6 Apr 2016 10:51
6 April 2016
Ophir Energy plc
("Ophir")
Annual Financial Report
As required by DTR 6.3.5(3), Ophir Energy plc ("Ophir" or the "Company") announces that its Annual Report, Notice of Annual General Meeting ("AGM") and Form of Proxy for the 2016 AGM have been published and (excepting the Form of Proxy) are now available on the Ophir website: www.ophir-energy.com. This follows the release on 10 March 2016 of the Full Year Results Announcement for the year ended 31 December 2015.
In compliance with 9.6.1 of the Listing Rules, the Company has today submitted copies of the following document to the National Storage Mechanism and these will shortly be available for inspection at www.morningstar.co.uk/uk/NSM
· Annual Report and Accounts for the year ended 31 December 2015
· Notice of 2016 AGM
· Form of Proxy for the 2016 AGM
The Ophir Annual Report will be delivered to the Registrar of Companies in due course. Copies of the Annual Report and Notice of AGM may also be obtained from the:
General Counsel & Company Secretary
Ophir Energy plc
Level 4
123 Victoria Street
London SW1E 6DE
Tel: +44 (0) 20 7811 2400
The AGM will take place on 10 May 2016. The total of the votes cast by shareholders for or against or withheld on each resolution to be put to the meeting will be released to the market and published on www.ophir-energy.com as soon as practicable after the conclusion of the AGM.
The Disclosure and Transparency Rules ("DTR") require an announcement of the publication of certain information in full unedited text in compliance with DTR 6.3.5(2). As such the following disclosures are made below, referencing page numbers and notes to those in the accounts in the Company's Annual Report.
Audit Report and Accounts
The Full Year results announcement on 10 March 2016 included a set of condensed, financial statements and management commentary. The audited financial statements are contained in the Ophir Annual Report and Accounts. The independent Audit report of the Group and Company are contained on pages 90 to 98.
For further enquiries please contact:
Ophir Energy plc +44 (0)20 7811 2400
Philip Laing, General Counsel & Company Secretary
Geoff Callow, Head of Investor Relations & Corporate Communications
Brunswick Group +44 (0)20 7404 5959
Patrick Handley
Wendel Verbeek
Appendices
Appendix A
The following list of principal risks is extracted from pages 16 to 19 of the Annual Report and Accounts and is repeated here solely for the purpose of complying with DTR 6.3.5.
Principal Risks
Ophir works in often challenging environments that present risks to its activities, operational sites and assets. Managing these risks is critical to address uncertainty, protect Ophir and create value. The risk management process continued to be developed in 2015 and will be further strengthened in 2016.
The key elements of Ophir's risk management are:
· establishing the risk context with reference to Ophir's objectives
· conducting a risk assessment through:
o understanding the causes, impacts, likelihood and potential impacts on Ophir's objectives;
o assessing if the risks can be reduced to a tolerable level; and
o determining appropriate controls to deal with the risk, allocating responsibility for managing the risk controls and executing the activities based on plans and procedures
· regularly communicating and consulting on the risks through established management control procedures
· recurrent monitoring and reviewing of risks.
The principal risks that have been identified within the Group are summarised as follows:
Type | Risk | Description of risk | Control | Responsibility | Change |
External | Legal compliance regulatory or litigation | · The Group conducts business in jurisdictions with inherent risks relating to fraud, bribery and corruption. · Litigation against the Group could materially impact its business. · Reputational damage - withdrawal of support by shareholders, governments, lenders and partners. · Investigation could lead to significant business disruption. · Loss of assets, PSCs and projects. | · The Group accords the highest importance to corporate governance matters and upholding the highest ethical standards. · The Group employs suitably experienced and qualified staff and, when required, external advisors to ensure full compliance. · Legal risk assessment and due diligence is undertaken as appropriate. · Robust Code of Conduct and Anti-Corruption policies and standards. | General Counsel | No change |
Capital Constraints and adverse market sentiment towards the E&P sector | · Depressed sector. · Significant competition for development funds. · Market questioning the value equation for upstream, seeing high finding costs and only rare examples of companies monetising their discoveries, promptly and for a profitable price. · Impact on project value and modelling.
| · Maintain cash balance to sustain business through reduction in LNG capex. · Aim to internally fund core exploration and appraisal activities from the addition of production assets and monetisation of resources to generate cash flow. · Diversify the sources of funding and apply prudent levels of debt to development and production activities. · Ensure that commercial terms on new acreage reflect the changing landscape and involve minimal financial commitments with options to exit early. · Refocus Ophir's upstream model and how to create value as follows: o assets will only continue to be held and progressed if they can demonstrably create substantial value for shareholders. Capital is being selectively directed at those assets which offer the highest risk-weighted returns. o we have reorganised to maximise the impact of our technical professionals and to minimise our support activities. | Chief Financial Officer | UP | |
Political | · The Group operates in jurisdictions that are subject to significant political, economic, legal, regulatory and social uncertainties. · Dependence on permits and consents granted by the authorities where we operate can lead to delays and increased costs in obtaining necessary permits. · Uncertainties in the interpretation and application of laws and regulations in the jurisdictions in which we operate. | · Ophir regularly monitors and seeks to understand changes taking place in political and regulatory environments and the potential for unforeseen events. · The Group works to the highest industry standards with regulators, closely monitoring compliance with the Group's licence and PSC obligations. · Spread our portfolio/regional exposure. · Maintain positive relationships with governments and key stakeholders in host countries. · All material information is released to the market on a timely basis and in accordance with all applicable regulations. | Director Security and Surface Risk | UP | |
Stakeholder sentiment | · Actual or perceived failure to address social and environmental issues or corporate responsibility matters may adversely affect the Group. | · Ophir is committed to a shared value approach to ensure sustainable development with its stakeholders. · The Group conducts its operations in an ethical, responsible, apolitical and transparent manner. · Ophir places a strong emphasis on maintaining excellent relationships with the local communities and host country governments. · There is ongoing monitoring of public sentiment towards the Group and its operations. | Director Security and Surface Risk | UP | |
Global economic volatility
| · Numerous and complex changes in macro environment around global affairs and international economics, e.g. China's slowdown and deceleration in the growth of global trade, are contributing to uncertainty and higher market volatility. | · Regularly review how external risks impact the Group's strategy and remain agile to change. · Act counter-cyclically to take advantage of the opportunities developing from the industry downturn | Director Portfolio and Strategy | UP | |
Low commodity price | · Continued supply and demand concerns. · 'Lower for Longer'. | · Continue to review the Group's cost structure and make sure it reflects the new oil price environment. · Economics of development plans re-worked to reflect low oil price environment. · Selectively exploit the low service costs that have resulted from the drop in the oil price. | Chief Financial Officer | UP | |
Strategic
| Divestment | · Difficult divestment environment · Inability to successfully divest assets at an acceptable price and/or time | · Management restructuring designed to provide greater focus on IRR when making investment decisions. · Monitor and tailor projects to fit macro environment. · Facilitate buyer access /relationship with host Government. · Maximise transparency with equity buyers. · Contingency planning and preparedness to change the course of action as situations change. | Director Portfolio and Strategy | UP |
Investment decisions | · The Group may not be able to identify appropriate expansion opportunities or be able to manage such expansion effectively | · Investments are not dictated by production or reserves growth targets; instead each investment will be assessed on an IRR and materiality basis. · Focus on growing a revenue generating business to fund exploration activities and minimise the overall cost of capital. · Allocate capital to highest return opportunities following rigorous risk reward analysis. · Risk assessment and due diligence process is undertaken on all potential new country entries. · Ophir endeavours to transact at the most appropriate time to create value for shareholders. | Director Africa Global New Ventures/ Director Asia | Down | |
Operational | Health Safety and Environment (HSE) and Security incident | · Oil and gas exploration, development and production can involve numerous risks and hazards, the most significant for Ophir are loss of hydrocarbon containment and the transportation of staff | · Ophir is committed to maintaining robust health, safety, security and environmental management, and procedures are in place in order to respond to unexpected events that have a direct impact on the Group and the communities in which it works. · Comprehensive HSE and operations management systems including emergency response and oil spill response capability, as well as maintaining asset integrity. · Active security monitoring and management. · Learning from Group and third-party incidents. · Introduction of leading indicator system. · The contracting and procurement process ensures suitably qualified contractors are employed and trained in Ophir's requirements and industry best practices. | Director Security and Surface Risk | No change |
Commercial | · Discovery risk and success rate | · Ophir has rebuilt its exploration portfolio in Africa and Asia with high quality operated positions where Ophir has competitive advantage, where drilling commitments are minimised and where the fiscal regime allows material value creation at current prices · This approach enables Ophir to manage the exploration risk by high grading plays in prospective acreage; this focuses attention (and ultimately drilling) solely on the most prospective plays · Ophir is carefully and counter-cyclically building a portfolio of lowcost opportunities with defined exit options for investors in order to decide whether or not to progress to the next phase of exploration · Technical Advisory Committee and peer reviews · Appropriate balance between growth by exploration and acquisition · Report on finding costs · Measuring value of exploration investments · Application of technical excellence and use of appropriate technologies in exploration methodologies · Review new geographic opportunities without impacting focus on strategic core growth areas · Managing risk with partners in existing assets and new ventures | Director Commercial/ Director Subsurface | Down | |
Financial | Inability to fund exploration work programmes | · Liquidity and inability to deliver the business plan · Gas discoveries may require the Group to invest in LNG development projects which require long lead times and material investment in receipt, processing and transportation infrastructure and the marketing of LNG · The Group's business will require significant capital expenditure and the future expansion and development of its business could require future debt and equity financing. The future availability of such funding is not certain · Revenues, profitability and cash flows concentrated in a small number of producing assets · The Group may face the possibility of future decommissioning costs that it cannot accurately predict | · Regular review of cash flow, working capital and funding options, and prudent approach to budgeting and planning, to ensure sufficient capital to meet commitments · Effective portfolio management via farm outs /asset sales as appropriate · Budget focused on high and medium ranked assets /projects to deliver value creation and to ensure the Group can live within its means · A formalised annual budget process and ongoing monthly reviews and analysis of actuals · Board approval of Annual Work Programme | Chief Financial Officer | Up |
Appendix B
The following responsibility statement is extracted from the Statement of Directors' responsibility on page 89 of the Annual Report and Accounts and is repeated here solely for the purpose of complying with DTR 6.3.5. This statement relates to the full Annual Report and Accounts and not the extracted information presented in the Full Year Results announcement.
Responsibility Statement of the Directors in respect of the Annual Report and Accounts
I confirm on behalf of the Board that to the best of their knowledge:
· the financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company and the undertakings included in the consolidation taken as a whole; and
· the Strategic Report and Directors' Report include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Directors' statement under the UK Corporate Governance Code
The Board considers that the Annual Report and Accounts taken as a whole, is fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
Approved by the Board on 9 March 2016.
Nick Cooper
Chief Executive Officer
9 March 2016