern, Gannet E, Guillemot NW and Evelyn. We are now anticipating a fifth
well, on the Belinda development, pending final NSTA approval of the field
development plan. Following the success of last year's Light Well Intervention
Vessel ("LWIV") programme on Bruce, a second campaign was executed in 2023,
and a third campaign is now ongoing.

The common theme amongst these capital projects is that they are all designed
to add production quickly from existing fields without the requirement for
substantial new infrastructure. We continue to focus on emissions reduction
whilst maximising production. Carbon intensity (emissions divided by
production) from the Bruce hub for 2023 was 16.4kg CO(2)/boe, significantly
lower than the average for offshore UK Facilities of 19.8 kg CO(2)/boe(( 4 )).
The absolute level of CO(2) emissions is approximately 27% lower than the 2018
benchmark levels. On Triton, the 2023 carbon intensity was 20.6kg CO(2)/boe,
which represents a reduction of roughly 20% from 2022. As new production from
Serica's forthcoming drilling campaign will be tied back to existing offtake
facilities, such additions add reserves without adding significant carbon
emissions.

The UK remains heavily reliant on energy imports; our energy production is
only 60% of demand and oil and gas comprise three quarters of our energy use.
The growth of offshore wind, hydrogen and CCS will underpin the UK's net zero
emissions future, but oil and gas will provide the bridge to that future.

Energy prices have fallen back to pre-crisis levels and are showing greater
stability. This leads to lower costs for homes and businesses and lower
overall inflation. The UK Energy Profits Levy ("EPL") has a significant impact
on post-tax profitability for all UK oil and gas producers. The EPL is a
wholly unwelcome burden that is already leading to the delay and cancellation
of longer-term investment projects across the sector. Current oil and gas
prices do not represent windfall conditions for UK producers and the increased
tax burden on domestic oil and gas production is damaging for UK jobs.

However, the substantial tax losses acquired with the Tailwind transaction
have had the effect of lowering Serica's effective rate of taxation and so we
are still attempting to add investment opportunities to the portfolio. In
October we announced the award of Block 29/2a containing the decommissioned
Kyle oil field. This field ceased production in June 2020 and the host FPSO at
the time was subsequently removed. During an initial two-year licence period,
Serica will carry out studies to determine the feasibility of re-developing
the Kyle field by means of a subsea tie-back to the Triton FPSO vessel via the
Bittern field facilities.

In November we announced the acquisition of a 30% non-operated interest in the
Greater Buchan Area from Jersey Oil & Gas ("JOG"). The partners in the
project are Serica Energy (UK) Limited (30%), NEO Energy (50% and operator)
and JOG (20%). This provides Serica with the option of participating in the
re-development of the Buchan field (formally re-named 'Buchan Horst') and
other potential projects in the GBA, such as the development of the J2 and
Verbier discoveries.

Given the challenging UK fiscal regime we continue to seek M&A
opportunities elsewhere in the North Sea. For example, Norway offers a wide
range of sub-surface opportunities and a relatively stable fiscal regime but
less deal flow than UKCS. We are adopting a disciplined and patient approach
exploiting Serica's technical skills, financial capacity and relationships.

Finally, this is my last 'CEO Review', and I would like to take the
opportunity to thank everyone who has helped build Serica into what it is
today. The support of shareholders, analysts, regulators, and contractors has
been outstanding, but it is the efforts and skills of the exceptional
workforce that has established a company with such strong operational and
financial foundations. Serica is extremely well placed to continue its growth
trajectory.

 

Mitch Flegg

Chief Executive Officer

23 April 2024

 

 

ACQUISITION OF TAILWIND ENERGY INVESTMENTS LTD

 

On 23 March 2023 Serica Energy completed the acquisition of Tailwind Energy
Investments Ltd, a privately owned independent oil and gas company with assets
in the UK North Sea. As part of the transaction, Mercuria - an investor in
Tailwind - became a strategic investor in Serica.

The assets acquired by Serica with the Tailwind transaction comprise primarily
a mix of operated and non-operated producing fields tied-back to the Triton
FPSO in the UK Central North Sea. Tailwind's interests in producing fields
also include 100% in the Orlando field located in the UK Northern North Sea
and a non-operated 25% in the Columbus field in the UK Central North Sea
(operated by Serica).

The acquisition of Tailwind was aimed at achieving Serica's longstanding
objective to have a more diverse and broadly based UKCS portfolio of producing
fields, with material reserves and value upside potential, coupled with a more
balanced exposure to commodity price risk. The transaction represents
substantial progress towards this objective with the number of producing
fields increased from five to eleven, mainly centred around two hubs (Bruce
and Triton), a substantial increase in 2P reserves (combined 130.4 million boe
as at 31 December 2022) and a balance of gas and oil production.

 

 

 

REVIEW OF OPERATIONS

 

Production

Northern North Sea: Bruce Field - Blocks 9/8a, 9/9b and 9/9c, Serica 98% and
operator

Serica operates the Bruce field and facilities consisting of three
bridge-linked platforms, wells, pipelines and subsea infrastructure. The
platforms contain living quarters, reception, compression, power generation,
processing and export facilities and a drilling derrick that is currently
mothballed. There is also the subsea Western Area Development ("WAD") that
produces from the western part of the Bruce field and is tied back to the
existing facilities.

 

Bruce production is predominantly gas which is rich in liquids. Gas is
exported through the Frigg pipeline to the St Fergus terminal, where it is
separated into sales gas and NGLs. Oil is exported through the Forties
Pipeline System to Grangemouth.

 

In the first half of 2023 Serica completed the replacement and upgrade of the
control system for the Bruce platform, increasing the amount of data that can
be captured and processed, helping us to unlock the ability to implement AI
based improvements to our control, monitoring and maintenance activities.

 

We also successfully carried out the replacement of the subsea control modules
on the WAD manifold to support the LWIV activity which took place in Q3 2023
and which will support ongoing LWIV activities in the future.

 

On the platform topsides a series of surveillance and intervention activities
were undertaken on a number of the Bruce wells, verifying well integrity,
identifying future production options and implementing several simple
interventions to boost production.

 

Major works were undertaken during the summer outage to replace the main
platform flare tip, 140 metres above the sea surface requiring a heli-lift,
along with major overhauls of the glycol system and a booster compressor. The
extensive maintenance campaigns were all integrity and reliability focussed
helping to underpin the plans to extend Bruce production to 2035+. The
programme duration was extended to approximately two months following
inspection findings on the flare tower during the planned work. The decision
was taken to carry out permanent rather than temporary repairs. These repairs
at height were hampered by bad weather, delaying the return of Bruce and Rhum
to production.

 

The 2023 LWIV campaign comprised work on the Bruce M3, M6 and M4 wells
including scale removal, water shut-off, reperforation and the addition of new
perforations. The programme was successfully executed boosting overall Bruce
production capability. A further LWIV campaign, covering two Bruce wells,
commenced in April 2024.

 

Bruce field production in 2023, which averaged circa 6,500 boe/d of oil and
gas net to Serica (2022: 6,900 boe/d) was impacted by the extended summer
shut-in.

 

An independent reserves report by RISC estimated 2P reserves of 41.7 million
boe net to Serica as of 1 January 2024 (2023: 31.8 million boe). This
represents a significant uplift in reserves compared to year end 2022 and not
withstanding 2023 production. This is predominantly attributed to the
maturation of the South Central East infill well from contingent resources,
the inclusion of an 8 well platform intervention campaign for 2024 and also a
performance uplift observed in certain producing wells. This was partially
offset by deferral of the Bruce enhanced recovery project so as to prioritise
these other projects.

 

 

 

 

 

Northern North Sea: Keith Field - Block 9/8a, Serica 100% and operator

 

Keith is an oil field produced by one subsea well tied back to the Bruce
facilities and requires very little maintenance. In normal operation Keith
produces at a relatively low rate but provides a low-cost contribution to the
oil export from Bruce. The well has been shut-in since 2022 due to a fault in
the electrical supply.

 

During 2023 the Keith subsea control module was changed out to allow the
planned LWIV intervention in Q2 2024 to restore production from the field.

 

An independent reserves report by RISC estimated 2P reserves of 3.2 million
boe net to Serica as of 1 January 2024 (2023: 2.4 million boe). These reserves
are based upon the 2023 activities and planned LWIV programme in Q2 2024.

 

 

Northern North Sea: Rhum Field - Blocks 3/29a, Serica 50% and operator

 

The Rhum field is a gas condensate field producing from three subsea wells
tied into the Bruce facilities through a 44km pipeline. Rhum production is
separated into gas and oil and exported to St Fergus and Grangemouth along
with Bruce and Keith production. Rhum gas has a higher CO(2) content than
Bruce gas and so is blended with Bruce gas before leaving the offshore
facilities.

 

A new power umbilical was installed on the R1 well in March 2023 and further
works to remove power supply vulnerabilities to Rhum were carried out in the
summer. Topsides works in the first half of the year increased the throughput
limits of the Rhum separator creating more capacity for any future production
increases.

Average Rhum field production in 2023 was circa 12,500 boe/d net to Serica
compared to 15,700 boe/d for 2022, largely reflecting the impact of the
extended summer maintenance shut-in.

 

An independent reserves report by RISC estimated 2P reserves of 39.2 million
boe net to Serica as of 1 January 2024. The uplift in reserves compared to
36.4 million boe at year end 2022, and notwithstanding 2023 production, is
predominantly attributed to the inclusion of a planned project later in field
life to convert compression on the Bruce platform to low pressure
operations.

 

 

Northern North Sea: Orlando Field - Block 3/3b, Serica 100% and operator
(acquired from Tailwind)

 

Serica is operator of Orlando which is an oil field producing from a single
subsea well tied into the Ninian Central facilities through an 11km pipeline.
Orlando production is separated into gas and oil, with oil exported to the
Sullom Voe Terminal and gas used by the Ninian operator as fuel on the
platform.

 

Orlando produced steadily in 2023, following a workover in 2022 to replace the
dual electric submersible pumps. During 1H 2023, there were some minor outages
for repairs to some topsides electrical cables.

 

Average Orlando field production in 2023 was circa 3,500 boe/d including
downtime. Average net production for the post-Tailwind acquisition period from
23 March to 31 December was 3,540 boe/d.

 

An independent reserves report by RISC estimated 2P reserves of 2.4 million
boe net to Serica as of 1 January 2024 compared to 3.4 million boe reported by
ERCE in an independent reserves report for Tailwind at end 2022.

 

 

Northern North Sea: Mansell - Block 3/8g, Serica 100% and operator (acquired
from Tailwind)

 

The Mansell discovery is located in licence P2448 in UKCS Block 3/8g south and
east of the Ninian field. Mansell was discovered by well 3/8b-10, drilled by
BP in 1985, and following successful appraisal was developed as a subsea
tieback to the Ninian South Platform and produced between 1992 and 1995 (field
was then named Staffa). The field was shut in 1995 following waxing-up of the
flowline and decommissioned. The Mansell field has 2C contingent resources of
8.3 million boe net to Serica. An extension of 2 years was awarded by the NSTA
in February 2023 to allow sufficient time to evaluate the feasibility and
timing of a redevelopment.

Central North Sea

 

Central North Sea: Triton Area - Bittern 64.63%, Evelyn 100%, Gannet E 100%,
Guillemot West & North West 10%, Belinda 100% (Serica % shares all
acquired from Tailwind)

 

The Triton Area consists of eight producing oil fields Bittern, Evelyn, Gannet
E, Guillemot West and Guillemot North West, Clapham, Pict and Saxon. Serica
holds equity in five as listed above, as well as the undeveloped Belinda
field. The Triton area fields were developed via common subsea infrastructure,
located approximately 190km east of Aberdeen in water depths of approx. 90
metres. The fields produce oil and gas via the Triton Floating Production
Storage & Offloading ("FPSO") vessel. Dana Petroleum Limited ("Dana") and
Waldorf Production UK Limited (''Waldorf'') are our partners in the Triton
cluster. Dana operate the Triton FPSO along with the Bittern, Guillemot West /
North West, Clapham, Saxon, and Pict fields. Serica is operator of the Gannet
E, Evelyn and Belinda fields, with Dana as pipeline operator and Petrofac as
well operator.

 

Well GE04 on the Gannet E field was drilled and completed in Q4 2022 with a
subsea tie-in to the Triton system completed during early 2023. First oil was
achieved on 14 February 2023, with initial rates around 9,000 boe/d. By the
end of 2023, the well had produced a total of approx. 1.34 million boe with a
year-end exit rate of 6,000 boe/d.

 

From early July to mid-September 2023, Dana carried out an extended shutdown
on Triton, supported by a six month walk-to-work campaign, which involved a
vessel stationed alongside Triton to provide additional personnel on site
during the fair-weather summer months so enabling additional work scopes.
Critical activities completed were fabric maintenance work scopes integral to
the life extension of Triton, completion of structural repairs, an upgrade to
the Guillemot West separator and successful repair to the Bittern water
injection pipeline. Further work was completed on the distributed Triton
control system, which is planned to have been replaced fully by the end of
2024, following replacement work which was phased across the 2022 and 2023
shutdowns. The length of the 2023 summer shut-down was extended to carry out
an essential repair on a piece of equipment identified during a pre-production
inspection, a seawater lift pump failure and initial difficulties operating
the upgraded FPSO control systems. These issues were each successfully
resolved.

 

Production from Gannet E and Evelyn averaged 6,100 boe/d and 3,800 boe/d
respectively (Serica net) in 2023. Bittern field production was steady at
rates averaging circa. 4,000 boe/d (Serica net) and Guillemot West / North
West at circa. 250 boe/d (Serica net). Triton gross peak rates exceeded 30,000
boe/d in March 2023 for the first time in 10 years. Two Guillemot West well
workovers were completed in July 2023 and came on stream averaging 3,200 boe/d
gross (320 boe/d Serica net).

 

A four well programme is planned for execution in 2024 and has already started
with the Bittern B1z sidetrack. This will be followed by the Gannet E fifth
well, a Guillemot North West infill well and an Evelyn second well. These
wells will be drilled using the COSL Innovator semi-submersible rig.

 

In April 2024 Serica took a final investment decision on the Belinda
development. Consent to the project has been received from OPRED and NSTA
approval of the final Field Development Plan ("FDP") is expected shortly.
Serica proposes to use the COSLInnovator to drill the Belinda development well
during 1H 2025 having exercised the option for an additional 5th well in the
current Triton area drilling campaign in September 2023.

 

Serica's average net share of Triton Area production in 2023 was circa 14,150
boe/d of oil and gas. Average net production for the post-Tailwind acquisition
period from 23 March to 31 December 2023 was 13,120 boe/d.

 

An independent reserves report by RISC estimated 2P reserves of 49.2 million
boe net to Serica as of 1 January 2024 compared to 49.4 million reported by
ERCE in an independent reserves report for Tailwind at end 2022. The uplift in
reserves compared to the prior year, after taking account of 2023 production
of approx. 5.2 million boe, is predominantly attributed to the transfer of
volumes associated with the Belinda development from contingent resources to
reserves and better than expected performance from the fourth production well
on the Gannet E field which came into production during 2023.

 

Central North Sea: Erskine Field - Blocks 23/26a (Area B) and 23/26b (Area B),
Serica 18%

 

Serica holds a non-operated interest in Erskine, a gas and condensate field
located in the UK Central North Sea. Serica's co-venturers are Ithaca Energy
50% (operator) and Harbour Energy 32%.

 

The Erskine field has five production wells and produces oil and gas over the
Erskine normally unattended installation. This is transported via a multiphase
pipeline and processed on the Lomond platform which is 100% owned and operated
by Harbour. Then condensate is exported down the Forties Pipeline System via
the CATS riser platform at Everest and gas is exported via the CATS pipeline
to the terminal at Teesside.

 

In 2023 Erskine produced steadily from the four currently available wells.
Topsides surveillance of the W1 well was undertaken in Q3 2023 in readiness
for carrying out a MODU (semi-submersible) rig-based intervention in 2024 to
return the well to production. The regular pigging programme on the condensate
export line has continued and no indications of wax build-up have been seen.

 

Erskine production levels in 2023 averaged 1,325 boe/d net (2022: 1,680
boe/d).

 

An independent reserves report by RISC estimated 2P reserves of 2.2 million
boe net to Serica as of 1 January 2024 (2023: 3.3 million boe).

 

Central North Sea: Columbus Field - Blocks 23/16f and 23/21a (part), Serica
75%

 

Serica Energy (UK) Limited is Operator with its partner Waldorf Production
Limited ("Waldorf") (25%). Following the acquisition of Tailwind Mistral
Limited by the Serica group on 23 March 2023, the Serica group's net interest
in Columbus increased from 50% to 75%.

 

The Columbus field development consists of a single horizontal well which
runs along the central axis of the reservoir and was drilled in the spring of
2021 with production commencing in November 2021. Columbus is a gas condensate
field.

The well is connected to the Arran export pipeline through which Columbus
products are exported along with Arran field production. When production
reaches the Shearwater platform, it is separated into gas and
condensate. The gas is exported to St Fergus via the SEGAL line and the
condensate to Cruden Bay via the Forties Pipeline System.

Average net Columbus production of gas and condensate in 2023 for Serica's
combined 75% interest was c. 2,180 boe/d (2022: 1,900 boe/d for 50% interest).
Average net production for the Group's combined 75% interest in the
post-acquisition period from 23 March to 31st December 2023 was c. 2,085
boe/d.

 

An independent reserves report by RISC estimated 2P reserves of 2.4 million
boe net to Serica's 75% field interest as of 1 January 2024 (2023: 1.1 million
boe for 50% interest, equivalent to 1.7 million boe on a 75% basis). The
uplift in reserves compared to the prior year, and before 2023 production is
taken into account, is predominantly attributed to better than expected
performance from the Columbus well.

 

Outer Moray Firth

 

Outer Moray Firth: Buchan Horst Field - Blocks 20/5a, 205d, 21/1d & 21/1a.
Serica 30%

 

In November 2023 Serica announced the acquisition of a 30% working interest in
the Greater Buchan Area ("GBA") licences P.2498 and P.2170 with co-venture
partners Jersey Oil and Gas (20%) and NEO Energy (50% and operator). The GBA
encompasses several oil and gas accumulations some 150 km north-east of
Aberdeen. The largest of these accumulations is the Buchan Horst field which
produced for over thirty years, ceasing production in 2017 owing to the end of
the useable life of the floating production facility.

 

An FDP submitted to the NSTA for the re-development of the area assumes a new
production hub located at the Buchan Horst field utilising the FPSO vessel
currently operating on the UK Western Isles fields. This is planned to come
off-station in the second half of 2024.

 

A phased development is envisaged involving the re-development of the Buchan
Horst field in Phase 1 and the possible development of the J2 and Verbier
discoveries in Phase 2. Mid-case contingent resources from the Buchan Horst
field alone are estimated to be in region of 70 million boe gross, making it
the third largest pre-development field on the UKCS. Owing to the completion
of the acquisition of the interest in GBA in February 2024, contingent
resource estimates have not been independently verified as part of the RISC
competent persons report for year-end 2023.

 

There are other discoveries and prospects in close proximity which may provide
additional tie-back opportunities to the FPSO. Subject to project sanction and
regulatory approval, the target for first production from Buchan Horst is Q4
2026.

 

 

UK Exploration

 

North Eigg and South Eigg - Blocks 3/24c and 3/29c, Serica Energy (UK) Limited
100% and Operator

In December 2019, Serica was awarded the P.2501 Licence as part of an out of
round application comprising Blocks 3/24c and 3/29c including the North Eigg
and South Eigg prospects.

The 3/24c-6B North Eigg exploration well was drilled to a depth of 5,099
metres in the Jurassic Heather formation, completing in early 2023. Following
detailed interpretation of the well results, Serica decided there was
insufficient accessible oil to justify re-entering the suspended well and
drilling a sidetrack. After consultation with the NSTA, Serica elected to go
into the second term of the P.2501 Licence for the purpose of completing the
decommissioning of the North Eigg well. Only the area immediately around the
well necessary for the abandonment was retained with the remainder of the
block being relinquished. In late 2023 a vessel-based abandonment of the North
Eigg exploration well was completed and the licence will be relinquished in
2024.

 

Skerryvore and Ruvaal- Blocks 30/12c (part), 30/13c (split), 30/17h, 30/18c
and 30/19c (part), Serica Energy (UK) Limited: 20% working interest, operator
Parkmead

 

The P2400 Licence was awarded in the 30(th) licence round in 2018. It is
located in the Central North Sea, 60km south of the Erskine field, and
comprises blocks 30/12c, 30/13c, 30/17h and 30/18c. Current equity holders are
Serica 20%, Parkmead 50% (operator) and CalEnergy 30%. The licence is in phase
C, which expires on 30 September 2025. The licence terms include a commitment
to drill a well to a depth of 3,500 metres or 200 metres into the Chalk Group,
whichever is shallower, by the end of the current phase. The Operator has
proposed a vertical well targeting the Mey reservoir (primary target) and a
deeper Tor chalk reservoir (secondary target). Detailed planning is underway
with a site survey scheduled for Q3 2024 and drilling in 2025.

 
In the region around Skerryvore, Harbour is progressing with the Talbot
development, with drilling ongoing and first oil expected from Q3 2024. In a
Skerryvore success case, Talbot infrastructure could provide an export route
via the Judy platform and the subsequent export of produced hydrocarbons to
Teesside, UK.

 

Licence Awards in the UK 32(nd) licensing round

The P2506 Licence was awarded to Serica 100% in the 32(nd) Licence Round in
2020 and covered blocks in the greater Bruce/Rhum area. Following a detailed
subsurface evaluation in 2023, it was concluded that the prospectivity did not
meet Serica's investment criteria, and the licence has now been fully
relinquished with all work commitments fulfilled.

Licence Awards in the UK 33(rd) licensing round

On 30 October 2023 the Kyle licence in UK block 29/2c was provisionally
awarded to Serica (100%) and was formalised as licence P.2616 on 31 January
2024.  Kyle is a previously producing oil field, 20km southeast of Triton and
represents a potential redevelopment tie-back to existing Serica equity
infrastructure. Studies are underway in order to determine whether there is a
viable project. There are no other work commitments.

 

This is a 'Straight to Second Term' licence and the work programme is already
underway.

 

 

Group Proved plus Probable Reserves ("2P")

 

                                  Oil    Gas     Total oil and gas(1)
                                  mmbbl  bcf     mmboe

 2P Reserves at 31 December 2022  18.7   337.4   76.9

 Acquisitions(2)                  44.5   44.7    52.2
 2023 production(2)               (4.9)  (42.9)  (12.3)
 Revisions                        11.3    70.8    23.5

 2P Reserves at 31 December 2023  69.6   410.0   140.3

 

(1)Group reserves at 31 December 2023 above show Serica net sales values which
have been converted to barrels of oil equivalent using a factor of 5.8 bcf per
mmboe for reporting and comparison purposes. Group reserves at 31 December
2022 were previously converted to barrels of oil equivalent using a factor of
6.0 bcf per mmboe for reporting and comparative purposes. The opening combined
reserves figure for 31 December 2022 in the table above has been restated
using 5.8 bcf per mmboe. As the actual calorific values of gas produced from
individual fields varies, reported production rates for each field and the
total production and revisions numbers reported above may not convert
precisely.

 

(2) Production from the Tailwind fields from the acquisition date of 23 March
2023 is included within '2023 production'.

 

Group Proved and Probable reserves at 31 December 2023 shown here are
extracted from an independent report prepared by RISC Advisory ("RISC") in
accordance with the reserve definitions guidelines defined in SPE Petroleum
Resources Management System 2018 ("PRMS 2018").

 

Figures quoted relate to export fluids, so Fuel in Operation has already been
subtracted.

 

 

LICENCE HOLDINGS

 

The following table summarises the Group's licences as at 31 December 2023.

 Licence  Block(s)                                             Description                         Role          %       Location
 UK
 P.090    9/9a Bruce                                           Bruce Field Production              Operator      99%     Northern North Sea
 P.090    9/9a Rest of Block Excluding Bruce (REST)            Development                         Operator      98%     Northern North Sea
 P.198    3/29a (ALL)                                          Rhum Field Production               Operator      50%     Northern North Sea
 P.209    9/8a Bruce                                           Bruce Field Production              Operator      98%     Northern North Sea
 P.209    9/8a Keith                                           Keith Field Production              Operator      100%    Northern North Sea
 P.209    9/8a Rest of Block Excluding Bruce and Keith (REST)  Development                         Operator      98%     Northern North Sea
 P.276    9/9b BRUCE                                           Bruce Field Production              Operator      98%     Northern North Sea
 P.276    9/9c (ALL)                                           Bruce Field Production              Operator      98%     Northern North Sea
 P.276    9/9b Rest of Block Excluding Bruce Unit (REST)       Development                         Operator      98%     Northern North Sea
 P.566    3/29b (ALL)                                          Rhum Field non-unitised production  Operator      100%    Northern North Sea
 P.975    3/24b (ALL)                                          Rhum non-unitised production        Operator      100%    Northern North Sea
 P.975    3/29d (ALL)                                          Rhum non-unitised production        Operator      100%    Northern North Sea
 P101     23/21a Columbus                                      Columbus Development Area           Operator      75%     Central North Sea
 P1314    23/16f                                               Columbus Development Area           Operator      75%     Central North Sea
 P57      23/26a Area B                                        Erskine Field - Production          Non-operator  18%     Central North Sea
 P264     23/26b  Area B                                       Erskine Field - Production          Non-operator  18%     Central North Sea
 P264     23/26b Area C                                        Erskine Field - Production          Non-operator  40%     Central North Sea
 P2400    30/12c, 30/13c, 30/17h, 30/18c                       Exploration                         Non-operator  20%     Central North Sea
 P2501    3/24c, 3/29c                                         Exploration                         Operator      100%    Northern North Sea
 P215     21/29b                                               Guillemot W                         Non-Operator  50%     Central North Sea
 P233     29/1a Bittern                                        Bittern                             Operator      100%    Central North Sea
 P361     29/1b                                                Bittern                             Non-Operator  29.26%  Central North Sea
 P13      21/30c A                                             Gannet E                            Operator      100%    Central North Sea
 P13      21/25a UPPER , 21/30a UPPER                          Gannet E                            Non-operator  50%     Central North Sea
 P1606    3/3b                                                 Orlando                             Operator      100%    Northern North Sea
 P1792    21/30f                                               Evelyn/Belinda                      Operator      100%    Central North Sea
 P2170    20/5b, 21/1d                                         Greater Buchan Area                 Non-operator  30%     Central North Sea
 P2448    3/8g                                                 Mansell/Staffa                      Operator      100%    Central North Sea

 P2498    20/5a, 20/5e, 21/1a                                  Greater Buchan Area                 Non-operator  30%     Central North Sea
 P2616    29/2c                                                Kyle                                Operator      100%    Central North Sea

 

FINANCIAL REVIEW

SUMMARY OF 2023 FINANCIAL RESULTS

In addition to continuing strong performance from its existing assets,
Serica's 2023 results benefitted from inclusion of net production and income
from the Tailwind field interests from the acquisition completion date of 23
March 2023 to the year end. In order to provide a more representative picture
of the enlarged group, unaudited proforma information ("PF 2023") in relation
to volumes, revenues and costs including contributions from the Tailwind
assets for the full calendar year, has been included in this Financial Review.

 

Further analysis of the summary metrics provided in the Summary Financial
Information table below is detailed in the following pages of this Financial
Review.

 

 

 

 

Incorporating the business assets from the Tailwind acquisition, Serica today
has a balanced mix of oil and gas and greater production resilience arising
from a wider asset spread. The Group balance sheet at 31 December 2023
reflects the full set of assets and liabilities arising from the business
combination, which include a reserve-based lending ("RBL") facility assumed
through the Tailwind acquisition, which has subsequently been refinanced as a
post Balance Sheet event.

 

Market sales prices for oil and, to a greater extent, gas were lower than for
the 2022 year with NBP gas prices averaging 99p/th (2022: 198p/th) and Brent
crude averaging US$83/bbl (2022: US$101/bbl). Total operating costs increased
broadly in line with production volumes but with an additional impact from
inflation over the year. Importantly FY 2023 saw the full impact of the EPL
with a marginal ring-fence aggregate tax rate of 75% as compared to 40% for
the initial months of 2022, increasing to 65% for the period from 26 May 2022.

 

Serica generated EBITDAX of £381.0 million compared to £616.5 million for
2022 and a profit before taxation of £305.6 million for 2023 compared to
£488.2 million for 2022. After current and deferred tax provisions of £202.6
million (2022: £310.4 million), profit for the year was £103.0 million
compared to £177.8 million for 2022.

 

Further detail is provided in the following sections.

 

Sales revenues

 

 

 

The total 2023 sales revenue of £632.6 million (2022: £812.4 million)
included a contribution of £242.6 million from the Tailwind assets from the
acquisition date of 23 March 2023 (2022: £nil). Proforma 2023 sales revenue
on the same basis would have been £728.0 million.

 

Sales comprised gas revenue of £346.7 million (2022: £690.2 million), oil
revenue of £265.5 million (2022: £88.0 million) and NGL revenue of £20.4
million (2022: £34.2 million). The fall in gas revenue was driven by lower
realised pricing compared to the unprecedented highs of 2022 whilst the
threefold increase in oil revenue reflected new revenue streams from the
oil-weighted Tailwind portfolio, offset partially by lower oil prices.

 

Total product sales volumes for the year comprised approximately 371 million
therms of gas (2022: 432 million therms), 4.7 million lifted barrels of oil
(2022: 1.1 million barrels) and 56,312 metric tonnes of NGLs (2022: 71,290
metric tonnes). This amounted to product sales as reported of 12.3 million boe
or 14.2 million boe on a proforma basis (2022: 9.1 million boe).

 

Average 2023 sales prices were: 93 pence per therm (2022: 160 pence per therm
including contract revenue) for gas net of NTS system fees, US$70.5 per barrel
(2022: US$97.2 per barrel) for oil and £363 per metric tonne (2022: £480 per
metric tonne) for NGLs. Average oil and gas sales prices reflect a mix of
sales volumes sold at current spot prices and volumes sold at contracted fixed
prices (reflecting an embedded hedge for volumes sold under such contracts)
and are before realised hedging costs on gas price swaps.

 

Gross profit

 

The gross profit for 2023 was £306.6 million compared to £594.3 million for
2022. Overall cost of sales of £326.1 million compared to £218.2 million for
2022. This comprised £218.7 million of operating costs (2022: £121.0
million) and £109.2 million of non-cash depletion charges (2022: £76.9
million).

 

 

 

The increase in overall operating costs reflected higher production volumes
for the enlarged business. Operating costs as reported per boe were US$21 per
boe, increased from US$15.9 per boe for 2022 mainly due to the impact of the
extended summer field shut-ins which spread fixed costs over reduced
production volumes and some underlying cost inflation. Proforma operating
costs, including the Tailwind assets from 1 January, were lower at circa US$19
per boe. These increases were partially offset by a £9.3 million credit
representing an increase during the year of the liquids underlift position
(2022: charge of £20.3 million). The increase in total DD&A reflected the
larger PP&E base following the Tailwind acquisition.

 

 

EBITDAX, operating profit before net finance costs and tax

 

EBITDAX for 2023 was £381.0 million compared to £616.5 million for 2022 with
the reduction very much in line with lower commodity prices and revenues.

 

 

The operating profit for 2023 was £321.2 million compared to £476.2 million
for 2022 and includes a gain on acquisition of £34.0 million on the Tailwind
transaction (2022: £nil).

 

Net hedging income of £4.8 million (2022: £24.5 million expense) comprised
realised hedging expense, primarily related to gas swaps, of £15.6 million
during 2023 (2022: £45.4 million expense) as well as unrealised hedging gains
of £20.4 million (2022: gains of £20.9 million), mainly arising from the
movement in valuation of Serica's 2022 year-end gas swap position as it fully
unwound during the year.

 

Contract revenue of £23.9 million (2022: £nil) arose from the partial unwind
of an underlying revenue offtake contract that was fair valued in connection
with the Tailwind acquisition (see note 16). An original liability of £54.2
million was recognised which is released to the Income Statement across 2023
and 2024 as the underlying contract unwinds.

 

Exploration expenses and asset write-offs totalled £10.8 million in 2023
(2022: £82.9 million) including final charges from the North Eigg exploration
well.

 

Administrative expenses for 2023 of £19.6 million compared to £9.2 million
for 2022 and reflected the growth in activities of the Group arising following
the Tailwind transaction completion and the extension of activities that this
entailed, but also some non-recurring charges. In addition, transaction costs
of £10.1 million (2022: £1.8 million) comprised fees and other transaction
costs associated with the acquisition of Tailwind.

 

Currency losses of £3.6 million (2022: gains of £3.9 million) largely arose
on GBP-reported US$ holdings as sterling strengthened compared to the US$
during 2023. Share-based payments were £4.0 million (2022: £3.5 million).

 

The gain on acquisition of £34.0 million (2022: £nil) represents the
difference between the fair value of assets acquired and consideration paid or
potentially payable, calculated in accordance with applicable accounting
standards. Such calculations are complex and involve a range of projections
and assumptions related to future costs, production volumes, sales prices,
discount rates and tax.

 

 

Profit before taxation and profit for the period after taxation

 

Profit before taxation for 2023 of £305.6 million (2022: £488.2 million)
took into account a £7.6 million charge arising from an increase in the fair
value of financial liabilities (2022: £8.4 million credit), £13.5 million of
finance revenue (2022: £4.5 million) and £21.5 million of finance costs
(2022: £0.9 million).

 

The total £7.6 million charge for financial liabilities included £5.9
million related to the remaining BKR financial liabilities (2022 - £8.4
million credit) and £1.7 million for royalty liabilities and other
consideration (2022: £nil). The fair value of the liabilities is re-assessed
at each financial period end. The increase for the BKR liability arose from
the unwinding of discount and other timing revisions on the estimated amounts
of those remaining liabilities. The prior year credit reflected the impact of
Serica's plan for field life extension on the BKR assets.

 

Finance revenue of £13.5 million (2022: £4.5 million) primarily represented
interest income earned on cash deposits and has increased following the recent
rises in interest rates during 2023 compared to 2022. Finance costs of £21.5
million (2022: £1.0 million) included interest payable and other charges on
the debt facility acquired with the Tailwind acquisition in March 2023, the
discount unwind on decommissioning provisions and other minor finance costs.

 

The 2023 taxation charge of £202.6 million (2022: £310.4 million) comprised
current tax charges, including prior year adjustments, of £183.3 million
(2022: £277.7 million) and a deferred tax charge of £19.3 million (2022:
£32.7 million). The reduction in current tax charges mainly reflected lower
net income and higher capital spend in 2023 as well as the utilisation of
brought forward tax losses within the acquired Tailwind business. The gain on
acquisition is a non-taxable accounting entry.

 

 

 

In addition to corporation tax and supplementary charge, 2022 and 2023 full
year results also include charges for the EPL. The EPL applied an additional
25% tax on profits earned from the production of UK oil and gas from 26 May
2022, increasing to 35% effective 1 January 2023. The current tax charge
includes EPL charges of £97.1 million (2022: £64.3 million).

 

 

Overall, this generated a profit after taxation of £103.0 million for 2023
compared to a profit after taxation of £177.8 million for 2022. This resulted
in an earnings per share of £0.29 (2022: £0.65) after taking into account
the weighted average number of ordinary shares in issue.

 

GROUP BALANCE SHEET

 

Serica retains a strong balance sheet following completion of the Tailwind
acquisition including remaining in a net cash position. This gives the Group
flexibility in capital allocation including the ability to fund its ongoing
capital investment programmes whilst supporting distributions to shareholders.
Completion of a new financing facility to refinance the RBL, assumed as part
of the Tailwind acquisition following year end has further boosted the Group's
resources as it seeks new acquisition and investment opportunities. The
balance sheet as at 31 December 2023 includes assets and liabilities from the
acquired Tailwind business.

 

 

 

Total property, plant and equipment increased from £265.9 million at year end
2022 to £711.5 million at 31 December 2023. The main driver for the
significant increase in the balance is the fair value of £486.3 million
attributed to the Tailwind assets upon acquisition. The acquisition of
Tailwind Energy Investments Ltd is classified as a business combination and
the calculation of fair value is carried out involving a series of judgements
and assumptions (see note 2 - Use of judgement and estimates and sources of
estimation uncertainty) in accordance with applicable accounting standards.

 

Net PP&E additions comprised capital expenditure during 2023 of £68.6
million across various field assets. These included expenditure on the Bruce
LWIV campaign and preparations for the 2024 Triton area drilling programme.
There were also increases from decommissioning asset revisions of £16.0
million offset by depletion charges for 2023 of £109.2 million (2022: £76.9
million), other depreciation charges of £0.2 million (2022: £0.2 million)
and currency translation adjustments of £16.0 million. Depletion charges
represent the allocation of field capital costs over the estimated producing
life of each field and comprise costs of asset acquisitions and subsequent
investment programmes.

 

The net deferred tax asset of £84.1 million at 31 December 2023 compared to a
deferred tax liability of £153.3 million at year end 2022, mainly as a result
of the inclusion of significant net deferred tax assets of £264.9 million in
relation to the Tailwind acquisition. This net deferred tax asset comprised
the recognition in relation to tax losses and future relief available on
decommissioning, partially offset by deferred tax liabilities arising on
PP&E balances. Deferred tax liabilities arising upon the Group's PP&E
balances will be released in future periods as those balances are depleted.

 

The inventories balance of £10.9 million at 31 December 2023 increased from
£4.0 million at the end of 2022 including £5.9 million for oil inventory
held in the pipeline and terminal for the acquired Orlando field. Trade and
other receivables increased from £134.6 million at the end of 2022 to £138.6
million at 31 December 2023.

 

Hedging security advances of £24.3 million at 31 December 2022 were recovered
during 1H 2023 as all gas swaps and the majority of fixed forward contracts
crystalised.

 

The decrease in cash balances from £432.5 million at 31 December 2022 to
£263.5 million at 31 December 2023 reflected cash flow from operations of
£378.4 million mainly offset by £279.5 million of UK tax payments, £88.8
million of dividend payments, capital expenditures of £78.3 million, net cash
outflows of £44.0 million on the Tailwind acquisition (cash consideration net
of cash and cash equivalents acquired), and £46.9 million (US$58.8 million)
on debt repayments in the post-acquisition period. Overall cash was
supplemented by Decommissioning Security Agreement ("DSA") cash advances of
£27.5 million at 31 December 2023 (31 December 2022: £nil) when cash
security temporarily lodged in respect of decommissioning obligations was
released to Serica in 2024 when replaced by security in the form of letters of
credit as provided under the new financing facility.

 

Current trade and other payables increased to £97.4 million at 31 December
2023 from £69.9 million at the end of 2022. UK corporation tax payable of
£53.7 million at 31 December 2023 (31 December 2022: £150.0 million)
reflects liabilities for corporation tax, supplementary charge and the EPL.
The decrease over the year reflected the higher level of taxable income in
late 2022 and also the timing of initial payments under the EPL.

 

Derivative financial liabilities of £4.4 million at 31 December 2023 largely
represent the valuation of UKA Emission Trading Scheme ("ETS") swaps in place
at the period end following the Tailwind acquisition. The 31 December 2022
liability of £24.9 million reflected Serica's gas swaps in place at that date
which unwound during 2023.

 

Contract liabilities of £28.8 million reflect the outstanding portion of an
underlying revenue offtake contract that was fair valued in connection with
the Tailwind acquisition (see note 16). An original liability of £54.2
million was recognised which is released to the Income Statement across 2023
and 2024 as the underlying contract unwinds.

 

Financial liabilities of £68.6 million (31 December 2022: £29.4 million) are
split between current liabilities of £3.6 million (31 December 2022: £nil)
and non-current liabilities of £65.0 million (31 December 2022: £29.4
million). Non-current financial liabilities comprise remaining deferred
consideration projected to be paid under the BKR acquisition agreements of
£35.3 million (31 December 2022: £29.4 million) and royalty liabilities of
£29.7 million (31 December 2022: £nil) for amounts payable to third parties
under the terms of Triton asset acquisitions previously made by Tailwind.
Current liabilities reflect the final contingent consideration payment of
shares issued in March 2024 in respect of the Tailwind acquisition.

 

Provisions of £116.9 million (split current of £12.9 million and non-current
of £103.9 million) predominantly relate to future decommissioning
obligations. The significant increase from the prior year balance of £25.2
million was largely due to £75.9 million of balances within the Tailwind
acquisition representing the net exposure retained by Tailwind after
reflecting the contractual undertakings in asset purchase agreements under
which the Tailwind field interests were acquired, increases of £16.4 million
from revisions to estimates in the year and a charge of £2.9 million from the
unwinding of the discounts applied. Increases were partially offset by
currency translation adjustments and some minor spend in the period.

 

Interest bearing loans of £213.0 million at 31 December 2023 (31 December
2022: £nil) comprise the RBL facility assumed with the Tailwind acquisition.
Amounts drawn in US dollars under the facility at 31 December 2023 were
US$271.2 million which are disclosed as gross drawings as all remaining
unamortised fees were expensed at year end given the impending refinancing.
The facility was US$330 million drawn at the date of acquisition with net
repayments of US$58.8 million made in the post-acquisition period to 31
December 2023. Although this facility was repaid and replaced by a new
financing facility in January 2024 it has been classified under non-current
liabilities at year end 2023 as there were no contractual obligations existing
at the year end to make repayments within one year.

 

Overall, net assets have increased from £408.7 million at year end 2022 to
£655.3 million at 31 December 2023.

 

The increase in share capital from £183.2 million to £192.9 million arose
from shares issued following the exercise of share options, shares issued
under employee share schemes and the nominal value of shares issued for the
Tailwind acquisition, whilst the increase in other reserves from £25.6
million to £29.6 million arose from share-based payments related to share
option awards. The merger reserve of £230.4 million in the consolidated Group
accounts arose in connection with the shares issued for the Tailwind
acquisition.

 

CASH BALANCES AND FUTURE COMMITMENTS

 

Current cash position and price hedging

 

At 31 December 2023 the Group held adjusted net cash of £78 million. This
consisted of cash and cash equivalents of £263.5 million (31 December 2022:
£432.5 million) plus £27.5 million of DSA cash advances net of the RBL
drawings of £213 million (31 December 2022: £nil). The DSA cash advance of
£27.5 million was temporarily lodged in respect of decommissioning
obligations and then released to Serica in 2024 when replaced by security in
the form of letters of credit as provided under the new financing facility.

 

 

 

Cash hedging security advances of £24.3 million that had been lodged with
hedge counterparties at 31 December 2022 as security against settlement of
future gas hedge instruments were fully recovered during the 1H 2023 period.
Of total cash and cash equivalents, £18.3 million was held in restricted
accounts against letters of credit issued in respect of certain
decommissioning liabilities as at 31 December 2023 (31 December 2022: £18.1
million).

 

As at 22 April 2024, the Company held cash and cash equivalents of £264.7
million and debt drawings of US$231 million (£186.7 million). This is after
2023 final tax payments of £58.2 million, capital spend and drawings under
the new finance facility totalling £9.7 million to cover arrangement fees and
other costs of the refinancing. This excludes approx. £19 million of revenues
from the March Triton oil lifting due for receipt on 1 May 2024.

 

Hedging

 

Serica carries out hedging activity to manage commodity price risk, to meet
its contracted arrangements under its RBL facility and to ensure there is
sufficient funding for future investments. At 31 December 2023 Serica held the
following instruments:

 

Oil - fixed pricing under oil offtake agreements: for 2024 approximately 2.5
million barrels at an average price of US$67 per barrel. These are applied to
individual oil tanker liftings from the Triton area FPSO and are expected to
be fully utilised during 1H 2024.

 

UKA ETS - fixed price swaps for UKA ETS products consisting of 132,000 MT at
£79.24/MT for 2024. These are spread over 2024.

 

Since year end Serica has added further oil hedges plus some gas hedges. At 18
April 2024 Serica held the following commodity price hedges:

 

 

 

Field and other capital commitments

Serica's planned 2024 investment programme includes a LWIV campaign on the
Bruce and Keith fields and a four-well drilling campaign in the Triton Area
(Bittern B1z, Gannet GE-05, Evelyn Phase 2 (EV02) and a Guillemot NW infill
well). Potential further programmes to enhance current production profiles and
extend field life are under consideration but will be reviewed carefully in
the light of the uncertainty related to the UKCS fiscal regime. In April 2024
Serica took a final investment decision on the Belinda development. Consent to
the project has been received from OPRED and NSTA approval of the final FDP is
expected shortly.

 

At 31 December 2023, the Group had commitments for future capital expenditure
relating to its oil and gas properties amounting to £214 million which relate
primarily to the Triton Area four well programme, the Bruce and Keith LWIVs,
other capital works on Bruce, Erskine, Arthur decommissioning and general
exploration.

 

The Group's only significant exploration commitment is a commitment well on
Licence P2400 (Skerryvore - Serica 20%) to be drilled before October 2025.

 

Cash projections are run periodically to examine the potential impact of
extended low oil and gas prices as well as possible production interruptions.
Serica currently has substantial net cash resources and relatively low
operating costs per boe which means that the Company is well placed to
withstand such risks and its capital commitments can be funded from existing
cash resources.

 

OTHER

 

Asset values

At 31 December 2023, Serica's market capitalisation stood at £898.5 million
based upon a share price of 229.6 pence which exceeded the net asset value of
£655.3 million. By 22 April the Company's market capitalisation had decreased
to £764.1 million

 

BUSINESS RISK AND UNCERTAINTIES

Serica, like all companies in the oil and gas industry, operates in an
environment subject to inherent risks and uncertainties. The Board regularly
considers the principal risks to which the Group is exposed and monitors any
agreed mitigating actions. The overall strategy for the protection of
shareholder value against these risks is to carry a broad portfolio of assets
with varied risk/reward profiles, to apply prudent industry practice, to carry
insurance where both available and cost effective, and to retain adequate
working capital.

 

Serica has built a strong working capital reserve which is available to
respond to a range of risks including production interruptions, severe
commodity price falls and unexpected costs. To supplement this the Company
carries business interruption insurance to mitigate the impact of ongoing
operating costs over sustained periods of production shut-in beyond an initial
60 days, where caused by events covered under such policies. The Company also
uses price hedging instruments to help manage field revenues where considered
cost effective and to meet minimum hedge requirements under its debt financing
facility.

 

The introduction of the Energy Profits Levy in May 2022, increased and
extended in November 2022 and then extended again in March 2024, has increased
the perceived risk of continuing fiscal instability directed at UK oil and gas
producers. Serica is monitoring this situation and making representations to
relevant authorities on the risks that this presents to future UK investment
in a critical national resource.

 

The principal risks currently recognised and the mitigating actions taken by
management are as follows:

 

 

 Investment Returns: Management seeks to invest in a portfolio of oil and gas
 assets and acreage capable of delivering returns to shareholders. This is
 principally conducted through acquisitions of development or producing assets
 to which it can add further value and through efficient operations and the
 addition of further commercial reserves. Delivery of this business model
 carries a number of key risks.
 Risk                                                                           Mitigation
 Business conditions may deteriorate and                                        ·      Management regularly communicates its strategy to shareholders

 stock market support may be eroded, lowering investor appetite and hindering   ·    Focus is placed on building a diverse and resilient asset portfolio
 fundraising                                                                    capable of offering investment options throughout the business cycle

                                                                                ·      Serica has recently refinanced its debt facility with a diverse
                                                                                group of international banks and extended the duration to end 2029.
 Each investment carries its own risk profile and no outcome can be certain     ·      Management aims to avoid over-exposure to individual assets, to
                                                                                identify the associated risks objectively and mitigate these where practical

 

 

 

 

 

 

 Operations: Operations may not go according to plan leading to damage,
 pollution, cost overruns or poor outcomes.
 Risk                                                                            Mitigation
 Production may be interrupted generating significant revenue loss whilst costs  ·      The Group seeks to diversify its revenue streams
 continue to be incurred

                                                                                 ·      Management determines and retains an appropriate level of working
                                                                                 capital

                                                                                 ·      The Group carries business interruption cover
 Safety may be compromised or control of wells may be lost                       ·      Safe operating procedures are applied and continually updated

                                                                                 ·      Emergency response planning is carried out and rehearsed
                                                                                 regularly
 Asset integrity of the production facilities may cause production or HSE        ·      Strict adherence is applied to Company 'Integrity Management
 disruptions                                                                     Framework' and Performance Standards

                                                                                 ·      The Company runs a comprehensive maintenance programme and
                                                                                 assurance process
 Third party offtake routes may experience restrictions or interruptions and     ·      The Group aims to diversify its exposure to offtake routes where
 full availability may depend upon sustained production from other fields in     possible
 the system

                                                                                 ·      The Group carries business interruption cover
 Capital programmes may be delayed and costs may overrun                         ·      Planned programmes incorporate the potential impact of normal
                                                                                 delays and overruns

                                                                                 ·      The Group retains working capital reserves to cover these
 The Company is reliant upon its IT systems to maintain operations and           ·      The Group employs specialist support
 communications

                                                                                 ·      Protection against external intrusion is incorporated within the
                                                                                 system and tested regularly
 Excessive flaring causes increased emissions and exceeds guidelines             ·      Close monitoring of flaring is conducted and targets set

                                                                                 ·      Work is ongoing to eliminate routine flaring from assets

 

 Personnel: The Group relies upon a pool of experienced and motivated personnel
 to conduct its operations and execute successful investment strategies
 Risks                                                                          Mitigation
 Key personnel may be lost to other companies                                   ·      The Remuneration Committee regularly evaluates incentivisation
                                                                                schemes to ensure they remain competitive

                                                                                ·      The Group seeks to build depth of experience in all key functions
                                                                                to ensure continuity
 Personal safety may be at risk in demanding operating environments, typically  ·      A culture of safety is encouraged throughout the organisation
 offshore

                                                                                ·      Responsible personnel are designated at all appropriate levels

                                                                                ·      The Group maintains up-to-date emergency response resources and
                                                                                procedures

 

 Political and commercial environment: World share and commodity markets and
 political environments continue to be volatile
  Risk                                                                            Mitigation
 Tax rates and allowances may be varied at short notice, significantly reducing   ·      Management will utilise investment incentives where available and
 retained income and adding risk to future investment planning                    consider geographical diversification
 Volatile commodity prices mean that the Group cannot be certain of the future    ·      Planning and forecasting considers downside price scenarios
 sales value of its products

                                                                                  ·      Oil and gas floor price hedging is utilised where deemed cost
                                                                                  effective

                                                                                  ·      Price mitigation strategies are considered at the point of major
                                                                                  capital commitment
 Sanctions imposed by the U.S. government may threaten continuing production      ·      Serica operates comprehensive controls to ensure compliance with
 from the Rhum field and licences are required to be renewed periodically, with   license terms
 the current licence to be renewed in January 2025

                                                                                  ·      The renewal process is initiated well in advance of renewal dates
 The UKCS licensing regime under which Serica's operational rights and            ·      Management maintains regular communication with regulatory
 obligations are defined may be subject to future change                          authorities

                                                                                  ·      The Company aligns its standards and objectives with government
                                                                                  policies as closely as possible
 Serica's reputation may be damaged impacting its ability to raise finance or     ·      The Company adheres to good governance practices and compliance
 sustain operations                                                               with legislation and regulations.
 Climate change brings a range of risks to the Group's operations, its ability    ·      These risks, mitigations and associated disclosure requirements,
 to continue investing and its reputation                                         are covered in detail in the following section on 'TCFD'.

 

 

 

Task Force for Climate-related Financial Disclosures ("TCFD")

Details of ESG strategies directed towards reducing carbon emissions and
contributing to government Net Zero targets are described on pages 75 and 76
and also in a separate ESG Report.

The TCFD framework aims to formalise the implementation and reporting of
financial disclosures related to climate change. Serica has reviewed guidance
issued by the TCFD with regard to the identification, management and reporting
of climate-related financial risks and the Company has continuously developed
its capabilities to analyse and report climate-related risks giving
consideration to the TCFD guidance.

This disclosure has been made on a voluntary basis and is a summary of
Serica's wider Climate-Related Risk disclosure, which is available separately
on Serica's website. This summary of disclosures is not in full alignment with
all 11 recommendations of the TCFD. The Company recognises the release and
implementation of the IFRS S1 and S2 standards and in 2024, will work to
enhance and align its disclosures to these standards.

Governance

 • The Board is ultimately responsible for the governance of
climate-related risks and opportunities. It sets policies and then reviews
these as appropriate.

• The Board recognises climate change as a material risk to Serica with
potential financial implications and understands that responding to the risks
associated with climate change and building resilience is integral to the
long-term success of the organisation.

• It reviews major risks regularly, receives updates from its committees and
also takes direct reports from key personnel. It sets general policy related
to climate risks and opportunities, identifies where further actions are
required and delegates authorities accordingly. This includes progress on
emissions reduction, general environmental performance, developments in
climate-related regulation and cost impacts.

• The Sustainability Committee, which was formed in 2023, reports to the
Board on the effectiveness of the Company's ESG Programmes and the management
of climate-related risks and opportunities. The Committee also reviews
Serica's environmental performance for both operated and non-operated assets
and has input into metrics and targets used to measure environmental
performance. The Committee aids in steering Serica's long-term emissions
reduction strategy ensuring that decarbonisation projects are progressing in a
timely manner.

• The Health, Safety and Environment Committee reports to the Board on the
effectiveness of the Company's HSEQ programme and ensures that risks,
including environmental or carbon-related hazards are fully assessed and
appropriately mitigated. In addition, this committee ensures that all
personnel, including contractors employed by the Company, are fully aware of
their HSE responsibilities and have been properly trained.

• The Audit Committee supervises the financial analysis of climate-related
risks and opportunities and its incorporation into economic and investment
models.

• The Remuneration Committee determines employee compensation packages and
bonus structures which incorporate incentives to deliver climate-related
objectives.

• The above committees all meet regularly as required.

Strategy

The Company's focus is on acquiring or developing oil and gas assets,
extending the producing lives of mid-to-late life assets and developing
additional reserves where this can be done with a low carbon footprint,
typically by utilising existing processing and export facilities.

Serica aligns with the UK government's commitment to achieving Net Zero
emissions by 2050. Although our current assets are estimated to cease
production well before 2050, Serica takes into account the incremental
emissions reduction targets of the North Sea Transition Deal when making
strategic decisions. Serica uses the risk categories recommended by the TCFD
to identify and assess climate-related risk and opportunities: namely
transition risks, including policy, legal, technology, market changes, and
physical risks resulting from event driven (acute) or longer-term (chronic)
shifts in climate patterns.

Serica also recognises the opportunities presented to its organisation that
are associated with climate change and the transition to a low carbon economy.
These include divestments by larger companies of assets where Serica can seek
to improve environmental performance, investment in energy efficient
technology and collaboration between asset and infrastructure owners.
Domestically produced gas has a strategic role to play in the UK's energy
transition. This offers a lower carbon alternative to more carbon intensive
fuels and LNG imports, and also assists in protecting the UK's security of
energy supply as global energy sourcing is restructured. Serica is well-placed
to apply its proven capabilities to extending the production lives of such
assets whilst driving carbon-reduction programmes.

Serica has developed operational objectives which are aligned with
climate-related risk reduction and climate change resilience planning. These
include:

• Creation of emissions-related key performance indicators ("KPIs") and
targets that directly affect employee bonus payments, including those of the
Senior Management and Executive Teams;

• Formation of a Sustainability Board Committee, to focus on specific ESG
topics and issues, including climate-related risk and opportunities;

• Continued development and enhancement of a robust ESG policy and strategy
with a corresponding communication structure to internal and external
stakeholders;

• A dedicated VP ESG and Business Innovation position to lead strategy
development, drive change and support continuous improvement in emissions
performance and wider ESG commitments;

• Creation of an Emissions Reduction Group that looks at opportunities to
reduce Serica's carbon emissions in line with Industry targets. This group is
led by Serica's Energy Transition Engineering Advisor;

• Active membership of the Net Zero Technology Centre, whose aim is to help
accelerate the development and implementation of technology to lower
emissions;

• Alignment to recognised international ESG benchmarks and transparency
initiatives such as the Global Reporting Initiative ("GRI") and Sustainability
Accounting standards Board ("SASB") in addition to developing a response to
the TCFD recommendations;

• Continued development of an ESG strategy ensuring associated commitments
and disclosures are aligned with investor and lender requirements;

• Empowering employees to identify and own ESG initiatives within the Serica
organisation and the wider community; and

• Integration of internal stakeholder communications to ensure that the
requirements of finance and ESG are aligned.

Scenario Analysis

The TCFD recommends that business resilience to climate risks should be
assessed through scenario analysis. Scenarios begin with the end goal, i.e.
limiting global temperature rise to 1.5°C, and then model the steps that
society, industry, governments, etc. must take in order to achieve it. The
scenarios describe the impact on factors such as supply, demand, regulations,
taxes and commodity pricing. Serica has taken a pragmatic approach to
modelling and looks at the comparative changes to commodity and carbon prices
under different scenarios. Serica has decided to base its analysis on three
scenarios developed by the International Energy Agency's (IEA) World Outlook:

1. Net Zero - accelerated emissions reduction to achieve Net Zero emissions in
the energy industry by 2050

2. Stated Policies - slower progress based upon existing governmental policies

3. Announced Pledges - all current targets and announced pledges are met by
countries with temperature-limiting targets narrowly missed

In 2023, Serica ran quantitative scenario analysis against its business
economic models on the whole Serica asset portfolio. Parameters for the
economic models were based on those of the International Energy Agency's
("IEA") 2022 Net Zero, Stated Policies, and Announced Pledges scenarios and
concentrated on carbon prices and commodity prices. The results of the
exercise confirmed that Serica's business models remain resilient under these
scenarios. Serica will continue to use scenario analysis to test its
resilience under different climate scenarios.

Serica is currently partially aligned with the Strategy C recommendation.
Information on future steps can be found in Serica's TCFD Summary Report.

Climate Risk Management

• The Senior Management Team is structured and empowered to ensure that the
Board has the necessary climate-related information to assess and manage the
associated risks and opportunities. The team is responsible for compliance
with and reporting against the organisational climate-related metrics and
targets in their individual business areas. The team evaluates climate-related
risks and opportunities as an integral part of its business activities
developing risk management systems, standards and procedures as required to
achieve this.

• Serica's Risk Management Policy underlines the identification, assessment
and mitigation of climate-related risks.  As its existing assets are all
currently projected to cease production within the next ten to fifteen years,
this is the key period of focus for the Company.

• Serica uses an Operating Risk Management Framework and risk assessment
matrix to capture, rank and manage significant risks.

• Having assessed climate-related risks the Company either identifies
specific mitigating actions and programmes or, where such specific responses
are not considered feasible, builds likely financial impacts into valuations
and planning.

• When investigating new investment opportunities and acquisitions, reviews
are conducted of all climate-related risks and potential mitigations.

• As Serica's climate-related risk identification and management programme
progresses, regular updates are provided to the Board and where appropriate
added into the Group's risk register which is then reviewed monthly. As
Serica's existing fields are all currently projected to cease production
within the next fifteen years, this is the key period of focus for the
Company. Therefore, Serica has primarily targeted its considerations of
climate-related risks and opportunities over the short and medium terms.
Serica have defined the time period for short, medium and long terms risks as:

• Short term risks: 1 - 3 years

• Medium term risks: 4 - 9 years

• Long term risks: 10 + years

 

A summary of Serica's transition and physical risks is presented in the table
below.

 Risk Description                                                              Perceived             Potential Consequences                                                           Mitigations/Actions

                                                                               impact

                                                                               timescale
 Transition Risk
 Sources of finance including equity markets and debt providers may be harder  Short Term            ·          All lenders reduce funding available to exploration and               • Serica has put in place a new six-year financing facility with a group of
 to access or become more expensive                                                                  production companies and this may impact debt terms and/or debt capacity.        international banks. This facility includes provisions for the incorporation

                                                                                of ESG performance indicators
                                                                                                     ·          Demonstration of the impacts of climate change and

                                                                                                     associated company action are likely for the basis of access to finance.         • The Company also seeks to retain a range of alternative financing options

                                                                                                     ·          Organisations with poor ESG commitments, disclosures and              • Potential funding cost increases and loan structures (i.e. sustainability
                                                                                                     performance can expect to see materially reduced lending appetite over time.     led loans) are considered when planning investments

                                                                                                     ·          Cost of debt and debt capacity significantly impacted by
                                                                                                     anti-fossil fuel pressures in the lending community.

                                                                                                     ·          Less debt capacity and increased cost of debt may lead to
                                                                                                     reduced asset and company valuation.
 The transition away from fossil fuel-based power generation may restrict the  Medium to Long term   ·          Reduced demand for goods and services due to shift in                 • The impact of the value of future reserves is lower for later periods of
 future demand for, or production of, the Company's oil and gas reserves                             consumer preferences                                                             production due to discounting

                                                                                                     ·          Increased production costs due to changing input prices
• Since the acquisition of Tailwind Energy, the Company's reserves are more
                                                                                                     (e.g. energy, water) and output requirements (e.g. waste treatment)              evenly split between oil and gas mitigating the risk of demand for one

                                                                                commodity over another
                                                                                                     ·          Abrupt and unexpected shifts in energy costs

• The Company closely follows industry related forecasts and trends from
                                                                                                     ·          Change in revenue mix and sources, resulting in decreased             numerous sources
                                                                                                     revenues

• The Company reviews opportunities for investment in clean technology and
                                                                                                     ·          Re-pricing of assets (e.g. fossil fuel reserves, land                 is currently involved in projects with the Net Zero Technology Centre
                                                                                                     valuations, securities valuations)

                                                                                                     ·          R&D expenditures in new and alternative technologies

                                                                                                     ·          Capital investments in technology development

                                                                                                     ·          Costs to adopt/deploy new practices and processes
 Energy transition objectives may bring additional costs, levies, or taxes     Short term            ·          Increases the risk associated with longer term capital                • Estimates of climate-related charges are included in cost estimates where
                                                                                                     investments                                                                      reasonably identifiable

                                                                                                     ·          Increased operating costs (e.g., higher compliance costs,
• Management prioritises the delivery of ESG objectives aimed at mitigating
                                                                                                     increased insurance premiums)                                                    any additional carbon levies, i.e., by reducing its asset emissions

                                                                                                     ·          Write-offs, asset impairment, and early retirement of
• The impact of the Energy Profits Levy and potential changes are taken into
                                                                                                     existing assets due to policy changes                                            account when running corporate economic models, resilience testing and

                                                                                assessing new acquisitions
                                                                                                     ·          Increased costs and/or reduced demand for products and
                                                                                                     services resulting from fines and judgments
 The range of potential acquisitions may be restricted by ESG considerations   Short to Medium Term  ·          Reduced revenues from lower sales/output                              • Management considers the emissions profiles of potential acquisition

                                                                                targets and the mitigating actions that it can implement
                                                                                                     ·          Reduced capital availability

• It prioritises opportunities to deliver low carbon intensity production
                                                                                                                                                                                      into the UK market compared to imports

• The Company reviews investments in countries outside the UK and their
                                                                                                                                                                                      climate-related policies and outlook
 The industry or Company's reputation could be damaged as the oil and gas      Short to Medium Term  ·          Reduced revenue from decreased demand for goods/services              • Ensure the Company reports transparently and follows internationally
 industry is perceived negatively by external stakeholders
                                                                                recognised ESG reporting guidelines
                                                                                                     ·          Reduced revenue from decreased production capacity (e.g.,

                                                                                                     delayed planning approvals, supply chain interruptions)
• Regularly engage with stakeholders on its ESG activities and performance

                                                                                                     ·          Reduced revenue from negative impacts on workforce
                                                                                                     management/planning (e.g., employee attraction/retention)
 Physical Risk
 More extreme weather patterns may threaten or disrupt operations or supply    Short to Long Term    ·          Reduced revenue in the short term due to decreased                    • The Company seeks to maintain robust transport and supply chains
 chain                                                                                               production capacity (e.g. transport difficulties, supply chain interruptions)

                                                                                • The impact of extreme climatic conditions such as exceptional waves are
                                                                                                     ·          Reduced revenue and higher costs in the short term due to             incorporated into risk management scenarios
                                                                                                     negative impacts on workforce (e.g. health, safety, absenteeism)

                                                                                • The Company operates under a Severe Weather Action Plan
                                                                                                     ·          Write-offs and early retirement in the long term of

                                                                                                     existing assets (e.g. damage to property and assets in "high-risk" locations)

                                                                                                                                                                                      • Plan contingency into operations such as drilling/diving/seismic to

                                                                                reflect poor weather
                                                                                                     ·          Increased operating costs in the long term (e.g.
                                                                                                     inadequate water supply for hydroelectric plants or to cool nuclear and fossil
                                                                                                     fuel plants)

                                                                                                     ·          Increased capital costs in the long term (e.g. damage to
                                                                                                     facilities)

                                                                                                     ·          Reduced revenues from lower sales/output

                                                                                                     ·          Increased insurance premiums and potential for reduced
                                                                                                     availability of insurance on assets in "high-risk" locations in the long term

 

Serica is currently partially aligned with the Risk Management B
recommendation. Information of future steps can be found in Serica's TCFD
Summary Report.

Metrics and Targets

Criteria used to assess climate-related risks is aligned to the criteria used
in Serica's risk assessment matrix. This matrix looks at the potential
frequency of an event or risk occurring and the potential financial impact
this may have on the organisation. Once its likelihood and potential financial
impact has been determined it is given a risk rating, which is then used by
Serica to rank the risks in relation to their severity and importance.
Naturally, there is a focus to concentrate efforts on mitigating the most
significant risks identified.

Carbon emissions data is collected from Serica's assets, including operated
and partnered facilities. Serica assures this data for consistency and
comparability throughout its portfolio over time. This data is used to ensure
compliance with UKCS emissions regulation and to comply with all operating
permits and consents associated with Serica's assets. It also provides
benchmarks for delivering emissions reductions through the adoption of
meaningful and achievable carbon reduction targets.

Serica is fully aligned to the emission reduction targets as set out in the
North Sea Transition Deal, which commits the UK oil and gas industry to reduce
absolute basin emissions by 10% by 2025, by 25% by 2027, 50% by 2030, and
become Net Zero by 2050 from a 2018 baseline. Serica also supports the World
Bank's target of reaching zero routine flaring by 2030.

Serica sets annual emissions targets as part of its annual bonus scheme.
Performance against these targets is directly linked to the remuneration of
our staff and executives. Serica has implemented ESG bonus linked targets
since 2021.

The environmental targets put in place for the Bruce Hub in 2023 included:

•        Limiting total Scope 1 emissions to below 200,000 tonnes of
CO(2)

•        Limiting total volumes of flared gas to under 5,000 tonnes

In 2023, Serica achieved both targets, with total Scope 1 emissions reaching
179,447 tonnes of CO(2) by the end of the year and total flaring volumes
limited to 4,708 tonnes. The main contributors to this were the successful
implementation of the temporary power generators installed for the summer
maintenance shutdown, which saved approximately 5,500 tonnes of CO(2) from
being emitted. Further details on Scope 1 and 2 emissions can be found on page
76 of the Annual Report and Accounts.

In 2024, Serica will continue to tie emissions reduction initiatives to its
remuneration and corporate bonus scheme and has implemented the following
emissions related targets:

•        Limiting total Scope 1 carbon intensity to 15.5
kgCO(2)/boe

This target is intensity based and performance is monitored on a regular basis
and is reported across the organisation, including the Board and all staff and
contractors. Details on executive remuneration can be found on page ** of the
Annual Report and Accounts.

Serica also has a suite of other environmental targets and KPIs used to
monitor its performance, these include the average daily flaring volumes, the
percentage of waste diverted from disposal, the volume of general waste
generated and quantity of oil in produced water that is discharged to sea.
Performance against these targets is also monitored on a regularly and
performance is reported across the organisation.

The Company's main business is the acquisition, development and production of
commercially attractive oil and gas reserves in a safe and environmentally
sensitive manner. This is achieved both through pursuing the full cycle of
exploration, discovery, development and production and also through acquiring
existing reserves where management believe that further value can be added.

Further information upon the Company's HSEQ and ESG policies and delivery can
be found within the ESG Report which will be issued along with the 2023 Annual
Report.

Serica is currently partially aligned with the Metrics and Targets A
recommendation. Information on future steps can be found in Serica's TCFD
Summary Report.

 

 

 

Key Performance Indicators ("KPIs")

 

The Company's main business is the acquisition, development and production of
commercially attractive oil and gas reserves in a safe and environmentally
sensitive manner. This is achieved both through pursuing the full cycle of
exploration, discovery, development and production and also through acquiring
existing reserves where management believe that further value can be
added.

 

Operational and financial performance is tracked through the following KPIs
whose progress is covered within the Review of Operations and Finance Review
within this strategic report:

 

·      Daily production volumes

·      Production costs per barrel of oil equivalent

·      Realised sales income per barrel of oil equivalent

 

HSE performance is tracked through the following KPIs whose progress is
covered within an updated ESG Report:

 

·      Recordable incidents and injuries

·      Workforce engagement in HSE

·      Quality of discharges to water and air

·      Ongoing maintenance programmes

 

ESG performance is tracked through the following KPIs whose progress is
covered within the ESG Report:

 

·      Annual carbon emissions

·      Flare volumes

·      Scope 1 carbon intensity

 

Elements falling within each of the above categories are included within
annual incentive schemes for all Group employees.

 

The Company tracks its new business development objectives through the
building of a risk-balanced portfolio of full cycle assets. Specific KPI's are
not applied due to the range of different potential acquisition targets.
However, successful delivery will add to future production volumes and net
realised income.

 

Further information upon the Company's HSEQ and ESG policies and delivery can
be found within the ESG Report which will be issued along with the 2023 Annual
Report.

 

Section 172 statement

 

The Directors' statement under Section 172 of the Companies Act 2006 is
included on pages 72 to 74.

 

Additional Information

 

Additional information relating to Serica, can be found on the Company's
website at www.serica-energy.com (http://www.serica-energy.com) and on SEDAR
at www.sedar.com (http://www.sedar.com)

 

The Strategic Report has been approved by the Board of Directors.

 

 

On behalf of the Board

Mitch Flegg

Chief Executive Officer

23 April 2024

 

Forward Looking Statements

This disclosure contains certain forward looking statements that involve
substantial known and unknown risks and uncertainties, some of which are
beyond Serica Energy plc's control, including: the impact of general economic
conditions where Serica Energy plc operates, industry conditions, changes in
laws and regulations including the adoption of new environmental laws and
regulations and changes in how they are interpreted and enforced, increased
competition, the lack of availability of qualified personnel or management,
fluctuations in foreign exchange or interest rates, stock market volatility
and market valuations of companies with respect to announced transactions and
the final valuations thereof, and obtaining required approvals of regulatory
authorities.  Serica Energy plc's actual results, performance or achievement
could differ materially from those expressed in, or implied by, these forward
looking statements and, accordingly, no assurances can be given that any of
the events anticipated by the forward looking statements will transpire or
occur, or if any of them do so, what benefits, including the amount of
proceeds, that Serica Energy plc will derive therefrom.

 

 

 Serica Energy plc
 Group Income Statement
 For the year ended 31 December 2023

                                                      2023       2022

                                                Note  £000       £000

 Continuing operations
 Sales revenue                                  4     632,638    812,423

 Cost of sales                                  5     (326,064)  (218,155)

 Gross profit                                         306,574    594,268

 Hedging income/(expense)                       6     4,762      (24,507)
 Contract revenue - other                       16    23,904     -
 Exploration and pre-licence costs                    (2,103)    (185)
 E&E asset write-offs                           12    (8,741)    (82,749)
 Administrative expenses                              (19,637)   (9,225)
 Transaction costs                              29    (10,085)   (1,785)
 Foreign exchange (loss)/gain                         (3,591)    3,903
 Share-based payments                           25    (3,975)    (3,510)
 Gain on acquisition                            29    34,048     -

 Operating profit before net finance revenue          321,156       476,210
 and tax
 Change in fair value of financial liabilities  19    (7,584)    8,407
 Finance revenue                                8     13,532     4,499
 Finance costs                                  8     (21,481)   (938)

 Profit before taxation                               305,623    488,178

 Taxation charge for the year                   9     (202,639)  (310,382)

 Profit for the year                                  102,984    177,796

 Profit for the year attributable to:
 Equity owners of the Company                         102,984    177,796

 Earnings per ordinary share - EPS
 Basic EPS on profit for the year (£)           10    0.29       0.65
 Diluted EPS on profit for the year (£)         10    0.27       0.62

 

 

Serica Energy plc

Group Statement of Comprehensive Income

For the year ended 31 December 2023

 

                                                                                              2023      2022
                                                                                              £000      £000

 Profit for the year                                                                          102,984   177,796

 Other comprehensive loss
 Items that may be subsequently reclassified to income statement:
 Exchange differences on translation                                                          (11,729)  -
 Other comprehensive loss for the year                                                        (11,729)  -

 Total comprehensive profit for the year                                                      91,255    177,796

 Total comprehensive profit attributable to:
 Equity owners of the Company                                                                 91,255    177,796

 

 

Serica Energy plc

Registered Number: 5450950

Group Balance Sheet

As at 31 December 2023

                                            2023       2022
                                      Note  £000       £000
 Non-current assets
 Exploration & evaluation assets      12    1,930      1,001
 Property, plant and equipment        13    711,499    265,907
 Deferred tax asset                   9     84,107     -
                                            797,536    266,908
 Current assets
 Inventories                          14    10,888     3,998
 Trade and other receivables          15    138,610    134,627
 Hedging security advances            16    -          24,320
 Decommissioning security advances    17    27,537     -
 Cash and cash equivalents            17    263,492    432,529
                                            440,527    595,474

 TOTAL ASSETS                               1,238,063  862,382

 Current liabilities
 Trade and other payables             18    97,415     69,887
 Corporate tax payable                      53,660     149,998
 Derivative financial liabilities     16    4,371      24,914
 Contract liabilities                 16    28,829     987
 Financial liabilities                19    3,635      -
 Provisions                           20    12,935     -

 Non-current liabilities
 Financial liabilities                19    65,003     29,378
 Provisions                           20    103,918    25,199
 Deferred tax liability               9     -          153,295
 Interest bearing loans               21    213,035    -
 TOTAL LIABILITIES                          582,801    453,658

 NET ASSETS                                 655,262    408,724

 Share capital                        23    192,921    183,177
 Merger reserve                       23    230,350    -
 Other reserve                        25    29,551     25,576
 Accumulated funds                          214,169    199,971
 Currency translation reserve               (11,729)   -
 TOTAL EQUITY                               655,262    408,724

 

Approved by the Board on 23 April 2024

 

 

Mitch Flegg
               Martin Copeland

Chief Executive Officer
Chief Financial Officer

 

Serica Energy plc

Group Statement of Changes in Equity

For the year ended 31 December 2023

 

                                      Share capital  Merger reserve  Other reserve  Currency translation reserve  Accumulated funds  Total
                                      £000           £000            £000           £000                          £000               £000

 At 1 January 2022                    181,993        -               22,066         -                             68,469             272,528

 Profit for the year                  -              -               -              -                             177,796            177,796
 Total comprehensive income           -              -               -              -                             177,796            177,796
 Issue of shares                      1,184          -               -              -                             -                  1,184
 Share-based payments                 -              -               3,510          -                             -                  3,510
 Dividend paid                        -              -               -              -                             (46,294)           (46,294)

 At 31 December 2022                  183,177        -               25,576         -                             199,971            408,724

 Profit for the year                  -              -               -              -                             102,984            102,984
 Other comprehensive income           -              -               -              (11,729)                      -                  (11,729)
 Total comprehensive income           -              -               -              (11,729)                      102,984            91,255
 Issue of shares                      9,744          230,350         -              -                             -                  240,094
 Share-based payments                 -              -               3,975          -                             -                  3,975
 Dividend paid                        -              -                              -                             (88,786)           (88,786)

 At 31 December 2023 (unaudited)      192,921        230,350         29,551         (11,729)                          214,169        655,262

 

 

 

 Serica Energy plc
 Group Cash Flow Statement
 For the year ended 31 December 2023
                                                                      2023       2022
                                                                      £000       £000
                                                  Note
 Cash inflow from operations                      24                  378,369    704,858
 Taxation paid                                                        (279,463)  (143,500)
 Decommissioning spend                                                (896)      (1,218)
 Net cash inflow from operating activities        24                  98,010     560,140

 Investing activities:
 Interest received                                                    13,532     4,499
 Purchase of E&E assets                                               (9,673)    (80,801)
 Purchase of property, plant and equipment                            (68,588)   (16,298)
 Cash outflow from BKR business combination       19                  -          (93,871)
 Acquisition of subsidiary, net of cash acquired  29                  (44,036)   -
 Net cash flow from investing activities                              (108,765)  (186,471)

 

 Financing activities:
 Payments of lease liabilities                         26   (628)       (132)
 Proceeds from issue of shares                         23   801         1,184
 Repayment of borrowings                               21   (81,406)    -
 Proceeds from borrowings                              21   34,478      -
 Dividends paid                                        11   (88,786)    (46,294)
 Finance costs paid                                         (18,832)    (385)
 Net cash flow from financing activities                    (154,373)   (45,627)

 Net (decrease)/increase in cash and cash equivalents                   328,042

                                                            (165,128)
 Effect of exchange rates on cash and cash
 equivalents                                                (3,909)     1,503
 Cash and cash equivalents at 1 January                24   432,529     102,984
 Cash and cash equivalents at 31 December              24   263,492     432,529

 

Serica Energy plc

 

Notes to the Financial Statements

 

1.   Authorisation of the Financial Statements and Statement of Compliance
with UK adopted International Accounting Standards

 

These are not the statutory accounts of the Group and the Company prepared in
accordance with the Companies Act. The Group's financial statements for the
year ended 31 December 2023 were authorised for issue by the Board of
Directors on 23 April 2024 and the balance sheet was signed on the Board's
behalf by Mitch Flegg and Martin Copeland. Serica Energy plc is a public
limited company incorporated and domiciled in England & Wales with its
registered office at 48 George Street, London, W1U 7DY. The principal activity
of the Company and its subsidiaries (together the 'Group') is to identify,
acquire and subsequently exploit oil and gas reserves. A listing of the
Group's companies is contained in note 30 to these Group financial statements.
Its current activities are located in the United Kingdom. The Company's
ordinary shares are traded on AIM.

 

The Group's financial statements have been prepared in accordance with UK
adopted International Accounting Standards as they apply to the financial
statements of the Group for the year ended 31 December 2023. The principal
accounting policies adopted by the Group are set out in note 2.

 

2. Accounting Policies

 

Basis of Preparation

 

The accounting policies which follow set out those policies which apply in
preparing the financial statements for the year ended 31 December 2023.

 

The Group financial statements have been prepared on a historical cost basis
and presented in £ sterling. All values are rounded to the nearest thousand
pounds (£000) except when otherwise indicated.

 

In preparing the Group financial Statements management has considered the
impact of climate change. These considerations did not have a material impact
on the financial reporting judgements and estimates and consequently climate
change is not expected to have a significant impact on the Group's going
concern assessment to June 2025 nor the viability of the Group over the next
five years. However, governmental and societal responses to climate change
risks are still developing, and are interdependent upon each other, and
consequently financial statements cannot capture all possible future outcomes
as these are not yet known. It is recognised that Net Zero targets and third
party expectations may drive government action that imposes further
requirements and costs on companies in the future.  The Group has additional
planned expenditure related to flare gas recovery and other emission reduction
measures, however, as all of the Group's currently producing assets are
projected to cease production by 2036, it is believed that any such future
changes would have a relatively limited impact compared to assets with longer
durations.

 

Going Concern

The Directors are required to consider the availability of resources to meet
the Group's liabilities for the period ending 30 June 2025, the 'going concern
period'.

As at 22 April 2024 the Group held cash and term deposits of £264.7 million
including £18.3 million of restricted funds.  Following the re-financing
completion in January 2024, separate RBL liquidity headroom of US$232 million
existed at 31 March 2024 (US$231 million drawn versus US$463 million
available). See note 21 for further details of the current RBL facility.

 

The acquisition of Tailwind in 2023 gives the Group increased production and
operating cash flows, a balance in product mix between gas and oil, and two
main operating hubs which reduces the potential impact of production
interruptions.

The Group regularly monitors its cash, funding and liquidity position,
including available facilities and compliance with facility covenants. Near
term cash projections are revised and underlying assumptions reviewed,
generally monthly, and longer-term projections are also updated regularly.
Downside price and other risking scenarios are considered. In addition to
commodity sales prices the Group is exposed to potential production
interruptions and these are also considered under such scenarios. In recent
years, management has given priority to building a strong cash reserve which
can respond to different types of risk.

For the purposes of the Group's going concern assessment we have reviewed two
cash projections for the going concern period. These projections cover a base
case forecast and an extreme stress test scenario for the operations of the
Group. RBL repayments have been assumed based on the current redetermination
and no covenant compliance matters noted.

The base case assumptions for the going concern period included commodity
pricing of 70 pence/therm for gas and US$80/bbl for oil for the remainder of
2024 and 75 pence/therm gas and US$75/bbl oil for 1H 2025. Production, opex,
capex and tax assumptions are those currently included in standard management
forecasting. The forward looking price assumptions are considered as
reasonable in light of recent commodity forward pricing and a consensus of
published forecasts from the industry, brokers and other analysts.

The stress test assumptions assume a full six-month shut-in of Triton hub
production for 2H 2024 and a full six-month shut-in of BKR hub production for
1H 2025. Production remains at base case levels to the end of the going
concern period outside of these separate production hub shut-ins. Base case
commodity pricing is retained for 2024 but lower commodity pricing of 50
pence/therm gas and US$60/bbl oil are assumed for the 1H 2025 period in this
scenario which are significantly below the range of current market
expectations for the going concern period. Under this scenario, which would
result in lower cash inflows and any repayments of the RBL facility as
redetermined, the Group was able to maintain sufficient cash to meet its
obligations and maintain covenant compliance. A number of mitigating factors
and mitigating actions that are under management control are available to
management in the stress test event. These would mitigate the reduced
operating cash outflows experienced and are not included in the projection.

After making enquiries and having taken into consideration the above factors,
the Directors considered it appropriate that the Group has adequate resources
to continue in operational existence for the going concern period.
Accordingly, they continue to adopt the going concern basis in preparing the
financial statements.

 

 

 

 

 

 

 

 

 

 

 

Use of judgement and estimates and sources of estimation uncertainty

 

The preparation of financial statements in conformity with UK-adopted
International Accounting Standards requires management to make judgements and
estimates that affect the reported amounts of assets and liabilities as well
as the disclosure of contingent assets and liabilities at the balance sheet
date and the reported amounts of revenues and expenses during the reporting
period. Estimates and judgements are continuously evaluated and are based on
management's experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances. Actual
outcomes could differ from these estimates. The Group has identified the
following areas where significant judgement, estimates and assumptions are
required, which following the acquisition of Tailwind Energy Investments Ltd
in the year now include the acquisition of assets via a business combination
and the recognition of deferred tax assets.

 

I) Uses of judgement

Key sources of judgement that may have a significant risk of causing material
adjustment to the amounts recognised in the financial statements are as
follows: assessing whether impairment triggers exist that might lead to the
impairment of the Group assets (including oil and gas producing &
development assets and Exploration and Evaluation "E&E" assets): assessing
factors involved in the fair value assessments required upon a business
combination; and taxation including recognition of deferred tax assets.

 

Details on these sources of judgements are given below.

 

Assessment of the impairment indicators of intangible and tangible assets

The Group monitors internal and external indicators of impairment relating to
its intangible and tangible assets, which may indicate that the carrying value
of the assets may not be recoverable. The assessment of the existence of
indicators of impairment in E&E assets involves judgement, which includes
whether licence performance obligations can be met within the required
regulatory timeframe, whether management expects to fund significant further
expenditure in respect of a licence, and whether the recoverable amount may
not cover the carrying value of the assets. For development and production
assets judgement is involved when determining whether there have been any
significant changes in the Group's oil and gas reserves.

 

A review was performed for any indication that the value of the Group's oil
and gas assets may be impaired at the balance sheet date of 31 December 2023
in accordance with the stated policy and no impairment triggers were noted.

 

Acquisition through business combination

The Group made a significant acquisition in the year - see note 29 for further
details of the final purchase price allocation, including the assets and
liabilities acquired, the gain on purchase arising on acquisition and details
of the consideration paid. The acquisition was accounted for as a business
combination under IFRS 3. The assets and liabilities identified in the
purchase price allocation include oil & gas assets, decommissioning
liabilities, deferred tax assets and liabilities, contract liabilities,
derivatives and working capital.

 

In determining the fair value on acquisition of a pre-existing oil revenue
contract a judgement was made to value the contract at the differential
between the contract pricing and market price and to unwind the liability
through 'contract revenue - other' in the income statement upon satisfaction
of the performance obligations of the contract.

 

Taxation including the recognition of deferred tax assets

The Group's operations are subject to a number of specific tax rules which
apply to exploration, development and production companies such as the Energy
Profits Levy, ring-fenced Corporation Tax at 30%, the Supplementary Charge of
10% and the application of investment allowances. As a result of these
factors, the tax provision process necessarily involves the use of a number of
judgements around expenditure deductible under different ring-fenced tax
rules. Further recognition of deferred tax assets on the acquisition date of
Tailwind involves judgement that it is appropriate to anticipate tax losses to
be available in relation to planned restructuring.

 

II) Sources of estimation uncertainty

 

Key sources of estimation uncertainty

The key sources of estimation uncertainty that may have a significant risk of
causing material adjustment to the amounts recognised in the financial
statements are: the assessment of commercial reserves and production profiles;
and decommissioning provisions.

 

Details on these key sources of estimation uncertainty are given below.

 

Assessment of commercial oil and gas reserves

Management is required to assess the level of the Group's commercial reserves
together with the future expenditures to access those reserves, which are
utilised in determining the depletion charge for the period, decommissioning
provisions, whether deferred tax assets are recoverable and assessing whether
any impairment charge is required. Estimates of oil and gas reserves require
critical judgement. The Group uses proven and probable ("2P") reserves (see
page 16) as the basis for calculations of depletion and expected future cash
flows from underlying assets because this represents the reserves management
intends to develop. The Group employs independent reserves specialists who
periodically assess the Group's level of commercial reserves by reference to
data sets including geological, geophysical and engineering data together with
reports, presentation and financial information pertaining to the contractual
and fiscal terms applicable to the Group's assets. In addition, the Group
undertakes its own assessment of commercial reserves and related future
capital expenditure by reference to the same data sets using its own internal
expertise. A 10% reduction in the assessed quantity of commercial reserves
would lead to an increase in the depletion charge for 2023 of £12.3 million
(2022: £8.5 million).

 

Decommissioning provisions

Amounts used in recording a provision for decommissioning are estimates based
on current legal and constructive requirements and current technology and
price levels for the removal of facilities and plugging and abandoning of
wells. Due to changes in relation to these items, the future actual cash
outflows in relation to decommissioning are likely to differ in practice. To
reflect the effects due to changes in legislation, requirements and technology
and price levels, the carrying amounts of decommissioning provisions are
reviewed on a regular basis. The effects of changes in estimates do not give
rise to prior year adjustments and are dealt with prospectively. While the
Group uses estimates and assumptions, actual results could differ from these
estimates. Expected timing of expenditure can also change, for example in
response to changes in laws and regulations or their interpretation, and/or
due to changes in commodity prices. The payment dates are uncertain and depend
on the production lives of the respective fields. For further details
including sensitivities of the calculation to changes in input variables (see
note 20).

 

Non-key sources of estimation uncertainty

Non-key sources of estimation uncertainty include determining the fair value
of contingent consideration, royalty liabilities, recoverability of deferred
tax and fair value of assets and liabilities acquired through the Tailwind
acquisition.

 

Determining the fair value of contingent consideration on BKR acquisitions

The Group determined the fair value of initial contingent consideration
payable based on discounted cash flows at the time of the acquisition in 2018,
calculated for each separate component of the contingent consideration. Any
cash flows specific to the contingent consideration also reflect applicable
commercial terms and risks. In calculating the fair value of the remaining
contingent consideration on the BKR acquisitions payable as at 31 December
2023, assumptions underlying the calculation were updated from 2022. These
included updated commodity prices, production profiles, future opex, capex and
decommissioning cost estimates, discount rates, proved and probable reserves
estimates and risk assessments. For further details including sensitivities of
the calculation to changes in input variables (see note 19).

 

Royalty liabilities

The Group determined the fair value of a royalty liability assumed upon the
Tailwind acquisition in 2023 at the time of the acquisition and subsequently
as at 31 December 2023.  In calculating the fair value of the royalty
payable, assumptions included commodity prices, future production and discount
rates. For further details including sensitivities of the calculation to
changes in input variables (see note 19).

 

Recoverability of deferred tax assets

Deferred tax assets, including those arising from unutilised tax losses,
require management to assess the likelihood that the Group will generate
sufficient taxable profits in future periods, in order to utilise recognised
deferred tax assets. Assumptions about the generation of future taxable
profits depend on management's estimates of future cash flows. These estimates
are based on forecast cash flows from operations (which are impacted by
production and sales volumes, oil and natural gas prices, reserves, operating
costs, decommissioning costs, capital expenditure, dividends and other capital
management transactions) and judgement about the application of existing tax
laws - see use of judgements: Taxation. There is no critical estimation
uncertainty at the end of the reporting period.

 

Fair value of assets and liabilities acquired through the Tailwind acquisition

Estimates are required to be made regarding the calculation of the fair value
of the oil and gas assets acquired, including estimating the future cash flows
expected to arise from the CGUs in the acquired business using discounted cash
flow models. Key assumptions include: commodity prices, discount rates and oil
and gas reserves estimates. In addition, the Group has considered the value
that a market participant would prescribe to prospective resources in
determining the fair value of the oil & gas assets acquired. In
determining the value of the deferred tax asset recognised on acquisition, the
Group has also made assumptions in respect of the amount of tax losses brought
forward which will be available to offset against future taxable profits of
the Group. There is no critical estimation uncertainty related to this
estimate at the end of the reporting period.

 

Basis of Consolidation

 

The consolidated financial statements include the accounts of Serica Energy
plc (the "Company") and entities controlled by the Company (its subsidiaries)
made up to 31 December each year. Together these comprise the "Group".

 

Control is achieved when the Company:

• has power over the investee;

• is exposed, or has rights, to variable returns from its involvement with
the investee; and

• has the ability to use its power to affect its returns.

 

The Company reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control listed above. Consolidation of a subsidiary begins when
the Company obtains control over the subsidiary and ceases when the Company
loses control of the subsidiary. Specifically, the results of the subsidiaries
acquired or disposed of during the year are included in profit or loss from
the date the Company gains control until the date when the Company ceases to
control the subsidiary.

 

The results and financial position of all of the Group entities that have a
functional currency different from the presentation currency are translated
into the presentation currency as follows:

 

·      Assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of that balance sheet;

·      Income and expenses for each income statement are translated at
average exchange rates (unless this average is not a reasonable approximation
of the rates prevailing on the transaction dates, in which case income and
expenses are translated at the rate on the dates of each transaction);

·      The exchange differences arising on translation for consolidation
are recognised in other comprehensive income; and

·      Any fair value adjustments to the carrying amounts of assets and
liabilities arising on the acquisition are treated as assets and liabilities
of the acquired entity and are translated at the spot rate of exchange at the
reporting date.

 

Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with the Group's
accounting policies. All inter-company balances and transactions have been
eliminated upon consolidation.

 

Foreign Currency Translation

 

Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates ('functional currency'). The Group's financial statements are
presented in £ sterling, the currency which the Group has elected to use as
its presentational currency.

 

In the financial statements of Serica Energy plc and its individual
subsidiaries, transactions in foreign currencies are initially recorded at the
functional currency rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are retranslated at
the foreign currency rate of exchange ruling at the balance sheet date and
differences are taken to the income statement. Non-monetary items that are
measured in terms of historical cost in a foreign currency are translated
using the exchange rate as at the date of initial transaction. Non-monetary
items measured at fair value in a foreign currency are translated using the
exchange rate at the date when the fair value was determined. Exchange gains
and losses arising from translation are charged to the income statement as an
operating item.

 

Business Combinations

 

Business combinations are accounted for using the acquisition method. The cost
of an acquisition is measured as the aggregate of consideration transferred,
measured at acquisition date fair value and the amount of any non-controlling
interest in the acquiree. Acquisition costs incurred are expensed.

 

When the Group acquires a business, it assesses the financial assets and
liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. Any contingent consideration to be
transferred to the acquirer will be recognised at fair value at the
acquisition date. Contingent consideration classified as an asset or liability
that is a financial instrument and within the scope of IFRS 9 Financial
Instruments, is measured at fair value with the changes in fair value
recognised in the statement of profit or loss in accordance with IFRS 9.

 

Goodwill/gain on acquisition

 

Goodwill on acquisition is initially measured at cost being the excess of
purchase price over the fair market value of identifiable assets, liabilities
and contingent liabilities acquired. Following initial acquisition, it is
measured at cost less any accumulated impairment losses. Goodwill is not
amortised but is subject to an impairment test at least annually and more
frequently if events or changes in circumstances indicate that the carrying
value may be impaired. If the fair value of the net assets acquired is in
excess of the aggregate consideration transferred, the Group re-assesses
whether it has correctly identified all of the assets acquired and all of the
liabilities assumed and reviews the procedures used to measure the amounts to
be recognised at the acquisition date. If the reassessment still results in an
excess of fair value of net assets acquired over the aggregate consideration
transferred, then the gain on acquisition is recognised in profit or loss.

 

At the acquisition date, any goodwill acquired is allocated to each of the
cash-generating units, or groups of cash generating units expected to benefit
from the combination's synergies. Impairment is determined by assessing the
recoverable amount of the cash-generating unit, or groups of cash generating
units to which the goodwill relates. Where the recoverable amount of the
cash-generating unit is less than the carrying amount, an impairment loss is
recognised.

 

Joint Arrangements

 

Oil and gas operations are usually conducted by the Group as co-licensees in
unincorporated joint operations with other companies. Most of the Group's
activities are conducted through joint operations, whereby the parties that
have joint control of the arrangement have the rights to the assets and
obligations for the liabilities, relating to the arrangement. The Group
recognises its share of assets, liabilities, income and expenses of the joint
operation in the consolidated financial statements on a line-by-line basis.

 

Full details of Serica's working interests in those petroleum and natural gas
exploration and production activities classified as joint operations are
included in the Review of Operations.

 

Exploration and Evaluation Assets

 

As allowed under IFRS 6 and in accordance with clarification issued by the
International Financial Reporting Interpretations Committee, the Group has
continued to apply its existing accounting policy to exploration and
evaluation activity, subject to the specific requirements of IFRS 6. The Group
will continue to monitor the application of these policies in light of
expected future guidance on accounting for oil and gas activities.

 

Pre-licence Award Costs

 

Costs incurred prior to the award of oil and gas licences, concessions and
other exploration rights are expensed in the income statement.

 

Exploration and Evaluation ("E&E")

 

The costs of exploring for and evaluating oil and gas properties, including
the costs of acquiring rights to explore, geological and geophysical studies,
exploratory drilling and directly related overheads, are capitalised and
classified as intangible E&E assets. These costs are directly attributed
to regional CGUs for the purposes of impairment testing.

 

E&E assets are not amortised prior to the conclusion of appraisal
activities but are assessed for impairment at an asset level and in regional
CGUs when facts and circumstances suggest that the carrying amount of a
regional cost centre may exceed its recoverable amount.  Recoverable amounts
are determined based upon risked potential, and where relevant, discovered oil
and gas reserves. When an impairment test indicates an excess of carrying
value compared to the recoverable amount, the carrying value of the regional
CGU is written down to the recoverable amount in accordance with IAS 36. Such
excess is expensed in the income statement. Where conditions giving rise to
impairment subsequently reverse, the effect of the impairment charge is
reversed as a credit to the income statement.

 

Costs of licences and associated E&E expenditure are expensed in the
income statement if licences are relinquished, or if management do not expect
to fund significant future expenditure in relation to the licence.

 

The E&E phase is completed when either the technical feasibility and
commercial viability of extracting a mineral resource are demonstrable or no
further prospectivity is recognised. At that point, if commercial reserves
have been discovered, the carrying value of the relevant assets, net of any
impairment write-down, is classified as an oil and gas property within
property, plant and equipment, and tested for impairment. If commercial
reserves have not been discovered then the costs of such assets will be
written off.

 

Asset Purchases and Disposals

 

When a commercial transaction involves the exchange of E&E assets of
similar size and characteristics, no fair value calculation is performed. The
capitalised costs of the asset being sold are transferred to the asset being
acquired. Proceeds from a part disposal of an E&E asset, including
back-cost contributions are credited against the capitalised cost of the
asset, with any excess being taken to the income statement as a gain on
disposal.

 

Farm-ins

 

In accordance with industry practice, the Group does not record its share of
costs that are 'carried' by third parties in relation to its farm-in
agreements in the E&E phase. Similarly, while the Group has agreed to
carry the costs of another party to a Joint Operating Agreement ("JOA") in
order to earn additional equity, it records its paying interest that
incorporates the additional contribution over its equity share.

 

Property, Plant and Equipment - Oil and gas properties

 

Capitalisation

 

Oil and gas properties are stated at cost, less any accumulated depreciation
and accumulated impairment losses. Oil and gas properties are accumulated into
single field cost centres and represent the cost of developing the commercial
reserves and bringing them into production together with the E&E
expenditures incurred in finding commercial reserves previously transferred
from E&E assets as outlined in the policy above. The cost will include,
for qualifying assets, any applicable borrowing costs.

 

Depletion

 

Oil and gas properties are not depleted until production commences. Costs
relating to each single field cost centre are depleted on a unit of production
method based on the commercial proved and probable reserves for that cost
centre. The depletion calculation takes account of the estimated future costs
of development of management's assessment of proved and probable reserves,
reflecting risks applicable to the specific assets. Changes in reserve
quantities and cost estimates are recognised prospectively from the last
annual reporting date. Proved and probable reserves estimates obtained from an
independent reserves specialist have been used as the basis for 2022 and 2023
calculations.

 

Impairment

 

A review is performed for any indication that the value of the Group's
development and production assets may be impaired.

 

For oil and gas properties when there are such indications, an impairment test
is carried out on the cash generating unit. Each cash generating unit is
identified in accordance with IAS 36. Serica's cash generating units are those
assets which generate largely independent cash flows and are normally, but not
always, single development or production areas. If necessary, impairment is
charged through the income statement if the carrying amount of the cash
generating unit exceed the recoverable amount of the related commercial oil
and gas reserves.

 

Acquisitions, Asset Purchases and Disposals

 

Acquisitions of oil and gas properties are accounted for under the acquisition
method when the assets acquired and liabilities assumed constitute a business.

 

Transactions involving the purchase of an individual field interest, or a
group of field interests, that do not constitute a business, are treated as
asset purchases. Accordingly, no goodwill and no deferred tax gross up arises,
and the consideration is allocated to the assets and liabilities purchased on
an appropriate basis. Proceeds from the entire disposal of a development and
production asset, or any part thereof, are taken to the income statement
together with the requisite proportional net book value of the asset, or part
thereof, being sold.

 

Decommissioning

 

Liabilities for decommissioning costs are recognised when the Group has an
obligation to dismantle and remove a production, transportation or processing
facility and to restore the site on which it is located. Liabilities may arise
upon construction of such facilities, upon acquisition or through a subsequent
change in legislation or regulations. The amount recognised is the estimated
present value of future expenditure determined in accordance with local
conditions and requirements. A corresponding tangible item of property, plant
and equipment equivalent to the provision is also created.

 

Any changes in the present value of the estimated expenditure are added to or
deducted from the cost of the assets to which it relates. If a change in the
decommissioning liability exceeds the carrying amount of the asset, the excess
is recognised immediately in profit or loss. The adjusted depreciable amount
of the asset is then depreciated prospectively over its remaining useful life.
The unwinding of the discount on the decommissioning provision is included as
a finance cost.

 

Underlift/Overlift

 

Lifting arrangements for oil and gas produced in certain fields are such that
each participant may not receive its share of the overall production in each
period. The difference between cumulative entitlement and cumulative
production less stock is 'underlift' or 'overlift'. Underlift and overlift are
valued at market value and included within debtors ('underlift') or creditors
('overlift').

 

Property, Plant and Equipment - Other

 

Computer equipment and fixtures, fittings and equipment are recorded at cost
as tangible assets. The straight-line method of depreciation is used to
depreciate the cost of these assets over their estimated useful lives.
Computer equipment is depreciated over three years and fixtures, fittings and
equipment over four years, and right-of-use assets over the period of lease.

 

Inventories

 

Inventories are valued at the lower of cost and net realisable value. Cost is
determined by the first-in first-out method and comprises direct purchase
costs and transportation expenses.

 

 

Financial Instruments

 

Financial instruments comprise financial assets, cash and cash equivalents,
financial liabilities and equity instruments. Financial assets and financial
liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument.

 

Financial assets

 

Financial assets are classified, at initial recognition, as subsequently
measured at amortised cost, fair value through profit or loss, and fair value
through other comprehensive income (OCI).

 

The classification of financial assets at initial recognition depends on the
financial asset's contractual cash flow characteristics and the Group's
business model for managing them.

With the exception of trade receivables that do not contain a significant
financing component or for which the Group has applied the practical
expedient, the Group initially measures a financial asset at its fair value
plus transaction costs (in the case of a financial asset not at fair value
through profit or loss). Trade receivables that do not contain a significant
financing component or for which the Group has applied the practical expedient
are measured at the transaction price determined under IFRS 15.

 

The Group determines the classification of its financial assets at initial
recognition and, where allowed and appropriate, re-evaluates this designation
at each financial year end.

 

Financial assets at fair value through profit or loss include financial assets
held for trading and derivatives. Financial assets are classified as held for
trading if they are acquired for the purpose of selling in the near term.

 

In order for a financial asset to be classified and measured at amortised cost
it needs to give rise to cash flows that are 'solely payments of principal and
interest (SPPI)' on the principal amount outstanding. This assessment is
referred to as the SPPI test and is performed at an instrument level.
Financial assets with cash flows that are not SPPI are classified and measured
at fair value through profit or loss, irrespective of the business model.

 

Cash and cash equivalents

 

Cash and cash equivalents include balances with banks and short-term
investments with original maturities of three months or less at the date of
deposit.

 

Financial liabilities

 

Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. The Group's financial liabilities currently include
loans and borrowings, trade and other payables, BKR consideration liabilities,
royalty liabilities, deferred shares in relation to the Tailwind acquisition
and derivative liabilities. All financial liabilities are recognised initially
at fair value. Obligations for loans and borrowings are recognised when the
Group becomes party to the related contracts and are measured initially at the
fair value of consideration received less directly attributable transaction
costs.

 

After initial recognition, interest-bearing loans and borrowings are
subsequently measured at amortised cost using the effective interest method.

 

Gains and losses are recognised in the income statement when the liabilities
are derecognised as well as through the amortisation process.

 

 

Emissions liabilities

 

The Group operates in an energy intensive industry and is therefore required
to partake in emission trading schemes ("ETS"). The Group recognises an
emission liability in line with the production of emissions that give rise to
the obligation. To the extent the liability is covered by allowances held, the
liability is recognised at the cost of these allowances held and if
insufficient allowances are held, the remaining uncovered portion is measured
at the spot market price of allowances at the balance sheet date. The expense
is presented within 'production costs' under 'cost of sales' and the accrual
is presented in 'trade and other payables'.

 

Derivative financial instruments

 

The Group uses derivative financial instruments, such as forward commodity
contracts, to hedge its commodity price risks. The Group has elected not to
apply hedge accounting to these derivatives. Such derivative financial
instruments are initially recognised at fair value on the date on which a
derivative contract is entered into and are subsequently remeasured at fair
value. Derivatives are carried as financial assets when the fair value is
positive and as financial liabilities when the fair value is negative. Any
gains or losses arising from changes in the fair value of derivatives are
taken directly to the statement of profit or loss and other comprehensive
income and presented within operating profit.

 

Further details of the fair values of derivative financial instruments and how
they are measured are provided in Note 16.

 

Equity

 

Equity instruments issued by the Company are recorded in equity at the
proceeds received, net of direct issue costs.

 

Trade and other receivables and contract assets

 

Trade receivables and contract assets

A receivable represents the Group's right to an amount of consideration that
is unconditional (i.e., only the passage of time is required before payment of
the consideration is due). A contract asset is the right to consideration in
exchange for goods or services transferred to the customer.

 

Provision for expected credit losses of trade receivables and contract assets

For trade receivables and contract assets, the Group applies a simplified
approach in calculating expected credit losses 'ECLs'. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss
allowance based on lifetime ECLs at each reporting date. The Group has
established a provision matrix that is based on its historical credit loss
experience, adjusted for forward-looking factors specific to the debtors and
the economic environment. A financial asset is written off when there is no
reasonable expectation of recovering the contractual cash flows. The Group's
receivables have a good credit rating and there has been no noted change in
the credit risk of receivables in the year.

 

Provisions

 

Provisions are recognised when the Group has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of
resources will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation.

 

Revenue from contracts with customers

 

Revenue from contracts with customers is recognised when control of the goods
or services are transferred to the customer at an amount that reflects the
consideration to which the Group expects to be entitled to in exchange for
those goods or services. Revenue is measured at the fair value of the
consideration received or receivable and represents amounts receivable for
goods provided in the normal course of business, net of discounts, customs
duties and sales taxes. The Group has concluded that it is the principal in
its revenue arrangements because it typically controls the goods or services
before transferring them to the customer.

 

The sale of crude oil, gas or condensate represents a single performance
obligation, being the sale of barrels equivalent on collection of a cargo or
on delivery of commodity into an infrastructure. Revenue is accordingly
recognised for this performance obligation when control over the corresponding
commodity is transferred to the customer. The Group principally satisfies its
performance obligations at a point in time and the amounts of revenue
recognised relating to performance obligations satisfied over time are not
significant. The normal credit term is 15 to 30 days upon collection or
delivery.

 

Finance Revenue

 

Finance revenue chiefly comprises interest income from cash deposits on the
basis of the effective interest rate method and is disclosed separately on the
face of the income statement.

 

Finance Costs

 

Finance costs of debt are allocated to periods over the term of the related
debt using the effective interest method. Arrangement fees and issue costs are
amortised and charged to the income statement as finance costs over the term
of the debt.

 

Share-Based Payment Transactions

 

Employees (including Executive Directors) of the Group receive remuneration in
the form of share-based payment transactions, whereby employees render
services in exchange for shares or rights over shares ('equity-settled
transactions').

 

Equity-settled transactions

 

The cost of equity-settled transactions with employees is measured by
reference to the fair value at the date on which they are granted. In valuing
equity-settled transactions, no account is taken of any service or performance
conditions, other than conditions linked to the price of the shares of Serica
Energy plc ('market conditions'), if applicable.

 

The cost of equity-settled transactions is recognised, together with a
corresponding increase in equity, over the period in which the relevant
employees become fully entitled to the award (the 'vesting period'). The
cumulative expense recognised for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting
period has expired and the Group's best estimate of the number of equity
instruments that will ultimately vest. The income statement charge or credit
for a period represents the movement in cumulative expense recognised as at
the beginning and end of that period.

 

No expense is recognised for awards that do not ultimately vest, except for
awards where vesting is conditional upon a market or non-vesting condition,
which are treated as vesting irrespective of whether or not the market or
non-vesting condition is satisfied, provided that all other performance
conditions are satisfied. For equity awards cancelled by forfeiture when
vesting conditions are not met, any expense previously recognised is reversed
and recognised as a credit in the income statement. Equity awards cancelled
are treated as vesting immediately on the date of cancellation, and any
expense not recognised for the award at that date is recognised in the income
statement. Estimated associated national insurance charges are expensed in the
income statement on an accruals basis.

 

Where the terms of an equity-settled award are modified or a new award is
designated as replacing a cancelled or settled award, the cost based on the
original award terms continues to be recognised over the original vesting
period. In addition, an expense is recognised over the remainder of the new
vesting period for the incremental fair value of any modification, based on
the difference between the fair value of the original award and the fair value
of the modified award, both as measured on the date of the modification. No
reduction is recognised if this difference is negative.

 

Income Taxes

 

Current tax, including UK corporation tax and overseas corporation tax, is
provided at amounts expected to be paid using the tax rates and laws that have
been enacted or substantively enacted by the balance sheet date.

 

Deferred tax is provided using the liability method and tax rates and laws
that have been enacted or substantively enacted at the balance sheet date.
Provision is made for temporary differences at the balance sheet date between
the tax bases of the assets and liabilities and their carrying amounts for
financial reporting purposes. Deferred tax is provided on all temporary
differences except for:

 

·      temporary differences associated with investments in
subsidiaries, where the timing of the reversal of the temporary differences
can be controlled by the Group and it is probable that the temporary
differences will not reverse in the foreseeable future; and

 

·      temporary differences arising from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at
the time of the transaction, affects neither the income statement nor taxable
profit or loss.

 

Deferred tax assets are recognised for all deductible temporary differences,
to the extent that it is probable that taxable profits will be available
against which the deductible temporary differences can be utilised. Deferred
tax assets and liabilities are presented net only if there is a legally
enforceable right to set off current tax assets against current tax
liabilities and if the deferred tax assets and liabilities relate to income
taxes levied by the same taxation authority.

 

Earnings Per Share

 

Earnings per share is calculated using the weighted average number of ordinary
shares outstanding during the period. Diluted earnings per share is calculated
based on the weighted average number of ordinary shares outstanding during the
period plus the weighted average number of shares that would be issued on the
conversion of all relevant potentially dilutive shares to ordinary shares. It
is assumed that any proceeds obtained on the exercise of any options and
warrants would be used to purchase ordinary shares at the average price during
the period. Where the impact of converted shares would be anti-dilutive, these
are excluded from the calculation of diluted earnings.

 

Leases

 

As a lessee, the Group recognises a right-of-use asset and a lease liability
at the lease commencement date. The lease liability is initially measured at
the present value of the lease payments that are not paid at the commencement
date, discounted by using the rate implicit in the lease, or, if that rate
cannot be readily determined, the Group uses its incremental borrowing rate.

 

The lease liability is subsequently recorded at amortised cost, using the
effective interest rate method. The liability is remeasured when there is a
change in future lease payments arising from a change in an index or rate or
if the Group changes its assessment of whether it will exercise a purchase,
extension or termination option. When the lease liability is remeasured in
this way, a corresponding adjustment is made to the carrying amount of the
right-of-use asset or is recorded in profit or loss if the carrying amount of
the right-of-use asset has been reduced to zero.

 

The right-of-use asset is measured at cost, which comprises the initial amount
of the lease liability adjusted for any lease payments made at or before the
commencement date, plus any initial direct costs incurred and an estimate of
costs to dismantle and remove the underlying asset or to restore the
underlying asset or the site on which it is located, less any lease incentives
received. Right-of-use assets are depreciated over the shorter period of lease
term and useful life of the underlying asset.

 

The Group does not currently act as a lessor.

 

New and amended standards and interpretations

 

The Group has adopted and applied for the first time, certain new standards,
amended standards or interpretations, which are effective for annual periods
beginning on or after 1 January 2023. These include the following:

 

-    Insurance contracts (IFRS 17)

-    Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS
Practice Statement 2)

-    Definition of Accounting Estimates (Amendments to IAS 8)

-    Deferred tax related to Assets and Liabilities arising from a Single
Transaction (amendments to IAS 12)

-    International Tax reform - Pillar Two Model Rules (Amendments to IAS
12)

 

The Group has not early adopted any other standard, interpretation or
amendment that has been issued but is not yet effective. Other than the
changes described above, the accounting policies adopted are consistent with
those of the previous financial year.

 

There are no new or amended standards or interpretations adopted from 1
January 2023 onwards, that have a significant impact on the consolidated
financial statements of the Group.

 

Standards issued but not yet effective

 

Certain standards or interpretations issued but not yet effective up to the
date of issuance of the Group's financial statements. These include the
following:

 

-    IFRS 10 and IAS 28 (amendments) - Sale or Contribution of Assets
between an investor and its Associate or Joint Venture

-    Amendments to IAS 1 - Classification of Liabilities as Current or
Non-current

-    Amendments to IAS 1 - Non-current Liabilities with Covenants

-    Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements

-    Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback

 

The Group intends to adopt them when they become effective but these new or
amended standards not yet adopted are not expected to have a material impact
on the financial statements.

 

 

3.  Segment Information

 

For the purposes of segmental reporting, the Group currently operates a single
class of business being oil and gas exploration, development and production
and related activities in a single geographical area, being presently the UK
North Sea.

 

 

 

4.  Sales Revenue

                              2023     2022
                              £000     £000

 Gas sales                    345,704  652,680
 Gas supply contract revenue  987      37,505

 Total gas sales              346,691  690,185

 Oil sales                    265,497  88,048
 NGL sales                    20,450   34,190

 Total revenue                632,638  812,423

 

Gas sales revenue in 2023 arose from three key customers (2022: one). Gas
supply contract revenue in 2022 arose from the unwind of gas contract
liabilities initially recognised upon the restructuring of certain gas swaps
to other fixed price instruments under a gas sales contract in August 2021.
Further information is provided note 16.

 

Oil sales revenue in 2023 was from three key customers (2022: one), and NGL
sales in 2023 were made to six customers (2022: six).

 

The revenue from three customers individually constitutes more than 10% of
total revenue amounting to £608.2 million.

 

5.  Cost of Sales

                                                         2023     2022
                                                         £000     £000

 Operating costs                                         218,688  120,998
 Lifting costs                                           7,066    -
 Change in decommissioning estimates expensed (note 20)  368      -
 Depletion (note 13)                                     109,198  76,887
 Movement in liquids overlift/underlift                  (9,256)  20,270

                                                         326,064  218,155

 

 

 

6.  Operating Profit

                                         2023      2022
                                         £000      £000

 Net hedging income/(expense)

 Unrealised hedging gains (see note 16)  20,397    20,877

 Realised hedging losses (see note 16)   (15,635)  (45,384)

                                         4,762     (24,507)

 

 

Depreciation and depletion expense

 

Depreciation of right of use assets totalled £795,000 (2022: £172,000) of
which £622,000 (2022: £nil) was allocated to cost of sales and £173,000
(2022: £172,000) allocated to administrative expenses.

 

Depletion charges on oil and gas properties are classified within cost of
sales.

 

Auditor's Remuneration

 

                                              2023    2022

                                              £000
                                              £000    £000

 Audit of the Group accounts                  724     338
 Audit of the Company's accounts              32      30
 Audit of accounts of Company's subsidiaries  129     36
 Total audit fees                             885     404

 

No fees were paid to Ernst & Young LLP and its associates for non-audit
services in 2022 or 2023.

7.  Staff Costs and Directors' Emoluments

 

 a)       Staff Costs - Group                                                                   2023            2022
                                                                                                £000            £000

 Wages and salaries                                                                             25,901          21,755
 Social security costs                                                                          6,488           3,727
 Other pension costs                                                                            2,669           2,199
 Share-based long-term incentives                                                               3,975           3,510

                                                                                                39,033          31,191

 The average number of persons employed by the Group during the year was 202
 (2022: 175), with 11 in management functions (2022: 9), 172 in technical
 functions
 (2022: 155) and 19 (2022: 11) in finance and administrative functions.

 Staff costs for key management personnel:
 Short-term employee benefits                                                                   2,701           2,616
 Post-employment benefits                                                                       122             111
 Share-based payments (note 25)                                                                 2,341           2,036

                                                                                                5,164           4,763

 b)       Directors' Emoluments
 The emoluments of the individual Directors were as follows. All amounts are
 paid in £ sterling.

                                    2023         2023         2023         2023                 2023            2022
                                    Salary and   Bonus        Pension      Benefits             Total           Total
                                    fees                                   in kind
                                    £000         £000         £000         £000                 £000            £000

 A Craven Walker (2)                245          -            -            -                    245             490
 M Flegg (1)                        575          371          76           1                    1,023           1,015
 A Bell (1)                         345          247          46           1                    639             618
 D Latin                            163          -            -            -                    163             57
 I Vann (3)                         -            -            -            -                    -               20
 T Garlick (4)                      35           -            -            -                    35              60
 M Webb                             68           -            -            -                    68              60
 K Coppinger                        68           -            -            -                    68              60
 R Rose (5)                         -            -            -            -                    -               24
 J Schmitt (6)                      65           -            -            -                    65              25
 M Soeting (7)                      61           -            -            -                    61              -
 R Lawson (8)                       46                                                          46              -
 G Vermersch (9)                    46                                                          46              -
 K Van Hecke (10)                   32           -            -            -                    32              -
 S Lloyd Rees (11)                  28           -            -            -                    28              -
                                    1,777        618          122          2                    2,519           2,429
          Note (1) Cash in lieu of pension.
          Note (2) Antony Craven Walker retired on 30 June 2023
          Note (3) Ian Vann retired on 30 April 2022
          Note (4) Trevor Garlick retired on 17 July 2023
          Note (5) Richard Rose resigned on 21 June 2022
          Note (6) Jérôme Schmitt was appointed on 1 July 2022
          Note (7) Michiel Soeting was appointed on 1 February 2023
          Note (8) Robert Lawson was appointed on 23 March 2023
          Note (9) Guillaume Vermersch was appointed on 23 March 2023
          Note (10) Kaat Van Hecke was appointed on 17 July 2023
          Note (11) Sian Lloyd Rees was appointed on 17 July 2023

                                                                                        2023            2022
          Number of Directors securing benefits under defined
          contribution schemes during the year                                          2               2
          Number of Directors who exercised share options                               3               -

                                                                                        £000            £000
          Aggregate gains made by Directors on the exercise of options                  1,544           -

 

The Group defines key management personnel as the Directors of the Company.
There are no transactions with Directors other than their remuneration as
disclosed above and those described in Note 28.

 

8. Finance Revenue/Costs

                           2023    2022
                           £000    £000

 Bank interest receivable  13,532  4,499

 Total finance revenue     13,532  4,499

 

 

 

                                                2023    2022
                                                £000    £000

 Loan interest payable                          13,757  -
 Loan commitment fees                           4,302   -
 Other charges and interest payable             509     385
 Unwinding of discount on provisions (note 20)  2,913   553

 Total finance costs                            21,481  938

 

9. Taxation

 

                                                                                     2023           2022
                                                                                     £000           £000

 a)  Tax charged/(credited) in the income statement

     Charge for the year                                                             181,442        276,674
     Adjustment in respect of prior years                                            1,889          1,021

     Total current income tax charge                                                 183,331        277,695

     Deferred tax
     Origination and reversal of temporary differences in the
     current year                                                                    19,308         32,687
     Adjustment in respect of prior years                                            -              -

     Total deferred tax charge                                                       19,308         32,687

     Tax charge in the income statement                                              202,639        310,382

 b)  Reconciliation of the total tax charge/(credit)

     The tax in the income statement for the year differs from the amount that
     would be
     expected by applying the standard UK corporation tax rate for the following
     reasons:

                                                                                     2023           2022

                                                                                     £000           £000

     Accounting profit before taxation                                               305,623        488,178

     Statutory rate of corporation tax in the UK of 40% (2022: 40%)                  122,249        195,271
     Permanent differences                         3,175                                            (7,243)
     Movement in unrecognised deferred tax assets  2,634                                            (500)
     Investment Allowance                          (4,316)                                          (1,927)
     EPL - Rate differential                                                         (9,455)                       59,045
     EPL - Income taxed at different rates                                           102,417                       82,473
     EPL - Investment allowance                                                      (5,321)                       (18,136)
     Income tax at different rates                                                   2,986                         378
     Adjustment in respect of prior years          1,889                                            1,021
     Non-taxable gain on acquisition               (13,619)                                         -
     Tax charge reported in the income statement   202,639                                          310,382

 

 

 c)  Recognised and unrecognised tax losses

     The Group's Balance Sheet has a deferred tax asset amount of £438.1 million
     as at the 31 December 2023 (2022: £12.9 million) arising from ring-fence
     losses, decommissioning liabilities and other temporary differences. These
     deferred tax assets are expected to be recovered through utilisation against
     deferred tax liabilities, primarily related to temporary differences on fixed
     assets (£354.0 million) and through future taxable profits. The increase in
     net assets to £84.1 million as at 31 December 2023 (2022: £153.3 million net
     deferred tax liability) in the year is primarily due to the Tailwind
     acquisition (note 29).

     The Group's deferred tax assets at 31 December 2023 are recognised to the
     extent that taxable profits are expected to arise in the future against which
     tax losses and allowances in the UK can be utilised. In accordance with IAS 12
     Income Taxes, the Group assessed the recoverability of its deferred tax assets
     at 31 December 2023 with respect to ring fence losses and allowances.

     The Group has recognised deferred tax assets in full on its UK ring-fence
     losses but has unrecognised UK mainstream corporation tax losses and temporary
     differences of £118.7 million (2022: £60.2 million) for which no deferred
     tax asset has been recognised at the Balance Sheet date. These tax losses and
     temporary differences are unrecognised because they streamed within entities
     for which no profits are expected. The increase in balance in the year is
     primarily due to the Tailwind acquisition.

     Unrecognised deferred tax assets                 2023              2022
                                                      £000              £000

     Tax losses                                       99,339            25,427
     Other temporary differences                      19,349            34,776

     Total                                            118,688           60,203

     The above unrecognised amounts have no expiry.

 d)  Deferred tax
     The deferred tax included in the balance sheet is as follows:
                                                      2023                                2022

                                                      £000                                £000

     Deferred tax liability:
     Temporary differences on capital expenditure     (353,994)                           (166,219)

     Deferred tax liability                           (353,994)                           (166,219)

     Deferred tax asset:
     Tax losses                                       331,277                             -
     Decommissioning liability                        46,611                              10,080
     Investment allowances                            33,056                              -
     Contract liability                               21,622                              -
     Other temporary differences                      5,535                               2,844

     Deferred tax asset                               438,101                             12,924

     Net deferred tax asset/(liability)               84,107                              (153,295)

     Reconciliation of net deferred tax assets/(liabilities)
                                                      2023                                                  2022
                                                      £000                                                  £000

     At 1 January                                     (153,295)                                             (120,608)

     Acquisitions (note 29)                           264,914                                               -
     Tax charge during the year recognised in profit  (19,308)                                              (32,687)
     Currency translation adjustment                  (8,204)                                               -

     At 31 December                                   84,107                                                (153,295)

     The deferred tax in the Group income statement is as follows:
                                                      2023                                2022
                                                      £000                                £000

     Deferred tax in the income statement:
     Temporary differences on capital expenditure     (18,493)                            34,373
     Tax losses                                       26,493                              -
     Other temporary differences                      11,308                              (1,686)

     Deferred income tax charge                       19,308                              32,687

 e)  Unrecognised deferred tax liability

     In 2023 and 2022 there are no material temporary differences associated with
     investments withbsidiaries forhich
     investments in the Group's subsidiaries for which a deferred tax liability has
     not been

     recognised.

 

 

f)   Changes to UK corporation tax legislation

 

Changes to UK corporation tax legislation

The main rate of UK corporation tax for non-ring fence profits increased from
19 per cent to 25 per cent from 1 April 2023. This change has not had a
material impact on the Group as the UK profits are primarily subject to the UK
ring fence tax rate. The Group does not currently recognise any deferred tax
assets in respect of UK non-ring fence tax losses and therefore this rate
change did not impact the disclosed results.

 

The Energy Profits Levy ('EPL') on the profits earned from the production of
oil and gas in the UK was introduced in the previous period. From 1 January
2023, the EPL is charged at the rate of 35 per cent on taxable profits in
addition to ring fence corporation tax of 30 per cent and the Supplementary
Charge of 10 per cent. The EPL is a temporary measure which at 31 December
2023 was to cease to apply on 31 March 2028. In the 2023 financial statements,
any temporary differences subject to the EPL expected to reverse in the period
to 31 March 2028 have been measured to the higher rate. Following the 2024
Spring budget it was announced that it will cease to apply on 31 March 2029,
the impact on the current year financial statements would be an increase in
the deferred tax charge and deferred tax for EPL by £20.2 million.

 

In the Autumn Statement on 22 November 2023, the UK government confirmed it
will bring in legislation for the Energy Security Investment Mechanism
('ESIM') which would end the imposition of EPL earlier than 31 March 2028 (now
2029) where certain conditions are met. Under the proposed ESIM, which will be
formally implemented upon royal assent of the Spring Budget 2024 finance bill,
if both average oil and gas prices fall to, or below, US$71.40 per barrel for
oil and 54p per therm for gas, for two consecutive quarters, then the EPL will
be repealed and the headline tax rate on UK oil and gas profits will return to
40 per cent. The change as currently proposed is not expected to have a
material impact for the Group.

 

The UK has introduced legislation implementing the Organisation for Economic
Co-operation and Development's ("OECD") proposals for global minimum
corporation tax rate (Pillar Two) which is effective for periods beginning on
or after 31 December 2023. The only jurisdiction in which the Group operates
is the UK and the Group does not expect an exposure to Pillar Two income
taxes.

10.  Earnings Per Share

 

Basic earnings or loss per ordinary share amounts are calculated by dividing
net profit or loss for the year attributable to ordinary equity holders of the
parent by the weighted average number of ordinary shares outstanding during
the year.

 

Diluted earnings per share amounts are calculated by dividing the net profit
attributable to ordinary equity holders of the Company by the weighted average
number of ordinary shares outstanding during the year plus the weighted
average number of ordinary shares that would be issued on the conversion of
dilutive potential ordinary shares granted under share-based payment plans
(see note 25) and deferred consideration for the Tailwind acquisition (see
note 29) into ordinary shares.

 

The following reflects the income and share data used in the basic and diluted
earnings per share computations:

                                                          2023     2022

                                                          £000     £000

 Net profit from continuing operations                    102,984  177,796

 Net profit attributable to equity holders of the parent  102,984  177,796

                                                          2023     2022
                                                          '000     '000

 Basic weighted average number of shares                  360,643  271,678

 Dilutive potential of ordinary shares granted under      12,054   16,757
 share-based payment plans
 Dilutive potential of ordinary shares under deferred     1,849    -
 consideration for acquisition

 Diluted weighted average number of shares                374,546  288,435

                                                          2023     2022

                                                          £        £

 Basic EPS on profit for the year (£)                     0.29     0.65
 Diluted EPS on profit for the year (£)                   0.27     0.62

 

11.  Dividends proposed

 

Proposed dividends on ordinary shares

 

A final cash dividend for 2023 of 14.0 pence per share (2022: 14.0 pence per
share) is proposed which would generate a payment of approximately £55.1
million (2022: £53.4 million). Proposed dividends on ordinary shares are
subject to approval at the annual general meeting and are not recognised as a
liability as at 31 December.

 

Dividends on ordinary shares paid in 2023

 

A final cash dividend for 2022 of 14.0 pence per share was proposed in April
2023 and approved at the annual general meeting on 29 June 2023 and £53.4
million was paid in July 2023.

 

An interim cash dividend for 2023 of 9.0 pence per share was announced in
September 2023 and £35.4 million was paid in November 2023.

 

As disclosed in the 2022 Annual Report, following the prior year end, the
Directors became aware that certain dividends paid in 2022 had been made
otherwise than in accordance with the Companies Act 2006, section 838, because
interim accounts had not been filed at Companies House prior to payment. It is
important to note that the Company had sufficient distributable profits at the
time each relevant dividend was paid and therefore did not pay out by way of
dividends more income than it had, and no payments were made out of capital.
Relevant dividends were the final dividend paid in July and the interim
dividend paid in November. To rectify these breaches, a resolution was passed
at the Annual General Meeting held on 29 June 2023 to remove any right that
the Company may have had to claim from shareholders or Directors or former
Directors for repayment of these amounts by entering into deeds of release in
relation to any such claims. This constituted a related party transaction
under IAS 24. The overall effect of the resolution was to return the parties
so far as possible to the position they would have been in had the relevant
dividends been made in full compliance with the Act. The amounts for dividends
included within the financial statements in 2022 have not been restated as the
financial resources had left the Company and the intention of the resolution
was to remove any right for the Company to pursue shareholders or directors
for repayments.

 

12. Exploration and Evaluation Assets

 

                                  Total
                                  £000

 Cost:
 1 January 2022                   2,949

 Additions                        80,801
 Write-offs                       (82,749)

 31 December 2022                 1,001

 Additions                        9,673
 Write-offs                       (8,741)
 Currency translation adjustment  (3)

 31 December 2023                 1,930

 Net book amount:
 31 December 2023                 1,930

 31 December 2022                 1,001

 

 

 

13.  Property, Plant and Equipment

 

                                  Oil and gas properties  Equipment, fixtures and fittings  Right-of-use assets  Total
                                  £000                    £000                              £000                 £000

 Cost:
 1 January 2022                   466,554                 212                               516                  467,282

 Additions                        15,953                  -                                 345                  16,298
 Decom asset revisions (note 20)  (2,231)                 -                                 -                    (2,231)

 31 December 2022                 480,276                 212                               861                  481,349

 Acquisitions (note 29)           482,881                 -                                 3,450                486,331
 Additions                        68,588                  -                                 -                    68,588
 Decom asset revisions (note 20)  16,012                  -                                 -                    16,012
 Currency translation adjustment  (16,777)                -                                 (115)                (16,892)

 31 December 2023                 1,030,980               212                               4,196                1,035,388

 Depreciation and depletion:
 1 January 2022                   137,698                 167                               473                  138,338

 Charge for the year (note 5)     76,887                  45                                172                  77,104

 31 December 2022                 214,585                 212                               645                  215,442

 Charge for the year (note 5)     108,576                 -                                 622                  109,198
 Charge for the year - other      -                       -                                 173                  173
 Currency translation adjustment  (915)                   -                                 (9)                  (924)

 31 December 2023                 322,246                 212                               1,431                323,889

 Net book amount:
 31 December 2023                 708,734                 -                                 2,765                711,499

 31 December 2022                 265,691                 -                                 216                  265,907

 

Depreciation and depletion

Depletion charges on oil and gas properties are classified within 'cost of
sales'. £622,000 and £173,000 of right of use asset depreciation has been
charged to cost of sales and administrative expenses respectively.

 

14.  Inventories

 

                            2023    2022
                            £000    £000

 Materials and spare parts  4,981   3,998
 Hydrocarbons               5,907   -

                            10,888  3,998

 

Inventories are valued at the lower of cost and net realisable value. Cost is
determined by the first-in first-out method and comprises direct purchase
costs and transportation expenses. Inventories are recorded net of an
obsolescence provision of £3.1 million (2022: £3.1 million).

 

15.  Trade and Other receivables

 

                                       2023     2022
                                       £000     £000

 Due within one year:
 Trade receivables                     83,409   100,445
 Amounts recoverable from JV partners  1,720    2,567
 Other receivables                     20,144   9,192
 Prepayments                           10,793   18,306
 VAT recoverable                       2,525    4,117
 Liquids underlift                     20,019   -

                                       138,610  134,627

 

Trade receivables at 31 December 2023 arose from seven (2022: six) customers.
They are non-interest bearing and are generally on 15 to 30-day terms.

 

None of the Group's receivables are considered impaired and there are no
financial assets past due but not impaired at the year end. The Directors
consider the carrying amount of trade and other receivables approximates to
their fair value. Management considers that there are no other significant
concentrations of credit risk within the Group.

 

 

16. Derivative financial liabilities

 

                                   2023   2022
                                   £000   £000

 Financial liabilities
 Derivative financial instruments  4,371  24,914

                                   4,371  24,914

Fair value hierarchy

All financial instruments for which fair value is recognised or disclosed are
categorised within the fair value hierarchy, based on the lowest level input
that is significant to the fair value measurement as a whole, as follows:
Level 1: Quoted (unadjusted) market prices in active markets for identical
assets or liabilities; Level 2: Valuation techniques for which the lowest
level input that is significant to the fair value measurement is directly
(i.e. as prices) or indirectly (i.e. derived from prices) observable; Level 3:
Valuation techniques for which the lowest level input that is significant to
the fair value measurement is unobservable. The valuation methodology for
derivative financial instruments is detailed below and for contingent
consideration is disclosed in note 19. A table summarising the Group's
liabilities measured at fair value is included in note 22.

 

Derivative financial instruments

The Group enters into derivative financial instruments with various
counterparties. Commodity and foreign currency derivative contracts are
designated as at fair value through profit and loss (FVTPL), and gains and
losses on these contracts are recognised in the income statement. Derivative
financial instruments held at 31 December 2023 solely comprised UKA ETS swaps
and at 31 December 2022 solely comprised gas swaps. These were valued by
counterparties, with the valuations reviewed internally and corroborated with
readily available market data of forward pricing (level 2). Details of the
Group's derivative financial instruments held as at 31 December 2023 are
provided in note 22. The mark-to-market of the Group's open contracts as at 31
December 2023 was a liability of £4.4 million (2022: £24.9 million).

The following gains and losses were recognised in the income statement:

 Commodity contracts designated as FVTPL       2023      2022
                                               £000      £000

 Mark-to-market unrealised gains on gas swaps  24,592    20,877
 Other unrealised losses                       (4,195)   -

 Unrealised hedging income                     20,397    20,877

 Gas swaps matured during the year             (12,118)  (45,384)
 Other contracts matured during the year       (3,517)   -

 Realised hedging expense                      (15,635)  (45,384)

 

Unrealised hedging gains in 2023 comprise gains on gas swaps partially offset
by unrealised losses on the UKA ETS swap instruments held (2022: gains on gas
swaps). Unrealised hedging gains on gas and other swaps comprise unrealised
charges on the movement during the year in the calculated fair value liability
of outstanding gas price or other derivative contracts measured at the
respective Balance Sheet dates.

 

Realised hedging losses measured at fair value through profit or loss for 2023
comprise losses realised on gas swaps and UKA ETS swaps. For 2022 losses were
solely realised on gas swaps.

 

Hedging security advances

Hedging security advances of £24.3 million at 31 December 2022 represented
cash security lodged with commodity hedging counterparties which reflected the
gas prices at the end of 2022. This was returned to Serica when forward gas
prices fell or when monthly contracts were settled.

 

Contract liabilities

                           2023    2022
                           £000    £000

 Contract liabilities      28,829  -
 Gas contract liabilities  -       987

                           28,829  987

 

On acquisition of Tailwind Energy Investments Ltd (see note 29) a pre-existing
oil revenue contract was fair valued, resulting in contract liabilities of
£54.2 million being recognised. The contract liabilities represent the
differential in contract pricing and market price and will be realised as
performance obligations are considered met in the underlying revenue contract.
To the extent the contract liability represents the fair value differential
between contract price and market price, it will be unwound through 'contract
revenue - other' upon satisfaction of the performance obligation. £23.9
million has been released to the Income Statement in 2023 and £1.5 million of
currency translation adjustment recognised through other comprehensive income.

 

The Group's gas contract liabilities which arose in 2021 upon the
restructuring of certain hedging arrangements were fully released to the
income statement in 2023 when the relevant volumes were delivered at the
fixed-price forward sales prices.

 

 

17.  Cash and cash equivalents

 

                           2023     2022
                           £000     £000

 Cash at bank and in hand  182,167  146,986
 Short-term deposits       81,325   285,543

                           263,492  432,529

 

As at 31 December 2023, the cash balance of £263.5 million (2022: £432.5
million) contained an amount of £18.3 million held in a separate bank account
for the purpose of providing security against letters of credit issued in
respect of certain decommissioning liabilities (2022: £18.1 million). The use
of cash is restricted by virtue of contractual restrictions with a 3(rd)
party.

 

 

Decommissioning Security Agreement ('DSA') cash advances

DSA cash advances of £27.5 million at 31 December 2023 (31 December 2022:
£nil) represented cash security temporarily lodged in respect of
decommissioning obligations. These are not included in the cash and cash
equivalents balance of £263.5 million above but were released to Serica in
2024 when security was provided under the new financing facility.

 

 

Cash at bank earns interest at floating rates based on daily bank deposit
rates. Short-term deposits are made for varying periods with original
maturities of between one day and three months at the date acquired. They are
considered to be readily convertible into cash and subject to an insignificant
risk of changes in value. The placing of deposits depends on the immediate
cash requirements of the Group and they earn interest at the respective short
to medium term deposit rates.

 

The Group's exposure to credit risk arises from potential default of a
counterparty, with a maximum exposure equal to the carrying amount. The Group
seeks to minimise counterparty credit risks by only depositing cash surpluses
with major banks of high quality credit standing and spreading the placement
of funds over a range of institutions.

 

Financial institutions, and their credit ratings, which held greater than 10%
of the Group's cash and short-term deposits at the balance sheet date were as
follows:

 

                    S&P/Moody's      2023     2022
                    credit rating    £000     £000

 Barclays Bank plc  A-1              29,125   104,586
 Lloyds Bank plc    A-1              128,394  184,548
 DNB Bank ASA       P-1              65,374   103,272
 Investec Bank plc  P-1              40,544   40,071

 

18.  Trade and Other Payables

 

                   2023    2022
                   £000    £000

 Current:
 Trade payables    17,049  15,832
 Other payables    9,256   7,972
 Accrued expenses  59,224  32,108
 Liquids overlift  11,886  13,975

                   97,415  69,887

 

Trade payables are non-interest bearing and are generally on 15 to 30 day
terms.

 

Accrued expenses include accruals for operating and capital expenditure in
relation to the oil and gas assets. The Directors consider the carrying amount
of trade and other payables approximates to their fair value.

 

Lease liabilities in respect of right of use assets are included within other
payables.

 

19. Financial liabilities

 

                                  BKR            Royalty    Other

                                  consideration  liability  consideration  Total
                                  £000           £000       £000           £000

 At 31 December 2022              29,378         -          -              29,378

 Acquisitions (note 29)           -              34,869     6,273          41,142

 Change in fair value liability   5,910          630        1,044          7,584
 Payments and settlements                        -          (3,682)        (3,682)
 Transfer to accruals             -              (4,649)    -              (4,649)
 Currency translation adjustment  -              (1,135)    -              (1,135)

 At 31 December 2023              35,288         29,715     3,635          68,638

 Classified as:
 Current                          -              -          3,635          3,635
 Non-current                      35,288         29,715     -              65,003

                                  35,288         29,715     3,635          68,638

 

BKR consideration

On 30 November 2018 Serica completed the four BKR acquisitions. During 2022,
the final elements of contingent cash consideration arising from the net cash
flow sharing arrangements, and other contingent payments arising from Rhum R3
well production and Rhum performance criteria, were made. The following
elements of consideration were outstanding at 31 December 2022 and 2023:

 

·      BP, Total E&P and BHP retain liability, in respect of the
field interests Serica acquired from each of them, for all the costs of
decommissioning those facilities that existed at the date of completion.
Serica will pay deferred consideration equal to 30% of actual future
decommissioning costs, reduced by the tax relief that each of BP, Total
E&P and BHP receives on such costs.

·      Serica will pay to each of BP, Total E&P and BHP, deferred
consideration equal to 90% of their respective shares of the realised value of
oil in the Bruce pipeline at the end of field life.

 

Fair value measurement of BKR contingent consideration

The fair value of the contingent consideration is estimated as at applicable
reporting dates from a valuation technique using future expected discounted
cash flows. This methodology uses several significant unobservable inputs
which are categorised within Level 3 of the fair value hierarchy.

 

The calculations are complex and involve a range of projections and
assumptions related to estimates of future decommissioning expenditure,
taxation, future operating and development costs, production volumes, oil and
gas sales prices and discount rates. The underlying assumptions have been
updated from 2022. Estimated contingent consideration payments have been
calculated at a discount rate of 10% (2022: 10%).

 

Given the multiple input variables and judgements used in the calculations,
and the inter relationships between changes in these variables, an estimate of
a reasonable range of possible outcomes of undiscounted value of the
contingent consideration has not been considered feasible. In isolation, the
calculations are most sensitive to assumed oil and gas reserves, production
profiles, estimated decommissioning costs and future commodity prices.

 

A sensitivity analysis to the discount rate used shows a decrease in the
discount rate used from 10% to 9% would result in an increase in the fair
value of the contingent consideration by £3.9 million, and an increase from
10% to 11% would result in a decrease in the fair value of the contingent
consideration by £3.4 million.

 

Royalty liability

Royalty represents amounts payable under a pre-existing Tailwind sale and
purchase agreement subject to future production volumes and commodity prices
over the life of certain assets in the Triton Cluster.

 

The fair value of the royalty liability is estimated as at applicable
reporting dates from a valuation technique using future expected discounted
cash flows. This methodology uses several significant unobservable inputs
which are categorised within Level 3 of the fair value hierarchy. The
calculations involve a range of assumptions related to oil prices, production
volumes and discount rates. Estimated payments have been calculated at a
discount rate of 8.5%.

 

Given the multiple input variables and judgements used in the calculations,
and the inter relationships between changes in these variables, an estimate of
a reasonable range of possible outcomes of undiscounted value of the
contingent consideration has not been considered feasible. In isolation, the
calculations are most sensitive to assumed oil and gas reserves, production
profiles, estimated decommissioning costs and future commodity prices.

 

A sensitivity analysis to the oil price assumption used shows a decrease in
the oil price assumed by US$5/bbl would result in a decrease in the fair value
of the royalty liability by £5.9 million, and an increase by US$5/bbl would
result in an increase in the fair value of the royalty liability by £5.9
million.

 

Other consideration

Other consideration reflects the remaining deferred consideration payable
under the Tailwind acquisition. This was settled in March 2024 (see note 29).

20.  Provisions

 

                                       Decommissioning  Other

                                       provision        provision  Total
                                       £000             £000       £000

 At 1 January 2022                     28,095           -          28,095

 Additions                             -                -          -
 Revisions during the year (note 13)   (2,231)          -          (2,231)
 Unwinding of discount (note 8)        553              -          553
 Payments                              (1,218)          -          (1,218)

 At 31 December 2022                   25,199           -          25,199

 Acquisitions (note 29)                75,499           400        75,899
 Change in estimate (note 13)          16,012           -          16,012
 Change in estimate expensed (note 5)  368              -          368
 Unwinding of discount (note 8)        2,913            -          2,913
 Payments                              (896)            (65)       (961)
 Currency translation adjustment       (2,565)          (12)       (2,577)

 At 31 December 2023                   116,530          323        116,853

 Classified as:
 Current                               12,871           64         12,935
 Non-current                           103,659          259        103,918

                                       116,530          323        116,853

 

Decommissioning provision

The decommissioning provision represents the present value of decommissioning
costs relating to oil and gas interests in the UK which are expected to be
incurred up to 2036.

 

Bruce, Keith and Rhum fields

The Group makes full provision for the future costs of decommissioning its
production facilities and pipelines on a discounted basis. With respect to the
Bruce, Keith and Rhum fields, the decommissioning provision is based on the
Group's contractual obligations of 3.75%, 8.33334% and 0% respectively of the
decommissioning liabilities rather than the Group's equity interests acquired.
The Group's provision represents the present value of decommissioning costs
which are expected to be incurred prior to 2040 and assumes no further
development of the Group's assets. The liability is discounted at a rate of
3.75% (2022: 3.25%) and the unwinding of the discount is classified as a
finance cost (see note 8).

 

Triton area

The Triton area decommissioning provision is based on Serica group's
obligations which are in excess of certain agreed decommissioning liability
caps with the previous owners of Tailwind's equity interests in Triton. The
Group's provision represents the present value of decommissioning costs which
are expected to be incurred up to 2036 and assumes no further development of
the Group's assets. These provisions have been created based on the Group's
internal estimates and, where available, operator estimates and third-party
reports. These estimates are reviewed regularly to take into account any
material changes to the assumptions. The liability is discounted at a rate of
3.75% and the unwinding of the discount is classified as a finance cost (see
note 8).

 

Orlando, Arthur and Columbus fields

The Group makes full provision for the decommissioning liabilities for these
fields on its respective equity interests. The Group's provision represents
the present value of decommissioning costs which are expected to be incurred
between 2024 and up to 2030 and assumes no further development of the Group's
assets. The liability is discounted at a rate of 3.75% (2022: 3.25%) and the
unwinding of the discount is classified as a finance cost (see note 8).

 

Erskine field

No provision for decommissioning liabilities for the Erskine field is recorded
as at 31 December 2022 or 2023 as the Group's current estimate for such costs
is under the agreed capped level to be funded by BP. This has been fixed at a
gross £174.0 million (£31.32 million net to Serica) with this figure
adjusted for inflation.

 

Other

The estimation of costs, inflation and discount rates are considered to be
judgemental and actual decommissioning costs will ultimately depend upon
future market prices for the necessary decommissioning works required, which
will reflect market conditions at the relevant time. Furthermore, the timing
of decommissioning is likely to depend on when the fields cease to produce at
economically viable rates. This in turn will depend upon future oil and gas
prices, which are inherently uncertain.

If the cost estimates were increased by 10% and the spread between inflation
and discount rate reduced to 0%, the value of the provisions could increase by
c.£31.5 million (2022: c. £4.2 million).

 

The Group considers the impact of climate change and Net Zero targets,
including action that may impose further requirements and costs on companies
in the future, on decommissioning provisions, specifically the timing of
future cash flows, and has concluded that it does not currently represent a
key source of estimation uncertainty. As all of the Group's currently
producing assets are projected to cease production by 2036 it is believed that
any such future changes would have limited impact compared to assets with
longer durations.

 

 

21. Interest bearing loans and borrowings

 

 The Group's loan is carried at amortised cost as follows:
                                                                2023      2022
                                                                £'000     £'000

 Reserve based lending - at beginning of year                   -         -

 Acquisitions (note 29)                                         264,835   -
 Repayments of borrowings                                       (81,406)  -
 Proceeds from borrowings                                       34,478    -
 Expense of loan commitment fees                                3,331     -
 Currency translation adjustment                                (8,203)   -
 Reserve based lending - at end of year                         213,035   -
 Loan commitment fees                                           -         -
 Reserve based lending - at end of year                         213,035   -

 Due within one year                                            -         -
 Due after more than one year                                   213,035   -
                                                                213,035   -

 

Reserve Based Lending facility arrangements existing at 31 December 2023

Following completion of the acquisition of Tailwind Energy Investments Ltd on
23 March 2023, the Serica Group assumed the reserve-based lending and junior
facility arrangements linked to the legacy Tailwind sub-group. This had a
reserve-based lending facility (RBL) of US$425 million from a syndicate of
banks, secured over the Tailwind sub-group's oil and gas assets. The facility
had a maturity date of 30 June 2027 and at the last RBL redetermination in
June 2023, the facility available for drawdown was amended to US$377 million.
Interest accrued at LIBOR/SOFR plus a margin of between 2.5% to 3.1% depending
on the maturity of the facility, with the primary exposure after 30 June 2023
being 1 month term SOFR.

At the acquisition date of 23 March, US$330 million under the facility was
drawn. During 2023, US$58.8 million of repayments were made and the facility
was US$271.2 million drawn (£213.0 million) at 31 December 2023. All
previously unamortised facility fee costs were expensed in 2023 following the
announcement of the Group's new RBL facility noted below and the balance of
the loan in the 31 December 2023 Balance Sheet therefore solely represents
drawings of £213.0 million.

On 24 September 2019, the Tailwind sub-group also entered in a Junior Facility
agreement with Mercuria Energy Trading S.A. for a facility of US$50.0 million
available on demand and with a maturity of 24 September 2026. This was a
committed facility but there were no drawdowns on this facility as at the
completion date of 23 March 2023 or any date thereafter until its cessation in
January 2024 upon the signing of the new RBL.

New Reserve Based Lending facility arrangements effective January 2024

In December 2023 Serica announced the signing of a new US$525 million secured
RBL facility. Following the satisfaction of conditions precedent, this
completed in January 2024 and refinanced the Group's previous financing
arrangements.

 

The new RBL facility is a revolving credit facility available in multiple
currencies, it provides significantly increased liquidity to support future
acquisitions and investments and has established new relationships with a
syndicate of leading international banks. The new RBL has a maturity date of
31 December 2029 with amortisation commencing on 31 December 2026. The
interest rate for loan drawings is SOFR plus a margin of 3.90% per annum and
the Borrowing Base Assets comprise all of Serica's interests in producing
fields except Serica's largest single producing field the Rhum field, and the
available amount under the facility is subject to semi-annual
redeterminations. The new facility also includes a separate US$100 million sub
limit which can be utilised to issue Letters of Credit without the need for
cash security.

 

The facility agreement also has an uncommitted accordion feature which
provides an option for an additional financing of up to US$525 million,
amounting to facilities of up to US$1,050 million. The accordion facility can
be exercised within thirty-six months of the facility signing date, subject to
certain conditions.

 

 

22.  Financial Instruments

 

The Group's financial instruments comprise cash and cash equivalents, bank
loans and borrowings, accounts payable and accounts receivable, derivative
financial instruments and contingent consideration. It is management's opinion
that the Group is not exposed to significant interest, credit or currency
risks arising from its financial instruments other than as discussed below:

 

Serica has exposure to interest rate fluctuations on its cash deposits and
given the level of expenditure plans over 2024/25 this is managed in the
short-term through selecting treasury deposit periods of one to three months.
Cash and treasury credit risks are mitigated through spreading the placement
of funds over a range of institutions each carrying acceptable published
credit ratings to minimise concentration and counterparty risk.

 

Serica sells oil, gas and related products only to recognised international
oil and gas companies and has no previous history of default or non-payment of
trade receivables. Where Serica operates joint ventures on behalf of partners
it seeks to recover the appropriate share of costs from these third parties.
The majority of partners in these ventures are well established oil and gas
companies. In the event of non-payment, operating agreements typically provide
recourse through increased venture shares.

 

Serica retains certain non-£ cash holdings and other financial instruments
relating to its operations. The £ reporting currency value of these may
fluctuate from time to time causing reported foreign exchange gains and
losses. Serica maintains a broad strategy of matching the currency of funds
held on deposit with the expected expenditures in those currencies. Management
believes that this mitigates most of any actual potential currency risk from
financial instruments.

 

It is management's opinion that the fair value of its financial instruments
approximate to their carrying values, unless otherwise noted.

 

 

 

 Interest Rate Risk Profile of Financial Assets and Liabilities
 The interest rate profile of the financial assets and liabilities of the Group
 as at 31 December is as follows:
 Group
 Year ended 31 December 2023
                              Within 1 year   1-2 years  2-5 years  Total

 Fixed rate                   £000            £000       £000       £000
 Short-term deposits          81,325          -          -          81,325
                                                                    81,325

                              Within 1 year   1-2 years  2-5 years  Total

 Floating rate                £000            £000       £000       £000
 Cash                         182,167         -          -          182,167
 Loans and borrowings         -               -          (213,035)  (213,035)
                                                                    (30,868)

 Year ended 31 December 2022
                              Within 1 year   1-2 years  2-5 years  Total

 Fixed rate                   £000            £000       £000       £000
 Short-term deposits          285,543         -          -          285,543
                                                                    285,543

                              Within 1 year   1-2 years  2-5 years  Total

 Floating rate                £000            £000       £000       £000
 Cash                         146,986         -          -          146,986
                                                                    146,986

 

The following table demonstrates the sensitivity of finance revenue and
finance costs to a reasonably possible change in interest rates, with all
other variables held constant, of the Group's profit before tax (through the
impact on fixed rate short-term deposits and applicable bank loans).

 

 Increase/decrease in interest rate  Effect on profit  Effect on profit
                                     before tax        before tax
                                     2023              2022
                                     £000              £000

 +0.75%                              1,008             1,618
 -0.75%                              (1,008)           (1,618)

 

The other financial instruments of the Group that are not included in the
above tables are non-interest bearing and are therefore not subject to
interest rate risk.

 

 

Credit risk

 

The Group's exposure to credit risk relating to financial assets arises from
the default of a counterparty with a maximum exposure equal to the carrying
value as at the balance sheet date. Cash and treasury credit risks are
mitigated through spreading the placement of funds over a range of
institutions each carrying acceptable published credit ratings to minimise
counterparty risk.

 

In addition, there are credit risks of commercial counterparties including
exposures in respect of outstanding receivables. The Group's oil and gas sales
are all contracted with well-established oil and gas or energy companies.
Also, where Serica operates joint ventures on behalf of partners it seeks to
recover the appropriate share of costs from the third-party counterparties.
The majority of partners in these ventures are well established oil and gas
companies. In the event of non-payment, operating agreements typically provide
recourse through increased venture shares. Receivable balances are monitored
on an ongoing basis with appropriate follow-up action taken where necessary.

 

Foreign currency risk

 

The Group enters into transactions denominated in currencies other than its
GBP£ reporting currency. Non-GBP denominated balances, subject to exchange
rate fluctuations, at year-end were as follows:

                            Group
                            2023         2022
                            £000         £000

 US Dollar                  115,427      44,535
 Norwegian kroner           5            6
 Euros                      117          106

 Accounts receivable:
 US Dollar                  56,252       8,410

 Interest bearing loans:
 US Dollar                  213,035      -

 Trade and other payables:
 US Dollar                  9,492        6,829

 

The following table demonstrates the Group's sensitivity to a 10% increase or
decrease in the US Dollar against the Pound sterling. The sensitivity analysis
includes only foreign currency denominated monetary items and adjusts their
translation at the year-end for a 10% change in the foreign currency rate.

                                             Effect on profit  Effect on profit
                                             before tax        before tax
 Increase/decrease in foreign exchange rate  2023              2022
                                             £000              £000

 10% strengthening of £ against US$          5,085             (4,612)
 10% weakening of £ against US$              (5,085)           4,612

 

 

 

 

 

 

 

Liquidity risk

 

The table below summarises the maturity profile of the Group and Company's
financial liabilities at 31 December 2023 based on contractual undiscounted
payments. The Group monitors its risk to a potential shortage of funds by
monitoring the maturity dates of existing debt.

 

 Year ended 31 December 2023       Within 1 year  1 to 2 years  2 to 5 years  >5 years     Total
                                   £000           £000          £000          £000         £000

 Trade and other payables          97,415         -             -             -            97,415
 Loans and borrowings              -              -             213,035       -            213,035
 Derivative financial liabilities  4,371          -             -             -            4,371
 Royalty liability                 5,425          6,910         14,436        16,362       43,133

 Year ended 31 December 2022       Within 1 year  1 to 2 years  2 to 5 years  >5 years     Total
                                   £000           £000          £000          £000         £000

 Trade and other payables          69,887         -             -             -            69,887
 Derivative financial liabilities  24,914         -             -             -            24,914

Amounts payable as BKR contingent consideration are explained in detail in
note 19.

 

Commodity price risk

 

The Group is exposed to commodity price risk. Where and when appropriate the
Group will put in place suitable hedging arrangements to mitigate the risk of
a fall in commodity prices. All gas production is currently sold at prices
linked to the spot market and the significant majority NGL production is sold
at prices linked to the spot market. Oil production for 2024 will be sold at a
mix of fixed and spot market linked pricing.

 

At 31 December 2023 Serica held fixed pricing under oil sales agreements
(equivalent to oil price swaps) for approximately 2.5 million barrels at an
average price of US$67.4 per barrel for the 2024 period.

 

Serica held no gas price swaps or equivalent fixed gas price mechanisms at 31
December 2023.

 

Serica also held fixed price swaps for UKA ETS products consisting of 132,000
MT at £79.24/MT for 2024.

 

Fair values of financial assets and liabilities

 

Management assessed that the fair values of cash and short-term deposits,
trade receivables, trade payables and other current liabilities approximate
their carrying amounts largely due to the short-term maturities of these
instruments. As such the fair value hierarchy is not provided.

 

 

The table below details the Group's fair value measurement hierarchy for
liabilities as at 31 December:

 

                                           Fair value measurement using
                                           Quoted
                                           prices in   Significant  Significant
                                           active      observable   unobservable
                                           markets     inputs       inputs
                                           Level 1     Level 2      Level 3
 Liabilities measured at fair value  Note  £'000       £'000        £'000
 Year ended 31 December 2023
 Derivative financial liabilities    16    -           4,371        -
 Contingent consideration liability  19    -           -            35,288
 Royalty liability                   19    -           -            29,715

 Year ended 31 December 2022
 Derivative financial liabilities    16    -           24,914       -
 Contingent consideration liability  19    -           -            29,378

There were no transfers between Level 1 and Level 2 during 2022 or 2023.

 

Capital management

 

The primary objective of the Group's capital management is to maintain
appropriate levels of funding to meet the commitments of its forward programme
of exploration, production and development expenditure, and to safeguard the
entity's ability to continue as a going concern and create shareholder value.
At 31 December 2023, capital employed of the Group amounted to £867.2 million
(comprised of £654.2 million of equity shareholders' funds and £213.0
million of borrowings), compared to £408.7 million at 31 December 2022
(comprised of £408.7 million of equity shareholders' funds and £nil of
borrowings).

 

The acquisition of Tailwind Energy Investments Ltd on 23 March 2023 to further
the Group's business objectives, has brought some debt into the capital
structure of the Group. This consists of the borrowings disclosed in note 29.
The Board regularly reassesses the appropriate dividend payments proposed
within the capital structure of the Group. Any future payment of dividends is
expected to depend on the earnings and financial condition of the Company and
such other factors as the Board considers appropriate.

 

 

23.  Equity Share Capital

 

As at 31 December 2023, the share capital of the Company comprised one "A"
share of GB£50,000 and 391,321,053 ordinary shares of US$0.10 each. The "A"
share has no special rights.

 

The balance classified as total share capital includes the total net proceeds
(both nominal value and share premium) on issue of the Group's equity share
capital, comprising US$0.10 ordinary shares and one 'A' share.

 

 Allotted, issued and             Share    Share    Total Share  Merger
 fully paid:             Number   capital  premium  capital      reserve
 Group                   '000     £000     £000     £000         £000
                                                                 £000

 As at 1 January 2022    268,891  21,186   160,807  181,993      -

 Shares issued           4,062    328      856      1,184        -

 As at 1 January 2023    272,953  21,514   161,663  183,177      -

 Shares issued           118,368  9,439    305      9,744        230,350

 As at 31 December 2023  391,321  30,953   161,968  192,291      230,350

During 2023, 8,758,407 ordinary shares were issued to satisfy awards under the
Company's share-based incentive schemes. In connection with the acquisition of
Tailwind Energy Investments Ltd in March 2023, 108,170,426 ordinary shares
were issued at completion of the transaction on 23 March and a further
1,438,849 ordinary shares were issued in September 2023 (see note 29).

 

2,147,354 ordinary shares have been issued in 2024 to date and as at 19 April
2024 the issued voting share capital of the Company was 393,468,407 ordinary
shares and one "A" share.

 

Group merger reserve

Merger relief was applied by the group's parent entity Serica Energy plc upon
the respective issues of 108,170,426 ordinary shares in March 2023 and
1,438,849 ordinary shares in September 2023, for the acquisition of Tailwind
Energy Investments Ltd. The valuation of the shares issued was based on the
fair value at the date of issue, with the nominal value of the shares issued
credited to share capital and the excess value of £230.3 million above
nominal share capital credited to a merger reserve in the consolidated Group
accounts.

24.  Additional Cash Flow Information

 

 Net cash flows from operating activities consist of:

 For the year ended 31 December 2023
                                                                               2023       2022
                                                                               £000       £000
 Operating activities:                            Note
 Profit for the year                                                           102,984    177,796
 Adjustments to reconcile profit for the year
 to net cash flow from operating activities:
 Taxation charge                                                               202,639    310,382
 Change in fair value liabilities                                              7,584      (8,407)
 Change in provisions                                                          368        -
 Gain on acquisition                                                           (34,048)   -
 Net finance costs/(income)                                                    7,949      (3,870)
 Depletion and depreciation                                                    109,371    76,887
 Oil and NGL over/underlift                                                    (9,256)    20,270
 E&E asset write-offs                                                          8,741      82,749
 Unrealised hedging gains                                                      (20,397)   (20,877)
 Movement in gas contract revenue                                              (987)      (37,505)
 Contract revenue - other                                                      (23,904)   -
 Share-based payments                                                          3,975      3,510
 Other non-cash movements                                                      3,104      (1,503)
 Decrease in hedging security advances                                         24,320     91,070
 Increase in DSA cash advances                                                 (27,537)   -
 Decrease/(increase) in trade and other                                        69,895     (8,571)
 receivables
 (Increase)/decrease in inventories                                            (983)      55
 (Decrease)/increase in trade and other payables                               (45,449)   22,872
 Cash inflow from operations                                                   378,369    704,858

 Taxation paid                                                                 (279,463)  (143,500)
 Decommissioning spend                                                         (896)      (1,218)

 Net cash inflow from operating activities                                     98,010     560,140

 

 

 

 Reconciliation of movement in net cash flow to movement in
 net cash/(borrowings)
                                                                              2023       2022
                                                                              £000       £000

 Loans assumed upon acquisition (note 29)                                     (264,835)  -
 Repayment of borrowings                                                      81,406     -
 Proceeds from borrowings                                                     (34,478)
 Amortisation of fees                                                         (3,331)    -
 Currency translation adjustments                                             8,203      -

 Movement in total borrowings                                                 (213,035)  -
 Movement in cash and cash equivalents                                        (169,037)  329,545
 (Decrease)/increase in net cash in the year                                  (382,072)  329,545

 Opening net cash                                                             432,529    102,984

 Closing net cash                                                             50,457     432,529

 

 

 

 Analysis of Group net cash
                                      2023       2022
                                      £000       £000

 Cash                                 182,167    146,986
 Short-term deposits                  81,325     285,543
 Loans                                (213,035)  -

 Closing net cash                     50,457     432,529

 

 

 Changes in lease liabilities arising from financing activities  2023   2022
                                                                 £000   £000

 Lease liability at beginning of the year                        213    343

 Acquisition during the year                                     2,180  -
 Lease payments                                                  (628)  (132)
 Lease interest expense                                          151    -
 Currency translation adjustment                                 (62)   -

 Lease liability at end of the year                              1,854  213

 

 

25.  Share-Based Payments

 

Share Option Plans

 

The Company operates three discretionary incentive share option plans: the
Serica Energy Plc Long Term Incentive Plan (the "LTIP"), which was adopted by
the Board on 20 November 2017 which permits the grant of share-based awards,
the 2017 Serica Energy plc Company Share Option Plan ("2017 CSOP"), which was
adopted by the Board on 20 November 2017, and the Serica 2005 Option Plan,
which was adopted by the Board on 14 November 2005. Awards can no longer be
made under the Serica 2005 Option Plan. However, options remain outstanding
under the Serica 2005 Option Plan. The LTIP and the 2017 CSOP together are
known as the "Discretionary Plans".

 

The Discretionary Plans will govern all future grants of options by the
Company to Directors, officers, key employees and certain consultants of the
Group. The Directors intend that the maximum number of ordinary shares which
may be utilised pursuant to the Discretionary Plans will not exceed 10% of the
issued ordinary shares of the Company from time to time in line with the
recommendations of the Association of British Insurers.

 

The objective of these plans is to develop the interest of Directors,
officers, key employees and certain consultants of the Group in the growth and
development of the Group by providing them with the opportunity to acquire an
interest in the Company and to assist the Company in retaining and attracting
executives with experience and ability.

 

Serica 2005 Option Plan

As at 31 December 2023, 800,000 options granted by the Company under the
Serica 2005 Option Plan were outstanding. All options awarded under the Serica
2005 Option Plan since November 2009 have a three-year vesting period. No
options were granted in 2022 or 2023 under the Serica 2005 Option Plan.

 

The following table illustrates the number and weighted average exercise
prices (WAEP) of, and movements in, share options during the year:

 

                                2023                2022       2022

                                Number       2023   Number     WAEP

 Serica 2005 option plan                     WAEP

                                             £                 £
 Outstanding as at 1 January    3,900,000    0.14   4,100,000  0.14
 Exercised during the year      (3,100,000)  0.16   (200,000)  0.27

 Outstanding as at 31 December  800,000      0.07   3,900,000  0.14

 Exercisable as at 31 December  800,000      0.07   3,900,000  0.14

 

The weighted average remaining contractual life of options outstanding as at
31 December 2023 is 1.5 years (2022: 2.4 years). The weighted average share
price during 2023 across the period that options were exercised in was £2.36
(2022: £3.28).

 

For the Serica 2005 option plan, the exercise price for all outstanding
options at the 2023 year-end is £0.07 (2022: £0.07 to £0.24).

 

 

Long Term Incentive Plan

The following awards granted to certain Directors and employees under the LTIP
are outstanding as at 31 December 2023.

Deferred Bonus Share Awards

 

Deferred Bonus Share Awards involve the deferral of bonuses into awards over
shares in the Company. They are structured as nil-cost options and may be
exercised up until the fifth anniversary of the date of grant. The 726,000
Deferred Bonus Share Awards outstanding and fully vested at 31 December 2022
were all exercised prior to their expiry date in May 2023. There are no
Deferred Bonus Share Awards outstanding at 31 December 2023.

 

Performance Share Awards

Performance Share Awards have a three-year vesting period and are subject to
performance conditions based on average share price growth targets to be
measured by reference to dealing days in the period of 90 days ending
immediately prior to expiry of a three-year performance starting on the date
of grant of a Performance Share Award. Performance Share Awards are structured
as nil-cost options and may be exercised up until the tenth anniversary of the
date of grant.

 

 Performance and Retention Share Awards      2023         2022

                                             Number       Number

 Outstanding as at 1 January                 13,326,567   14,448,764
 Granted during the year                     1,075,668    665,632
 Expired or cancelled during the year        (267,827)    -
 Exercised during the year                   (4,217,078)  (1,787,829)

 Outstanding as at 31 December               9,917,330    13,326,567

 Exercisable as at 31 December               5,718,825    7,264,623

 

The weighted average remaining contractual life of options outstanding as at
31 December 2023 is 5.6 years (2022: 7.0 years). The weighted average share
price during 2023 across the period that options were exercised in was £2.36
(2022: £3.23).

 

LTIP awards in 2022

 

In May 2022, the Company granted nil-cost Performance Share Awards over
665,632 ordinary shares under the LTIP. All of the total awards were
outstanding at 31 December 2022. The award was made to members of the Group's
executive team, senior management and employees.

 

The vesting criteria are based on absolute share price performance over a
three-year period and specific performance targets related to carbon emissions
from operations over the same period. For the awards to vest in full, a 100%
increase in average share price must be maintained for at least a six-month
period together with a significant decrease in carbon emissions per barrel of
oil equivalent produced. These awards are not exercisable at 31 December 2023.

 

LTIP awards in 2023

 

In May 2023, the Company granted nil-cost Performance Share Awards over
1,075,668 ordinary shares under the LTIP. The award was made to members of the
Group's executive team and senior management.

 

The vesting criteria are based on absolute share price performance over a
three-year period and specific performance targets related to carbon emissions
from operations over the same period. For the awards to vest in full, the
highest average share price must be at least equal to 500p during the 180 day
period terminating on the end of the performance period together with a
significant decrease in carbon emissions per barrel of oil equivalent
produced. All of the total awards were outstanding and are not exercisable at
31 December 2023.

 

Share-based compensation

The Company calculates the value of share-based compensation using a
Black-Scholes option pricing model (or other appropriate model for those
options subject to certain market conditions) to estimate the fair value of
share options at the date of grant. There are no cash settlement alternatives.
The options granted in 2022 and 2023 were consistently valued in line with the
Company's valuation policy. For the options subject to market conditions,
assumptions made included a weighted average risk-free interest rate of 2%, a
weighted average expected life of 5 years, and a volatility factor of expected
market price of in a range from 55-70%. The expected volatility reflects the
assumption that the historical volatility is indicative of future trends,
which may not necessarily be the actual outcome. The weighted fair value of
options granted during the year was £1.69 (2022: £1.95). The estimated fair
value of options is amortised to expense over the options' vesting period.

 

£3,975,000 has been charged to the income statement for the year ended 31
December 2023 (2022: £3,510,000) and a similar amount credited to the
share-based payments reserve, classified as 'Other reserve' in the Balance
Sheet. The 'Other reserve' was comprised solely of the share-based payment
reserve which totaled £29,551,000 as at 31 December 2023 (2022:
£25,576,000). A charge of £2,341,000 (2022: 2,036,000) of the total charge
was in respect of key management personnel (defined in note 7).

 

 

26.  Leases

 

A right of use asset for oil and gas operations (note 13) and its related
finance lease were acquired as part of the Tailwind acquisition (note 29).
This lease is secured by the assets leased and bears interest at a fixed rate
with repayments due over a 5-year period. The total lease liability amounts to
£1,768,000 of which £653,000 is due for settlement within 12 months and
£1,115,000 due after 12 months. These are classified within trade and other
payables. A depreciation charge of £622,000 (2022: £nil) was expensed within
cost of sales.

 

In March 2019 the Group entered into a three-year lease at its new registered
office, 48 George Street, following the expiry of its previous London office
lease at 52 George Street. The Group confirmed a two-year option extension in
March 2022 and the office lease now expires in Q2 2024. A depreciation charge
of £173,000 (2022: £172,000) was expensed within administrative expenses.

 

£628,000 (2022: £132,000) of cash payments made against the lease
liabilities during 2023 are reflected in the 2023 Group cash flow statement as
a cash outflow in financing activities.

27.  Capital Commitments and Contingencies

 

The Company also has obligations to carry out defined work programmes on its
oil and gas properties, under the terms of the award of rights to these
properties. The Company is not obliged to meet other joint venture partner
shares of these programmes.

 

Serica's planned 2024 investment programme includes a Light Well Intervention
Vessel campaign on the Bruce and Keith fields and a four-well drilling
campaign in the Triton Area (Bittern B1z, Gannet GE-05, Evelyn Phase 2 (EV02)
and a Guillemot NW infill well). Potential further programmes to enhance
current production profiles and extend field life are under consideration but
will be reviewed carefully in the light of the uncertainty related to the UKCS
fiscal regime.

 

At 31 December 2023, the Group had commitments for future capital expenditure
relating to its oil and gas properties amounting to £214 million which relate
primarily to the Triton Area four well programme, the Bruce and Keith LWIVs,
other capital works on Erskine, Arthur decommissioning and general
exploration.

 

The Group's only significant exploration commitment is the drilling of a
commitment well on Licence P2400 (Skerryvore - Serica 20%) to be drilled
before October 2025.

 

Serica has posted cash collateral of approximately £18.3 million under BKR
decommissioning security arrangements, related to the interests acquired from
Marubeni in support to the issue of letters of credit required. This secured
amount is within the Group's cash balances of £263.5 million as at 31
December 2023. The funds are freely transferable but alternative collateral
would need to be put in place to replace the cash security.

 

Other

The Group occasionally has to provide security for a proportion of its future
obligations to defined work programmes or other commitments.

 

 

28.  Related Party Transactions and Transactions with Directors

 

The Group financial statements include the financial statements of Serica
Energy plc and its subsidiaries listed in note 30. Balances and transactions
between the Company and its subsidiary, which are related parties, have been
eliminated on consolidation and are not disclosed in this note. The related
party balances have no fixed repayment terms and bore no interest.

 

The Group's main related parties comprise the Directors and Mercuria Group
entities, the latter being related parties due to the significant shareholding
of a Mercuria Group subsidiary, Mercuria Holdings (UK) Limited, in Serica
Energy plc. Balances and transactions with Mercuria Energy Trading S.A., a
subsidiary of the Mercuria Group are disclosed below.

 

 Balances with related party at year end          31 December 2023
                                                  £000
 Mercuria Energy Trading S.A.
 Accrued receivables                              20,526
 Other financial liabilities                      (4,371)
 Trade payables                                   (1,426)
 Accruals                                         (988)

 

On 24 September 2019, the Tailwind sub-group entered in a Junior Facility
agreement with Mercuria Energy Trading S.A. for a facility of US$50.0 million
with a maturity of 24 September 2026. There were no drawdowns on this facility
as at 31 December 2023. This facility was terminated in January 2024 following
the refinancing of the Group's reserve-based lending facility (note 21).

 

                                                                              Year ended 31 December 2023

 Transactions in income statement with Mercuria Energy Trading S.A.
                                                                              £000

 Revenue                                                                      162,574
 Cost of sales                                                                (7,576)
 Loss on commodity derivative contracts                                       (6,872)
 Gain on currency derivative contracts                                        741
 Loan commitment fee accrued                                                  224

The above transactions were conducted under contracts already in place when
Serica acquired Tailwind Energy Investments Ltd on 23 March 2023, principally
the Offtake and Marketing Agreement covering oil offtake from Serica's share
in the Triton area and part of Serica's share in Columbus. These contracts
were set on prevailing market terms.

 

There are no related party transactions, or transactions with Directors that
require disclosure except for the remuneration items disclosed in the
Directors Report and note 7 above. These disclosures include the compensation
of key management personnel.

A resolution passed at the Annual General Meeting held on 29 June 2023 to
remove any right that the Company may have had to claim from shareholders or
Directors or former Directors for repayment of certain dividend amounts by
entering into deeds of release in relation to any such claims constituted a
related party transaction under IAS 24 and further detail is provided in note
11.

29.  Acquisition of Tailwind Energy Investments Ltd

 

On 23 March 2023, the Company acquired 100% of the shares of Tailwind Energy
Investments Ltd for an initial purchase consideration of £297.4 million. This
comprised cash of £61.6 million and the fair value of 108,170,426 ordinary
shares in Serica Energy plc issued in exchange for all Tailwind shares. The
fair value of the shares issued was calculated using the market price of the
Company's shares of £2.18 on the AIM Market of the London Stock Exchange at
its opening of business on 23 March 2023.

 

A further 2,877,698 ordinary shares were issued to the sellers in two equal
tranches of 1,438,849 ordinary shares in September 2023 and March 2024
respectively. These form part of the aggregate 111,048,124 ordinary shares
issued as part of the purchase consideration and were issued after periods of
no successful warranty claims.

 

Tailwind's activities comprise development and production oil & gas assets
in the UK North Sea held in interests in joint operations. The acquisition of
Tailwind was aimed at achieving Serica's longstanding objective to have a more
diverse and broadly based UKCS portfolio of producing fields, with material
reserves and value upside potential. The transaction represents substantial
progress towards this objective with the number of producing fields increased
from five to eleven, mainly centred around two hubs (Bruce and Triton), a
substantial increase in 2P and 2C reserves and a balance of gas and oil
production.

 

As the activity constitutes a business as defined in IFRS 3 Business
Combinations, the acquisitions have been accounted for as a business
combination. The consolidated financial statements include the fair values of
the identifiable assets and liabilities as at the date of acquisition 23 March
2023, and the results of the combined transaction assets for the nine-month
period from the acquisition date. In accordance with IFRS 3 Business
Combinations, the fair values of the assets and liabilities in the acquisition
table below are now final. The fair value of property, plant and equipment was
determined using modelled future cash flows on a post-tax basis. A deferred
tax liability was also then separately recognised and included in the net
deferred tax asset on acquisition as part of the identifiable net assets.

 

 Assets acquired and liabilities assumed at date of acquisition                             Fair value
                                                                                            recognised on
                                                                                            acquisition
                                                                                            £000
 Assets
 Property, plant and equipment (note 13)                                                    486,331
 Exploration and evaluation assets                                                          -
 Net deferred tax asset (note 9)                                                            264,914
 Debtors and other assets                                                                   68,226
 Inventory                                                                                  6,112
 Cash and cash equivalents                                                                  17,600
                                                                                            843,183
 Liabilities
 Trade and other payables                                                                   (71,798)
 Contract liabilities (note 16)                                                             (54,174)
 Financial liabilities                                                                      (3,839)
 Royalty liabilities (note 19)                                                              (34,869)
 Provisions (note 20)                                                                       (75,899)
 Interest bearing loans (note 21)                                                           (264,835)
                                                                                            (505,414)

 Total identifiable net assets at fair value                                                337,769

 Cash consideration                                                                         61,636
 Initial consideration shares issued                                                        235,812
 Deferred consideration shares                                                              6,273
 Purchase consideration                                                                     303,721

 Gain arising on acquisition                                                                34,048

 

Fair value of consideration

The combined purchase consideration of the transaction was £303.7 million,
which comprised cash of £61.6 million, the fair value of 108,170,426 ordinary
shares in Serica Energy plc issued in exchange for all Tailwind shares, and
the fair value of a further 2,877,698 ordinary shares which were issued to the
sellers subsequent to the acquisition after the conclusion of periods with no
successful warranty claims. The fair value of the initial consideration shares
issued was calculated using the market price of the Company's shares of £2.18
on the AIM Market of the London Stock Exchange at its opening of business on
23 March 2023. The deferred consideration share consideration was also valued
using the share price on acquisition and this value is approximate to the fair
value.

 

The gain arising on acquisition representing the excess of fair value of the
net assets acquired over the purchase consideration largely arose due to a
reduction in the value of consideration paid based on the market price of
shares issued at the completion date of 23 March 2023.

 

The excess of fair value of the net assets acquired over the purchase
consideration has been recognised as a gain on acquisition in the income
statement.

 

From the date of acquisition, the Tailwind assets have contributed £243
million of revenue and £86 million of profit before tax in the period ended
31 December 2023. Had the acquisition occurred on 1 January 2023, the Tailwind
assets would have contributed £338 million of revenue and £154 million of
profit before tax for the year ended 31 December 2023.

 

Transaction costs of £1.8 million incurred in 2022 and £10.1 million in 2023
have been expensed in the Income Statement. Debtors and other assets included
in the total identifiable net assets at fair value were equivalent to gross
contractual amount receivables.

Reserve Based Lending facility arrangements

Following completion of the acquisition on 23 March 2023, the Serica Group
assumed reserve-based lending and junior facility arrangements linked to the
legacy Tailwind sub-group (see note 21).

 

 

30.  Subsidiaries

Details of the investments in which the Group and the Company (unless
indicated) hold 20% or more of the nominal value of any class of share capital
are as follows:

 

 Name of company:                           Holding                   Nature of business       % voting rights and shares held

                                                                                               2023
 Serica Holdings UK Ltd (ii)                Ordinary                  Holding                  100
 Tailwind Energy Investments Ltd (ii)*      Ordinary                  Holding                  100
 Serica Energy Holdings BV (i & iii)        Ordinary                  Holding                  100
 Serica Energy (UK) Ltd (i & ii)            Ordinary                  E&P                      100
 NSV Energy Limited (i & ii)                Ordinary                  Holding                  100
 Tailwind Energy Ltd (i & ii)*              Ordinary                  E&P                      100
 Tailwind Energy Sirocco Ltd (i & ii)*      Ordinary                  Holding                  100
 Tailwind Energy Chinook Ltd (i & ii)*      Ordinary                  E&P                      100
 Tailwind Mistral Ltd (i & ii)*             Ordinary                  E&P                      100
 Tailwind Energy Bora Ltd (i & ii)*         Ordinary                  E&P                      100
 Serica Energy Corporation (i & iv)         Ordinary                  Dormant                  100
 APD Ltd (i & iv)                           Ordinary                  Dormant                  100
 PDA Asia Ltd (i & iv)                      Ordinary                  Dormant                  100
 PDA (Lematang) Ltd (i & ii)                Ordinary                  Dormant                  100
 Serica UK Exploration Ltd (i & ii)         Ordinary                  Dormant                  100

 (i) Held by a subsidiary undertaking
 (ii) Incorporated in the UK
 (iii) Incorporated in the Netherlands
 (iv) Incorporated in the British Virgin Islands

 

*On 10 April 2024 the following companies changed their names as detailed in
the table below:

 

 Previous name                    New name
 Tailwind Energy Investments Ltd  Serica Energy Investments Limited
 Tailwind Energy Ltd              Serica Energy Meltemi Limited
 Tailwind Mistral Ltd             Serica Energy Mistral Limited
 Tailwind Energy Sirocco Ltd      Serica Energy Sirocco Limited
 Tailwind Energy Chinook Ltd      Serica Energy Chinook Limited
 Tailwind Energy Bora Ltd         Serica Energy Bora Limited

 

The registered office of Serica Holdings UK Limited, Serica Energy (UK)
Limited, PDA (Lematang) Limited and Serica UK Exploration Limited is 48 George
Street, London, W1U 7DY.

 

The registered office of Tailwind Energy Investments Ltd, NSV Energy Limited,
Tailwind Energy Sirocco Ltd, Tailwind Mistral Ltd and Tailwind Energy Bora Ltd
is 62 Buckingham Gate, London, SW1E 6AJ.

 

The registered office of Tailwind Energy Chinook Ltd is H1 Building, Hill of
Rubislaw, Anderson Drive, Aberdeen, AB15 6BY.

 

The registered office of the Company's subsidiaries incorporated in the
Netherlands is Hoogoorddreef 15, 1101 BA Amsterdam, The Netherlands.

 

The registered office of APD Ltd and PDA Asia Ltd is P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands. The
registered office of Serica Energy Corporation is P.O. Box 71, Road Town,
Tortola, British Virgin Islands.

 

31.  Events Since Balance Sheet Date

On 23 January 2024 Serica announced the completion of a new US$525 million
6-year Borrowing Facility which replaced its existing facility.

 

On 26 February 2024 Serica announced the completion of the acquisition of 30%
non-operated interests in the P2498 and P2170 licences (together the Greater
Buchan Area) from Jersey Oil & Gas.

 

On 6 March 2024, the UK government announced that EPL would be extended for a
further 12 months to 31 March 2029 from the former end date of 31 March 2028.

 

 

 

Reconciliation of non-IFRS measures

Serica uses certain measures of performance that are not specifically defined
under IFRS or other generally accepted accounting principles ("GAAP"). These
non-IFRS measures, which are presented within the financial review, are
defined below:

Capital Expenditure (Capex): Comprises the spend (prior to tax allowances) on
the acquisition of PP&E assets, the purchase of exploration and appraisal
assets and decommissioning spend. Depicts how much the Group has spent on
purchasing fixed assets in order to further its business goals and objectives.
It is a useful indicator of the Group's organic expenditure on oil and gas
assets, and exploration and appraisal assets, incurred during a period on a
pre-tax basis.

 

 

CFFO less current tax: comprises Cash inflow from Operations adjusted by the
tax charge for the year as reflected in Note 9 a). Serica considers that this
is a useful measure of the cash generation of the business prior to the
decisions made by the Group in relation to capital allocation.

 

 

EBITDAX: Earnings before interest, tax, depreciation and amortisation,
impairments, transaction costs, unrealised hedging expenses, FX translation
effects, asset revaluation effects, other noncash gains or expenses and
exploration expenditure. This is a useful indicator of underlying business
performance and the definition adopted by Serica is consistent with that
stipulated in the Group's reserve based lending ("RBL") facility. A
reconciliation from Operating Profit to EBITDAX is provided below:

 

 

 

Adjusted Net cash / (debt): Total cash and cash equivalents plus the balance
of amounts of cash security temporarily lodged in respect of DSAs prior to the
finalisation of the RBL recognised on the consolidated balance sheet less the
drawn balance under RBL (net of the carrying value of unamortised fees). This
is an indicator of the Group's indebtedness and contribution to capital
structure.

 

 

GLOSSARY

 bbl                barrel of 42 US gallons
 bcf                billion standard cubic feet
 boe                barrels of oil equivalent (barrels of oil, condensate and LPG plus the heating
                    equivalent of gas converted into barrels at the appropriate rate)
 BKR                Bruce, Keith and Rhum fields

 BPEOC              BP Exploration Operating Company
 CGU                Cash generating unit
 CPR                Competent Persons Report

 DSA                Decommissioning Security Agreement

 ESG                Environmental, Social and Governance
 ETS                Emissions Trading Scheme

 FDP                Field Development Plan

 FPS                Forties Pipeline System
 GRI                Global Reporting Index (framework for sustainability reporting)
 HPHT               High pressure high temperature
 LWIV               Light Weight Intervention Vessel
 mscf               thousand standard cubic feet
 mmbbl              million barrels
 mmboe              million barrels of oil equivalent
 mmscf              million standard cubic feet
 mmscfd             million standard cubic feet per day
 NBP                National Balancing Point
 NGLs               Natural gas liquids extracted from gas streams
 NTS                National Transmission System
 OGA                Oil and Gas Authority
 Overlift           Volumes of oil or NGLs sold in excess of volumes produced
 Underlift          Volumes of oil or NGLs produced but not yet sold
 P10                A high estimate that there should be at least a 10% probability that the
                    quantities recovered will actually equal or exceed the estimate
 P50                A best estimate that there should be at least a 50% probability that the
                    quantities recovered will actually equal or exceed the estimate
 P90                A low estimate that there should be at least a 90% probability that the
                    quantities recovered will actually equal or exceed the estimate
 Pigging            A process of pipeline cleaning and maintenance which involves the use of
                    devices called pigs
 Proved Reserves    Proved reserves are those Reserves that can be estimated with a high degree of
                    certainty to be recoverable. It is likely that the actual remaining quantities
                    recovered will exceed the estimated proved reserves
 Probable Reserves  Probable reserves are those additional Reserves that are less certain to be
                    recovered than proved reserves. It is equally likely that the actual remaining
                    quantities recovered will be greater or less than the sum of the estimated
                    proved + probable reserves
 Possible Reserves  Possible reserves are those additional Reserves that are less certain to be
                    recovered than probable reserves. It is unlikely that the actual remaining
                    quantities recovered will exceed the sum of the estimated proved + probable +
                    possible reserves
 Reserves           Estimates of discovered recoverable commercial hydrocarbon reserves calculated
                    in accordance with the revised June 2018 Petroleum Resources Management System
                    (PRMS) version 1.01
 SASB               Sustainability accounting standards board
 Tcf                trillion standard cubic feet
 TCFD               Taskforce on Climate-related Financial Disclosures
 UKCS               United Kingdom Continental Shelf
 UNSDG              United Nations Sustainable Development Goals

 

 1  Comprising Cash flow from operations of £378.4 million less Current tax
of £183.3 million (2022: £704.9 million less £277.7 million).

 2  14 April 2024

 3  As at 18 April 2024

 4  2022 NSTA Emissions Monitoring Report (2023 numbers not yet published)

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