Ophir Energy plc Annual Report and Accounts 2011

More documents

Recommendations

Info

90 Ophir Energy plc Annual Report 2011 Notes to the financial statements continued 28 Related party transactions continued (b) Transactions with key management personnel The Company made payments of US$47,868 (year ended 31 December 2010: US$93,956) to Vectis Petroleum Limited, a company associated with Mr J Lander, for the provision of Mr Lander’s service as a Director and US$32,204 (year ended 31 December 2010: US$107,128) to Barbican Global Limited, a company associated with Mr L Powell, for the provision of Mr Powell’s service as a Director. 29. Post balance sheet events On 31 January, 2012 Ophir contracted the Ocean Rig’s “Eirik Raude” a dynamically positioned semi-submersible rig, to drill its Equatorial Guinea exploration campaign. Ophir plans a 60 day programme beginning in H1 2012 of three firm wells, plus one contingent well in its operated Block R. On 2 February 2012, the Group acquired 100% of the share capital of Dominion Petroleum Ltd (“Dominion”), a group of companies operating in the oil and gas exploration industry. The Group announced that the scheme of arrangement approved by Dominion’s shareholders on 12 December 2011 was sanctioned by the Supreme Court in Bermuda effective on 1 February 2012. The transaction has therefore closed and the entire issued share capital of Dominion is now owned by Ophir. The consideration of US$220,221,437 was satisfied by a combination of cash and equity as shown below. The enlarged footprint positions Ophir as the leading independent in the East African offshore play, with a portfolio of 7 blocks offshore Tanzania and Kenya, 4 of which are operated by the Ophir. The enlarged portfolio comprises 22 licences in 11 jurisdictions. The provisional acquisition accounting is as follows: Fair Value 2011 US$’000 Intangible assets (oil & gas exploration) 230,500 Property, plant & equipment 441 Current assets 22,972 Liabilities (34,097) Net assets 219,816 Minority interest (140) Net assets attributable 219,676 Goodwill arising on acquisition 545 Cost 220,221 Consideration: Fair value of shares issued 181,539 Cash paid 38,682 220,221 The Group issued 38,790,455 new shares in consideration for the entire share capital of Dominion Petroleum Ltd. The fair value of the shares is the published price of the shares of the Group at the acquisition date. Therefore, the fair value of the share consideration given is $181,539,000. The fair values disclosed are provisional due to the timing and complexity of the acquisition. The Group is continuing to refine the fair value of assets and liabilities identified as part of the acquisition. The review of the fair value of the assets and the liabilities acquired will continue for 12 months from the acquisition date. In April 2012 the Group completed an equity placing of 30.5million new ordinary shares of 0.25 pence at a price of 495 pence raising $242million (£150.9million).
91 Ophir Energy plc Annual Report 2011 Shareholder information Registrars The Company has appointed Capita Registrars to maintain its register of members. Shareholders should contact Capita using the details below in relation to all general enquiries concerning their shareholding: Capita Registrars The Registry 34 Beckenham Road Beckenham, Kent BR3 4TU Telephone: 0871 664 0300* International dialling: +44 20 8639 3399 Website: www.capitaregistrars.com *Lines are open Monday – Friday from 9.00am – 5.30pm, excluding bank holidays. Calls to 0871 numbers are charged at 10p per minute from a BT landline. Other telephone providers’ costs may vary. Registered and Other Offices The Company’s registered office and head office is: 55 Grosvenor Street, London W1K 3HY Telephone: +44 (0)20 7290 5800 Website: www.ophir-energy.com Other offices are located at: 464 Hay Street Subiaco, WA 6008 PO Box 463 West Perth WA 6872 Australia Plot 1228, Block 2 Masaki Street Msasani Peninsula PO Box 23184 Dar es Salaam United Republic of Tanzania APDO 274 Ophir House Km5, Carretera Aeropuerto Malabo Equatorial Guinea Shareholder profile by size of holding as at 31 December 2011 No. of Holders % of total Financial Calendar Annual General Meeting Half year end Half year results announcement Next financial year end Full year results announcement 19 June 2012 30 June 2012 23 August 2012 31 December 2012 Trading Market and Shareholder Profiles Ophir Energy plc’s shares are traded on the London Stock Exchange with ticker OPHR. The Company’s SEDOL number is B24CT19 and ISIN number is GB00B24CT194. Shares held 31.12.2011 March 2013 Range 1–1,000 64 16.12% 34,469 0.01% 1,001–10,000 104 26.20% 461,270 0.14% 10,001–100,000 89 22.42% 3,706,312 1.13% 100,001–1,000,000 99 24.94% 36,724,788 11.23% 1,000,001– highest 41 10.32% 286,197,062 87.49% 397 100.00% 327,123,901 100.00% % of total BUSINESS REVIEW GOVERNANCE FINANCIAL STATEMENTS Shareholder profile by category as at 31 December 2011 No. of Holders % of total Shares held 31.12.2011 Category Private shareholders 73 18.39% 18,074,936 5.53% Investment Trusts & Pension Funds 6 1.51% 3,521,960 1.07% Institutional investors 318 80.10% 305,527,005 93.40% 397 100.00% 327,123,901 100.00% It should be noted that many private investors hold their shares through nominee companies and therefore the percentage of shares held by private shareholders may be higher than that shown. % of total
Page 1 and 2:
Ophir Energy plc Annual Report and
Page 3 and 4:
01 Ophir Energy plc Annual Report 2
Page 5 and 6:
Page 7 and 8:
Page 9 and 10:
Page 11 and 12:
Page 13 and 14:
Page 15 and 16:
Page 17 and 18:
Page 19 and 20:
Page 21 and 22:
Page 23 and 24:
Page 25 and 26:
Page 27 and 28:
Page 29 and 30:
Page 31 and 32:
Page 33 and 34:
Page 35 and 36:
Page 37 and 38:
Page 39 and 40:
Page 41 and 42: 39 Ophir Energy plc Annual Report 2
Page 91: 89 Ophir Energy plc Annual Report 2
Page 96: Ophir Energy plc Registered office:
show all

Ophir Energy plc Annual Report and Accounts 2011

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?