RNS Number : 7119H
Energean PLC
21 March 2024
 

 

 

 Energean plc

("Energean" or the "Company")

 

2023 Full Year Results

 

London, 21 March 2024 - Energean plc (LSE: ENOG, TASE: אנאג) is pleased to announce its audited full-year results for the year ended 31 December 2023 ("FY 2023").

 

Mathios Rigas, Chief Executive Officer of Energean, commented:

"2023 was another transformational year for Energean. We grew production by 200% year-on-year, reached c. 150 kboed peak production and brought NEA/NI online on time and on budget. Despite the challenging geopolitical environment, all of our operations were managed without any impact from the regional conflicts. Since the year-end, the start-up of Karish North and the second gas export riser mean we are now able to utilise the FPSO's maximum gas capacity and our production guidance illustrates the next step towards our near-term target of 200 kboed.

 

"We also had a strong year financially, generating full-year revenues of $1,420 million and adjusted EBITDAX of $931 million. As a result, we have reduced our leverage ratio by 50% to 3x. These strong results coupled with our long-term gas contracting strategy, which underpins our dividend policy, has seen us return approximately $370 million[1] (210 US$ cents/share) to shareholders since our inaugural payment in Q3 2022.

 

"We are looking beyond our near-term targets and this is reflected in our new Morocco country entry project and in Italy, where we see a new era for the industry following the annulment[2] of prohibitive laws, thereby releasing previously restricted acreage. We also remain alert to opportunities that fit our key business drivers (paying a reliable dividend, deleveraging, growth, and our commitment to Net Zero[3]) and can move quickly to take advantage when they arise.

 

"On sustainability, we are contributing to Israel's transition away from coal as well as its, and the wider region's, energy security - helping to meet the growing demand for natural gas. We further reduced our emissions intensity and have now delivered an 86% reduction from our original 2019 baseline. We are also now rated AAA by MSCI[4]. Our Prinos Carbon Storage ("CS") project will add another pillar and help decarbonise heavy industries in Southeast Europe, in line with our commitment during COP28.

 

"Our ongoing success is due to the entire global team working together during what has been a challenging period in the East Mediterranean. I am proud to lead such a diverse and dedicated team and as we continue to grow, our commitment to integrity, corporate sustainability and operational excellence will remain."

 

Operational Highlights

·      First major step-up in production achieved.

FY23 production of 123 kboed (83% gas), up 200% year-on-year, primarily as a result of a full-year of production from Karish (Israel).

Day-to-day production in Israel continues to be unimpacted by the ongoing geopolitical developments.

FPSO uptime (excluding planned shutdowns) was 99%[5] in Q4 2023.

·      Key growth projects complete.

The NEA/NI development (Egypt) was completed in December 2023.

Karish North and the second gas export riser were brought online in February 2024.

·      Confirmed year-end 2P reserves of 1,115 mmboe, stable year-on-year before produced 2023 volumes and demonstrating material reserves life of around 19 years[6].

·      New gas contract signed in Israel in February 2024.

Adds circa $2 billion of revenues over the life of the contract and is in line with the Group's strategy to secure long-term reliable cash flows.

·      Morocco country entry through farm-in to Chariot Limited's Lixus and Rissana licences, expected to complete imminently.

 

Financial Highlights

·      Strong financial performance, underpinned by a full-year of production from Karish.

2023 sales and other revenues of $1,420 million, representing a 93% increase (2022: $737 million).

2023 adjusted EBITDAX of $931 million, representing a 121% increase (2022: $422 million).

2023 profit after tax of $185 million was a significant improvement versus the previous year (2022: $17 million). Profit after tax was negatively impacted by $100 million of deferred tax charges.

Group cash as of 31 December 2023 was $372 million (including restricted amounts of $26 million) and total liquidity was $607 million.

50% reduction in Group leverage to 3x (FY 2022: 6x).

No immediate debt maturities following Energean Israel's bond refinancing in July 2023.

·      Q4 2023 dividend of 30 US$cents/share declared on 22 February 2024 and scheduled to be paid on 29 March 2024[7].

A total of 210 US$cents/share (approximately $370 million), including the Q4 2023 dividend1, returned to shareholders since maiden payments began.

·      42% year-on-year reduction in carbon emissions intensity to 9.3 kgCO2e/boe and an 86% reduction since our original baseline year[8], ahead of schedule with the Group's stated 2019-2025 target.

Outlook

·      2024 production guidance reiterated at 155 - 175 kboed (production to end-February was 144 kboed; 82% gas), a significant step up towards Energean's near-term targets.

Production is second-half weighted due to:

Peak gas demand during the summer driving maximum gas output from the Energean Power FPSO.

Cassiopea (Italy) first gas expected in the summer of 2024.

·      Focused on backfilling the Energean Power FPSO and meeting growing gas demand in Israel and the region.

The start of the Katlan (Israel) development will extend the gas production plateau and has potential for exports.

·      New areas of development underway to grow the current business base:

Morocco farm-in expected to complete imminently; appraisal well planned for Q3 2024.

In March 2024, a court ruling annulled the PITESAI plan and its associated acts in Italy. This ruling[9] has unlocked previously restricted acreage in addition to those already identified and highlighted by Energean.

·      Quarterly dividend payments intended to be declared in line with previously communicated dividend policy.

·      Evaluating all opportunities, with continued capital discipline, that are dividend accretive, meet Energean's deleveraging targets, achieve its growth objectives and contribute to the Group's Net Zero target. 

 

Financial Summary

 

 

 

FY 2023

FY 2022

% Change

Average working interest production

Kboed

123

41

200%

Sales and other revenue

$ million

1,420

737

93%

Cash Cost of Production

$/boe

11

19

(42%)

Adjusted EBITDAX[10]

$ million

931

422

121%

Profit after tax

$ million

185

17

988%

Cash flow from operating activities

$ million

656

272

141%






Development and production expenditure

$ million

487

729

(33%)

Exploration expenditure

$ million

57

140

(59%)

Decommissioning expenditure

$ million

19

9

111%








31 December 2023

31 December 2022

% Change

Cash (including restricted amounts)

$ million

372

503

(26%)

Net Debt

$ million

2,849

2,518

13%

Leverage (Net Debt / Adjusted EBITDAX)

$ million

3x

6x

50%

 

 

Conference Call

 

A webcast will be held today at 08:30 GMT / 10:30 Israel Time.

 

Webcast: https://brrmedia.news/ENOG_FY23

Dial-In: +44 (0) 33 0551 0200

Dial-in (Israel only): +972 (0) 3 376 1321

Confirmation code (if prompted): Energean Results

 

The presentation slides will be made available on the website shortly at www.energean.com

 

Enquiries

For capital markets: ir@energean.com

 

Kyrah McKenzie, Investor Relations Manager                                        Tel: +44 7921 210 862                                  

For media: pblewer@energean.com

 

Paddy Blewer, Head of Corporate Communications                                                Tel: +44 7765 250 857

 



 

Operational Review

HSE

In 2023, Energean delivered another strong HSE record with zero serious injuries recorded. The Loss Time Injury Frequency ("LTIF") Rate was 0.47 (2022: 0.47) and the Total Recordable Incident Rate ("TRIR") was 1.09 (2022: 1.18).

Reserves

Full year 2023 working interest 2P reserves were 1,115 mmboe, stable year-on-year before produced 2023 volumes (47 mmboe) and demonstrating material reserves life of around 19 years[11].


2023 2P Reserves

mmboe (% gas)

2022 2P Reserves

mmboe (% gas)

% Increase / (Decrease)

Israel

926 (89%)

940 (89%)

(1%)

Egypt


70 (88%)

99 (87%)

(29%)

Rest of Portfolio

119 (37%)

122 (38%)

(2%)

Total

1,115 (83%)

1,161 (84%)

(4%)

 

Production and Operational Update

In 2023, total production was 123 kboed (83% gas), up 200% year-on-year primarily due to the first full year of production from Karish (Israel).


2023

kboed (% gas)

2022

kboed (% gas)

% Increase / (Decrease)

Israel

87 (89%)

5 (92%)

1640%

Egypt

25 (86%)

25 (87%)

0%

Rest of portfolio

11 (34%)

11 (40%)

0%

Total

123 (83%)

41 (75%)

200%

 

2024 is expected to be another significant year for Energean and a material step towards its near-term targets. Group production in the first two-months of 2024 was 144 kboed (82% gas). Energean reiterates the guidance range of 155 - 175 kboed that was communicated in its January trading update, which is weighted towards the second half of the year owing to:

·      Peak gas demand during summer in Israel driving maximum gas output from the Energean Power FPSO.

·      The start-up of Cassiopea (Italy), expected in the summer of 2024.

 

Israel

Production

In the 12-months to 31 December 2023, working interest production from Israel averaged 87 kboed (89% gas). Commercial sales for the majority of Energean's long-term gas sale and purchase agreements ("GSPAs") began in April 2023. Slower than expected commissioning and ramp-up resulted in lower than expected production from Karish in the first half of the year. This was overcome, with production successfully increased in Q3 to the FPSO's initial capacity and uptime increased in Q4 to 99%[12]. Peak gas demand from Energean's GSPAs was seen during Q3. Day-to-day production was and continues to be unimpacted as a result of the ongoing geopolitical developments. 

Development

In February 2024, Energean brought Karish North and the second gas export riser online, enabling utilisation of the FPSO's maximum gas capacity. The Energean Power FPSO now has four production wells in operation, increasing well stock redundancy and flexibility to meet the demand requirements of Energean's gas buyers. The second oil train will be installed as soon as feasible.

Energean intends to develop the Katlan/Tanin area in a phased development. Phase 1 includes the Athena, Zeus, Hera and Apollo accumulations, for which the field development plan was approved by the Israeli Government in December 2023. Energean expects to take FID upon finalisation of EPC terms, which are currently under negotiation. Energean expects to be granted a 30-year production licence for Katlan from the Israeli Government in the upcoming weeks.

 

Technip

In February 2024, Energean signed an amendment to the terms of the deferred payment agreement with Technip and reduced the amount to $210 million. This remaining amount will be paid in twelve equal quarterly instalments starting in March 2024. Deferred amounts do not incur any interest. Energean's 2024 capital expenditure guidance does not include this amount, as it was accrued in 2022.

Eshkol Energies Generation LTD

Also in February 2024, Energean Israel Limited signed a new GSPA with Eshkol Energies Generation LTD, majority owned by Dalia Energy Companies Ltd, for the supply of an initial quantity of 0.6 bcm/yr[13], rising to 1 bcm/yr from 2032 onwards. The GSPA is for a term of approximately 15 years, for a total contract quantity of up to approximately 12 bcm and represents circa $2 billion in revenues over the life of the contract. The contract contains provisions regarding floor and ceiling pricing, take or pay and price indexation (not Brent-price linked). The GSPA has been signed at levels that are in line with the other large, long-term contracts within Energean's portfolio.

Egypt

Production

In the 12-months to 31 December 2023, working interest production from Egypt averaged 25 kboed (86% gas). The NEA/NI project achieved first gas from the first well (NEA#6) in March 2023, followed by the second (NEA#5) in July 2023 and then the remaining two in December 2023 (PY#1 and NI#1). The latter three wells are performing in line with expectations at 73 mmscfd (15 kboed). The NEA#6 well ceased production in November 2023 owing to higher than expected rates of decline. There is no read-across of this on the other wells. The project was delivered in line with budget.

An infill well (NAQPII#2) on the Abu Qir field was brought online in January 2024 and is producing in line with expectations at 19 mmscfd (4 kboed). Energean continues to evaluate other infill and exploration opportunities around its Abu Qir hub.

Production Licences

Conversations are ongoing with the Egyptian authorities to merge Energean's three production concessions (Abu Qir, NEA and NI) into a single concession. The resultant single concession is expected to streamline the fiscal conditions and extend the economic life of the fields.

Receivables

At 31 December 2023, net receivables (after provision for bad and doubtful debts) in Egypt were $147 million (31 December 2022: $117 million), of which $114 million (31 December 2022: $41 million) was classified as overdue.

Exploration

The Orion X1 exploration well (W.I. 19%[14]) reached the target reservoir in March 2024. Preliminary results indicate that the well contains no commercial hydrocarbons. Further appraisal activity is contingent upon the completion of post-drilling well analysis.

Rest of the Portfolio

In the 12-months to 31 December 2023, working interest production from the rest of the portfolio averaged 11 kboed (34% gas).

Italy

First gas from Cassiopea (W.I. 40% non-operator) is expected in the summer of 2024. Pipelaying activities were completed in July 2023 and drilling operations began in November 2023, with the first production well completed in January 2024. The remaining offshore and onshore work is progressing well.

In March 2024, the administrative court of Lazio (Rome) ruled in favour on a claim presented by Energean and several other operators, annulling the PITESAI plan and its applicable acts[15]. The annulment of these restrictive laws allows potential new activities either on exploration acreages or in existing leases in addition to those highlighted by Energean in its January 2024 Trading and Operations Update. Energean welcomes this decision and looks forward to progressing certain concessions.

Greece

Energean's Prinos CS project in Greece has been included by the European Commission as a Project of Common Interest. Non-binding memoranda of understandings have been signed for c.5 million tonnes per annum of storage and EUR 150 million of grants have been committed. Energean is advancing the conversion of its exploration licence into a storage permit.

Morocco Country Entry

As announced on 7 December 2023, Energean has agreed to farm-in to Chariot Limited's ("Chariot", AIM:CHAR) Rissana (W.I. 37.5% operator) and Lixus (W.I. 45% operator) licences, the latter includes the 18 bcm (gross)[16] Anchois gas development.

Completion of the Morocco farm-in is expected imminently, upon receipt of the remaining approvals from the Moroccan Authorities.

Energean (Operator) and Chariot plan to drill an appraisal well on the Anchois field in Q3 2024.

Financing

Energean ended 2023 with total available liquidity of $607 million (2022: $720 million), including undrawn amounts of $235 million under its Revolving Credit Facilities.

In July 2023, Energean issued $750 million of senior secured notes via its subsidiary Energean Israel Finance Ltd ("Energean Israel"), maturing in 2033 with a coupon of 8.5%. The funds were used primarily to repay Energean Israel's $625 million notes due in March 2024. As a result of this refinancing, Energean's weighted average life of debt has been extended to more than six years and results in a weighted average interest rate of 6.13%. 

In October 2023, the $350 million unsecured plc term loan facility was amended and restated to a $120 million unsecured RCF.

Energean remains committed to its near-term target of reducing leverage, which is defined as net debt / adjusted EBITDAX to around 1.5x.

Kerogen Investments No. 38 Limited

In 2023, the remaining two consideration items to Kerogen Investments No. 38 Limited ("Kerogen") as part of the 2020 acquisition of the 30% minority interest in Energean Israel Limited were completed:

·      In July 2023, the remaining deferred consideration ($150 million) to Kerogen was paid.

·      In December 2023, Kerogen exercised its option to convert its $50 million of convertible loan notes into shares. This resulted in the issuance of 4,422,013 new ordinary shares ("New Ordinary Shares") at a conversion price of GBP 8.3843 per New Ordinary Share. The New Ordinary Shares were admitted to trading on the London and Tel Aviv Stock Exchanges on 20 December 2023.

 

ESG and Climate Change

Energean is committed to net zero scope 1 and 2 emissions by 2050 and industry-leading disclosure of its energy transition intentions.

Emissions Reduction

The Group recorded full-year 2023 scope 1 and 2 emissions intensity of 9.3 kgCO2/boe, a 42% year-on-year reduction, and a 86% reduction versus its original baseline year (2019), ahead of schedule for its stated 2019-2025 target. Energean expects to further reduce emissions intensity to 8.5 - 9.0 kgCO2/boe in 2024.

Energean maintains a rolling carbon intensity reduction plan and currently targets to halve its emissions intensity to 4.0-6.0 kgCO2/boe by 2035. Energean intends to reach this medium-term target through the advancement of CCS, electrification and natural-based solution projects.

ESG Ratings and Affirmations

In 2023, Energean has continued to receive strong ESG ratings across the major ESG rating agencies. This includes:

·      Carbon Disclosure Project ("CDP") Climate Change rating maintained at A- and aligned with all recommended pillars of the Task Force on Climate Related Financial Disclosure ("TCFD").

·      MSCI rating increased to AAA from AA, in the top 17% of our sector.

·      Sustainalytics ranked in the top 18% of our sector, up from the top 30% in 2022.

·      Maala Index rating maintained at platinum.

·      Constituent of the FTSE4Good Index Series.

2024 Guidance


FY 2024

Production

 

Israel (kboed)

115-130

Egypt (kboed)

29-31

Rest of portfolio (kboed)

11-14

Total production (kboed)

155-175

 

 

Consolidated net debt ($ million)

2,800-2,900



Cash Cost of Production (operating costs plus royalties)


Israel ($ million)

350-380

Egypt ($ million)

30-40

Rest of portfolio ($ million)

190-210

Total Cash Cost of Production ($ million)

570-630

 

 

Development and production capital expenditure


Israel ($ million)

150-200

Egypt ($ million)

30-50

Rest of portfolio ($ million)

220-250[17]

Total development & production capital expenditure ($ million)

400-500



Exploration expenditure ($ million)

130-170[18]



Decommissioning expenditure ($ million)

40-50



 

Financial Review

 

Financial results summary

 

2023

2022

Change from 2022

Average working interest production (kboepd)

123

41

200%

Revenue ($m)

1,420

737

93%

Cash cost of production ($m)

475

284

67%

Cost of production ($/boe)

11

19

(42%)

Administrative & selling expenses ($m)

43

46

(7%)

Operating profit ($m)

598

232

158%

Adjusted EBITDAX ($m)

931

422

121%

Profit after tax ($m)

185

17

988%

Cash flow from operating activities ($m)

656

272

141%

Capital expenditure ($m)

544

870

(37%)

Cash capital expenditure ($m)

541

460

18%

Net debt ($m)

2,849

2,518

13%

Leverage Ratio (Net debt/ Adjusted EBITDAX)

3

6

(50%)

 

 

Revenue, production, and commodity prices

Revenue increased by $683 million to $1,420 million (2022: $737 million) primarily as a result of the successful ramp-up of production from our flagship Karish gas field, located offshore Northern Israel, to its initial capacity. The Group's realised weighted average oil and gas price for the year was $72/bbl (2022: $81/bbl) and $5/mcf (2022: $11/mcf), respectively. 

Working interest production averaged 123 kboepd in 2023 (2022: 41 kboepd), with the Karish gas field accounting for over 70% of total output.

Adjusted EBITDAX amounted to $931 million (2022: $422 million). The increase from 2022 was due to higher revenue complimented by slightly lower operating costs.

Cash cost of production

During the period, our cash unit production costs decreased to $11 per barrel of oil equivalent (boe), compared to $19/boe in 2022. This reduction was primarily due to the increased production for the year coming from the successful ramp-up of production from the Karish gas field in Israel. In addition, the Egyptian currency, has fallen sharply against the US dollar, also leading to a reduction of the cost per bbl in Egypt. Excluding royalties of $186 million (2022: $46 million), our cash production costs amounted to $289 million in 2023, (2022: $238 million including only 2 months of production in Israel). Consequently, the related cost per boe excluding royalties decreased to $6.4 in 2023, down from $15.9 in 2022.

Depreciation, impairments and write-offs

Depreciation charges before impairment on production and development assets increased to $306 million (2022: $83 million) with the related increase in the depreciation unit expense to $6.8/boe (2022: $5.5/boe).

The Group's impairment assessment did not identify any cash generating units for which a reasonably possible change in a key assumption would result in impairment or impairment reversal.

Management has considered how the Group's identified climate risks and opportunities (as discussed in the Strategic Report) may impact the estimation of the recoverable amount of cash-generating units in the impairment assessments. The anticipated extent and nature of the future impact of climate on the Group's operations and future investment, and therefore estimation of recoverable value, is not uniform across all cash-generating units. There is a range of inherent uncertainties in the extent that responses to climate change may impact the recoverable value of the Group's cash-generating units. These include the impact of future changes in government policies, legislation and regulation, societal responses to climate change, the future availability of new technologies and changes in supply and demand dynamics.

The Group has incorporated carbon pricing when preparing discounted cash flow valuations. Carbon prices are incorporated based on currently enacted legislation (where relevant). Carbon costs are based on the forecast carbon price per tonne/CO2e, multiplied by estimated Scope 1 and 2 emissions for the relevant operation(s).

As part of the impairment assessment the Group has run sensitivity scenarios based on the International Energey Agency's (IEA) 2023 World Energy Outlook climate projections including Stated Policies Scenario (STEPS), Announced Pledges Scenario (APS) and Net-Zero Emissions by 2050 Scenario (NZE).  These specific scenarios were not directly applied in the assets valuation for financial reporting purposes. This is because no single scenario fully aligns with the management consensus on the assumptions market participans may use in appraising the Group's assets. The assessment revealed that the Group's CGUs in Italy and Greece, particularly the Vega field, are significantly affected by these scenarios due to their sensitivity to fluctuations in Brent oil prices. Conversely, the Group's assets in Israel and Egypt are less influenced by these scenarios, attributed to the localized approach to price definition.

Exploration and evaluation expenditure and new ventures

During the period the Group expensed $34 million (2022: $71 million) for exploration and new ventures evaluation activities. This includes impairment costs of $29 million (2022: $66 million) for projects that will not progress to development, primarily Isabella in the UK.

In addition, new ventures evaluation expenditure amounted to $5 million (2022: $5 million), mainly related to pre-licence assessment costs.

General and administrative (G&A) expenses

Energean incurred G&A costs of approximately $43 million in 2023 (2022: $46 million). Cash SG&A was $31 million (2022: $36 million).

Cash G&A excludes certain non-cash accounting items from the Group's reported G&A. Management uses this alternative performance measure to monitor the Group's performance, as it assists in making informed decisions about capital allocation . Cash G&A is calculated as follows: Administrative and Selling and distribution expenses, excluding depletion and amortisation of assets and share-based payment charge that are included in G&A.

 

2023 ($m)

2022 ($m)

Administrative expenses

43

46

Less:

 


Depreciation

5

4

Share-based payment charge included in G&A

7

6

Cash G&A

31

36

 

Net other expenses

Net other expenses of $2 million in 2023 (2022: $1 million income) includes reversal of provision for legal claims of $3 million, expected credit loss provisions of $4 million and other non-recurring items.

Unrealised loss on derivatives

The Group has recognised unrealised loss on derivative instruments of $7 million (2022: $5 million) related to the Cassiopea contingent consideration. A contingent consideration of up to $100.0 million is payable and determined based on future Italian gas prices recorded at the time of the commissioning of the field, which is expected in the summer of 2024.

As at 31 December 2023, the two-year Italian gas (PSV) futures curve indicated higher pricing than that at the date of acquisition, with a forward price in excess of €20/Mwh. As a result, the fair value of the contingent consideration as at 31 December 2023 was estimated to be $91 million based on a Monte Carlo simulation (31 December 2022: $86 million).

Net financing costs

Financing costs before capitalisation for the period were $268 million (2022: $237 million). Finance costs include: $193 million of interest expenses incurred on Senior Secured notes (2022: $167 million), $6 million on debt facilities (2022: $2 million), $7 million of interest expenses relating to long-term payables (2022: $15 million), $51 million unwinding of discount on deferred consideration, contingent consideration, long-term payables, convertible loan notes and decommissioning provisions (2022: $37 million); $11 million commissions for guarantees and other bank charges of (2022: $16 million).

Net finance costs include foreign exchange losses of $17 million (2022: $22 million) and finance income of $19 million (2022: $10 million), including Interest income from time deposits.

Taxation

In 2023, Energean recorded tax charges totalling $159 million, compared to $90 million in 2022. This comprised a current year tax expense of $59 million (down from $200 million in 2022) and a deferred tax expense of $100 million (compared to a credit of $110 million in 2022), resulting in an effective tax rate of 46% (down from 84% in 2022).

The decrease in current tax from 2022 was primarily due to a one-off windfall tax of $119 million charged in Italy in 2022. Additionally, the current tax expense for Italy and Egypt decreased by $13 million and $10 million respectively compared to the previous year.

Regarding deferred tax movement, both Italy and Israel realised previously recognised deferred tax assets due to the utilisation of tax losses, amounting to $15 million and $47 million respectively. Furthermore, Italy reassessed its deferred tax asset recognised on decommissioning provision, resulting in a reduction of $20 million.

Operating cash flow

Cash from operations before tax and movements in working capital was $874 million (2022: $373 million). After adjusting for tax and working capital movements, cash from operations was $656 million (2022: $272 million).

Capital Expenditure

During the year, the Group incurred capital expenditure of $544 million (2022: $870 million). Capital expenditure mainly comprise development expenditure in relation to the Karish Main and Karish North Fields in Israel ($148 million), NEA/NI project in Egypt ($123 million), Cassiopea field in Italy ($161 million), and exploration expenditures in Katlan, Athena, Zeus, Hermes and Hercules in Israel ($25 million) and in North East Happy and East Bir El Nus in Egypt ($26 million).

Net Debt

As at 31 December 2023, net debt of $2,849 million (2022: $2,518 million) consisted of $2,500 million Israeli senior secured notes, $450 million of corporate senior secured notes and $64 million draw down of the Greek loans, less deferred amortised fees and cash, bank deposits and restricted cash balances of $372 million. On 11 July 2023 Energean priced the offering of $750 million aggregate principal amount of senior secured notes. Net debt excluding Israel is $569 million (2022: $144 million).

In accessing the debt capital markets, Energean is only exposed to floating interest rates for the Greek loan and Revolving Credit Facility ('RCF').

Credit ratings

Energean maintains corporate credit ratings with Standard and Poor's (S&P) and Fitch Ratings (Fitch). In November 2023:

·      S&P affirmed 'B+' ratings on Energean and its senior secured notes maturing in 2027 however the Outlook was revised to Negative from Stable. The negative outlook reflects the escalated geopolitical and security risk in Israel.  The ratings were affirmed at B+ as Energean's assets remain fully operational, cash flows have not been affected and the conflict is expected to have limited impact on Energean's operations in Israel.

·      Fitch upgraded Energean plc's corporate credit rating to 'BB-' from 'B+' with Stable Outlook. Energean's senior secured notes maturing in 2027 were also upgraded to 'BB' from 'B+'. Key drivers for the upgrade were: production performance, driven by the successful ramp-up of the Karish field, Energean's clear path to deleveraging, defined Dividend Policy, low re-contracting risk and improving cost of production.

 

 

Risk Management

Principal Risks

 

Energean has long identified geopolitical risks as one of the principal risks facing the Group. Considering the events since October 2023, the Group has introduced a new principal risk specifically relating to the increased regional and domestic geopolitical and security risks in Israel. Day-to-day production and payments from domestic gas offtakers have been unimpacted by the geopolitical developments. Energean continues to monitor the situation and has mitigations in place, including an insurance package for certain risks as a result of damage to the assets. There is also a potential compensation mechanism by the Israeli government under the Property Tax and Compensation Fund Law. A full description of the Group's mitigations in relation to this risk can be found in the 2023 Annual Report & Accounts.

 

The remainder of the principal risks are unchanged from those disclosed in the 2023 Interim Results. A full description of Energean's principal risks is disclosed in the 2023 Annual Report & Accounts.

 

Liquidity risk management and going concern

The Group carefully manages the risk of a shortage of funds by closely monitoring its funding position and its liquidity risk. The going concern assessment covers the period from the date of approval of the Group Financial Statements on 21 March 2024 to 30 June 2025 'the Assessment Period'.

As of 31 December 2023, the Group's available liquidity was approximately $607 million. This available liquidity figure includes: (i) c. $115 million available under the $300 million Revolving Credit Facility ('RCF') signed by the Group in September 2022 and as amended in May 2023 (with the remainder being utilized to issue Letters of Credit for the Group's operations) and (ii) c. $120 million under the $120 million Revolving Credit Facility signed up by the Group in October 2023.

The going concern assessment is founded on a cashflow forecast prepared by management, which is based on a number of assumptions, most notably the Group's latest life of field production forecasts, budgeted expenditure forecasts, estimated of future commodity prices (based on recent published forward curves) and available headroom under the Group's debt facilities. The going concern assessment contains a 'Base Case' and a 'Reasonable Worst Case' ('RWC') scenario.

The Base Case scenario assumes Brent at $80/bbl in 2024 and $75/bbl in 2025 and PSV (Italian gas price) at €30/MWH in 2024 and 2025. A reasonable ramp-up of production from the Karish Field is assumed throughout the going concern assessment period, with prices for gas sold assumed at contractually agreed prices. Under the Base Case, sufficient liquidity is maintained throughout the going concern period.

The Group also routinely performs sensitivity tests of its liquidity position to evaluate adverse impacts that may result from changes to the macro-economic environment, such as a reduction in commodity prices. These downsides are considered in the RWC going concern assessment scenario. The Group is not materially exposed to floating interest rate risk since the majority of its borrowings are fixed-rate. The

Group also looks at the impact of changes or deferral of key projects and downside scenarios to budgeted production forecasts in the RWC.

The two primary downside sensitivities considered in the RWC are: (i) reduced commodity prices; (ii) reduced production - these downsides are applied to assess the robustness of the Group's liquidity position over the Assessment Period. In a RWC downside case, there are appropriate and timely mitigation strategies, within the Group's control, to manage the risk of funding shortfalls and to ensure the Group's ability to continue as a going concern. Mitigation strategies, within management's control, modelled in the RWC include deferral of capital expenditure on operated assets and/or management of operating expenses to improve the liquidity.

Under the RWC scenario, after considering mitigation strategies, liquidity is maintained throughout the going concern period.

Reverse stress testing was also performed to determine what commodity price or production shortfall would need to occur for liquidity headroom to be eliminated. The conditions necessary for liquidity headroom to be eliminated are judged to have a remote possibility of occurring, given the diversified nature of the Group's portfolio and the 'natural hedge' provided by virtue of the Group's fixed-price gas contracts in Israel and Egypt. In the event a remote downside scenario occurred, prudent mitigating strategies, consistent with those described above, could also be executed in the necessary timeframe to preserve liquidity. There is no material impact of climate change within the Assessment Period and therefore it does not form part of the reverse stress testing performed by management.

In forming its assessment of the Group's ability to continue as a going concern, including its review of the forecasted cashflow of the Group over the Forecast Period, the Board has made judgements about:

• Reasonable sensitivities appropriate for the current status of the business and the wider macro environment; and

• the Group's ability to implement the mitigating actions within the Group's control, in the event these actions were required.

After careful consideration, the Directors are satisfied that the Group has sufficient financial resources to continue in operation for the foreseeable future, for the Assessment Period from the date of approval of the Group Financial Statements on 21 March 2024 to 30 June 2025. For this reason, they continue to adopt the going concern basis in preparing the group financial statements.

 

Post balance sheet events

On 21 February 2024 Energean approved its 4Q dividend of US$30 cents per share, to be paid on 29 March 2024.

 

On 22 February 2024 Karish North first gas was achieved and the second gas export riser was completed.

 

The Orion X1 exploration well reached the target reservoir in March 2024. Preliminary results indicate that well contains no commercial hydrocarbons. Further appraisal activity is contingent upon the completion of post-drilling well analysis. The carrying value of the related capitalised exploration and evaluation expenses as of 31 December 2023 was $23.3 million. There has been no impairment recognized related to this investment.

 

 

Non-IFRS measures

The Group uses certain measures of performance that are not specifically defined under IFRS or other generally accepted accounting principles. These non-IFRS measures include Adjusted EBITDAX, cost of production, capital expenditure, cash capital expenditure, net debt and gearing ratio and are explained below.

Cash cost of production

Cash cost of production is a non-IFRS measure that is used by the Group as a useful indicator of the Group's underlying cash costs to produce hydrocarbons. The Group uses the measure to compare operational performance period to period, to monitor costs and to assess operational efficiency. Cash cost of production is calculated as cost of sales, adjusted for depreciation and hydrocarbon inventory movements.

($m)

2023

2022

Cost of sales

760

359

Less:

 


   Depreciation

301

79

   Change in inventory

(16)

(4)

Cost of production1

475

284

Total production for the period (kboe)

44,731

15,038

Cash cost of production per boe ($/boe)

11

19

1Numbers may not sum due to rounding

Adjusted EBITDAX

Adjusted EBITDAX is a non-IFRS measure used by the Group to measure business performance. It is calculated as profit or loss for the period, adjusted for discontinued operations, taxation, depreciation and amortisation, other income and expenses (including the impact of derivative financial instruments and foreign exchange), net finance costs and exploration costs. The Group presents Adjusted EBITDAX as it is used in assessing the Group's growth and operational efficiencies, because it illustrates the underlying performance of the Group's business by excluding items not considered by management to reflect the underlying operations of the Group.

($m)

2023

2022

Adjusted EBITDAX

931

422

Reconciliation to profit/(loss):

 


Depreciation and amortisation

(306)

(83)

Share-based payment

(7)

(6)

Exploration and evaluation expense

(34)

(71)

Change in decommissioning cost

17

(28)

Other expense

(10)

(4)

Other income

8

3

Finance expenses

(250)

(107)

Finance income

19

10

Unrealised loss on derivatives

(7)

(5)

Net foreign exchange

(17)

(22)

Taxation income/(expense)

(159)

(90)

Profit/ (Loss) for the year

185

17

 

Capital expenditure

Capital expenditure is a useful indicator of the Group's organic expenditure on oil and gas assets and exploration and appraisal assets incurred during a period. Capital expenditure is defined as additions to property, plant and equipment and intangible exploration and evaluation assets less decommissioning asset additions, right-of-use asset additions, capitalised share-based payment charge and capitalised borrowing costs:

 

($m)

2023

2022

Additions to property, plant and equipment

533

878

Additions to intangible exploration and evaluation assets

57

141

Less:

 


     Capitalised borrowing cost

18

109

     Impairment of property, plant and equipment

-

28

     Leased assets additions and modifications

47

2

     Lease payments related to capital activities

(16)

(13)

     Capitalised depreciation

-

1

     Change in decommissioning provision

(3)

22

Total capital expenditure

544

870

Movement in working capital

(3)

(410)

Cash capital expenditure per the cash flow statement

541

460

Cash Capital Expenditure

($m)

2023

2022

Payment for purchase of property, plant and equipment

436

396

Payment for exploration and evaluation,
and other intangible assets

105

64

Total Cash Capital Expenditure

541

460

 

Net debt/(cash) and leverage ratio

Net debt is defined as the Group's total borrowings less cash and cash equivalents. Management believes that net debt serves as a valuable indicator of the Group's indebtedness, financial flexibility, and capital structure because it reflects the level of borrowings after accounting for any cash and cash equivalents that could be utilised to reduce borrowings.

The management closely monitors the leverage ratio, as it provides a comprehensive picture of the Group's financial leverage by comparing net debt to EBITDAX. This monitoring is crucial for making informed decisions regarding dividend distributions, ensuring that such payments are made from a position of financial strength. It maintains the balance between rewarding shareholders and sustaining the Group's long-term financial stability.

 

($m)

2023

2022

Current borrowings

80

46

Non-current borrowings

3,141

2,975

Total borrowings

3,221

3,021

Less: Cash and cash equivalents and bank deposits

(347)

(428)

Restricted cash

(25)

(75)

Net Debt

2,849

2,518

Adjusted EBITDAX

931

422

Leverage Ratio (Net debt/ Adjusted EBITDAX)

3

6

 

 

 

Forward Looking Statements

This announcement contains statements that are, or are deemed to be, forward-looking statements. In some instances, forward-looking statements can be identified by the use of terms such as "projects", "forecasts", "on track", "anticipates", "expects", "believes", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that may cause actual results and events to differ materially from those expressed in or implied by such forward-looking statements, including, but not limited to: general economic and business conditions; demand for the Company's products and services; competitive factors in the industries in which the Company operates; exchange rate fluctuations; legislative, fiscal and regulatory developments; political risks; terrorism, acts of war and pandemics; changes in law and legal interpretations; and the impact of technological change. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this announcement is subject to change without notice.

Group Income Statement

Year ended 31 December 2023

($'000)

Notes

2023

2022

Revenue

4

1,419,633

737,081

Cost of sales

5a

(759,546)

(358,930)

Gross profit

 

660,087

378,151

Administrative expenses

5b

(43,073)

(45,942)

Exploration and evaluation expenses

5c

(34,088)

(71,395)

Change in decommissioning provision

15

16,996

(27,628)

Expected credit (loss)/ reversal

5d

(4,375)

7,927

Other expenses

5e

(5,274)

(12,118)

Other income

5f

7,980

3,163

Operating profit

 

598,253

232,158

Finance income

6

19,501

9,572

Finance costs

6

(250,395)

(107,315)

Unrealised loss on derivatives

17

(6,610)

(5,203)

Net foreign exchange losses

6

(16,584)

(22,207)

Profit before tax

 

344,165

107,005

 




Taxation expense

7

(159,230)

(89,734)

Profit for the year

 

184,935

17,271

 




 

Basic and diluted earnings per share

(cents per share)

 

2023

2022

Basic

2

$1.04

$0.10

Diluted

2

$1.05

$0.12

 

 

Group Statement of Comprehensive Income

Year ended 31 December 2023

($'000)

2023

2022

Profit for the year

184,935

17,271




Other comprehensive profit/(loss):



Items that may be reclassified subsequently to profit or loss

 

 

Cash Flow hedges



   Gain/(loss) arising in the period

-

11,665

   Income tax relating to items that may be reclassified to
   profit or loss

-

(2,799)

Exchange difference on the translation of foreign operations

7,463

6,996


7,463

15,862

Items that will not be reclassified subsequently to profit or loss

 

 

Remeasurement of defined benefit pension plan

(161)

267

Income taxes on items that will not be reclassified to profit or loss

38

 

(64)


(123)

203

Other comprehensive profit after tax

7,340

16,065




Total comprehensive profit for the year

192,275

33,336

 

Group Statement of Financial Position

As at 31 December 2023

($'000)

Notes

2023

2022

Assets

Non-current assets

 

 

 

Property, plant and equipment

4,371,325

4,231,904

Intangible assets

325,389

296,378

Equity-accounted investments

4

4

Other receivables

33,682

26,940

Deferred tax asset

217,504

242,226

Restricted cash

3,124

2,998


4,951,028

4,800,450

Current assets


 

Inventories

110,126

93,347

Trade and other receivables

353,257

337,964

Restricted cash

22,482

71,778

Cash and cash equivalents

346,772

427,888


832,637

930,977

Total assets

5,783,665

5,731,427

 


 

Equity and Liabilities

Equity attributable to owners of the parent


 

Share capital

2,449

2,380

Share premium

465,331

415,388

Merger reserve

139,903

139,903

Other reserves

5,975

16,557

Foreign currency translation reserve

1,636

(5,827)

Share-based payment reserve

32,917

25,589

Retained earnings


37,904

56,208

Total equity

 

686,115

650,198

 


 

Non-current liabilities


 

Borrowings

3,141,197

2,975,346

Deferred tax liabilities

122,785

56,114

Retirement benefit liability

1,595

1,675

Provisions

786,362

809,727

Trade and other payables

166,923

318,058


 

4,218,862

4,160,920

Current liabilities


 

Trade and other payables

737,603

756,874

Current portion of borrowings

80,000

45,550

Current tax liability

9,261

109,509

Provisions

51,824

8,376


 

878,688

920,309

Total liabilities

 

5,097,550

5,081,229

Total equity and liabilities

 

5,783,665

5,731,427


Group Statement of Changes in Equity

Year ended 31 December 2023

($'000)

Share capital

Share premium

Hedges and Defined Benefit Plans reserve[19]  

Equity component of convertible bonds[20]

Share based payment reserve[21]

Translation reserve[22]

Retained earnings

Merger reserves

Total

At 1 January 2022

2,374

915,388

(2,971)

10,459

19,352

(12,823)

(354,559)

139,903

717,123

Profit for the period

-

-

-

-

-

-

17,271

-

17,271

Remeasurement of defined benefit pension plan, net of tax

-

-

203

-

-

-

-

-

203

Hedges, net of tax

-

-

8,866

-

-

-

-

-

8,866

Exchange difference on the translation of foreign operations

-

-

-

-

-

6,996

-

-

6,996

Total comprehensive income

-

-

9,069

-

-

6,996

17,271

-

33,336

Transactions with owners of the company










Share based payment charges

-

-

-

-

6,243

-

-

-

6,243

Exercise of Employee Share Options

6

-

-

-

(6)

-

-

-

-

Share premium reduction

-

(500,000)

-

-

-

-

500,000

-

-

Dividends (Note 18)

-

-

-

-

-

-

(106,504)

-

(106,504)

At 1 January 2023

2,380

415,388

6,098

10,459

25,589

(5,827)

56,208

139,903

650,198

Profit for the period

-

-

-

-

-

-

184,935

-

184,935

Remeasurement of defined benefit pension plan, net of tax



(123)






(123)

Exchange difference on the translation of foreign operations






7,463



7,463

Total comprehensive income

-

-

(123)

-

-

7,463

184,935

-

192,275

Transactions with owners of the company










Conversion of the loan note

57

49,943

-

(10,459)

-

-

10,459

-

50,000

Exercise of Employee Share Options

12

-

-

-

(12)

-

-

-

-

Share based payment charges

-

-

-

-

7,340

-

-

-

7,340

Dividends (note 18)

-

-

-

-

-

-

(213,698)

-

(213,698)

At 31 December 2023

2,449

465,331

5,975

-

32,917

1,636

37,904

139,903

686,115

Group Statement of Cash Flows

Year ended 31 December 2023

($'000)

Note

2023

2022

Operating activities




Profit before taxation

 

344,165

107,005

Adjustments to reconcile profit before taxation to net cash provided by operating activities:




Depreciation, depletion and amortisation

8, 9

306,144

83,360

Impairment loss on property, plant and equipment

8

342

-

Loss from the sale of property, plant and equipment

5e

190

1,102

Impairment loss on exploration and evaluation assets

9

28,758

65,550

Defined benefit (gain)/ loss


45

(351)

Movement in provisions

15

(11,098)

(4,742)

Compensation to gas buyers

4

4,929

18,029

Change in decommissioning provision estimates

15

(16,996)

27,628

Finance income

6

(19,501)

(9,572)

Finance costs

6

250,395

107,315

Unrealised loss on derivatives

17

6,610

5,203

ECL on trade receivables

5d

4,375

565

Non-cash revenues from Egypt[23]


(48,254)

(57,766)

Impairment loss on inventory

5e

-

1,207

Share-based payment charge


7,340

6,044

Net foreign exchange loss

6

16,584

22,207

Cash flow from operations before working capital adjustments

 

874,028

372,784

Increase in inventories


(14,923)

(10,278)

Increase in trade and other receivables


(45,178)

(74,454)

Increase/(Decrease) in trade and other payables


(44,913)

23,405

Cash flow from operations

 

769,014

311,457

Income tax paid


(112,827)

(39,304)

Net cash inflow from operating activities

 

656,187

272,153

Investing activities

 

Payment for purchase of property, plant and equipment

8

(436,043)

(395,753)

 

Payment for exploration and evaluation, and other intangible assets

9

(105,024)

(64,414)

 

Movement in restricted cash

12

49,226

124,953

 

Proceeds from disposal of property, plant and equipment


2

227

 

Amounts received from INGL related to the transfer of property, plant & equipment

16

56,906

17,371

 

Other investing activities


(522)

-

 

Interest received


18,997

9,675

 

Net cash outflow for investing activities

 

(416,458)

(307,941)

 

Financing activities

 

Drawdown of borrowings

14

905,038

63,463

 

Repayment of borrowings

14

(655,000)

-

 

Repayment of deferred consideration liability

14

(150,000)

(30,000)

 

Debt issue costs

14

(17,633)

-

 

Repayment of obligations under leases

14

(18,732)

(14,023)

 

Finance cost paid for deferred license payments


(2,496)

(1,501)

 

Finance costs paid


(174,833)

(178,914)

 

Dividend Paid


(213,698)

(106,504)

 

Net cash outflow from financing activities

 

(327,354)

(267,479)

 

Net decrease in cash and cash equivalents

 

(87,625)

(303,267)

 

Cash and cash equivalents at beginning of the period


427,888

730,839

 

Effect of exchange rate fluctuations on cash held


6,509

316

 

Cash and cash equivalents at end of the period

11

346,772

427,888

 









 

 

1.         Basis of preparation and presentation of financial information

Whilst the financial information in this preliminary announcement has been prepared in accordance with UK-adopted International Accounting Standards (UK-adopted IAS) and with the requirements of the United Kingdom Listing Authority (UKLA) Listing Rules, this announcement does not contain sufficient information to comply with IFRS. The Group will publish full financial statements that comply with IFRS in April 2024. The financial information for the year ended 31 December 2023 does not constitute statutory accounts as defined in sections 435 (1) and (2) of the Companies Act 2006. The group and parent company financial statements for the year ended 31 December 2022 have been delivered to the Registrar of Companies; the auditor's report on these accounts was unqualified, did not include a reference to any matters by way of emphasis and did not contain a statement under Section 498 (2) or Section 498 (3) of the UK Companies Act 2006.

 

The accounting policies applied are consistent with those adopted and disclosed in the Group's financial statements for the year ended 31 December 2023. There have been a number of amendments to accounting standards and new interpretations issued by the International Accounting Standards Board which were applicable from 1 January 2023, however these have not any impact on the accounting policies, methods of computation or presentation applied by the Group. Further details on new International Financial Reporting Standards adopted will be disclosed in the 2023 Annual Report and Accounts.

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2023 reporting periods and have not been early adopted by the Group. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

2.         Earnings per share

Basic earnings per ordinary share amounts are calculated by dividing net income for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted income per ordinary share is calculated by dividing net income for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued if dilutive employee share options were converted into ordinary shares.

 

($'000)

2023

2022

Total profit attributable to equity shareholders

184,935

17,271

Effect of dilutive potential ordinary shares[24]

4,450

4,054


189,385

21,325

 

 

2023

2022

Basic weighted average number of shares

178,447,141

177,931,019

Dilutive potential ordinary shares

2,041,193

 6,714,731

Diluted weighted average number of shares

180,488,334

184,645,750

Basic earnings per share

$1.04/share

$0.10/share

Diluted earnings per share

$1.05/share

$0.12/share

 

3.         Segmental reporting

The information reported to the Group's Chief Executive Officer and Chief Financial Officer (together the Chief Operating Decision Makers) for the purposes of resource allocation and assessment of segment performance is focused on four operating segments: Europe (including Greece, Italy, UK, Croatia), Israel, Egypt and New Ventures.

The Group's reportable segments under IFRS 8 Operating Segments are Europe, Israel and Egypt. Segments that do not exceed the quantitative thresholds for reporting information about operating segments have been included in Other.

Segment revenues, results and reconciliation to profit before tax

The following is an analysis of the Group's revenue, results and reconciliation to profit/(loss) before tax by reportable segment:

($'000)

Europe

Israel

Egypt

Other & inter-segment transactions

Total

Year ended 31 December 2023

Revenue from gas sales

109,949

674,481

138,237

-

922,667

Revenue from hydrocarbon liquids sales

-

265,355

32,487

-

297,842

Revenue from crude oil sales

180,704

-

-

-

180,704

Revenue from LPG sales

-

-

14,376

-

14,376

Other

-

-

-

4,044

4,044

Total revenue

290,653

939,836

185,100

4,044

1,419,633

Adjusted EBITDAX[25]

113,498

669,894

153,790

(6,684)

930,498

Reconciliation to profit before tax:






Depreciation and amortisation expenses

(36,702)

(201,882)

(65,922)

(1,638)

(306,144)

Share-based payment charge

(6,610)

(730)

(89)

89

(7,340)

Exploration and evaluation expenses

(30,148)

(50)

-

(3,890)

(34,088)

Change in decommissioning expenses

16,996

-

-

-

16,996

Expected credit loss

-

-

(4,375)

-

(4,375)

Other expense

(4,665)

(190)

(412)

(7)

(5,274)

Other income

5,155

37

3,354

(566)

7,980

Finance income

10,498

11,319

1,348

(3,664)

19,501

Finance costs

(44,264)

(169,467)

(972)

(35,692)

(250,395)

Unrealised loss on derivatives

(6,610)

-

-

-

(6,610)

Net foreign exchange gain/(loss)

(8,928)

(9,084)

(3,282)

4,710

(16,584)

Profit/(loss) before income tax

8,220

299,847

83,440

(47,342)

344,165

Taxation income / (expense)

(42,376)

(68,600)

(48,254)

-

(159,230)

Profit/(loss) from operations

(34,156)

231,247

35,186

(47,342)

184,935

Year ended 31 December 2022

Revenue from gas sales

328,506

45,153

156,264

-

529,923

Revenue from crude oil sales

206,959

-

-

-

206,959

Other

(31,298)

(18,031)

57,131

(7,603)

199

Total revenue

504,167

27,122

213,395

(7,603)

737,081

Adjusted EBITDAX6

262,655

(4,498)

164,581

(1,125)

421,613

Reconciliation to profit before tax:

 





Depreciation and amortisation expenses

(27,199)

(12,112)

(43,266)

(783)

(83,360)

Share-based payment charge

(1,423)

(214)

(89)

(4,318)

(6,044)

Exploration and evaluation expenses

(61,071)

(1,819)

-

(8,505)

(71,395)

Impairment loss on property, plant and equipment

(27,628)

 -  

 -  

 -  

(27,628)

Expected credit loss

(3,043)

-

10,970

-

7,927

Other expense

(2,699)

(1,102)

-

(8,317)

(12,118)

Other income

1,284

54

1,097

728

3,163

Finance income

3,777

6,379

1,705

(2,289)

9,572

Finance costs

(32,395)

(29,811)

(858)

(44,251)

(107,315)

Unrealised loss on derivatives

(5,203)

-

-

-

(5,203)

Net foreign exchange gain/(loss)

4,065

(3,085)

(7,498)

(15,689)

(22,207)

Profit/(Loss) before income tax

111,120

(46,208)

126,642

(84,549)

107,005

Taxation income / (expense)

(42,283)

10,951

(57,766)

(636)

(89,734)

Profit/(Loss) from continuing operations

68,837

(35,257)

68,876

(85,185)

17,271

 

The following table presents assets and liabilities information for the Group's operating segments as at 31 December 2023 and 31 December 2022, respectively:

Year ended 31 December 2023 ($'000)

Europe

Israel

Egypt

Other & inter-segment transactions

Total

Oil & Gas properties

 734,265

 2,783,914

 473,628

 311,295

 4,303,102

Other fixed assets

 35,110

 13,918

 19,996

 (801)

 68,223

Intangible assets

 20,303

 243,965

 46,846

 14,275

 325,389

Trade and other receivables

 88,729

 130,135

 154,095

 (19,702)

 353,257

Deferred tax asset

 217,504

 -  

 -  

-

 217,504

Other assets

 849,649

 573,855

 47,601

 (954,915)

 516,190

Total assets

 1,945,560

 3,745,787

 742,166

 (649,848)

 5,783,665

Trade and other payables

 375,390

 391,379

 74,893

 62,864

 904,526

Borrowings

 108,392

 2,588,491

 -  

 524,314

 3,221,197

Decommissioning provision

 738,063

 92,613

 -  

 6,819

 837,495

Current tax payable

 7,597

 -  

 -  

 1,664

 9,261

Deferred tax liability

 -

 122,785

 -  

 -

 122,785

Other liabilities

 7,502

 -  

 1,601

 (6,817)

 2,286

Total liabilities

 1,236,944

 3,195,268

 76,494

 588,844

 5,097,550

Other segment information

 

 

 

 

 

Capital Expenditure[26]:






   Property, plant and equipment

220,461

138,490

130,099

(1,630)

487,420

   Intangible, exploration
   and evaluation assets

4,152

24,959

26,253

1,288

56,652

 

Year ended 31 December 2022 ($'000)

Europe

Israel

Egypt

Other & inter-segment transactions

Total

Oil & Gas properties

536,874

3,264,364

409,732

(14,440)

4,196,530

Other fixed assets

13,365

4,750

17,325

(66)

35,374

Intangible assets

48,249

219,354

20,639

8,136

296,378

Trade and other receivables

141,509

82,611

131,453

(17,609)

337,964

Deferred tax asset

244,394

-

-

(2,168)

242,226

Other assets

883,576

24,933

96,942

(382,496)

622,955

Total assets

1,867,967

3,596,012

676,091

(408,643)

5,731,427

Trade and other payables

220,706

540,459

50,563

114,506

926,234

Borrowings

61,437

2,471,030

-

488,429

3,020,896

Decommissioning provision

724,458

84,299

-

-

808,757

Current tax payable

109,468

-

-

41

109,509

Other liabilities

124,201

40,882

18,498

32,252

215,833

Total liabilities

1,240,270

3,136,670

69,061

635,228

5,081,229

Other segment information

 

 

 

 

 

Capital Expenditure:






   Property, plant and equipment

85,840

537,527

105,792

(368)

728,791

   Intangible, exploration
   and evaluation assets

12,143

124,718

193

3,970

141,024

 

Segment cash flows

Year ended 31 December 2023 ($'000)

Europe

Israel

Egypt

Other & inter-segment transactions

Total

Net cash from / (used in) operating activities

 25,737

 586,570

 52,032

 (8,152)

 656,187

Cash outflow for investing activities

(134,681)

(194,833)

 (91,238)

 4,294

 (416,458)

Net cash from financing activities

 65,012

(129,801)

 26,896

 (289,461)

 (327,354)

Net increase/(decrease) in cash and cash equivalents

 (43,932)

 261,936

 (12,310)

 (293,319)

 (87,625)

Cash and cash equivalents at beginning of the period

 58,340

 24,825

 26,825

 317,898

 427,888

Effect of exchange rate fluctuations on cash held

 775

 (136)

 (3,281)

 9,151

 6,509

Cash and cash equivalents at end of the period

 15,183

 286,625

 11,234

 33,730

 346,772

 

 

Year ended 31 December 2022 ($'000)

Europe

Israel

Egypt

Other & inter-segment transactions

Total

Net cash from / (used in) operating activities

225,780

(7,850)

66,946

(12,723)

272,153

Cash outflow from investing activities

(287,490)

(180,040)

(54,229)

213,818

(307,941)

Net cash from financing activities

54,977

(133,953)

(2,528)

(185,975)

(267,479)

Net increase/(decrease) in cash and cash equivalents

(6,733)

(321,843)

10,189

15,120

(303,267)

Cash and cash equivalents at beginning of the period

71,312

349,827

19,254

290,446

730,839

Effect of exchange rate fluctuations on cash held

(6,451)

(3,159)

(2,617)

12,543

316

Cash and cash equivalents at end of the period

58,128

24,825

26,826

318,109

427,888

 

4.         Revenue

($'000)

2023

2022

Revenue from crude oil sales

180,704

206,959

Revenue from hydrocarbon liquids sales

297,842

35,384

Revenue from gas sales

927,596

529,923

Revenue from LPG sales

14,376

21,747

Compensation to gas buyers

(4,929)

(18,031)

Gain/(Loss) on forward transactions

-

(55,189)

Petroleum product sales

4,044

2,697

Rendering of services

-

1,001

Revenue from contracts with customers

1,419,633

724,491

Other operating income-lost production insurance proceeds

-

12,590

Total Revenue

1,419,633

737,081

Since August 2021 in accordance with the GSPAs signed with a group of gas buyers, the Group have paid  compensation to these counterparties due to the fact the gas supply date is taking place beyond a certain date as defined in the GSPAs (being 30 June 2021). The compensation is accounted as variable purchase consideration and deducted from revenue as gas is delivered to the offtakers.

In 2022 proceeds were received in relation to lost production under the business interruption insurance policy of $12.6million. No such proceeds were received in the current year.

100% of the gas produced at Abu Qir & North Idku and North El Amriya (Egypt) is sold to EGPC and EGAS respectively under a Brent-linked gas price. The gas price is determined based on Brent prices trading within a certain range, as set out in the agreement, and contains both a floor price and a cap; limiting volatility and exposure to commodity price fluctuations.

Sales for the year ended 31 December (Kboe)

2023

2022

Egypt (net entitlement)

Gas

4,533

5,059

LPG

287

333

Condensate

436

390

Italy

Oil

2,190

2,440

Gas

1,270

1,406

Israel

Gas

28,416

1,781

Oil

3,492

-

UK

Gas

23

73

Oil

228

245

Croatia

Gas

28

38

Greece

Oil

367

-

Total

41,270

11,765

 

 

5.         Operating profit/(loss)

 

($'000)

2023

2022

(a)

Cost of sales

 

Staff costs

47,650

52,904

 

Energy cost

22,166

15,947

 

Flux Cost

33,998

36,970

 

Royalty payable

185,622

45,770

 

Other operating costs[27]

185,018

132,688

 

Depreciation and amortisation (note 8)

300,876

79,362

 

Oil stock movement

(15,554)

(1,707)

 

Stock (underlift)/overlift movement

(230)

(3,004)

 

 

759,546

358,930

(b)

Administration expenses

 

Staff costs

21,416

17,977

 

Other General & Administration expenses

6,648

16,592

 

Share-based payment charge included in administrative expenses (note 8)

7,340

6,044

 

Depreciation and amortisation (note 8 & 9)

5,268

3,257

 

Auditor fees

2,401

2,072

 

 

43,073

45,942

(c)

Exploration and evaluation expenses

 

Staff costs for Exploration and evaluation activities

3,171

3,012

 

Exploration costs written off (note 9)

28,758

65,550

 

Other exploration and evaluation expenses

2,159

2,833

 

 

34,088

71,395

(d)

Expected credit loss

 

 

 

Expected credit loss expense

4,375

3,043

 

Reversal of expected credit loss allowance

-

(10,970)

 

 

4,375

(7,927)

(e)

Other expenses

 

Intra-group merger costs

80

3,212

 

Loss from disposal of Property plant & Equipment

190

1,102

 

Write-down of inventory

-

1,207

 

Write-down of property, plant and equipment costs (note 8)

342

-

 

Provision for litigation and claims

-

1,198

 

Other expenses

4,662

5,399

 

 

5,274

12,118

(f)

Other income

 

Profit from sale of inventory

339

1,643

 

Reversal of provision for legal claims

2,743

-

 

Other income

4,898

1,520

 

 

7,980

3,163

 

6.         Net finance cost

($'000)

2023

2022

Interest on bank borrowings

 6,104

1,527

Interest on Senior Secured Notes

 193,009

167,372

Interest expense on long term payables

 7,158

14,660

Interest expense on short term liabilities

 -  

54

Less amounts included in the cost of qualifying assets

 (17,416)

(123,635)


188,855

59,978

Finance and arrangement fees

 8,985

11,334

Commission charges for bank guarantees

 2,274

2,118

Other finance costs and bank charges

(229)

2,136

Unwinding of discount on right of use asset

 2,476

2,159

Unwinding of discount on long term trade payables

 8,753

-

Unwinding of discount on provision for decommissioning

 31,255

21,495

Unwinding of discount on deferred consideration

 5,674

7,098

Unwinding of discount on convertible loan

 4,450

4,054

Unwinding of discount on contingent consideration

 (1,855)

2,667

Less amounts included in the cost of qualifying assets

(243)

(5,724)

Total finance costs

250,395

107,315

Interest income from time deposits

(19,501)

(9,572)

Total finance income

(19,501)

(9,572)

Foreign exchange losses

16,584

22,207

Net financing costs

247,478

119,950

7.         Taxation

(a) Taxation charge

($'000)

2023

2022

Current income tax charge

(57,800)

(199,563)

Adjustments in respect of current income tax of previous year(s)

(1,598)

(583)

Total current tax charge

(59,398)

(200,146)

Deferred tax relating to origination and reversal of temporary differences (note 10)

(99,832)

110,412

Income tax expense reported in the Income statement

(159,230)

(89,734)

 

(b) Reconciliation of the total tax charge

The Group calculates its income tax expense by applying a weighted average tax rate calculated based on the statutory tax rates of each country weighted according to the profit or loss before tax earned by the Group in each jurisdiction where deferred tax is recognised or material current tax charge arises.

The effective tax rate for the period is 46% (2022: 84%).

The tax (charge) for the period can be reconciled to the accounting profit per the Group Income statement as follows:

($'000)

2023

2022

Profit before tax

344,165

107,005

Tax calculated at 18.2% weighted average rate (2022: 27.5%)[28]

(62,752)

(29,453)

Impact of different tax rates[29]

(15,482)

(9,960)

Non recognition of deferred tax on current year tax losses and other temporary differences

(42,086)

(50,905)

Recognition of previously unrecognised deferred tax/ Derecognition of previously recognised deferred tax[30]

(27,107)

134,642

Permanent differences[31]

(12,623)

(16,341)

Foreign taxes

(29)

(54)

Windfall tax[32]

-

(119,425)

Tax effect of non-taxable income & allowances

2,556

2,217

Other adjustments

(109)

128

Prior year tax

(1,598)

(583)

Taxation expense

(159,230)

(89,734)

There are no income tax consequences attached to the payment of dividends in either 2023 or 2022 by the Group to its shareholders.

Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Group operates. However, this legislation does not currently apply to the Group as its consolidated revenue has not exceeded the threshold of €750 million in at least two of the four preceding fiscal years prior to the enactment of the legislation. Therefore, the consolidated financial statements do not include information required by paragraphs 88A-88D of IAS 12.

 

8.         Property, plant & equipment

 ($'000)

Oil and gas assets[33]

Leased assets[34]

Other property, plant and equipment

Total

 

Property, Plant & Equipment at Cost:

At 1 January 2022

3,897,787

57,245

59,046

4,014,078

 

Additions

742,665

1,195

1,534

745,394

 

Lease modification

-

831

-

831

 

Disposal of assets

(900)


-

(900)

 

Capitalised borrowing cost

109,184

-

-

109,184

 

Capitalised depreciation

632

-

-

632

 

Change in decommissioning provision

21,685

-

-

21,685

 

Other movements

(241)

37

(74)

(278)

 

Foreign exchange impact

(31,388)

(596)

(388)

(32,372)

 

At 31 December 2022

4,739,424

58,712

60,118

4,858,254

 

Additions

469,023

38,278

2,203

509,504

 

Lease modification

-

8,706

-

8,706

 

Disposal of assets

(111,448)


-

(111,448)

 

Capitalised borrowing cost

17,658

-

-

17,658

 

Change in decommissioning provision

(2,504)

-

-

(2,504)

 

Other movements

(313)

-

(307)

(620)

 

Foreign exchange impact

89,811

2,582

2,090

94,483

 

At 31 December 2023

5,201,651

108,278

64,104

5,374,033

 

Accumulated Depreciation and Impairment:

At 1 January 2022

442,522

19,102

52,981

514,605

 

Charge for the period

71,464

10,091

1,171

82,726

 

Impairments

27,878

-

-

27,878

 

Foreign exchange impact

1,030

105

6

1,141

 

At 31 December 2022

542,894

29,298

54,158

626,350

 

Charge for the period

287,926

15,432

1,808

305,166

 

Impairment

342

-

-

342

 

Foreign exchange impact

67,387

1,607

1,856

70,850

 

At 31 December 2023

898,549

46,337

57,822

1,002,708

 

Net carrying amount:

At 31 December 2022

4,196,530

29,414

5,960

4,231,904

 

At 31 December 2023

4,303,102

61,941

6,282

4,371,325

 

Borrowing costs capitalised for qualifying assets during the year are calculated by applying a weighted average interest rate of 5.52% for the year ended 31 December 2023 (for the year ended 31 December 2022: 5.16%).

The additions to Oil & Gas properties for the year ended 31 December 2023 are mainly due to development costs for the FPSO, Karish North field and second oil train at the amount of $148 million, development cost for Cassiopea project in Italy at the amount of $161 million and NEA/NI project in Egypt at the amount of $123 million.

In 2023 the Group entered in new vessel lease agreements for offshore concessions in Italy.

The impairment of $27.9 million recognised in 2022 was a result of a change to the decommissioning estimate on certain fields in Italy and the UK where the recoverable amount was lower than the carrying value, subsequent to recognising the change in estimate. The remaining 2022 change in decommissioning provision of $21.7 million was in relation to fields across the group whereby the recoverable amount exceeded the carrying value.

 

9.         Intangible assets

($'000)

Exploration and evaluation assets

Goodwill

Other Intangible assets

Total

Intangible assets at Cost:

At 1 January 2022

205,333

101,146

9,707

316,186

Additions

139,911

-

1,113

141,024

Other movements

-

-

280

280

Exchange differences

(6,890)

-

(125)

(7,015)

31 December 2022

338,354

101,146

10,975

450,475

Additions

56,379

-

273

56,652

Other movements

313

-

307

620

Exchange differences

2,670

-

(12)

2,658

At 31 December 2023

397,716

101,146

11,543

510,405

Accumulated amortisation and impairments:

At 1 January 2022

83,279

-

4,766

88,045

Charge for the period

39

-

595

634

Impairment

47,240

18,310

-

65,550

Exchange differences

(110)

-

(22)

(132)

31 December 2022

130,448

18,310

5,339

154,097

Charge for the period

46

-

932

978

Impairment

26,583

2,175

-

28,758

Exchange differences

1,197

-

(14)

1,183

31 December 2023

158,274

20,485

6,257

185,016

Net carrying amount

At 31 December 2022

207,906

82,836

5,636

296,378

At 31 December 2023

239,442

80,661

5,286

325,389

 

Goodwill arises principally because of the requirement to recognise deferred tax assets and liabilities for the difference between the assigned values and the tax bases of assets acquired and liabilities assumed in a business combination. Total impairment of $28.8 million was recognised in the period for projects that will not progress to development. The Group exited Isabella licence in December 2023 and as a result the related exploration asset ($26.6 million) and goodwill ($2.2 million) were impaired. 

The remaining goodwill balance is in relation to the Israel CGU ($75.8 million), and UK ($4.8 million). We have performed the annual goodwill impairment test and note that no reasonably possible change would result in impairment.

10.       Net deferred tax (liability)/asset

Deferred tax (liabilities)/assets ($'000)

Property, plant and equipment

Right of use asset IFRS 16

Decom-missioning

Prepaid expenses and other receivables

Inventory

Tax losses

Deferred expenses for tax

Retirement benefit liability

Accrued expenses and other short‑term liabilities

Total

At 1 January 2022

(140,553)

(990)

89,440

(1,571)

183

120,180

11,030

266

9,388

87,373

Increase / (decrease) for the period through: 

Profit or loss (Note 7)

(11,836)

(103)

41,688

1,642

265

83,814

(4,822)

(22)

(214)

110,412

Other comprehensive income








(64) 

(2,799)

(2,863)

Exchange difference

3,466

15

(4,882)

115

(8)

(6,986)


(15)

(515)

(8,810)

31 December 2022

(148,923)

(1,078)

126,246

186

440

197,008

6,208

165

5,860

186,112

Increase / (decrease) for the period through:

Profit or loss (Note 7)

(13,874)

(2,644)

(26,955)

(2,225)

(440)

(57,185)

(630)

163

3,958

(99,832)

Other comprehensive income

-

-

-

-

-

-

-

38

-

38

Exchange difference

(1,197)

(15)

4,269

(12)

6

5,043


3

304

8,401

31 December 2023

(163,994)

(3,737)

103,560

(2,051)

6

144,866

5,578

369

10,122

94,719

 

($'000)

2023

2022

Deferred tax liabilities

(122,785)

(56,114)

Deferred tax assets

217,504

242,226


94,719

186,112

 

At 31 December 2023 the Group had gross unused tax losses of $907.4 million (as of 31 December 2022: $1,093.8 million) available to offset against future profits and other temporary differences. A deferred tax asset of $144.9 million (2022: $197.0 million) has been recognised on tax losses of $571.5 million, based on the forecasted profits. The Group did not recognise deferred tax on tax losses and other differences of total amount of $655.1 million.

In Greece, Italy and the UK, the net DTA for carried forward losses recognised in excess of the other net taxable temporary differences was $77.8 million, $19.6 million and $10.8 million (2022: $69.2 million, $33.4 million and $15.1 million) respectively.  An additional DTA of $109.3 million (2022: $124.6 million) arose primarily in respect of deductible temporary differences related to property, plant and equipment, decommissioning provisions and accrued expenses, resulting in a total DTA of $217.5 million (2022: $242.2 million). During the period, Italy recognised a DTA of $19.6m on tax losses of $81.6m in accordance with its latest tax losses utilisation forecast.

Greek tax losses (Prinos area) can be carried forward without limitation up until the relevant concession agreement expires (by 2039), whereas the tax losses in Israel, Italy and the United Kingdom can be carried forward indefinitely. Based on the Prinos area forecasts (including the Epsilon development), the deferred tax asset is fully utilised by 2032. In Italy, deferred tax asset of $94.6 million recognised on decommissioning costs scheduled up to the year the Italian assets expect to enter into a declining phase assuming that there still be available profits from Cassiopea asset and other long-lived assets. Finally, in the UK, decommissioning losses is expected to be tax relieved up until 2028 in accordance with the latest taxable profits forecasts.

11.       Cash and cash equivalents

($'000)

2023

2022

Cash and bank deposits

346,772

427,888


346,772

427,888

 

Bank demand deposits comprise deposits and other short-term money market deposit accounts that are readily convertible into known amounts of cash. The effective interest rate on short‑term bank deposits was 4.371% for the year ended 31 December 2023 (2022: 1.716%).

12.       Restricted cash

Restricted cash comprises cash retained under the Israel Senior Secured Notes and the Greek State Loan requirement as follows:

Current

The current portion of restricted cash at 31 December 2023 was $22.48 million. It mainly relates to the March 2024 coupon payment on Senior Secured Notes.

In 2022 it was $71.8 million comprising $3 million for bank guarantees and $68.8 million for debt repayment fund.

Non-Current

The cash restricted for more than 12 months after the reporting date was $3.1 million (2022: $3.0 million) mainly comprising $2.3 million (2022: $2.3 million) held on the Interest Service Reserve Account ('ISRA') in relation to the Greek Loan Notes and $0.8 million (2022: $0.7million) for Prinos Guarantee.

13.       Trade and other receivables

($'000)

2023

2022

Trade and other receivables - Current

Financial items:



Trade receivables

297,305

215,215

Receivables from partners under JOA

1,996

4,539

Other receivables[35]

9,479

2,344

Government subsidies[36]

82

3,025

Refundable VAT

19,273

89,400

Accrued interest income

1,016

1,445

 

329,151

315,968

Non-financial items:



Deposits and prepayments[37]

19,174

15,084

Other deferred expense

4,932

6,912


24,106

21,996


353,257

337,964

Trade and other receivables - Non-Current

Financial items:



Other tax recoverable

15,544

14,701


15,544

14,701

Non-financial items:



Deposits and prepayments

17,612

11,726

Other non-current assets

526

513


18,138

12,239


33,682

26,940

14.       Borrowings

($'000)

2023

2022

Non-current

Bank borrowings - after one year but within five years



4.5% Senior Secured notes due 2024 ($625 million)

-

620,461

4.875% Senior Secured notes due 2026 ($625 million)

619,932

617,912

Bank borrowings - more than five years

 

 

6.5% Senior Secured notes due 2027 ($450 million)

444,313

442,879

5.375% Senior Secured notes due 2028 ($625 million)

618,145

616,767

5.875% Senior Secured notes due 2031 ($625 million)

616,762

615,890

8.50% Senior Secured notes due 2033 ($750 million)

733,653

-

BSTDB Loan and Greek State Loan Notes

108,392

61,437

Carrying value of non-current borrowings

3,141,197

2,975,346

Current

Revolving credit facility

80,000

-

Convertible loan notes ($50 million)

-

45,550

Carrying value of current borrowings

80,000

45,550

Carrying value of total borrowings

3,221,197

3,020,896

 

The Group has provided security in respect of certain borrowings in the form of share pledges, as well as fixed and floating charges over certain assets of the Group.

$2,500,000,000 senior secured notes:

On 24 March 2021, the Group completed the issuance of $2.5 billion aggregate principal amount of senior secured notes.

The Notes have been issued in four series as follows:

·    Notes in an aggregate principal amount of $625 million, maturing on 30 March 2024, with a fixed annual interest rate of 4.500%.

·    Notes in an aggregate principal amount of $625 million, maturing on 30 March 2026, with a fixed annual interest rate of 4.875%.

·    Notes in an aggregate principal amount of $625 million, maturing on 30 March 2028, with a fixed annual interest rate of 5.375%.

·    Notes in an aggregate principal amount of $625 million, maturing on 30 March 2031, with a fixed annual interest rate of 5.875%.

The Notes are listed for trading on the TACT Institutional of the Tel Aviv Stock Exchange Ltd. (the "TASE").

The March 2024 notes of $625 million were repaid on 30 September 2023.

$750,000,000 senior secured notes:

On the 11 July 2023 Energean priced the offering of $750 million aggregate principal amount of senior secured notes due 30 September 2033, with a fixed annual interest rate of 8.5%. The interest on the Notes will be paid semi-annually, on March 30 and September 30 of each year, beginning on March 30, 2024.

The Notes are listed for trading on the TASE-UP of the Tel Aviv Stock Exchange Ltd.

The funds were mainly used to repay Energean Israel's $625 million notes due in March 2024.

 

Kerogen Convertible Loan:

On 20 December 2023, the loan was converted into equity, resulting in the issuance of 4,422,013 ordinary shares at a conversion price of £8.3843 per share (equivalent to $10.60).

$450,000,000 senior secured notes:

On 18th November 2021, the Group completed the issuance of $450 million of senior secured notes, maturing on 30 April 2027 and carrying a fixed annual interest rate of 6.5%.

The interest on the notes is paid semi-annually on 30 April and 30 October of each year, beginning on 30 April 2022.

The notes are listed for trading on the Official List of the International Stock Exchange ("TISE").

The issuer is Energean plc and the Guarantors are Energean E&P Holdings, Energean Capital Ltd and Energean Egypt Ltd

Energean Oil and Gas SA ('EOGSA') loan for Epsilon/ Prinos Development:

On 27 December 2021 EOGSA entered into a loan agreement with Black Sea Trade and Development Bank for €90.5 million to fund the development of Epsilon Oil Field. The loan is subject to an interest rate of EURIBOR plus a margin of 2% on 90% of the loan (guaranteed portion) and 4.9% margin on 10% of the loan (unguaranteed portion). The loan has a final maturity date 7 years and 11 months after first disbursement.

On 27 December 2021 EOGSA entered into an agreement with Greek State to issue €9.5 million of notes maturing in 8 years with fixed rate -0.31% plus margin. The margin commences at 3.0% in year 1 with annual increases, reaching 6.5% in year 8. 

At 31 December 2023 the loan was fully drawn. 

Revolving Credit Facility ('RCF'):

On 8 September 2022, Energean signed a three-year $275 million RCF with a consortium of banks, led by ING Bank N.V. In May 2023, this facility's limit was increased to $300 million. The RCF is designed to provide additional liquidity for general corporate needs as necessary. The interest rate applied to any amounts drawn as loans is set at 5% plus the SOFR rate.

Throughout 2023, the Company utilized $80 million from this facility at an average interest rate of 10.3%. Of this amount, $40 million has been repaid subsequent to the reporting date.

15.       Provisions

($'000)

Decommissioning

Provision for litigation and other claims

Total

At 1 January 2022

802,098

11,294

813,392

New provisions

-

1,619

1,619

Change in estimates

49,313

(551)

48,762

Spend

(8,898)

(344)

(9,242)

Reclassification

-

(1,568)

(1,568)

Unwinding of discount

21,495

-

21,495

Currency translation adjustment

(55,251)

(1,104)

(56,355)

At 31 December 2022

808,757

9,346

818,103

Current provisions

8,376

-

8,376

Non-current provisions

800,381

9,346

809,727

At 1 January 2023

808,757

9,346

818,103

New provisions

4,913

-

4,913

Change in estimates

(24,413)

(2,076)

(26,489)

Spend

(18,697)

-

(18,697)

Reclassification

(1,023)

-

(1,023)

Unwinding of discount

31,255

-

31,255

Currency translation adjustment

29,884

240

30,124

At 31 December 2023

830,676

7,510

838,186

Current provisions

51,824

-

51,824

Non-current provisions

778,852

7,510

786,362

 

Decommissioning provision

The decommissioning provision represents the present value of decommissioning costs relating to oil and gas properties, which are expected to be incurred up to 2044 when the producing oil and gas properties are expected to cease operations. The future costs are based on a combination of estimates from an external study completed in previous years and internal estimates. These estimates are reviewed annually to take into account any material changes to the assumptions. However, actual decommissioning costs will ultimately depend upon future market prices for the necessary decommissioning works required that 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 and the impact of energy transition and the pace at which it progresses which are inherently uncertain. The decommissioning provision represents the present value of decommissioning costs relating to assets in Italy, Greece, UK, Israel and Croatia. No provision is recognised for Egypt as there is no legal or constructive obligation as at 31 December 2023.

The principal assumptions used in determining decommissioning obligations for the Group are shown below:

 

Inflation assumption

Discount rate assumption

Cessation of production assumption

Spend in 2023

2023 ($'000)

2022 ($'000)

Greece

1.8%- 2.7%

3.08%

2034

19,359

13,036

Italy

3.0%- 2.0%

4.17%

2023-2039

 8,831

497,827

519,749

UK

2.34%

3.31%

2023-2030

 9,866

202,874

176,063

Israel

3.0%- 1.6%

4.18%

2044

92,613

84,299

Croatia

3.0%- 2.0%

4.17%

2036

18,003

15,610

Total

 

 

 

18,697

830,676

808,757

 

16.       Trade and other payables

($'000)

2023

2022

Trade and other payables-Current

Financial items:



Trade accounts payable

225,451

298,091

Payables to partners under JOA[38]

170,470

58,336

Deferred licence payments due within one year

46,154

13,345

Deferred consideration for acquisition of minority

-

144,326

Other payables[39]

53,756

34,644

Contingent consideration (note 17)

91,075

Short term lease liability

16,498

9,208 

Deferred income

548


VAT payable

20



603,972

557,950

Non-financial items:



Accrued expenses[40]

65,033

98,650

Contract Liability[41]

-

56,230

Other finance costs accrued (note 6)

63,893

39,672

Social insurance and other taxes

4,705

4,372


133,631

198,924


737,603

756,874

Trade and other payables-Non-Current

Financial items:



Trade and other payables[42]

117,796

169,360

Deferred licence payments[43]

-

38,488

Contingent consideration (note 17)

-

86,320

Long term lease liability

48,598

23,063


166,394

317,231

Non-financial items:



Social insurance

529

827


529

827


166,923

318,058

 

17.       Contingent consideration

The share purchase agreement (the "SPA") dated 4 July 2019 between Energean and Edison SpA provides for a contingent consideration of up to $100.0 million subject to the commissioning of the Cassiopea development gas project in Italy. The consideration was determined to be contingent on the basis of future gas prices (PSV) recorded at the time of the at the time of first gas production at the Cassiopea field, which is expected in 2024. No payment will be due if the arithmetic average of the year one (i.e., the first year after first gas production) and year two (i.e., the second year after first gas production) Italian PSV Natural Gas Futures prices is less than €10/Mwh when first gas production is delivered from the field. $100 million is payable if that average price exceeds €20/Mwh. The fair value of the contingent consideration is estimated by reference to the terms of the SPA and the simulated PSV pricing by reference to the forecasted PSV pricing, historical volatility and a log normal distribution, discounted at an estimated cost of debt

The contingent consideration to be payable on 1 October 2024 was estimated at acquisition date to amount to $61.7 million, which discounted at the selected cost of debt resulted in a present value of $55.2 million as at the acquisition date.

As at 31 December 2023, the two-year future curve of PSV prices increased from the date of acquisition and indicate an average price in excess of €20/Mwh (the threshold for payment of $100 million), we estimate the fair value of the contingent consideration as at 31 December 2023 to be $91.1 million based on a Monte Carlo simulation (31 December 2022: $86.3 million).

The fair value of the consideration payable has been recognised at level 3 of the fair value hierarchy.

 

Contingent consideration

2023

1 January

86,320

Fair value adjustment including

4,755

Discount unwinding

(1,855)

Unrealised loss on derivates

6,610

31 December

91,075

 

18.       Dividends

In line with Energean's dividend policy, Energean returned US$1.2/share to shareholders in 2023, representing four quarters of dividend payments. US$0.60/share was returned to shareholders in 2022, representing two quarters of dividend payments (maiden dividend was declared in September 2022).

 

US$ cents per share

$' 000


2023

2022

2023

2022

Dividends announced and paid in cash

 

 

 

 

Ordinary shares





March

30

-

53,252

-

June

30

-

53,411

-

September

30

30

53,518

53,252

December

30

30

53,517

53,252

Total

120

60

213,698

106,504

 


[1] Amounts shown after payment of Q4 2023 dividend, scheduled for 29 March 2024, which is the date upon which payment is to be initiated by Energean.

[2] Unless successfully appealed by the Ministry.

[3] Net Zero by 2050 commitment is for scope 1 and 2 emissions.

[4] Morgan Stanley Capital International.

[5] Uptime is defined as the number of hours that the Energean Power FPSO was operating; the Q4 2023 figure excludes the scheduled 6-day shutdown that occurred in December.

[6] Based upon mid-point of 155-175 kboed 2024 production guidance.

[7] Payment date is stated as the date upon which payment is to be initiated by Energean.

[8] Original baseline year was 2019. In 2023, this was revised to 2022.

[9] Unless successfully appealed by the Ministry.

[10] Adjusted EBITDAX is calculated as profit or loss for the period, adjusted for discontinued operations, taxation, depreciation and amortisation, share-based payment charge, impairment of property, plant and equipment, other income and expenses, net finance costs and exploration and evaluation expenses.

[11] Based upon mid-point of 155-175 kboed 2024 production guidance

[12] Uptime is defined as the number of hours that the Energean Power FPSO was operating; the Q4 2023 figure excludes the scheduled 6-day shutdown that occurred in December.

[13] From 3 June 2024 to 31 December 2031.

[14] Working interest shown as of the date of this report.

[15] Unless successfully appealed by the Ministry.

[16] As per Chariot's latest competent person's report covering the Anchois Field that has certified gross 2C contingent resources of 18 bcm in the discovered gas sands.

[17] Includes $20-25 million of expenditure on the Prinos Carbon Storage project in Greece, which is expected to be covered by EU grants.

[18] Includes the Anchois appraisal well in Morocco.

[19]                    Reserve is used to recognise remeasurement gain or loss on cash flow hedges and actuarial gain or loss from the defined benefit pension plan. In 2022 in the Statement of Financial Position this reserve was combined with the 'Equity component of convertible bonds' reserve.

[20]                    Refers to the Equity component of $50million of convertible loan notes, which were issued in February 2021 and converted into equity at maturity in December 2023.

[21]                    Share-based payments reserve is used to recognise the value of equity-settled share-based payments granted to parties including employees and key management personnel, as part of their remuneration.

[22]                    Reserve is used to record unrealised exchange differences arising from the translation of the financial statements of entities within the Group that have a functional currency other than US dollar.

[23]             Non-cash revenues from Egypt arise due to taxes being deducted at source from invoices as such revenue and tax charges are grossed up to reflect this deduction but no cash inflow or outflow results.

[24]   In 2023 $4.5 million (2022: $4.1million) is the unwinding of the discount on the convertible loan notes (as disclosed in note 6). The notes were converted to ordinary shares on 20 December 2023. Refer to note 14 for further detail.

[25]                    Adjusted EBITDAX is a non-IFRS measure used by the Group to measure business performance. It is calculated as profit or loss for the period, adjusted for taxation, depreciation and amortisation, share-based payment charge, impairment of property, plant and equipment, other income and expenses (including the impact of derivative financial instruments and foreign exchange), net finance costs and exploration and evaluation expenses.

[26]     Capital expenditure is defined as additions to property, plant and equipment and intangible exploration and evaluation assets less decommissioning asset additions, right-of-use asset additions, capitalised share-based payment charge and capitalised borrowing costs.

[27]                    Other operating costs comprise of insurance costs, gas transportation and treatment fees concession fees and planned maintenance costs.

[28]                    For the reconciliation of the tax rate, the weighted average rate of the statutory tax rates in Greece (25%), Cyprus (12.5%) Israel (23%), Italy (24%), United Kingdom (23.5%/75%) and Egypt (40.55%) were weighted according to the profit or loss before tax earned by the Group in each jurisdiction, excluding fair value uplifts profits.

[29]   "Impact of different tax rates" mainly refer to the Italian regional taxes (IRAP).

[30]   Change in estimate of decommissioning provision in 2023 resulted in $27.1 million of DTA recognised during the period. In 2022 the Group recognised $134.6 million of DTA mainly due to the change in decommissioning provision and reassessment of utilisation of tax losses carried forward in Italy.

[31]  Permanent differences mainly consisted of non-deductible expenses ($13.2m), goodwill impairment ($0.4m) and foreign exchange income ($1.0m). In 2022, non-deductible tax expenses primarily relate to financial instruments associated with the acquisition of 30% of Energean Israel from Kerogen Capital, which was finalised during the year.

[32]    In 2022, Italy introduced:

1) a windfall tax in the form of a law decree which imposed a 25% one-off tax on profit margins that rose by more than $5.26 million (€5.0 million) between October 2021 and April 2022 compared to the same period a year earlier. The amount of the windfall tax paid by Energean Italy was $29.3 million; and

2) a new windfall tax that imposed a 50% one-off tax, calculated on 2022 taxable profits that are 10% higher than the average taxable profits between 2018-2021. This amount has a ceiling equal to 25% of the value of the net assets at end-2021. The exposure has been provided for accordingly in 2022. Consequently, the Group paid a one-off windfall tax of $94.7 million (€87.0 million) in June -July 2023.

In addition, the Energy (Oil and Gas) Profits Levy (EPL) was announced by the UK Government on 26 May 2022 and legislated for in July 2022. This was a new, temporary 25% (to be increased to 35% from 1st January 2023) levy on ring fence profits of oil and gas companies. This was in addition to Ring Fence Corporation Tax which is charged at 30% and the Supplementary Charge which is charged at 10%. The Group's exposure to the EPL is de minimis.

[33]                    Included within the carrying amount of Oil & Gas assets are development costs of the Karish field related to the Sub Sea and On-shore construction. In line with the agreement with Israel Natural Gas Lines ("INGL"), the transfer of title ("hand over") of these assets to INGL was completed at the end of March 2023. Following Handover, INGL is responsible for the operation and maintenance of this part of the infrastructure and the related asset.

[34]                    Included in the carrying amount of leased assets at 31 December 2023 are right of use assets related to Oil and gas properties and Other property, plant and equipment of $58.0 million and $3.9 million respectively (2022: $21.3 million and $8.1 million). The depreciation charged on these classes for the year ending 31 December 2023 was $13.4 million and $2.0 million respectively (2022: $7.9 million and $2.1 million).

[35]     Other receivables mainly comprise the consideration receivable from INGL as discussed in note 16.

[36]                    Government subsidies relate to grants from Greek Public Body for Employment and Social Inclusion (OAED) to financially support the Kavala Oil S.A. labour cost from manufacturing under the action plan for promoting sustainable employment in underdeveloped or deprived districts of Greece, such as the area of Kavala. In September 2020, the Greek Government issued a law and a subsequent ministerial decision whereby any legal person who has launched legal proceedings in relation to the aforementioned employment costs, may set off such receivables against tax liabilities provided the judicial proceedings already commenced are abandoned. Energean investigated the process and potential benefits of this approach decided to apply for the set off which has been approved and the first offset was in January 2023 decreasing the receivable.

[37]                    Included in deposits and prepayments, are mainly prepayments for goods and services under the GSP Engineering, Procurement, Construction and Installation Contract (EPCIC) for Epsilon project.

[38]     Payables to partners under JOA include payables and working capital estimates provided by the operators.. Increase in 2023 is due to Cassiopea development, In Italy

[39]    Other payables mainly comprise royalties accrued in Israel (2023: $32 million, 2022: $6.7 million) and Italy (2023: $18 million, 2022: $27.3 million).

[40]                    Included in trade payables and accrued expenses are mainly development expenditures incurred in Israel (mainly FPSO, Karish North, Second oil train), development expenditure for Cassiopea project in Italy and NEA/NI project in Egypt.

[41]                    The contract liability relates to the agreement with Israel Natural Gas Lines ("INGL") for the transfer of title (the "Hand Over") of the near shore and onshore segments of the infrastructure that delivers gas from the Energean Power FPSO into the Israeli national gas transmission grid. The Hand Over became effective in March 2023. Following the Hand Over, INGL is responsible for the operations and maintenance of this part of the infrastructure and the related asset and contract liability was derecognised. The final consideration ($7.3 million) became receivable after Handover and was recognised within other receivables.

[42]   The amount represents a long-term amount payable in terms of the EPCIC contract. Following the amendment to the terms of the deferred payment agreement with Technip signed in February 2024 the remaining amount payable under the EPCIC contract reduced to $210 million. The amount is payable in twelve equal quarterly deferred payments starting in March and therefore has been discounted at 8.668%. p.a. (being the yield rate of the senior secured loan notes, maturing in 2026, at the date of agreeing the payment terms).

[43]                    A settlement agreement was signed on 2nd November 2023 in relation to remaining deferred consideration for Karish and Tanin licences whereby it was agreed that the final amount owing would be paid in two instalments in March ($30.0 million) and May 2024 ($17.4 million). As at 31 December 2023 the total discounted deferred consideration was $46.2 million (as at 31 December 2022: $51.8 million).

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