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An African <strong>Energy</strong> Company<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Company Registration No 5047425


<strong>Ophir</strong> energy plc |<br />

<strong>2010</strong> ANNUAL REPORT<br />

Crew member on board Deepsea Stavanger


Contents<br />

Overview<br />

Highlights of the Year 2<br />

About Us 3<br />

<strong>2010</strong> ANNUAL REPORT<br />

1<br />

Contents<br />

Business Review<br />

Chairman’s and Managing Director’s Review 4<br />

Board of Directors and Senior Management 8<br />

Operations’ Review 12<br />

Financial Review 20<br />

Principal Risks and Uncertainties 22<br />

Directors’ <strong>Report</strong> 24<br />

<strong>Ophir</strong> energy plc |<br />

Governance<br />

Corporate Governance Statement 30<br />

Directors’ Remuneration <strong>Report</strong> 34<br />

Statement of Directors’ Responsibilities 36<br />

Independent Auditor’s <strong>Report</strong> 37<br />

Group Accounts<br />

Group Income Statement and Statement of Comprehensive Income 38<br />

Group Statement of Changes in Equity 39<br />

Company Statement of Changes in Equity 40<br />

Group Statement of Financial Position 41<br />

Company Statement of Financial Position 42<br />

Group Statement of Cash Flows 43<br />

Company Statement of Cash Flows 44<br />

Notes to the Financial Statements 45<br />

Corporate Directory 73<br />

List of Figures<br />

Figure 1 - Operations 3<br />

Figure 2 - African Net Deepwater Acreage Position (km 2 ) 3<br />

Figure 3 - Operational Highlights over the reporting period to date 13<br />

Figure 4 - Blocks 1, 3 and 4 - Tanzania 13<br />

Figure 5 - Block R, Equatorial Guinea 15<br />

Figure 6 - Mbeli, Ntsina, Manga, Gnondo Blocks - Gabon 16<br />

Figure 7 - AGC Profond, AGC 17<br />

Figure 8 - Marovoay Block 2102 - Madagascar 17<br />

Figure 9 - Berbera PSA - Somaliland 18<br />

Figure 10 - Block Marine IX - Congo (Brazzaville) 19<br />

Figure 11 - Daora, Haouza, Mahbes & Mijek Blocks - SADR 19


2<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Overview | HigHLigHTs Of THE yEAR<br />

Overview<br />

Highlights of the Year<br />

3D Seismic Acquisition Offshore Tanzania<br />

<strong>2010</strong><br />

April Acquisition of gravimetry survey, Mbeli and Ntsina Blocks, Gabon<br />

Mtwara Drilling Support Base becomes fully operational<br />

May Entered into gas commercialisation agreements with the Government of Tanzania and Tanzania Petroleum<br />

Development Corporation (“TPDC”) granting rights to exploit any natural gas in Blocks 1, 3 and 4, Tanzania<br />

June Entered into rig use agreement for the Deepsea Stavanger drillship for Tanzania<br />

Farm out deal on Blocks 1, 3 and 4, Tanzania, with BG International Limited<br />

July Acquired an interest in the Marovoay Block, Madagascar<br />

Entered into rig use agreement for the Maersk Deliverer drillship for AGC<br />

October Drilled Pweza-1, Block 4, Tanzania. Gas discovery<br />

Entered into HOA with FAR Limited for farm out of 10% (paying interest) of AGC Profond Block<br />

Completed gradiometry, gravity, magnetic, LIDAR surveys over 3,600km 2 over Marovoay Block 2102,<br />

Madagascar<br />

December Drilled Chewa-1, Block 4, Tanzania. Gas discovery<br />

Appointment of Lexicon Partners as financial advisors to the Company<br />

2011<br />

February<br />

Acquisition of 5,000km 2 3D seismic data in Blocks 1, 3 and 4, Tanzania<br />

March Drilled Chaza-1, Block 4, Tanzania. Gas discovery<br />

Exited from the Block 3, JDZ permit


3<br />

SADR x4<br />

Daora, Haouza, Mahbes, Mijek<br />

Op 50% 74,327km 2<br />

Senegal x3<br />

Rufisque, Sangomar, Sangomar Deep<br />

*Op 25% 7,491km 2<br />

AGC x1<br />

AGC Profond **Op 54.2% 9,838km 2<br />

Equatorial Guinea x1<br />

Block R Op 80% 1,674km 2<br />

Gabon x4<br />

Mbeli, Ntsina, Manga, Gnondo<br />

Op 100% 12,712km 2<br />

Somaliland x1<br />

Berbera<br />

Op 75% 16,270km 2<br />

Tanzania x3<br />

Block 1, Block 3, Block 4<br />

Op 40% 27,665km 2<br />

Madagascar x1<br />

Marovoay Block 2102<br />

Op 80% 12,070km 2<br />

Congo (B) x1<br />

Marine IX<br />

Op 31.5% 1,044km 2<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Overview | Highlights of the year<br />

* Subject to completion of farm out, Government consent, exercise of <strong>Ophir</strong> option to acquire and before government back-in<br />

** Subject to completion of farm out, Government consent and before government back-in<br />

Figure 1 - Operations<br />

About Us<br />

<strong>Ophir</strong> <strong>Energy</strong> plc (“<strong>Ophir</strong>”) is the parent company of the<br />

Group with its headquarters located in London (England),<br />

supported by operational offices in Perth (Australia), Dar es<br />

Salaam (Tanzania) and Malabo (Equatorial Guinea).<br />

<strong>Ophir</strong> is a United Kingdom incorporated independent oil<br />

and gas exploration company with a focus on Africa.<br />

Since its foundation in 2004, the Company has acquired<br />

an extensive portfolio of exploration interests currently<br />

consisting of 16 projects in eight jurisdictions in Africa.<br />

The Company also has options over three additional<br />

exploration interests.<br />

As at 1 March 2011, the Company had interest in<br />

approximately 155,820km 2 of gross exploration acreage<br />

(excluding those interests under option) corresponding to an<br />

equity share 89,976km 2 of which approximately 69,500km 2<br />

lie offshore in water depths greater than 250m and are thus<br />

classified as “deepwater”.<br />

According to IHS, one of the leading providers of oil and gas<br />

licensing data and intelligence, the Company was, as at 31<br />

December <strong>2010</strong>, one of the top five holders of deepwater<br />

exploration acreage in Africa in terms of net acreage.<br />

The Company has drilled eight exploration wells as operator,<br />

making two gas discoveries in Equatorial Guinea and three<br />

gas discoveries in Tanzania.<br />

In October <strong>2010</strong>, the Company was named “Best Oil & Gas<br />

Exploration Company” in the <strong>2010</strong> World Finance Oil & Gas<br />

Industry Awards and in June 2009 the Company was jointly<br />

named as Operator of the Year for 2008 in the Petroleum<br />

Africa magazine annual awards.<br />

Shell<br />

Petro SA<br />

Exxon Mobil<br />

Total SA<br />

Chevron Corp<br />

Roc Oil<br />

Nambia NOC<br />

Sonatrach<br />

Petrobras<br />

Statoil<br />

Anadarko<br />

Tullow Oil<br />

BHP Billiton<br />

Premier Oil<br />

BP<br />

Maurel & Prom<br />

Petronas<br />

Defba Oil<br />

Atlas Group<br />

10,000<br />

20,000<br />

30,000<br />

40,000<br />

50,000<br />

60,000<br />

70,000<br />

80,000<br />

90,000<br />

100,000<br />

110,000<br />

120,000<br />

130,000<br />

140,000<br />

150,000<br />

160,000<br />

170,000<br />

180,000<br />

Figure 2 - African Net Deepwater Acreage Position (km 2 )<br />

Data used to create this graph was provided by IHS Probe and was current as of December <strong>2010</strong>. Deepwater acreage is defined here as any<br />

exploration license reported by IHS to have a maximum depth range in excess of 250m. The total for <strong>Ophir</strong> includes the interests held under<br />

Assurance Agreements in SADR.


4<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

CHAiRmAN’s ANd mANAgiNg diRECTOR’s REviEw<br />

Business Review<br />

Chairman’s and Managing Director’s Review<br />

BUsiness review |<br />

Helicopter operations, Deepsea Stavanger<br />

corporate Overview<br />

<strong>Ophir</strong> has been successful in meeting its key objective<br />

for the year in opening up a new petroleum province in<br />

Tanzania by drilling three ground-breaking gas discoveries.<br />

Each well encountered a substantial volume of gas and it is<br />

our expectation, with further exploration drilling, that there<br />

will be sufficient volumes of gas present within the acreage<br />

held by <strong>Ophir</strong> to support the construction of one or more<br />

Liquefied Natural Gas (“LNG”) processing facilities which<br />

will allow for the export of gas to world markets.<br />

Tanzania is particularly well located to supply the<br />

growing energy markets of Asia and the Indian<br />

sub-continent. The Government of Tanzania has already<br />

demonstrated its support for the project via a series of gas<br />

commercialisation agreements that were concluded in May<br />

<strong>2010</strong>. These specifically define the fiscal terms applying to<br />

gas developments and grant the Company an exclusive right<br />

to build and operate the facilities necessary to liquefy and<br />

export the gas. These agreements are every bit as groundbreaking<br />

as the discovery wells and provide the basis for<br />

accelerated field development. The agreements also make<br />

provision for the supply of gas to markets in Tanzania,<br />

thereby ensuring that the development provides direct<br />

stimulus to the domestic economy in addition to<br />

providing export earnings.<br />

A key part of the equation in Tanzania, and another of<br />

our core strategic objectives for the year, was to establish<br />

a joint venture, prior to drilling, with partners that had the<br />

appropriate skills to undertake a full cycle LNG project.<br />

In this regard we were particularly delighted to conclude<br />

a transaction with BG International Limited (“BG”) whose<br />

credentials in both LNG development and marketing are<br />

amongst the best in the industry. BG entered into a farm<br />

in across all three of the blocks held by the Company<br />

in Tanzania and also became a party to the gas<br />

commercialisation agreements. It is our view that the<br />

combination of an aligned joint venture with relevant<br />

experience and a supportive Government backing the<br />

development of an export gas industry, through the<br />

commercialisation agreements, creates favourable<br />

conditions for a world class LNG development in Tanzania.<br />

Although there has been a great deal of attention paid<br />

towards our exploration successes in Tanzania it has been<br />

a year of steady progress across several other parts of<br />

the portfolio.<br />

In Equatorial Guinea we have been interpreting the new<br />

3D seismic data that was acquired following our 2008<br />

Fortuna-1 and Lykos-1 gas discoveries in Block R. As a<br />

consequence, the project is now sufficiently advanced to<br />

drill appraisal wells and run production tests on both these<br />

discoveries and to undertake further planned drilling.<br />

In parallel with the technical work there have been detailed


negotiations with the Government of Equatorial Guinea to<br />

determine how best to integrate the development of Block R<br />

gas into the proposed second LNG train on Bioko Island.<br />

These discussions have made substantive progress and it is<br />

our expectation that drilling activities will commence in the<br />

second half of 2011.<br />

Our exploration project in Northwest Africa in the Senegal/<br />

Guinea Bissau Common Zone (“AGC”) has matured to the<br />

point where the first exploration well, Kora-1, is expected to<br />

be drilled in Q2 2011. This is the first deepwater well drilled<br />

along this part of the African margin. With other operators<br />

enjoying success to the north in Mauritania and to the south<br />

in Sierra Leone, the Kora-1 well will be watched by many<br />

with great interest.<br />

In Gabon we are presently negotiating the terms of a farm<br />

out transaction prior to acquiring new 3D seismic data<br />

specifically designed to image the pre-salt geology which<br />

is considered to be analogous to basins on the conjugate<br />

South Atlantic margin in Brazil.<br />

There were two new country entries during the year with a<br />

farm in to Wilton Petroleum Limited’s (“Wilton”) interests in<br />

the Marovoay Block 2102 in Madagascar and, subject to the<br />

completion of documentation, the securing of an option<br />

over three blocks in Senegal operated by FAR Limited (“FAR”).<br />

To ensure that the pace of growth across <strong>Ophir</strong>’s interests<br />

is maintained and to further ensure that shareholders are<br />

able to realise some benefit from their investments, the<br />

Board have determined to investigate ways in which<br />

<strong>Ophir</strong> might secure additional funding. The first step in<br />

this process has been to appoint Lexicon Partners as<br />

financial advisors to the Company. They are working with<br />

Management to review available options before reporting<br />

back to the Board later in 2011.<br />

Portfolio Management<br />

It has been an active year for portfolio management with<br />

farm out transactions completed with BG in Tanzania and,<br />

FAR in AGC and a farm out in Gabon at an advanced stage<br />

in the subsequent period. These transactions both protect<br />

<strong>Ophir</strong>’s Balance Sheet from exposure to drilling risk and<br />

importantly in the case of the BG transaction brings proven<br />

experience relevant to the particular assets involved.<br />

The transaction with FAR will give the Company a zero<br />

cost option over an acreage position in Senegal. The<br />

prospectivity of the Senegalese play will be influenced<br />

by the Kora-1 result in the AGC and the option can be<br />

exercised 60 days after completion of the well.<br />

In Equatorial Guinea, <strong>Ophir</strong> will shortly be inviting suitably<br />

qualified companies to consider participation in the Block R<br />

PSC. Once again the objectives are to protect <strong>Ophir</strong>’s<br />

Balance Sheet, but just as importantly, to build a joint<br />

venture with the balance of skills necessary to execute<br />

the project efficiently on behalf of the Government of<br />

Equatorial Guinea.<br />

The portfolio has also grown via a farm in to Madagascar<br />

where <strong>Ophir</strong> has acquired an 80% interest and operatorship<br />

of the onshore Marovoay Block 2102.<br />

<strong>Ophir</strong> is also actively managing its smaller interests. Post<br />

year end, the Group relinquished its minority interest (4%)<br />

in Block 3 of the Nigeria/Sao Tome & Principe Joint<br />

Development Zone (“JDZ”) where it participated in the<br />

drilling of a sub-commercial gas discovery in 2009. <strong>Ophir</strong> is<br />

currently in negotiations with the Government of Congo<br />

(Brazzaville) regarding an extension of the Marine IX PSC<br />

where Premier Oil plc (“Premier”) (operator) and Kufpec<br />

Congo Limited (“Kufpec”) drilled the unsuccessful Frida-1<br />

well in 2009. <strong>Ophir</strong> elected not to participate in the Frida-1<br />

well. Although Premier has notified the Government of its<br />

intention to withdraw, <strong>Ophir</strong> and Kufpec are considering<br />

applying to extend the current-term of the contract alone,<br />

with a view to evaluating other play concepts.<br />

<strong>Ophir</strong> is currently in discussions with the Government of<br />

Somaliland with regards to a revision to the Berbera PSA<br />

timetable to allow for the acquisition of 2D seismic data<br />

and an orderly ongoing exploration programme.<br />

5<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Business review | Chairman’s and Managing Director’s review<br />

Drilling operations on board Deepsea Stavanger<br />

View into the moon pool, Deepsea Stavanger


6<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

BUsiness review | CHAiRmAN’s ANd mANAgiNg diRECTOR’s REviEw<br />

Operations<br />

It has been a year of outstanding achievement for the <strong>Ophir</strong><br />

operations team. In Tanzania a newly built rig has been<br />

taken directly from the shipyard to a remote area offshore<br />

southern Tanzania where there was previously no oilfield<br />

infrastructure. The port and airport at Mtwara were<br />

extensively renovated at a gross cost of US$10 million<br />

(shared with other operators) to act as a base for drilling<br />

operations. Within the port this has included the provision<br />

of offices and workshops for up to 50 company and service<br />

company personnel suitable for round-the-clock operations.<br />

The port has been upgraded to allow for multi-vessel<br />

operations with installation of bunkering and heavy<br />

lift facilities. The airport terminal was upgraded and a<br />

dedicated helicopter hangar and maintenance facility<br />

installed. Within Mtwara itself, local offices and housing<br />

have been renovated to provide accommodation, mess and<br />

medical facilities for up to 65 people. Wherever possible<br />

local suppliers and manufacturers have been used and in<br />

excess of 230 local staff have been employed and trained,<br />

to become a core part of the operations team.<br />

In addition to the challenges of operating in a remote<br />

environment, the Company is acutely aware that the Indian<br />

Ocean has seen an upsurge in marine criminal activity.<br />

The safety of everybody involved in <strong>Ophir</strong>’s operations is of<br />

paramount importance and an extensive security operation<br />

has been implemented in conjunction with the Tanzanian<br />

Navy whose professionalism and vigilance is to be<br />

commended.<br />

The drilling operation is, at the time of writing, nearing<br />

completion. Drilling into a frontier basin where sub-surface<br />

conditions are unknown generally presents a number of<br />

challenges. The Tanzanian basins have been no exception,<br />

providing the drilling team with a rich tapestry of such<br />

challenges; however we are delighted to report that<br />

operations have thus far been conducted safely and<br />

efficiently with no lost time accidents or incidents<br />

reported. We are immensely proud of the achievements of<br />

the whole <strong>Ophir</strong> team together with all of the consultants<br />

and service providers who have taken a pride of ownership<br />

in the project.<br />

We are appreciative of the confidence that our partners BG<br />

placed in us by allowing <strong>Ophir</strong> to continue as the operator<br />

during the initial drilling campaign. As operatorship now<br />

begins to transfer across to BG through the remainder<br />

of 2011, we look forward to building the joint venture<br />

partnership for the benefit of the people of Tanzania on<br />

behalf of whom we conduct these operations. We are<br />

reminded of our partnership with the people of Tanzania<br />

across every facet of the project. The Government, through<br />

the Ministry of <strong>Energy</strong> & Mineral Resources and TPDC<br />

have provided support and guidance at many levels. The<br />

Regional Commissioner of the Mtwara Region and the local<br />

Government Departments of the township of Mtwara have<br />

also been supportive and last and by no means least are the<br />

residents and business people of Mtwara who have become<br />

enthusiastically involved, either directly or indirectly, in<br />

allowing us to become part of their community.<br />

Financial<br />

During the year under review, the development of the<br />

Group’s exploration assets continued to be financed by<br />

funds raised through equity issues in 2008 and 2009 and<br />

the conversion of the Company’s convertible bond in 2008.<br />

There were no fresh issues of shares in <strong>2010</strong>.<br />

The Group recorded a loss for the year after taxation of<br />

US$19.278 million (2009: US$43.266 million). No dividends<br />

were paid or declared by the Company during the financial<br />

year (2009: nil) and the Directors do not propose to pay a<br />

dividend for the year ended 31 December <strong>2010</strong>.<br />

The loss for the year includes US$11.344 million of<br />

exploration expenditure expensed (net of recoveries),<br />

general and administrative costs of US$7.272 million,<br />

finance costs of US$0.429 million and other costs of<br />

US$0.766 million. The net cash outflow of the Group for the<br />

year ended 31 December <strong>2010</strong> was US$45.386 million and<br />

cash and cash equivalents held by the Group at year end<br />

totalled US$89.925 million.<br />

Discussions of the results are set out in the Financial Review<br />

on pages 20 and 21.<br />

Board and staff<br />

The <strong>Ophir</strong> Board provides the Company with a wealth of<br />

knowledge and experience and the contribution of Directors<br />

to the development of the Company over the last year has<br />

been significant. In March the Company announced the<br />

resignation of Mr Harak Banthia who was one of two<br />

representatives of Mittal Investments on the <strong>Ophir</strong> Board.<br />

We would like to thank him for his contribution to <strong>Ophir</strong><br />

and welcome Mr Arun Balakrishnan as his replacement.<br />

<strong>Ophir</strong> has assembled a small yet dedicated and highly skilled<br />

team of staff who consistently deliver far higher levels of<br />

performance than it is reasonable to expect. The Board<br />

would like to publicly acknowledge the team’s achievements<br />

and thank the management and staff for their continued<br />

hard work and commitment which have provided the<br />

foundation for another outstanding year for the Company.<br />

This year of performance has been delivered without<br />

compromising on safety and we are pleased to report no<br />

lost time accidents or incidents reported, despite the diverse<br />

range of operations undertaken.<br />

On board the seismic vessel during 3D seismic survey acquisition<br />

offshore Tanzania


7<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

CHAiRmAN’s ANd mANAgiNg diRECTOR’s REviEw<br />

Drilling operations, Deepsea Stavanger<br />

BUsiness review |<br />

corporate responsibility<br />

Corporate Responsibility is an integral part of the culture at<br />

<strong>Ophir</strong> and within the limited means at our disposal we seek<br />

to have a positive impact upon the communities within<br />

which we conduct our business. This can express itself in<br />

the form of a preference for local manufacture through to<br />

financial support of local projects.<br />

In Equatorial Guinea, <strong>Ophir</strong> provided the funding for the<br />

construction of a nursery school in the village of Ebein<br />

Yenkeng which became operational this year. We are also<br />

pleased to have acquired and installed six electricity<br />

generators into rural hospitals.<br />

Outlook<br />

The pace of activity over the year ahead should increase<br />

significantly. In the next few weeks we anticipate being<br />

able to announce the results of the Kora-1 well in AGC and<br />

later in the year we expect to embark on further drilling<br />

campaigns offshore Tanzania and Equatorial Guinea. Both of<br />

these campaigns should include a mix of appraisal drilling<br />

and further exploration.<br />

In addition to the drilling programmes, <strong>Ophir</strong> will continue<br />

to seek opportunities to grow its portfolio and to mature<br />

those assets already within the portfolio.<br />

In Tanzania, where <strong>Ophir</strong> has invested in excess of US$10<br />

million into the port development, approximately half of this<br />

amount was spent locally providing a major boost to the<br />

area. We have also supported other schemes in Mtwara, for<br />

example providing building supplies for a local school and<br />

funding to a local maternity clinic to purchase essential<br />

drugs and baby equipment.<br />

In Gabon, <strong>Ophir</strong> has funded a cultural exchange programme<br />

between Gabon and South Africa under the auspices of<br />

the South African Embassy for the Nelson Mandela School<br />

in Libreville.


8<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

BOARd Of diRECTORs ANd sENiOR mANAgEmENT<br />

Business Review<br />

Board of Directors and Senior Management<br />

BUsiness review |<br />

Deepsea Stavanger on location offshore Tanzania<br />

Directors<br />

The names of the Directors of the Company during the<br />

financial year and since the end of the financial year are:<br />

non executive chairman<br />

nicholas smith - Chairman (appointed Director<br />

10 October 2007, Chairman 4 September 2009)<br />

Mr Smith trained as a Chartered Accountant with Ernst<br />

& Young. He joined the Jardine Fleming Group in 1986,<br />

serving from 2003 as Chief Financial Officer and as a<br />

member of the Executive Committee. Mr Smith became a<br />

director of Robert Fleming International Ltd in 1998 and the<br />

Director of Origination - Investment Banking serving until<br />

2000. Mr Smith currently serves as a non executive director<br />

for Asian Citrus Holdings Ltd, PLUS Markets Group plc,<br />

Sorbic International Ltd., Japan Opportunities Fund II Limited<br />

and Schroder Asia-Pacific Fund plc. Mr Smith served as<br />

Chairman of the Audit and Nominations Committees until<br />

his appointment as Chairman on 4 September 2009.<br />

Mr Smith is a member of the Audit, Remuneration and<br />

Nominations Committees.<br />

executive Directors<br />

Alan stein Bsc (hons), phD - Managing Director<br />

(appointed 18 February 2004)<br />

Dr Stein began his career in the UK as a geologist with<br />

oil consultants Dolan & Associates where he worked on<br />

projects in Europe, Australia and the Far East. In 1992, he<br />

established Dolan & Associates’ first international office in<br />

Australia and in 1994 was one of the founding partners of<br />

the IKODA consultancy group which had offices in London<br />

and Perth. In 1996 he was one of the founding directors of<br />

FIL Resources Limited which acquired interests in offshore<br />

Mauritania. These interests were sold to Fusion Oil & Gas plc<br />

(“Fusion”) and Dr Stein was appointed managing director<br />

of Fusion in 1998. Dr Stein resigned from Fusion following<br />

its sale in December 2003 and in early 2004 was one of<br />

the founding directors of <strong>Ophir</strong>. Dr Stein is non executive<br />

chairman of Neon <strong>Energy</strong> Limited, an ASX-listed petroleum<br />

exploration and production company headquartered<br />

in Perth.


Jonathan Taylor BSc (Hons), MSc - Executive Director<br />

- New Business & Deputy Managing Director (appointed<br />

4 May 2004)<br />

Mr Taylor has over 20 years’ of experience in a range of<br />

technical and asset management roles in Africa, Europe, the<br />

Far East and the Middle East, for Amerada Hess Ltd, Clyde<br />

Petroleum plc and Gulf Canada Resources Ltd. Mr Taylor<br />

was appointed Exploration Director of Fusion Oil & Gas plc<br />

in November 1998, resigning in March 2004. In early 2004,<br />

Mr Taylor was one of the founding directors of <strong>Ophir</strong>,<br />

serving initially as its Technical Director. Mr Taylor is a<br />

member of the Heath, Safety & Environment Committee.<br />

Independent Non Executive<br />

Directors<br />

Dennis McShane (appointed 10 October 2007)<br />

Mr McShane is a founding principal of Midas Resource<br />

Partners. From September 2004 to November 2008<br />

Mr McShane was a senior executive of the Ferrexpo group<br />

of companies serving as executive director of finance and<br />

business strategy. He led the successful initial public offering<br />

of Ferrexpo plc on the Official List of the London Stock<br />

Exchange in June 2007. Prior to joining Ferrexpo, Mr<br />

McShane was an investment banker with JPMorgan Chase<br />

& Co (“JPM”) emerging markets investment banking and<br />

mining and metals practices in London. In 2002, he became<br />

head of mining and metals in JPM’s Asia-Pacific practice,<br />

based in Sydney. He attended Harvard Business School and<br />

the State University of New York. Mr McShane is a member<br />

of the Audit, Nominations and Remuneration Committees.<br />

He was appointed Chairman of the Audit and Nominations<br />

Committees on 4 September 2009.<br />

Lyndon Powell (appointed 10 October 2007)<br />

Mr Powell retired from HM Forces in 2006 after completing<br />

a full career with the Royal Military Police and Special<br />

Forces. He served in diverse locations throughout the<br />

world in a variety of appointments, gaining a wide<br />

spectrum of experience in operational and strategic<br />

security management. He has worked with the Foreign<br />

& Commonwealth Office, providing protection for HM<br />

Ambassadors and has commanded four major units. He was<br />

Chief of Special Forces at the Allied Rapid Reaction Corps<br />

and was an advisor to the Sierra Leone Armed Forces in<br />

Freetown. In 2007, he was appointed as Deputy Director<br />

Security Operations with Infinity SDC Ltd. In 2008 he moved<br />

to start his own company, Barbican Global Ltd, which<br />

specialises in independent security advice to the corporate<br />

sector. Mr Powell serves as Chairman of the Heath, Safety<br />

& Environment Committee and is a member of the<br />

Remuneration Committee.<br />

John Lander (appointed 18 November 2008)<br />

Mr Lander started his career with Shell as a geophysicist in<br />

their international division, and has more than 40 years’<br />

experience in the international oil and gas industry. He has<br />

held executive boardroom posts at RTZ Oil and Gas Limited,<br />

Pict Petroleum plc, Premier Oil plc, British-Borneo Petroleum<br />

Syndicate plc and Tullow Oil plc, the latter until his<br />

retirement from fulltime employment. He is currently<br />

chairman of Alkane <strong>Energy</strong> plc and Canadian North Sea<br />

<strong>Energy</strong> Limited as well as being a non executive director<br />

of Neon <strong>Energy</strong> Limited. Mr Lander is Chairman of the<br />

Remuneration Committee and is a member of the Audit,<br />

Nominations and Heath, Safety & Environment Committees.<br />

Shareholder Representative Non<br />

Executive Directors<br />

Arun Balakrishnan (appointed 18 February 2011)<br />

Mr Balakrishnan is a Chemical Engineer with a Post<br />

Graduate Diploma in Management from the Indian<br />

Institute of Management, Bangalore. A former Chairman<br />

& Managing Director of the Fortune 500 Company M/s.<br />

Hindustan Petroleum Corpn Ltd., India, he now heads<br />

the Joint Venture Refinery M/s. HPCL-Mittal <strong>Energy</strong> Ltd.,<br />

India. He is also the Chairman of the Scientific Advisory<br />

Committee for Hydrocarbons, Ministry of Petroleum &<br />

Natural Gas, Government of India and member of the Board<br />

of National Commodities Exchange (“NCDEX”) and The<br />

Institute of Company Secretaries of India. He has over<br />

35 years’ of experience in the oil industry and has won<br />

various awards for innovative Human Resources<br />

management and leadership.<br />

Michael Cohen (appointed 17 March 2008)<br />

Mr Cohen is an Executive Managing Director and the<br />

Head of European Investing for The Och-Ziff Group and the<br />

CEO of Och-Ziff Management Europe Limited, a global<br />

institutional asset management firm. As of 1 January 2011,<br />

the Och-Ziff Group had assets under management of<br />

approximately US$27.6 billion. Mr Cohen joined Och-Ziff<br />

in 1997 as an Analyst, and is now based in London and<br />

manages the firm’s European operations. Prior to Och-Ziff,<br />

Mr Cohen was employed as an Analyst at Franklin Mutual<br />

Advisory, analysing equity investments and as an Investment<br />

Banking Analyst at CS First Boston, specialising in the<br />

financial services sector. Mr Cohen holds a BA in Economics<br />

from Bowdoin College.<br />

9<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Business review | Board of Directors and Senior Management


10<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

BUsiness review | BOARd Of diRECTORs ANd sENiOR mANAgEmENT<br />

Jaroslaw paczek (appointed 2 December 2008)<br />

Mr Paczek is a Barrister from Poland having graduated from<br />

the Jagiellonian University in Cracow and subsequently<br />

attended the Harvard Business School and DePaul University<br />

in Chicago. He began his career as a lawyer with the Hogan<br />

& Hartson Legal office in Warsaw in 1995 and also practiced<br />

with Feuguer et Associés in Paris. In 1997 Mr Paczek joined<br />

ERA GSM, the Polish Mobile operator as a Deputy General<br />

Director. For the last ten years, Mr Paczek has worked with<br />

the Kulczyk Group, the largest Private Equity Fund in Poland<br />

where he was involved in various M&A transactions in the<br />

Eastern European Region, in particular in the Telecom,<br />

Electricity and Insurance sectors. Mr Paczek transferred to<br />

London in 2006 and has been responsible for the successful<br />

generation and development of the portfolio of oil, gas and<br />

mineral investments.<br />

rajan Tandon (appointed 4 September 2009)<br />

Mr Tandon is Vice President-in-charge of Finance and<br />

Accounts at Mittal Investments and has over 25 years’ of<br />

industrial experience. Prior to this he was Director-in-charge<br />

of Finance and Accounts at Mittal Steel. He has been a<br />

leading member of the Corporate Finance Team. He has also<br />

served as Treasurer for LNM Holdings NV until its merger<br />

with Ispat International in December 2004. With a 20 year<br />

career within the Mittal Steel Group, he has held various<br />

positions in Finance and Accounting within the Group.<br />

Mr Tandon is an Honours Graduate in Accounting and<br />

Commerce from St Xavier’s College, Kolkata, a Fellow of<br />

The Institute of Chartered Accountants of India and a<br />

member of The Institute of Internal Auditors. He also<br />

serves on the Board of various companies.<br />

Mikki Xayiya (appointed 5 April 2004)<br />

Mr Xayiya has been an active member of the African<br />

National Congress (“ANC”) since 1978 and was imprisoned<br />

on Robben Island by the apartheid government of South<br />

Africa from 1984 to 1990. After his release in 1990,<br />

Mr Xayiya was involved in various community programmes<br />

in South Africa and Swaziland before becoming a policy<br />

advisor to the Gauteng Provincial Government in 1994.<br />

Mr Xayiya was appointed as managing director of<br />

Mawenzi Asset Managers (Pty) Ltd in 1998 and he joined<br />

Mvelaphanda Holdings (Proprietary) Ltd (“Mvelaphanda”)<br />

in 1999, where he currently holds the position of<br />

executive chairman and also serves on several boards<br />

within the Group.<br />

Alternate Directors<br />

Jacob Ulrich - Alternate to Mr Mikki Xayiya (appointed<br />

4 September 2009)<br />

stefan Krieglstein - Alternate to Mr Jaroslaw Paczek<br />

(appointed 10 March 2011)<br />

Directors/Alternate Directors who<br />

have resigned from the Board since<br />

the last annual report<br />

harak Banthia - Non Executive Director (appointed<br />

4 September 2009, resigned 14 February 2011)<br />

B yvonne holm - Alternate to Messrs Banthia & Tandon<br />

(appointed 19 March <strong>2010</strong>, resigned 25 January 2011)<br />

peter Thomas - Executive Director and CFO (appointed<br />

25 November 2009, resigned 21 June <strong>2010</strong>)<br />

senior Management<br />

Day-to-day management of the Group’s business is the<br />

responsibility of the board of <strong>Ophir</strong> Services Pty Ltd (“<strong>Ophir</strong><br />

Services”). In addition to the persons below, Alan Stein and<br />

Jonathan Taylor also serve on the board of directors of <strong>Ophir</strong><br />

Services.<br />

B yvonne holm BA, MA - Chief Financial Officer 1<br />

Ms Holm has 15 years’ of commercial experience with<br />

international oil and gas companies and energy investment<br />

groups. She started her career as Business Analyst in the<br />

Finance Division of Wintershall AG, Germany’s largest<br />

international oil and gas company, where she handled<br />

international Acquisition & Divestment (“A&D”) asset deals<br />

and later as a Senior Project Manager managed various<br />

international corporate acquisition projects. After nine years<br />

at Wintershall, she left to join Amerada Hess Ltd as Senior<br />

Commercial Advisor in London and in 2007 took up a<br />

position with Mittal Investments as General Manager<br />

Business Development focussing on the oil and gas sector.<br />

Ms Holm was responsible for Mittal’s investment into <strong>Ophir</strong><br />

in 2008 and she served on the <strong>Ophir</strong> Board as an alternate<br />

Non-Executive Director representing Mittal. Ms Holm is an<br />

active member of the Association of International Petroleum<br />

Negotiators (“AIPN”) and served on the AIPN Board from<br />

2004 to 2007. In 2005, she initiated and co-chaired a very<br />

successful three day Negotiation Skills Workshop which<br />

she and a group of senior E&P professionals have since<br />

offered 10 times at various international venues. Ms Holm<br />

attended UCLA, Albert Ludwigs University in Freiburg and<br />

Georgetown University, Washington DC and holds a dual<br />

master’s degree in Economics and Cultural Studies.<br />

1<br />

At the date of writing Ms Holm has yet to be appointed to any of the Group’s boards or committees.


11<br />

Control room on the rig floor, Deepsea Stavanger<br />

Michael Fischer Bsc (hons), phD - Chief Operating Officer<br />

Dr Fischer is a geologist who spent the first 10 years of<br />

his career with BP Exploration in Aberdeen. Following<br />

assignments in Spain, Australia, Papua New Guinea and the<br />

People’s Republic of China, he moved to Woodside <strong>Energy</strong><br />

Ltd. (“Woodside”) in Perth, where he was part of the group<br />

responsible for building the company’s position outside of<br />

the North West Shelf interests (Woodside’s primary<br />

Australian producing asset). Dr Fischer was part of the core<br />

team responsible for developing and delivering Woodside’s<br />

international strategy. Dr Fischer then took on the position<br />

of asset manager (West Africa) and led the team responsible<br />

for discoveries at Chinguetti, Banda and Tiof. He left<br />

Woodside in 2004 to join OMV Exploration & Production<br />

GmbH as senior vice-president for exploration, operations<br />

and projects where he had full responsibility for both the<br />

geoscience and engineering technical functions. Dr Fischer<br />

joined <strong>Ophir</strong> in 2006.<br />

John innes Bcom, h Dip Acc, AcA - Director - Finance<br />

Mr Innes is a chartered accountant (qualified in Australia)<br />

with over 20 years’ experience in the resources sector.<br />

Before joining the oil industry in 2001, Mr Innes was a<br />

project manager with responsibility for the overseeing of<br />

Australia’s then largest mining company’s interests in two<br />

large joint ventures in Western Australia. In 2001, Mr Innes<br />

joined Fusion as the finance manager where he was<br />

responsible for all financial and corporate affairs of the<br />

Fusion group. Prior to entering the resources sector Mr Innes<br />

was a senior manager with Deloitte working in Australia<br />

and South Africa where he specialised in corporate advisory<br />

services, taxation and assurance. Mr Innes joined <strong>Ophir</strong><br />

in 2004.<br />

Crew change, Deepsea Stavanger<br />

David Bond Bsc (hons) - Director - Drilling<br />

Mr Bond began his career in 1981 as a drilling engineer<br />

with ConocoPhillips Ltd in the North Sea. He has held<br />

several positions in both engineering and supervision<br />

with BHP Petroleum in the Timor Sea and with Woodside.<br />

During his time with Woodside, he pioneered the<br />

development of the “Technical Limit” management process<br />

which significantly changed Woodside’s drilling and<br />

completion performance and has since been adopted by<br />

several major oil companies around the world. Mr Bond was<br />

also Woodside’s international drilling manager and he led<br />

Woodside’s first international operation in deepwater<br />

offshore Mauritania. Prior to joining <strong>Ophir</strong>, Mr Bond was<br />

general manager (drilling & completions) for Reliance<br />

Industries Limited in India, managing a multi-rig operation<br />

for both ultra-deepwater exploration and ultra-deepwater<br />

developments. Mr Bond is currently leading <strong>Ophir</strong>’s<br />

capability expansion to drill in ultra-deepwater in Africa.<br />

Mr Bond joined <strong>Ophir</strong> in 2007.<br />

Andy Oldham Bsc (hons) - Director - Exploration<br />

Mr Oldham began his career in 1981 with Seismograph<br />

Service Limited working for six years in North Africa and<br />

Australia as a field geophysicist and party chief. He then<br />

spent nine years with Santos Limited, working as an<br />

exploration geophysicist on the Cooper/Eromanga Basins<br />

and the Timor Sea. In 1997, he joined Woodside, and during<br />

his ten years there he acted as a technical coordinator on<br />

the Mauritanian, Algerian and Kenyan assets, overseeing the<br />

subsurface exploration teams in those areas. Mr Oldham is<br />

currently responsible for all exploration activities within the<br />

operated and non-operated assets. Mr Oldham joined <strong>Ophir</strong><br />

in 2007.<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

BUsiness review | BOARd Of diRECTORs ANd sENiOR mANAgEmENT


12<br />

<strong>2010</strong> ANNUAL REPORT<br />

OPERATiONs REviEw<br />

<strong>Ophir</strong> energy plc |<br />

BUsiness review |<br />

Business Review<br />

Operation’s Review<br />

<strong>Ophir</strong> has interests in 16 exploration projects in eight different jurisdictions in Africa.<br />

3D Seismic Acquisition Offshore Tanzania<br />

JUrisDicTiOn<br />

AsseT<br />

pArTicipATing<br />

inTeresT (%)<br />

grOss<br />

AreA (KM 2 )<br />

Tanzania (Operator) Block 1 40 4<br />

7,063<br />

Tanzania (Operator) Block 3 40 4<br />

10,595<br />

Tanzania (Operator) Block 4 40 4<br />

10,007<br />

Equatorial Guinea (Operator) Block R 80 1,674<br />

Gabon (Operator) Mbeli 100 3,384<br />

Gabon (Operator) Ntsina 100 3,299<br />

Gabon (Operator) Manga 100 3,455<br />

Gabon (Operator) Gnondo 100 2,574<br />

AGC (Senegal/Guinea Bissau Common Zone) (Operator) Profond 54.2 1 9,838<br />

Madagascar (Operator) Marovoay 80 12,070<br />

Somaliland (primarily onshore) (Operator) 2 Berbera 75 16,270<br />

Congo (Brazzaville) Marine IX 31.5 5 1,044<br />

SADR (Operator) 3 Daora 50 17,540<br />

SADR (Operator) 3 Haouza 50 17,277<br />

SADR (Operator) 3 Mahbes 50 16,338<br />

SADR (Operator) 3 Mijek 50 23,172<br />

Notes<br />

1 l’Entreprise AGC has a 12% beneficial interest, with an option to increase such beneficial interest by a maximum of 5%, Rocksource currently has an<br />

interest of 5% in the PSC but may earn up to 25% in total by making a promoted contribution towards the cost of the first two exploration wells.<br />

FAR may earn 10% paying interest (8.8% beneficial interest) by making promoted contributions towards the cost of the first well.<br />

2 The Berbera PSA was granted by the Government of Somaliland. Although a declaration of independence was made by Somaliland in 1991, it is yet<br />

to be recognised as a sovereign state by the United Nations. The Company’s rights under this PSA remain uncertain pending recognition of sovereignty.<br />

Ras Al Khaimah Gas Company (“RAKGas”) has an interest of 22.5% in the permit. The Government of Somaliland has 2.5% equity in the permit.<br />

3 Title remains subject to the approval of a United Nations Resolution granting the SADR international recognition as an independent and sovereign state.<br />

4 These numbers will be adjusted following completion of negotiations with the Government regarding variations to the relinquishment obligations.<br />

5 The Company’s participation in Marine IX is subject to satisfactory negotiations with the Government regarding an extension of the current term of<br />

the PSC.


13<br />

The operational activities undertaken by the Company over the reporting period to date are summarised below:<br />

Senegal<br />

• Farm in option with FAR to be<br />

exercised post drilling of first AGC well<br />

AGC<br />

• Farm out to FAR<br />

• Acquired CSEM survey<br />

• Contracted rig for Q2 2011<br />

JDZ<br />

• Exited Block 3 after sub-commercial<br />

gas discovery<br />

Equatorial Guinea<br />

• Interpretation of new 3D seismic<br />

and completion of conceptual<br />

field design project<br />

Gabon<br />

• Marine gradiometry surveys<br />

• Advanced stage of a farm out of<br />

Mbeli and Ntsina<br />

Tanzania<br />

• Gas Commercialisation Agreements<br />

• Farm out to BG International<br />

• Pweza gas discovery<br />

• Chewa gas discovery<br />

• Chaza gas discovery<br />

Madagascar<br />

• Farm in to Marovoay Block via<br />

Wilton Petroleum<br />

• Airborne gradiometry and<br />

magnetic survey<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

BUsiness review | OPERATiONs REviEw<br />

Figure 3 - Operational Highlights over the reporting period<br />

Blocks 1, 3 and 4, Tanzania<br />

Overview<br />

The three Tanzanian blocks, Blocks 1, 3 and 4, cover a large<br />

area of unexplored acreage in the Ruvuma and Mafia Deep<br />

Basins area (27,371km 2 ), located in water depths ranging<br />

from approximately 100m to greater than 3,000m. During<br />

the period the Company has participated in the drilling of<br />

three significant gas discoveries at Chewa-1, Pweza-1 and<br />

Chaza-1. Neither the Company nor its partners BG have<br />

released estimates of potential gas volumes encountered by<br />

these wells; however Management are now confident that<br />

further exploration and appraisal drilling will demonstrate<br />

the presence of sufficient volumes of gas to support the<br />

construction of one or more LNG processing facilities which<br />

will allow the export of gas to world markets.<br />

Tanzania<br />

Chewa-1<br />

Pweza-1<br />

Block 1<br />

Block 4<br />

Block 3<br />

The shallow water and onshore extensions of these basins<br />

have seen only limited exploration which has resulted in two<br />

commercial gas developments (Songo Songo and Mnazi<br />

Bay), which currently supply gas to local markets.<br />

The results of the Group’s recent drilling activity in Blocks 1<br />

and 4 have confirmed the presence of both Tertiary and<br />

Cretaceous reservoir systems. Management’s interpretation<br />

of seismic data carried out on these blocks suggests the<br />

reservoir systems were derived from the Ruvuma Delta<br />

system in the south and the Rufiji Delta system in the north.<br />

All three of the recent wells drilled in Blocks 1 and 4 have<br />

encountered gas within Tertiary reservoirs and each<br />

discovery is associated with a distinctive seismic signature<br />

or anomaly which is considered to be caused by the<br />

presence of gas within the pore volumes of the reservoir.<br />

Such anomalous seismic responses are commonly referred<br />

to as direct hydrocarbon indicators (“DHIs”) and they are<br />

used as a diagnostic indicator to identify potential drilling<br />

locations. DHIs are the observed response from the<br />

hydrocarbon:water contact or the change in response<br />

between hydrocarbon saturated and water saturated<br />

reservoir rocks. Given the relationship between DHIs and<br />

gas charge in all the wells drilled in Blocks 1 and 4 to date,<br />

it is expected that future exploration within the Tertiary<br />

Mozambique<br />

Chaza-1<br />

Windjammer-1<br />

Figure 4 - Blocks 1, 3 and 4 - Tanzania<br />

Tubaroa-1<br />

Barquentine-1<br />

Lagosta-1<br />

Collier-1<br />

Ironclad-1<br />

LEGEND<br />

<strong>Ophir</strong> Well<br />

Existing Oil Discovery<br />

section will be guided by the presence of several other<br />

anomalous features in all three blocks.<br />

The older Cretaceous reservoirs, which typically have higher<br />

densities due to greater compaction, do not exhibit such<br />

clear anomalous seismic responses. The wells in Blocks 1<br />

and 4 have demonstrated the presence of viable reservoir<br />

sections within the Cretaceous but these have yet to be<br />

tested in optimal locations for the discovery of<br />

hydrocarbons.


14<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

BUsiness review | OPERATiONs REviEw<br />

The Group’s drilling results to date have demonstrated that<br />

the basins in southern Tanzania can generate significant<br />

quantities of gas. The presence of a regionally extensive<br />

gas-prone system is confirmed by recent discoveries<br />

made immediately to the south of Block 1 in northern<br />

Mozambique, in a block in which the Group does not have<br />

an interest, where an Anadarko-operated joint venture has<br />

reported several gas discoveries. Numerous potential source<br />

rocks are present, ranging in age from Permo-Triassic<br />

(Karoo) through to Middle Eocene. The most significant<br />

source rocks are thought to be Jurassic to Cretaceous in age<br />

and these are sufficiently deeply buried in the western parts<br />

of Blocks 1, 3 and 4 to be within the gas window.<br />

The basins of southern Tanzania and northern Mozambique<br />

have also produced an oil charge. Oil is present in the Mnazi<br />

Bay Field and residual oil columns have been reported in<br />

exploration wells to the west of Mnazi Bay. Oil seepages<br />

are recorded along the coast and the Nyuni-1 well west of<br />

Block 4 encountered Jurassic age oil-prone source rocks.<br />

The Anadarko-led joint venture in northern Mozambique<br />

reported the presence of a significant oil column in poorly<br />

developed Cretaceous reservoirs in its Ironclad<br />

exploration well.<br />

Management believes the Jurassic and Cretaceous source<br />

rocks that lie within the gas window in the west of Blocks 1,<br />

3 and 4 are less deeply buried towards the east of the<br />

blocks where they may be mature for oil generation.<br />

The Group has recently acquired an extensive 5,000km 2<br />

3D seismic survey over this part of the basin targeting a<br />

prominent structural feature called the Seagap Ridge.<br />

In preparation for the recent drilling campaign the Company<br />

has been instrumental in transforming the port and airport<br />

facilities in Mtwara in southern Tanzania into an oilfield<br />

supply base capable of supporting deepwater drilling<br />

operations. In October 2009, <strong>Ophir</strong> Tanzania (Block 1)<br />

Limited (“<strong>Ophir</strong> Tanzania (Block 1)”) entered into a lease<br />

agreement with the Tanzania Port Authority pursuant to<br />

which it was granted the right to develop the existing<br />

port at Mtwara as a supply base for drilling campaigns.<br />

The upgrading of the facilities at Mtwara has involved a<br />

considerable amount of civil works to improve the capability<br />

of the port and airport and the training of local workers to<br />

provide essential services. At the peak of operations during<br />

the recent drilling campaign there were more than 65<br />

expatriate workers based in the Group’s facilities in Mtwara,<br />

supported by over 230 local employees.<br />

Interests<br />

On 29 October 2005, the Group was awarded a 100%<br />

interest in Block 1, offshore Tanzania. TPDC has back-in<br />

rights in Block 1 of 12% exercisable at any time. On 19 June<br />

2006, the Group was awarded 100% interest in Blocks 3<br />

and 4. In Blocks 3 and 4, TPDC has a back-in right of 15%,<br />

12% exercisable at any time and a further 3% exercisable<br />

within 12 months of a declaration of commerciality. The<br />

Group currently holds its interest in each block through its<br />

wholly owned subsidiary, <strong>Ophir</strong> Tanzania (Block 1).<br />

On 26 May <strong>2010</strong>, the Group entered into a suite of<br />

agreements with the Government of Tanzania and TPDC<br />

granting it the rights to develop, build and operate the<br />

infrastructure required to exploit any discovery of natural<br />

gas in any of Blocks 1, 3 or 4. The agreements also grant the<br />

right to export and sell any recovered gas (converted to LNG<br />

or other gas products) into the international market. The<br />

suite of documents include an implementation agreement<br />

relating to all of Blocks 1, 3 and 4 and an addendum to each<br />

of the production sharing agreements relating to Blocks 1, 3<br />

and 4 which incorporate gas terms (together the “Gas<br />

Commercialisation Agreements”).<br />

On 16 April <strong>2010</strong>, the Group entered into a farm out<br />

agreement with BG (the “BG Farm Out Agreement”),<br />

granting BG a 60% participating interest share in each<br />

of Blocks 1, 3 and 4.<br />

Operatorship<br />

Under the terms of the BG Farm Out Agreement,<br />

<strong>Ophir</strong> undertook to act as the operator on behalf of<br />

the Contractors until the completion of the first three<br />

exploration wells and the acquisition of the 3D seismic<br />

survey at which point operatorship would transfer to BG.<br />

The process of transferring operatorship is currently<br />

underway.<br />

Exploration and appraisal<br />

In 2006, the Group completed a considerable amount of<br />

work to establish a stratigraphic framework for the whole<br />

of the southern Tanzanian offshore area in order to gain a<br />

better understanding of potential reservoir distribution and<br />

source potential. Infill 2D seismic surveys were acquired over<br />

Block 1 in 2005 and Blocks 3 and 4 in 2006. Based on<br />

these data, a significant portfolio of large prospects was<br />

identified, many of the prospects having multiple targets.<br />

Management believe the probability for success for many of<br />

these prospects is enhanced because of the interpreted<br />

presence of seismic DHIs.<br />

There is a considerable body of evidence to suggest that<br />

the petroleum system in the deepwater areas can generate<br />

oil, but nearby discoveries at Mnazi Bay, Songo Songo,<br />

Mafia Island, Windjammer and the recent gas discoveries<br />

(see below) by the Company show that the basin is<br />

predominantly gas-prone. Given the size of the prospects, it<br />

is likely that gas discoveries would be commercially attractive<br />

and able to support a significant LNG development. On this<br />

basis, the Company entered into the Gas Commercialisation<br />

Agreements with the Government of Tanzania and TPDC<br />

which now provide the joint venture with the contractual<br />

framework to develop any such significant gas discoveries.<br />

The Company commenced drilling operations during the<br />

second half of <strong>2010</strong> using the newly built semi-submersible<br />

rig Deepsea Stavanger. Over the period September <strong>2010</strong><br />

to date the Company drilled three wells with each well<br />

encountering a significant gas column. Following drilling<br />

of its first well, the Pweza-1 exploration well located in<br />

Block 4, the Company announced on 17 October <strong>2010</strong> that<br />

it had encountered a thick section of gas-bearing sands. In<br />

December <strong>2010</strong> the Company announced that a significant<br />

gas discovery had been made in the Chewa-1 exploration<br />

well. A third gas discovery in the Chaza-1 well was made<br />

subsequent to 31 December <strong>2010</strong>.


Forward plan<br />

The recent drilling results are currently being evaluated.<br />

The wealth of new data provided by these wells can now<br />

be calibrated back into existing seismic data to upgrade the<br />

extensive portfolio of prospects and leads within all three<br />

blocks. In January 2011, the Company commenced the<br />

acquisition of a 5,000km 2 3D seismic survey in the eastern<br />

part of the blocks. The data produced by this survey will<br />

be processed during 2011 with evaluation expected to<br />

commence during the second half of the year.<br />

It is planned to further upgrade the facilities at Mtwara in<br />

partnership with other oil companies operating in the region<br />

to allow for the operation of more than one drilling rig at<br />

any one time.<br />

The Directors expect, following the transfer of operatorship<br />

to BG, that there will be another multi-well drilling<br />

campaign beginning in the second half of 2011. This will<br />

involve a mix of exploration and appraisal wells.<br />

Block r, equatorial guinea<br />

Overview<br />

Block R in Equatorial Guinea (“Block R”) is located in the<br />

south-eastern part of the Niger Delta complex, close to<br />

numerous significant oil and gas discoveries made in the<br />

Nigerian sector, including Akpo (600MMbbl of condensate<br />

and 1.2Tcf of gas), Usan/Ukot (600MMbbl of oil and 250Bcf<br />

of gas) and Zafiro (1,200MMbbl of oil).<br />

Usan West<br />

Usan<br />

Ukot<br />

Lykos-1<br />

Nigeria<br />

Estrella de Mar-1<br />

(Gas Discovery)<br />

Fortuna-1<br />

Oreja Marina-1<br />

(Gas Discovery)<br />

Exploration and appraisal<br />

Three wells were drilled in Block R in late 2008, two of<br />

which (Fortuna-1 and Lykos-1) discovered significant<br />

volumes of dry gas. Fortuna-1 tested a seismic amplitudesupported<br />

prospect in a deepwater clastic fan which was<br />

deposited in front of the developing Niger Delta thrust<br />

belt. The well intersected a number of gas columns in slope<br />

channel facies. Lykos-1 tested a four-way dip-closed<br />

structure, also with strong seismic DHI support. There are a<br />

large number of Lykos look-alike prospects within Block R,<br />

many of which have been significantly de-risked by the<br />

Lykos-1 result. The third well, Bythos-1, tested a large<br />

thrust-related, anticlinal structure with multiple stacked<br />

target horizons. The well encountered excellent reservoir<br />

sections although these were water-wet. Hydrocarbon<br />

shows while drilling do however, suggest the presence<br />

of an oil charge system in the area.<br />

The Company entered into a two year first extension period<br />

for Block R on 18 April <strong>2010</strong>. This term carries a one well<br />

commitment, which has already been met by drilling the<br />

Lykos-1 well. Appraisal locations have been declared over<br />

the Lykos and Fortuna discoveries.<br />

Prior to drilling, only approximately 30% of the Fortuna<br />

prospect was covered by 3D seismic data. To properly<br />

evaluate the discovery, a new 1,050km 2 3D seismic survey<br />

was acquired in May 2009. This survey covers the full extent<br />

of the Fortuna discovery as well as imaging the area along<br />

strike from Fortuna, to explore for similar features in front of<br />

the thrust zone. The new Fortuna 3D survey also extends<br />

the seismic coverage to the north-west, into an area which<br />

is best located to receive oil charge from the north.<br />

Based on the exploration successes to date and the presence<br />

of numerous DHIs similar to those encountered during<br />

drilling, Management believe that there are potentially<br />

sufficient gas resources in Block R to sustain a commercially<br />

viable development based on current gas price assumptions.<br />

A number of subsurface and engineering studies have been<br />

carried out with a view to assessing potential development<br />

schemes. These include both a pipeline back to an existing<br />

LNG plant on Bioko Island where the gas could underpin<br />

a second LNG train and an independent Floating LNG<br />

(“FLNG”) development.<br />

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Interest<br />

Bythos-1<br />

Block R<br />

Equatorial Guinea<br />

Figure 5 - Block R - Equatorial Guinea<br />

LEGEND<br />

<strong>Ophir</strong> Well<br />

Existing Oil Discovery<br />

The Group has a 100% paying interest with the state oil<br />

company, GEPetrol, being carried through exploration for<br />

its 20% beneficial interest (ie the Group bears the full cost<br />

of exploration during the exploration phase but receives a<br />

reimbursement of the 20% carried amount from GEPetrol<br />

in the production period).<br />

Forward plan<br />

The Company is in advanced negotiations with the<br />

Government of Equatorial Guinea regarding the<br />

incorporation of gas terms into the PSC in respect of Block<br />

R. In parallel, there are discussions with other stakeholders<br />

in the area to identify ways in which the project can be<br />

moved forward as efficiently as possible within the<br />

framework of the gas commercialisation structure proposed<br />

by the Government for a second LNG train on Bioko Island.<br />

The Company aims to undertake a combination of appraisal<br />

and exploration drilling sufficient to demonstrate that Block<br />

R has the capacity to produce foundation volumes of gas<br />

for an LNG project. It is expected that up to three appraisal<br />

wells and four exploration wells will be required to<br />

demonstrate project viability. Suitably qualified parties<br />

will be invited to join the Block R joint venture ahead of<br />

undertaking this drilling activity which could commence<br />

during the second half of 2011.


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Mbeli, ntsina, Manga and gnondo<br />

Blocks, gabon<br />

Overview<br />

The Mbeli Marin, Ntsina Marin, Manga Marin and<br />

Gnondo Marin blocks are situated west and north of the<br />

petroliferous Ogooué Delta complex. The Ogooué Delta<br />

complex is a proven hydrocarbon province, where over<br />

2,000MMbbl of oil and 900Bcf of gas have been discovered<br />

since the 1960s.<br />

LEGEND<br />

<strong>Ophir</strong> Well<br />

Existing Oil Discovery<br />

Existing Gas Discovery<br />

Existing Oil &<br />

Gas Discovery<br />

Existing Oil, Gas &<br />

Condendate Discovery<br />

Interests<br />

Mbeli Marin<br />

Ntsina Marin<br />

Manga Marin<br />

Ngollon-1<br />

Gnondo Marin<br />

Frake Noir-1<br />

Post Gentil<br />

Figure 6 - Mbeli, Ntsina, Manga, Gnondo Blocks - Gabon<br />

The Group was awarded a 100% interest in the<br />

four deepwater blocks on 16 March 2005. Upon the<br />

commencement of production from a field within each of<br />

the blocks, the Government of Gabon will automatically<br />

receive a 10% participating interest in three of the blocks<br />

(Gnondo, Ntsina and Mbeli) and a 15% participating interest<br />

in relation to the Manga block. The Group is in advanced<br />

farm out negotiations with respect to the Mbeli and<br />

Ntsina blocks.<br />

Exploration and appraisal<br />

Gabon<br />

The Group has carried out an extensive review of the<br />

regional petroleum geology. Significant progress was made<br />

in understanding the source and migration risks, reservoir<br />

distribution and trapping mechanisms and a variety of<br />

prospect types were identified across all four blocks.<br />

The second exploration period for Ntsina and Manga<br />

commenced on 14 September 2007 and the Group drilled<br />

two independent play types in late 2008 using the Deep<br />

Venture drillship. Frake Noir-1 was drilled in Ntsina and<br />

Ngollon-1 in Manga and fulfilled the PSC work obligations<br />

for the two permits. Although these wells did not intersect<br />

live hydrocarbon columns they significantly improved the<br />

Group’s understanding of the petroleum system within<br />

the blocks.<br />

Whilst the drilling campaign was being carried out,<br />

extensions to the first term were granted for Mbeli and<br />

Gnondo and the exploration period for Gnondo and Mbeli<br />

commenced on 14 September 2009.<br />

Following assessment of the drilling results, together with<br />

continued regional play system analysis, the Group has<br />

switched the focus of exploration efforts to the pre-salt<br />

sedimentary section. In 2009, the Group carried out a<br />

300km 2D seismic survey to test the imaging ability of deep<br />

tow, dual receiver long cables. The objective was to test this<br />

new acquisition method to image the sub-salt stratigraphy.<br />

The outcome was encouraging and as a result, the Group<br />

proposes to acquire a 3D seismic survey specifically tuned<br />

to image the pre-salt sedimentary section.<br />

To complement the new seismic data, the Group acquired<br />

a 2,000km 2 marine gravity gradiometry survey over Mbeli<br />

and Ntsina early in <strong>2010</strong>. Gradiometry is a three-component<br />

gravity acquisition method which provides a significant<br />

improvement in data fidelity over standard gravity methods.<br />

The Gabon survey produced excellent results and has<br />

provided valuable information on the structure and<br />

thickness of the pre-salt sedimentary section.<br />

The Group made application to the Gabonese authorities<br />

to amend the Mbeli and Ntsina PSCs, to extend the second<br />

exploration period in respect of those blocks for three years<br />

from the signature date of the amendments and modifying<br />

the work programme in both the second and third<br />

exploration periods to facilitate exploration of the pre-salt<br />

play offshore Gabon. The Group has received verbal<br />

approval of the extension request and awaits formal<br />

written confirmation.<br />

A total of US$6.8 million was written off the carrying value<br />

of capitalised exploration relating to Gabon PSCs for reasons<br />

of impairment. (Refer notes 9(ii) (a) and 9(ii) (c).)<br />

Forward plan<br />

Following completion of the proposed farm out agreement<br />

the Group intends to acquire a minimum of 2,000km 2 of 3D<br />

seismic data over the Mbeli and Ntsina blocks specifically<br />

designed to image the pre-salt sedimentary section. This<br />

data will be used to further define the structural leads<br />

already mapped beneath the salt and to determine the<br />

optimal location to drill exploration wells. The Company<br />

plans to invite expressions of interest from suitably qualified<br />

companies to farm in to the Gnondo and Manga blocks to<br />

pursue the various prospects and leads already mapped<br />

within these blocks.


Agc profond, Agc<br />

Overview<br />

AGC is a joint commission set up by the Governments of<br />

Senegal and Guinea-Bissau to administer the maritime zone<br />

between the two countries. The AGC Profond block (“AGC<br />

Profond”) consists of the deepwater portions of two blocks<br />

previously known as Cheval Marin and Croix du Sud.<br />

LEGEND<br />

<strong>Ophir</strong> Well<br />

Existing Oil Discovery<br />

AGC<br />

Profond<br />

Rufisque<br />

Offshore<br />

Sangomar<br />

Offshore Sangomar<br />

Deep Offshore<br />

Kora-1<br />

Dorne<br />

Flore Field<br />

Sinapa Field<br />

Gambia<br />

Senegal<br />

Guinea<br />

Bissau<br />

Guinea<br />

In late 2008, a CSEM survey was conducted. The results<br />

were encouraging and have highgraded a number of<br />

prospects. The joint venture decided to drill the Kora<br />

Prospect in the northern part of the AGC Profond area.<br />

The Kora Prospect is a four-way dip-closed structure and<br />

is one of several such structural closures within the AGC<br />

Profond area.<br />

Forward plan<br />

The semi-submersible rig Maersk Deliverer has been<br />

contracted to drill the Kora Prospect early in 2011. The Kora<br />

Prospect has several stacked reservoir objectives over a<br />

robust four-way dip-closed structure which has the potential<br />

to contain several hundreds of millions of barrels.<br />

Marovoay Block 2102 - Madagascar<br />

Overview<br />

In July <strong>2010</strong>, the Group acquired from Wilton an 80%<br />

participating interest and operatorship of a PSC relating<br />

to the Marovoay Block 2102, onshore Majunga basin in<br />

Madagascar (“Madagascar PSC”).<br />

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Figure 7 - AGC Profond - AGC<br />

Interest<br />

The Group has an 83% participating interest in the block<br />

during exploration with the state owned entity, l’Entreprise<br />

AGC S.A. (“Entreprise”), holding a 12% interest and having<br />

a right to back-in for a further 5% interest following a<br />

declaration of commerciality. Rocksource has earned a 5%<br />

interest by funding a controlled source electromagnetic<br />

(“CSEM”) programme and their promoted contribution<br />

to the first well will permit them to increase this to 15%.<br />

A further 10% interest will be available should they elect<br />

to make a further promoted contribution to a second<br />

exploration well.<br />

Mariararo-1<br />

Mahajanga<br />

Mahajamba-1<br />

Block 2102:<br />

Marovoay<br />

Madagascar<br />

In October <strong>2010</strong>, the Group entered into a heads of<br />

agreement with FAR, an ASX-listed oil and gas exploration<br />

and production company. The heads of agreement enables<br />

FAR to acquire a 10% paying interest (8.8% beneficial<br />

interest) in the AGC Profond PSC by contributing 15%<br />

of the cost of the first exploration well. The heads of<br />

agreement gives the Group the right to acquire a 25%<br />

interest in FAR’s three licences in Senegal which cover an<br />

area of 7,990km 2 and include several deepwater prospects<br />

that are considered to be analogous to prospects in the<br />

AGC area.<br />

In the event that both Rocksource and FAR complete their<br />

full earning obligations the Company’s participating interest<br />

will reduce to 54.2%.<br />

Exploration and appraisal<br />

The first exploration period commenced on 19<br />

September 2006. The first renewal period commenced<br />

on 19 September 2009 and lasts for two years with a<br />

commitment to drill one exploration well to a minimum<br />

depth of 1,500m. An extension for a further two years<br />

is possible with a further commitment to drill another<br />

exploration well, also to a minimum depth of 1,500m.<br />

Figure 8 - Marovoay Block 2102 - Madagascar<br />

Wilton has undertaken an initial prospectivity assessment<br />

of the block that included reprocessing of legacy seismic<br />

data, extensive field studies and sample analysis. A revised<br />

geological model has been developed which has potentially<br />

significant implications for the prospectivity of the basin.<br />

The Group has acquired approximately 3,600km 2 of high<br />

resolution gravity gradiometry and aeromagnetic data,<br />

through a contract with UK potential field specialists ARKeX<br />

Ltd in order to test these geological concepts.<br />

Under the terms of the farm in agreement entered into with<br />

Wilton, the Group will fund 100% of the cost incurred<br />

during the first exploration phase (carrying Wilton’s 20%<br />

interest) and will also carry Wilton’s share of costs during<br />

the second exploration phase and the third exploration<br />

phase, subject to certain agreed caps.


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Interest<br />

The Group has an 80% participating interest in Marovoay<br />

Block 2102 and is designated as the operator.<br />

Exploration and appraisal<br />

The sedimentary sequence comprises an eastern Permo-<br />

Triassic failed rift sediment infill and a western Jurassic-<br />

Cretaceous passive margin section. Management believe<br />

that the wide variety of structural styles, the influence of<br />

halokinesis, the presence of organic rich shales and<br />

hydrocarbons in nearby wells and at outcrop, together<br />

with potential reservoirs at the Permo-Triassic, Jurassic and<br />

Cretaceous levels make Marovoay Block 2102 an attractive<br />

block for further exploration. In addition, the use of<br />

high-resolution gravity gradiometry data provides an<br />

opportunity to benefit from the early application of new<br />

technology that was previously not available. Management<br />

believe that new insight afforded by the interpretation of<br />

these data could help reduce the risk associated with<br />

exploration drilling based on existing seismic data.<br />

The current exploration phase is due to expire on 8 July<br />

2011 and the Group is required to notify the Government<br />

of its election to move into the first extension period by<br />

8 June 2011. During the first extension period (which<br />

expires on 8 July 2013), there is an obligation to drill one<br />

exploration well.<br />

Berbera psA, somaliland<br />

Overview<br />

The geology of Somaliland is considered to be contiguous<br />

with that of Yemen. Reconstructions of the tectonic plates<br />

in the area as they were prior to the opening of the Gulf of<br />

Aden, suggest that the geological structures within the<br />

Berbera PSA were continuations of the rift basins in Yemen<br />

which host a substantial number of oil discoveries.<br />

In April 2003, Rova <strong>Energy</strong> Corporation Ltd (“Rova”)<br />

entered into the Berbera Block PSA (“Berbera PSA”) with<br />

the Government of Somaliland which was subsequently<br />

amended by an addendum in May 2006. Rova was a special<br />

purpose company established to acquire and develop the<br />

Berbera PSA. In return for providing early funding,<br />

Mvelaphanda was awarded an option to acquire 75% of<br />

Red Sea<br />

Eritrea<br />

Ethiopia<br />

Djibouti<br />

Yemen<br />

Berbera<br />

PSA<br />

Somaliland<br />

Gulf of Aden<br />

Somalia<br />

the issued share capital of Rova. The remaining 25% was<br />

held by a private individual. The Group acquired this option<br />

from Mvelaphanda in October 2004 and in March 2005<br />

exercised its option to acquire 75% of Rova. In February<br />

2007, the Group and the private individual agreed to<br />

exchange the Group’s shareholding in Rova for a direct<br />

interest in the Berbera PSA. This was subsequently ratified<br />

by the Government of Somaliland in March 2007 (with the<br />

transaction completing in May 2007) and the Group is now<br />

a direct participant in the Berbera PSA holding an interest of<br />

75% and is the designated operator. In 2008 Rova agreed<br />

to sell its 25% interest in the Berbera PSA to RAKGas.<br />

The Group and RAKGas currently participate in the<br />

Berbera PSA through a joint venture governed by a joint<br />

operating agreement.<br />

The Republic of Somaliland re-declared its independence<br />

from Somalia in 1991. It remains subject to a sovereignty<br />

dispute with neighbouring Somalia but is in active<br />

diplomatic discussions with surrounding states and the<br />

African Union regarding formal recognition of its<br />

independence.<br />

So long as sovereignty over the Berbera PSA area remains<br />

disputed, the Group’s rights and obligations in respect of its<br />

Somaliland assets also remain uncertain. As a consequence<br />

US$5.3 million was written off at 31 December <strong>2010</strong> for<br />

reasons of impairments. (Refer to note 9(ii) (a).)<br />

The Berbera PSA, located in northern Somaliland, is<br />

predominantly onshore but also extends offshore into the<br />

Gulf of Aden.<br />

Interest<br />

The Group owns 75% of the Berbera PSA and is designated<br />

as the operator.<br />

Exploration and appraisal<br />

Management believes that the petroleum geology of<br />

Somaliland is contiguous with that of Yemen (a territory<br />

where there have been significant oil discoveries and<br />

production). The Group acquired 2D seismic data offshore<br />

and completed an aeromagnetic survey over the onshore<br />

areas in Q1 2008. The Group is currently in the third<br />

exploration period which commenced on 1 December <strong>2010</strong>.<br />

Forward plan<br />

Following a re-interpretation of the surface and sub-surface<br />

geology the Group has identified locations where, following<br />

the acquisition of additional seismic data, it believes<br />

drillable prospects could be defined. Discussions with the<br />

Government of Somaliland are underway to re-configure<br />

the terms of the Berbera PSA to allow for the acquisition of<br />

new seismic data. If, following the acquisition of these data,<br />

it is possible to define risk covered prospects, the Group<br />

intends to drill one or possibly two exploration wells.<br />

Figure 9 - Berbera PSA - Somaliland


Block Marine iX, congo<br />

(Brazzaville)<br />

Overview<br />

<strong>Ophir</strong> is a partner in a joint venture with Premier and Kufpec<br />

in the Marine IX block offshore Congo (Brazzaville) (“Block<br />

Marine IX”); Premier are in the process of withdrawing<br />

from the joint venture. Block Marine IX lays offshore Congo<br />

(Brazzaville) in the area where the Tertiary aged Congo Basin<br />

Fan overlies the Cretaceous to Tertiary Lower Congo Basin.<br />

The gross area of Block Marine IX is 1,044km 2 and water<br />

depths range from 300 to 1,200m.<br />

therefore drilled as a sole risk operation by the remaining<br />

joint venture participants. US$1.0 million of capitalised<br />

exploration costs were written off at 31 December <strong>2010</strong>.<br />

(Refer to note 9(ii) (b).)<br />

saharawi Arab Democratic republic<br />

(“sADr”)<br />

Overview<br />

SADR was formerly known as Western Sahara and was a<br />

Spanish colony until 1960, when it was known as Spanish<br />

Sahara. The area is subject to a sovereignty dispute between<br />

the indigenous Saharawi people, as represented by the<br />

Government of the SADR, and the Kingdom of Morocco.<br />

The SADR is recognised as a sovereign state by the African<br />

Union but has yet to receive full international recognition by<br />

the United Nations.<br />

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Congo<br />

Morocco<br />

Masseko Marine<br />

Yombo Marine<br />

Loango Marine<br />

Zatchi Marine<br />

Daora<br />

Laayoune<br />

Liklala Marine<br />

Haouza<br />

Frida Marine<br />

Yanga Marine<br />

Sendji Marine<br />

Mijek<br />

Mahbes<br />

Saharawi Arab<br />

Democratic<br />

Republic (SADR)<br />

Fderik<br />

Mauritania<br />

Marine IX<br />

Kitina Marine<br />

Emeraude Marine<br />

Nouadhibou<br />

Figure 11 - Daora, Haouza, Mahbes and Mijek Blocks - SADR<br />

LEGEND<br />

<strong>Ophir</strong> Well<br />

Existing Oil Discovery<br />

Interest<br />

Moho Bilondo Complex<br />

<strong>Ophir</strong> has a 31.5% interest, Premier (operator) has a 31.5%<br />

interest and Kufpec has a 27% interest. The Government<br />

have a 10% carried interest.<br />

The First Exploration Period expired on 4 October <strong>2010</strong>.<br />

Premier notified the Government of its intention to<br />

withdraw at the end of the first exploration period.<br />

The remaining partners applied for a 12 month extension<br />

(5 October <strong>2010</strong> to 4 October 2011) to allow time to finalise<br />

the withdrawal of Premier and the assumption by <strong>Ophir</strong><br />

of operatorship. If the negotiations for an extension are<br />

successful, then the Company may acquire some additional<br />

interest in the PSC.<br />

Exploration and appraisal<br />

Boatou Marine<br />

N’Kossa Marine<br />

Nemba<br />

Figure 10 - Block Marine IX - Congo (Brazzaville)<br />

The Frida-1 exploration well drilled by Premier and Kufpec<br />

during 2009 to test a Cretaceous aged carbonate raft play<br />

did not encounter any hydrocarbons. <strong>Ophir</strong> had elected not<br />

to participate in the drilling of Frida-1 and the well was<br />

Takula<br />

On 16 March 2006, the Group and Premier Oil (SADR)<br />

Limited (“Premier Oil SADR”) entered into assurance<br />

agreements (the “Assurance Agreements”) and associated<br />

PSCs with the government of the SADR in respect of four<br />

blocks (Daora, Haouza, Mahbes and Mijek) in the offshore<br />

Aaiun Basin. These agreements give each of the Group and<br />

Premier Oil SADR a 50% interest in each block. The Group is<br />

designated as the operator in respect of each asset. The four<br />

areas under licence cover a total area of 74,327km 2 in water<br />

depths ranging from 0 to 2,500m. The Assurance<br />

Agreements signed by the Group specify that the associated<br />

PSCs will not come into effect until, amongst other things,<br />

the SADR has been formally recognised as an independent<br />

and sovereign state by the United Nations. Pending such<br />

recognition, the Group has no rights to carry on exploration<br />

activities in the licence area and no material obligations in<br />

respect of these assets. If the SADR has not been recognised<br />

as a sovereign state by 2016 and the agreements are not<br />

extended, the Assurance Agreements and associated PSCs<br />

will terminate and the Group’s conditional rights and<br />

obligations will fall away.<br />

relinquished assets<br />

Block 3, Nigeria/São Tomé & Principe JDZ<br />

The JDZ is jointly administered by the governments of<br />

Nigeria and São Tomé & Principe. Subsequent to 31<br />

December <strong>2010</strong>, the Group withdrew from the Block 3<br />

PSC and relinquished its 4% interest.


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Business Review<br />

Financial Review<br />

Overview<br />

During the year under review, the development of the Group’s<br />

exploration assets continued to be financed by funds raised<br />

through equity issues in 2008 and 2009 and a convertible<br />

bond issued in 2007 and converted into shares in May 2008.<br />

There were no fresh issues of shares in <strong>2010</strong>.<br />

The Group’s projects are all in the exploration stage and, other<br />

than interest revenue and funds derived by the farm out of its<br />

Tanzanian Blocks to BG, the Group did not derive any revenues<br />

in <strong>2010</strong>.<br />

result for the year<br />

The audited Financial Statements for the year ended<br />

31 December <strong>2010</strong> are set out in the Financial Statement<br />

section of this <strong>Annual</strong> <strong>Report</strong> on pages 38 to 71.<br />

The Group recorded a loss for the year after taxation of<br />

US$19.278 million (2009: US$43.266 million). No dividends<br />

were paid or declared by the Company during the financial<br />

year (2009: nil) and the Directors do not propose to pay a<br />

dividend for the year ended 31 December <strong>2010</strong>.<br />

The loss for the year includes US$11.344 million of exploration<br />

expenditure expensed (net of recoveries), general and<br />

administrative costs of US$7.272 million, finance costs of<br />

US$0.429 million and other costs of US$0.766 million<br />

Exploration Expenditure<br />

Exploration expenditure comprises pre-licence exploration costs<br />

of US$2.030 million charged directly to the Income Statement,<br />

as well as unsuccessful exploration expenditure written off in<br />

accordance with the Group’s accounting policy (refer note 2.5<br />

to the Financial Statements) of US$13.308 million. This was<br />

offset by the recoupment of expenditure previously written<br />

off of US$4.009 million arising on farm out of the Group’s<br />

Tanzanian interests to BG.<br />

Pre-licence exploration expenses include costs that are incurred<br />

in respect of exploration activities prior to the time that a<br />

licence to explore the area has been obtained. They are written<br />

off in the period they are incurred in accordance with<br />

International Financial <strong>Report</strong>ing Standards (“IFRS”).<br />

Unsuccessful Exploration Expenditure<br />

The carrying value of exploration and evaluation assets are<br />

reviewed for impairment when events or changes in<br />

circumstances indicate the carrying value may not be<br />

recoverable. Unsuccessful Exploration Expenditure written<br />

off at 31 December <strong>2010</strong> comprised:<br />

(a) Expenditure on licences in Gabon (the Manga PSC,<br />

US$0.439 million) and Somaliland (the Berbera PSA,<br />

US$5.276 million) where the Group is negotiating with<br />

authorities to extend expired exploration terms and where<br />

such negotiations were incomplete at 31 December <strong>2010</strong>.<br />

(b) Costs relating to exploration licences in Congo (Brazzaville)<br />

(US$1.031 million) and the JDZ (US$0.167 million) where it is<br />

likely that the Group will relinquish such licences at the end<br />

of their current licence terms.<br />

(c) Costs of US$6.339 million relating to the Gnondo PSC<br />

in Gabon.<br />

General & Administrative Expenses<br />

General & Administrative expenses; which include personnel<br />

costs, administration costs (of the Group’s London and Perth<br />

offices), professional and corporate costs (audit, legal and other<br />

professional advisors’ costs, directors’ fees, board meeting costs,<br />

corporate travel and promotion), share-based payments, charges<br />

and general and administration costs totalled US$7.272 million<br />

(2009: US$6.870 million).<br />

Finance Costs<br />

Finance costs for the year of US$0.429 million relate to foreign<br />

exchange gains arising on the fluctuation of the Group’s<br />

functional currency, the US Dollar, against other currencies<br />

(mainly Pounds Sterling and the Australian Dollar in which some<br />

of the Company’s expenses and costs are incurred). The prior<br />

year comparative of US$11.031 million includes a loss on close<br />

out of a forward exchange contract relating to a capital raising<br />

completed in that year.<br />

Other Expenses<br />

Other expenses of US$0.766 million (2009: US$4.090 million)<br />

primarily consist of depreciation and amortisation and relate to<br />

the write down of the Company’s furniture and equipment and<br />

geological databases over their estimated useful lives.<br />

cash Flow<br />

Overall, the Group expended US$12.754 million in operating<br />

activities including the US$2.030 million of pre-exploration<br />

licence activities. A further US$44.595million was expended on<br />

exploration. The farm out of the Group’s Tanzanian licence<br />

interests to BG generated a cash inflow of funds of US$11.268<br />

million on the completion of the transaction (and the US$4.009<br />

million write back to the Income Statement referred to previously).<br />

(Refer to Group Statement of Cash Flows on page 43.)<br />

The net cash outflow of the Group for the year ended<br />

31 December <strong>2010</strong> was US$45.386 million, leaving cash and cash<br />

equivalents held by the Group at year end totalling US$89.925<br />

million. The Group had exploration commitments of US$39.077<br />

million at 31 December <strong>2010</strong> of which US$37.211 million is due<br />

within one year. (Refer note 23(b) to the Financial Statements.)<br />

Future Developments<br />

The pace of activity is expected to increase in 2011 and this<br />

will require the Company to seek additional sources of finance.<br />

Major expenditure will comprise the Kora-1 well to be drilled in<br />

the AGC in the second quarter of 2011 and expected, but yet<br />

uncommitted, further appraisal and exploration drilling


21<br />

campaigns offshore Tanzania and Equatorial Guinea in the<br />

latter part of the year. The Board is currently considering how<br />

best to secure efficient access to capital, while at the same<br />

time, providing shareholders with an opportunity to realise<br />

value for the investment they have made in the Company<br />

including a listing for the Company’s shares in the near future.<br />

Balance sheet<br />

The discussion below summarises movements in selected line<br />

items from the Group’s Balance Sheet which is set out on<br />

page 41 of this <strong>Annual</strong> <strong>Report</strong>.<br />

Non-current assets<br />

As at 31 December <strong>2010</strong>, exploration and evaluation assets<br />

totalled US$270.043 million compared to US$238.295 million<br />

as at 31 December 2009. This was due primarily to<br />

capitalisation of US$45.071 million of exploration and<br />

evaluation expenditure incurred during the financial year<br />

ended 31 December <strong>2010</strong> less US$13.308 million written off.<br />

Current assets<br />

The Group held inventories of US$9.058 million as at 31<br />

December <strong>2010</strong> (2009: US$9.116 million). These comprise<br />

drilling materials held by the Group for planned future drilling<br />

campaigns. Receivables include debtors of US$3.070 million<br />

(2009: US$1.136 million) and a receivable of US$42.225 million<br />

representing an offset of a liability of the same amount referred<br />

to in the following section on liabilities. Cash and short-term<br />

deposits stood at US$89.925 million as at 31 December <strong>2010</strong><br />

compared to US$135.077 million as at 31 December 2009,<br />

reflecting the net cash used in operating, investing and<br />

financing activities.<br />

Liabilities<br />

The Group had no debt at 31 December <strong>2010</strong> (2009: Nil).<br />

Trade payables and accruals totalled US$17.502 million at year<br />

end (2009: US$13.461 million). In addition, at 31 December<br />

<strong>2010</strong> the Group recorded a liability in respect of a joint venture<br />

partner’s share of liabilities arising under contracts entered into<br />

by a subsidiary as operator of that joint venture of US$42.225<br />

million. This amount is offset by a receivable of the same<br />

amount referred to in the current assets section above.<br />

Commitments<br />

In acquiring its oil and gas interests, the Group has pledged<br />

that various work programmes will be undertaken on each<br />

permit/interest. The exploration commitments are tabulated<br />

in note 23(b) to the Financial Statements on page 66 and are<br />

an estimate of the minimum expected cost of performing<br />

these work programmes<br />

Contingent liabilities<br />

As at 31 December <strong>2010</strong> the Group did not have any<br />

contingent liabilities.<br />

purpose of these financial instruments is to provide finance for<br />

the Group’s operations. The Group does not generally enter into<br />

any derivatives transactions.<br />

The main risks arising from the Group’s financial instruments<br />

are foreign currency risk and interest rate risk.<br />

Credit risk<br />

Credit risk refers to the risk that a third party will default on its<br />

contractual obligations resulting in financial loss to the Company<br />

or Group. The Group does not require collateral where credit is<br />

extended to third parties. The Group measures credit risk on a<br />

fair value basis. The Company and Group’s maximum exposure<br />

to credit risk of third parties is the aggregate on the carrying<br />

value of its cash and short-term deposits and other receivables.<br />

Interest rate risk<br />

Cash at bank is held in call accounts at floating interest rates<br />

based on the relevant inter-bank rates. Cash held on deposit<br />

earns interest at rates set in advance for periods ranging from<br />

one to six months. The average rate of interest on deposits for<br />

the Group at 31 December <strong>2010</strong> was 0.65% (2009: 0.63%).<br />

No other financial assets or liabilities of the Group or Company<br />

are interest-bearing.<br />

Foreign currency risk<br />

The Company operates in the UK and the Group, through its<br />

principal subsidiaries, <strong>Ophir</strong> Services Pty Ltd (“<strong>Ophir</strong> Services”)<br />

and <strong>Ophir</strong> Holdings Limited, operates in both Australia and Africa.<br />

The US Dollar has been adopted as the functional currency of the<br />

Company and its subsidiaries (with the exception of <strong>Ophir</strong> Services<br />

which uses the Australian Dollar). As the majority of the Group’s<br />

expenditure is incurred in US Dollars, the use of the US Dollar as<br />

the functional currency acts as a natural hedge on the majority of<br />

the Group’s expenditure. However, most of the expenses of the<br />

Company are denominated in Pounds Sterling and most of those<br />

of <strong>Ophir</strong> Services are denominated in Australian Dollars. As at<br />

31 December <strong>2010</strong>, the Group and Company did not have any<br />

hedging mechanisms in place for Pounds Sterling or the Australian<br />

Dollar commitments, however both the Company and <strong>Ophir</strong><br />

Services hold funds in Pounds Sterling or Australian Dollars for their<br />

short-term needs. Rates of exchange used at 31 December <strong>2010</strong><br />

to translate assets and liabilities denominated in Pounds Sterling<br />

and Australian Dollars into US Dollars were £1.00 = US$1.5469<br />

and A$1.00 = US$1.0163.<br />

Financial Liabilities<br />

Other than short-term creditors, the Group and Company do<br />

not have any financial liabilities.<br />

Off Balance Sheet Arrangements<br />

The Company has not entered into and is not a party to any<br />

off Balance Sheet arrangements.<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Business review | Financial review<br />

Financial Risk Management<br />

Strategy and Objectives<br />

The Group’s financial instruments comprise cash and shortterm<br />

deposits and various items, such as trade debtors and<br />

trade creditors that arise directly from its operations. The main<br />

B Yvonne Holm<br />

Chief Financial Officer<br />

28 March 2011


22<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

BUsiness review | PRiNCiPAL Risks ANd UNCERTAiNTiEs<br />

Business Review<br />

Principal Risks and Uncertainties<br />

The effective management of risk is essential to the success<br />

of <strong>Ophir</strong>. As an upstream oil and gas business, <strong>Ophir</strong><br />

operates in an inherently risky sector. Principal risks faced<br />

by <strong>Ophir</strong> include external factors such as risks arising from<br />

political, social and infrastructure issues in the countries in<br />

which <strong>Ophir</strong> operates, as well as risks internal to <strong>Ophir</strong> and<br />

its strategic plan. <strong>Ophir</strong>’s overall strategy to mitigate risk<br />

is to seek to maintain a balanced portfolio of assets,<br />

implement suitable policies and procedures and to employ<br />

appropriately experienced and skilled professionals to<br />

administer and oversee those procedures.<br />

The principal risks that <strong>Ophir</strong> has identified that provide the<br />

greatest challenge to its strategic objectives are:<br />

gOvernMenT sTABiliTy<br />

Political Risk:<br />

Some of the countries in which <strong>Ophir</strong> operates are in areas of the world where there is<br />

political uncertainty, corruption, poor infrastructure and where the rule of law is not<br />

necessarily consistently enforced.<br />

Political risk is mitigated by having a diverse portfolio across different jurisdictions. Further,<br />

<strong>Ophir</strong> employs senior executives who have extensive experience in the African countries in<br />

which <strong>Ophir</strong> operates and engages local managers familiar with local customs and practices.<br />

<strong>Ophir</strong> has Codes of Practice to which all employees are required to abide. Strict enforcement<br />

of these practices reduces exposure of <strong>Ophir</strong> to inappropriate activities by its employees.


OPERATIONAL RISKS<br />

Discovery Risk:<br />

No Current Production:<br />

Oil & Gas Price:<br />

Unexpected Events:<br />

<strong>Ophir</strong> has an excellent portfolio of assets and a sound track record of success.<br />

However, given the nature of the business there is no guarantee of exploration success.<br />

<strong>Ophir</strong> mitigates these risks by holding a diverse portfolio in various stages of maturity and<br />

by employing advanced geoscience techniques to evaluate its exploration prospects. Such<br />

technology reduces, but cannot eliminate, the risk that no economically producible oil or gas<br />

will be discovered by exploration efforts or determined to be recoverable from <strong>Ophir</strong>’s<br />

exploration assets described in this report.<br />

<strong>Ophir</strong> does not currently produce any oil or gas and therefore does not have operating<br />

cash flow to sustain investment levels.<br />

<strong>Ophir</strong>’s reporting procedures and close monitoring of cash flows ensures that funding<br />

requirements are identified well in advance of its commitments.<br />

<strong>Ophir</strong>’s asset value and the economic viability of its exploration projects depend on the price<br />

of oil and gas. <strong>Ophir</strong>’s ability to raise funds in the future is likely to be sensitive to the price<br />

of oil and gas.<br />

The nature of <strong>Ophir</strong>’s business and its geographical spread exposes it to risks of unexpected<br />

events such as accidents, environmental incidents and issues of security.<br />

23<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Business review | Principal Risks and Uncertainties<br />

<strong>Ophir</strong> mitigates these risks by ensuring compliance with robust policies and procedures in<br />

the areas of Health, Safety and Environment. <strong>Ophir</strong> has clear crisis management plans in<br />

place to immediately respond to and minimise the impact of any incident that may occur.<br />

<strong>Ophir</strong> continually monitors security in the jurisdictions of its operations and carries<br />

comprehensive insurance cover over these operations.<br />

STRATEGIC RISKS<br />

Capital Intensive<br />

Business:<br />

<strong>Ophir</strong> has been successful in raising capital from diverse investors to date and manages its<br />

liquidity and commitments closely, with no debt obligations at present. However, oil and gas<br />

exploration is a highly capital intensive business and will require <strong>Ophir</strong> to raise new capital in<br />

the future and/or to farm out assets.<br />

<strong>Ophir</strong> closely monitors its liquid resources and cash flow needs ensuring that funding<br />

requirements are identified well in advance of its commitments.<br />

<strong>Ophir</strong> funds operations across its portfolio of assets through its supportive shareholder base,<br />

introduction of farm in partners or asset divestiture. Whilst the Company is not quoted on<br />

any stock exchange at this time, the Directors may seek a listing for the Company’s shares<br />

in the future.<br />

Competition:<br />

There is a great deal of competition in every public round of bidding for exploration<br />

blocks throughout Africa, making the replacement of maturing assets in its portfolio a<br />

challenging exercise.<br />

<strong>Ophir</strong> continually looks for business opportunities and asset portfolio growth in the public<br />

arena, through its extensive industry contacts, innovative assets swaps and farm in<br />

arrangements.<br />

Personnel:<br />

<strong>Ophir</strong> is reliant on a small team of experienced oil and gas professionals for its success.<br />

The loss of key staff would provide a serious challenge to <strong>Ophir</strong>’s growth prospects.<br />

<strong>Ophir</strong> continually monitors its staffing needs, recruits suitably qualified staff and motivates<br />

and retains its personnel through competitive remuneration packages and incentive plans.


24<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

BUsiness review | diRECTORs’ REPORT<br />

Business Review<br />

Directors’ <strong>Report</strong><br />

Inspecting drilling bit on board the Deepsea Stavanger<br />

The Directors of <strong>Ophir</strong> <strong>Energy</strong> plc (Company Number<br />

5047425) (the “Company”) present their <strong>Annual</strong> <strong>Report</strong><br />

on the affairs of the Company and its subsidiaries (the<br />

“Group”), together with the Financial Statements and<br />

auditor’s report for the year ended 31 December <strong>2010</strong>.<br />

The Financial Statement will be laid before the shareholders<br />

at the AGM at a date to be determined.<br />

principal Activities, Business<br />

review and Future Developments<br />

<strong>Ophir</strong> is an independent oil and gas exploration business<br />

with a focus on Africa. The principal activities of <strong>Ophir</strong> are<br />

currently the exploration for oil and gas, predominantly<br />

in deepwater acreage in eight jurisdictions in East and<br />

West Africa.<br />

<strong>Ophir</strong> <strong>Energy</strong> plc is the Parent Company of the Group and is<br />

incorporated in the United Kingdom. <strong>Ophir</strong>’s headquarters<br />

are located in London (England) with operational offices in<br />

Perth (Australia), Dar es Salaam (Tanzania) and Malabo<br />

(Equatorial Guinea). Details of Group Offices are set out<br />

in the Corporate Directory inside the back cover of this<br />

<strong>Annual</strong> <strong>Report</strong>.<br />

results and Dividends<br />

The audited Financial Statements for the year ended<br />

31 December <strong>2010</strong> are set out on pages 38 to 71. <strong>Ophir</strong><br />

recorded a loss for the year after taxation of US$19.3 million<br />

(year ended 31 December 2009: US$43.3 million).<br />

No dividends were paid or declared by the Company during<br />

the financial year (year ended 31 December 2009: nil).<br />

The Directors do not propose to pay a dividend for the year<br />

ended 31 December <strong>2010</strong>.<br />

Directors<br />

The names and biographical details of the Directors of the<br />

Company during the financial year and since the end of the<br />

financial year are set out on pages 8 to 10.<br />

The remuneration of the Directors for the year ended<br />

31 December <strong>2010</strong> is set out in the Remuneration <strong>Report</strong><br />

on pages 34 and 35, and note 5 to the Financial Statements.<br />

Directors’ beneficial and non-beneficial interests in shares in<br />

the Company are set out in the table on the next page.<br />

Fulfilling the requirements of the Business Review, details of<br />

the development of <strong>Ophir</strong>’s business during the year and the<br />

future developments can be found in the Overview and<br />

Business Review sections on pages 2 to 29.


25<br />

ORDINARY SHARES OF 0.25P EACH<br />

NAME<br />

NOTES 31 DECEMBER <strong>2010</strong> 31 DECEMBER 2009<br />

Nicholas Smith 1 48,000 48,000<br />

Alan Stein 2 7,303,792 7,303,792<br />

Jonathan Taylor 3 6,836,320 6,836,320<br />

John Lander 4 152,000 152,000<br />

Dennis McShane 5 104,000 104,000<br />

Lyndon Powell 6 24,000 24,000<br />

Michael Cohen 7 35,735,723 35,735,723<br />

Harak Banthia 8 47,421,790 47,421,790<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Business review | Directors’ report<br />

Jaroslaw Paczek 9 29,597,007 29,597,007<br />

Rajan Tandon 8 47,421,790 47,421,790<br />

Mikki Xayiya 10 40,000,000 40,000,000<br />

B Yvonne Holm 8 47,421,790 47,421,790<br />

Jacob Ulrich 10 46,391,120 46,391,120<br />

Stefan Krieglstein 9 29,597,007 29,597,007<br />

NOTES:<br />

1 Mr Smith held a total of 48,000 shares as at 31 December <strong>2010</strong> and at the date of this report.<br />

2 Dr Stein and members of his family held direct interests in 5,697,140 ordinary shares in the Company as at 31 December <strong>2010</strong> and at the date of<br />

this report. In addition, at 31 December <strong>2010</strong> Dr Stein held a 40% legal and beneficial interest in FIL Resources Limited (“FIL”), which was the<br />

legal and beneficial owner of 1,400,272 ordinary shares in the Company as at 31 December <strong>2010</strong> and at the date of this report. FIL is also the<br />

legal and beneficial owner of Haroma Pty Ltd which was the legal and beneficial owner of 206,380 ordinary shares in the Company as at<br />

31 December <strong>2010</strong> and at the date of this report.<br />

3 Mr Taylor and members of his family held a legal and beneficial interest in of a total of 6,836,320 ordinary shares in the Company as at<br />

31 December <strong>2010</strong> and at the date of this report.<br />

4 Mr Lander and members of his family hold a 100% legal and beneficial interest in Vectis Petroleum Limited the holder of 152,000 ordinary<br />

shares as at 31 December <strong>2010</strong> and at the date of this report.<br />

5 Mr McShane held a 100% legal and beneficial interest in 104,000 ordinary shares as at 31 December <strong>2010</strong> and at the date of this report.<br />

6 Mr Powell held a total of 24,000 shares as at 31 December <strong>2010</strong> and at the date of this report.<br />

7 Mr Cohen holds an interest in shares in the Company by virtue of his membership of the board of Och-Ziff Management Europe Limited,<br />

a wholly owned subsidiary of OZ Management LP, the investment manager of each of OZ Master Fund, Ltd., OZ Europe Master Fund Ltd. and<br />

OZ Global Special Investments Master Fund, L.P. (collectively, the “OZ Funds”). The OZ Funds directly hold 29,344,603 ordinary shares in the<br />

Company and have an indirect interest in a further 6,391,120 ordinary shares in the Company directly owned by Ivern International Ltd.,<br />

a wholly owned subsidiary of African Global Capital I, L.P., a limited partnership in which the OZ Funds collectively hold an interest. These<br />

interests were held at 31 December <strong>2010</strong> and at the date of this report.<br />

8 Messrs Banthia and Tandon (and Ms Holm by virtue of being their alternate up to the date of her resignation on 25 January 2011) held a<br />

non-beneficial interest in shares in the Company by virtue of their employment by the Mittal Group, the holder of 47,421,790 ordinary shares<br />

in the Company as at 31 December <strong>2010</strong>, the date of this report and at the date of their appointment as directors of the Company.<br />

9 Mr Paczek holds a non-beneficial interest in shares in the Company by virtue of his employment by the Kulczyk Group. The Kulczyk Group<br />

indirectly owns a 100% interest in Oil & Gas Exploration Limited a company that is beneficially interested in 29,597,007 ordinary shares in the<br />

Company. This interest was held at 31 December <strong>2010</strong> and at the date of this report. Mr Krieglstein, from the date of his appointment on<br />

10 March 2011, is deemed to hold the same interests as Mr Paczek by virtue of being Mr Paczek’s alternate.<br />

10 Mr Xayiya (and his alternate Mr Ulrich) hold an indirect and beneficial 10% interest in Mvelaphanda Holdings (Proprietary) Limited<br />

(“Mvelaphanda”). Mvelaphanda directly hold 40,000,000 ordinary shares in the Company. These interests were held at 31 December <strong>2010</strong><br />

and at the date of this report.


26<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

BUsiness review | diRECTORs’ REPORT<br />

Directors’ beneficial and non-beneficial interests in Options and Warrants Granted over Ordinary Shares in the Company are<br />

as follows:<br />

nAMe<br />

nOTes<br />

OpTiOns/wArrAnTs Over OrDinAry<br />

shAres OF 0.25p eAch<br />

31 DeceMBer <strong>2010</strong> 31 DeceMBer 2009<br />

Jaroslaw Paczek 1 4,697,173 4,697,173<br />

Michael Cohen 2 697,173 697,173<br />

NOTES:<br />

1. Mr Paczek by virtue of his employment by the Kulczyk Group is deemed to be interested in the following options and warrants. Mr Krieglstein,<br />

from the date of his appointment on 10 March 2011, is deemed to hold the same interests as Mr Paczek by virtue of being Mr Paczek’s alternate:<br />

a. 697,173 share warrants with an exercise price of £0.0025 per share exercisable on or before 30 June 2012.<br />

b. 1,200,000 options with an exercise price of £0.50 per share exercisable on or before 21 September 2011.<br />

c. 2,000,000 options with an exercise price of £2.30 per share exercisable on or before 21 September 2011.<br />

2. Mr Cohen by virtue of his membership of the board of Och-Ziff Management Europe Limited is deemed to be interested in 697,173 warrants to<br />

subscribe for ordinary shares at a price of £0.0025 per share on or before 30 June 2012.<br />

No options, in which directors were interested, were exercised during the year or during the subsequent period up to the<br />

date of this report.<br />

There were no acquisitions or disposals by the Directors of shares and options in the Company during the year ended<br />

31 December <strong>2010</strong> and there have been no changes to the shareholdings or options of Directors between 31 December<br />

<strong>2010</strong> and the date of this report.<br />

substantial shareholders<br />

As at the date of this report the Company had been notified of the following interests in the Company’s issued<br />

ordinary shares:<br />

vOTing righTs<br />

ATTAching TO issUeD<br />

OrDinAry shAres<br />

percenTAge<br />

OF vOTing<br />

righTs<br />

nATUre OF<br />

hOlDing<br />

Mittal Investments S.à.r.l. 47,421,790 21.1 Direct<br />

Mvelaphanda Holdings (Proprietary) Limited 40,000,000 17.8 Direct/Indirect<br />

OZ Funds 35,735,723 15.9 Direct/Indirect<br />

Kulczyk Group 29,597,007 13.2 Direct/Indirect<br />

Helicopter operations<br />

Mtwara supply base


supplier payment policy<br />

The Company’s policy, which is also applied by <strong>Ophir</strong>, is<br />

to settle terms of payment with suppliers when agreeing<br />

the terms of each transaction, to ensure that the supplier<br />

is aware of the terms and to abide by the terms of the<br />

payment. At 31 December <strong>2010</strong>, <strong>Ophir</strong> had an average of<br />

32 days’ purchases outstanding in creditors (2009: 35 days).<br />

capital structure<br />

Details of the authorised and issued share capital, together<br />

with details of the movements in the Company’s issued<br />

share capital during the year are shown in note 19. The<br />

Company has one class of ordinary shares which carry no<br />

right to fixed income. Each share carries the right to one<br />

vote at general meetings of the Company. The ordinary<br />

shares reflect 100% of the total issued nominal value of<br />

all share capital.<br />

There are no specific restrictions on the size of a holding<br />

nor on the transfer of shares, which are both governed by<br />

the general provisions of the Articles of Association and<br />

prevailing legislation. The Directors are not aware of any<br />

agreements between holders of the Company’s shares that<br />

may result in restrictions on the transfer of securities or on<br />

voting rights.<br />

Details of employee share schemes are set out in note 6.<br />

No person has any special rights of control over the<br />

Company’s share capital and all issued shares are fully paid.<br />

Details of significant shareholdings are set out above.<br />

With regard to the appointment and replacement of<br />

Directors, the Company is governed by its Articles of<br />

Association, the Combined Code, the Companies Acts<br />

and related legislation. In addition the Company has<br />

certain agreements with shareholders which entitle those<br />

shareholders to board representation. These Non Executive<br />

Shareholder Representative Directors are identified on<br />

pages 9 and 10.<br />

Under its Articles of Association, the Company has authority<br />

to issue 2,000,000,000 ordinary shares.<br />

Directors’ liabilities and<br />

insurance cover<br />

The Articles of the Company provide for the<br />

indemnification, to the extent permitted by the Companies<br />

Act 2006, by the Company, of all Directors (and Officers) of<br />

the Company against:<br />

(a) any liability in connection with any negligence, default,<br />

breach of duty or breach of trust by him in relation to<br />

the Company other than (i) any liability to the Company<br />

or any associated company and (ii) to pay a fine under a<br />

criminal law or to a regulator for breach of a regulatory<br />

requirement, for the costs in criminal proceedings in<br />

which the director is convicted or for the costs of civil<br />

proceedings brought by the Company (or a Group<br />

company) in which the director is unsuccessful; and<br />

(b) any other liability in relation to actual or purported<br />

execution and/or discharge of his duties and/or the<br />

exercise or purported exercise of his powers and/or<br />

otherwise in relation to or in connection with his<br />

duties, powers or office.<br />

The Company maintains Directors’ and Officers’ Liability<br />

insurance cover, the level of which is reviewed annually.<br />

Financial instruments<br />

<strong>Ophir</strong>’s financial instruments comprise cash and liquid<br />

resources, and various instruments, and trade creditors,<br />

which arise directly from its operations. It is, and has been<br />

throughout the year under review, <strong>Ophir</strong>’s policy that there<br />

is no trading in derivative financial instruments other than in<br />

prescribed circumstances to hedge risks. See note 26 to the<br />

Financial Statements.<br />

conflict of interests<br />

With effect from 1 October 2008, a Director has a duty<br />

under the Companies Act 2006 to avoid a situation where<br />

he has, or can derive a direct or indirect interest that<br />

conflicts, or may possibly conflict, with the interests of the<br />

Company. Following this new legislation, the Company has<br />

put in place procedures for the disclosure and review of<br />

any conflicts, or potential conflicts, of interest which the<br />

Directors may have and for the authorisation of such conflict<br />

matters by the Board where appropriate.<br />

27<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

BUsiness review | diRECTORs’ REPORT<br />

Supply vessel supporting Deepsea Stavanger


28<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

BUsiness review | diRECTORs’ REPORT<br />

relationships with shareholders<br />

The Board remains fully committed to maintaining regular<br />

communication with its shareholders. Certain major<br />

shareholders are represented on the Board. There is regular<br />

dialogue with major shareholders and meetings are offered,<br />

normally with the Managing Director. The Chairman is also<br />

available to meet with shareholders. Press releases are<br />

issued for significant events and the Company maintains<br />

a website on which all press releases are posted and<br />

which also contains major corporate presentations and the<br />

<strong>Annual</strong> <strong>Report</strong>s and accounts. Additionally, all registered<br />

shareholders are sent regular Shareholder Letters containing<br />

updates about <strong>Ophir</strong>’s activities. Enquiries from individual<br />

shareholders on matters relating to their shareholdings and<br />

the business of <strong>Ophir</strong> are welcomed. Shareholders are also<br />

encouraged to attend the <strong>Annual</strong> General Meeting to<br />

discuss the progress of the Company.<br />

events since the Balance<br />

sheet Date<br />

There were no events that occurred during the period from<br />

31 December <strong>2010</strong> to the date of this report that warrant<br />

disclosure in this report or the Financial Statements.<br />

going concern<br />

<strong>Ophir</strong>’s business activities, together with the factors likely<br />

to affect its future development, performance and position<br />

are set out in the <strong>Annual</strong> <strong>Report</strong>. The financial position of<br />

<strong>Ophir</strong> at the year end, its cash flows and liquidity position<br />

are described in the Financial Review on pages 20 and 21.<br />

In addition note 26 to the Financial Statements includes<br />

<strong>Ophir</strong>’s objectives, policies and processes for managing its<br />

capital, its financial risk management objectives and details<br />

of its financial instruments; and note 26 describes its<br />

exposures to credit risk and liquidity risk.<br />

The Group is currently conducting exploration activities<br />

using existing funds from capital raised during prior years in<br />

the form of shareholder funding. The Directors believe that<br />

the Group has sufficient cash resources to meet its current<br />

contractual commitments for the 12 months from the date<br />

of this report. However, the Directors recognise that the<br />

Company will need to raise additional finance in the<br />

short-term to fund the further planned and anticipated<br />

activities, most notably the anticipated multi well drilling<br />

campaign in Tanzania described in the Directors’ report.<br />

The Directors are in the process of evaluating a number<br />

of funding proposals which include the issue of additional<br />

equity via a private placing or pursuant to an admission<br />

to a recognised stock exchange and/or a farm out or sale<br />

of exploration interests. The Company considers that it<br />

retains the strong support of its major shareholders and the<br />

Directors believe that they have other options to raise funds<br />

should that be required. The Directors are confident that the<br />

required additional funds can be raised from any one of a<br />

number of funding sources, but note that as this has not<br />

been secured at the date of this report this creates a<br />

material uncertainty which may cast significant doubt about<br />

the Company’s ability to continue as a going concern.<br />

The Directors are confident of continuing funding based on<br />

the range and feasibility of alternatives being explored, and<br />

on this basis, believe that the adoption of the going concern<br />

basis is appropriate and that no adjustments are required to<br />

the carrying value of assets.<br />

charitable and political Donations<br />

<strong>Ophir</strong> did not make any political or charitable donations<br />

during the year or prior period, however as part of its<br />

commitments within the various countries where <strong>Ophir</strong><br />

operates, it participates in social and community-related<br />

as well as economic programmes.<br />

environmental Matters<br />

The Board believe that good environmental practices<br />

support the Board’s strategy by enhancing the reputation of<br />

the Group. Our business operations can have an impact on<br />

the environment and we place a high priority on mitigating<br />

this risk. The industry is subject to a range of UK and US<br />

legislation. Compliance imposes costs and failure to comply<br />

would materially affect the Group’s ability to operate.<br />

The Group has undertaken Environmental Impact<br />

Assessments in Tanzania, Equatorial Guinea, Gabon and the<br />

AGC. To date, there have been no environmental incidents<br />

and the Company will continue to behave responsibly<br />

towards the environment.<br />

Helicopter operations


Auditors<br />

Each of the persons who is a Director at the date of<br />

approval of this <strong>Annual</strong> <strong>Report</strong> confirms that:<br />

• So far as the Director is aware, there is no relevant<br />

audit information of which the Company’s auditors are<br />

unaware; and<br />

• The Director has taken all the steps that he ought to<br />

have taken as a Director in order to make himself aware<br />

of any relevant audit information and to establish that<br />

the Company’s auditors are aware of that information.<br />

This confirmation is given and should be interpreted in<br />

accordance with the provisions of s418 of the Companies<br />

Act 2006.<br />

Ernst & Young LLP were reappointed as auditor of the<br />

Company at the <strong>Annual</strong> General Meeting held on 4 June<br />

<strong>2010</strong>. A resolution to appoint the Company’s auditor for<br />

the period until the date of the following <strong>Annual</strong> General<br />

Meeting will be proposed at the forthcoming <strong>Annual</strong><br />

General Meeting.<br />

29<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Business review | Directors’ report<br />

By order of the Board<br />

Alan Stein<br />

Managing Director<br />

28 March 2011<br />

Mtwara staff<br />

Mtwara dockside


30<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

gOvernAnce | CORPORATE gOvERNANCE sTATEmENT<br />

governance<br />

Corporate Governance Statement<br />

Drilling operations, Deepsea Stavanger<br />

compliance with the combined<br />

code on corporate governance<br />

This <strong>Report</strong> describes how the Company has applied the<br />

principles of the Combined Code on Corporate Governance<br />

(June 2008) (the “Code”) published by the Financial<br />

<strong>Report</strong>ing Council, including the extent of compliance with<br />

the provisions of the Code and the reasons for any matters<br />

where there is not currently full compliance.<br />

The Company’s shares are not presently listed and therefore<br />

the Company is not formally required to comply with the<br />

Code disclosures. Accordingly the disclosures herein are<br />

made on a voluntary basis. However, the Directors are<br />

committed to a high standard of corporate governance and,<br />

where practicable for a company of this size and stage of<br />

development, to applying the requirements of the Code.<br />

Board Operation, structure and<br />

committees<br />

The Board is responsible to shareholders for the proper<br />

management of <strong>Ophir</strong>. The Board has a formal schedule of<br />

matters specifically reserved for it for decision. In addition to<br />

formal matters required by the Companies Act 2006 to be<br />

set before a board of directors, the Board will also consider<br />

strategy and policy, acquisition and divestment proposals,<br />

approval of major capital investments and financial<br />

commitments, risk management policy, senior<br />

appointments, significant financing matters and<br />

shareholder reporting.<br />

To enable the Board to discharge its duties, all Directors<br />

receive appropriate and timely information and the<br />

Chairman ensures that the Directors take independent<br />

professional advice as required. Appropriate training is<br />

available where necessary. There is a clear separation of the<br />

roles of the Chairman and of the Managing Director. The<br />

Managing Director has responsibility for managing <strong>Ophir</strong>’s<br />

business, proposing strategy and leads the executive team<br />

which has responsibility for the execution of the strategy<br />

and operational matters.


The Board of Directors currently comprises the Non<br />

Executive Chairman, Mr Nicholas Smith, three independent<br />

Non Executive Directors, two Executive Directors, including<br />

Dr Alan Stein the Managing Director, as well as five Non<br />

Executive Directors who are appointees of the Company’s<br />

major shareholders, pursuant to various relationship<br />

agreements between the shareholder entities they represent<br />

and the Company and who are therefore not considered<br />

independent. The Directors who are considered to be<br />

independent are: Messrs Lander, McShane and Powell.<br />

Mr McShane is the Senior Independent Non Executive<br />

Director and is available to meet with shareholders.<br />

The Code requires that at least half of the Board, excluding<br />

the Chairman, should normally consist of independent Non<br />

Executive Directors while a smaller company should have at<br />

least two independent Non Executive Directors. The Board<br />

considers that its composition is currently appropriate to its<br />

needs as an unquoted company given the range of skills,<br />

experience and expertise amongst its members. Biographies<br />

of the Directors are set out on pages 8 to 10 of this <strong>Report</strong>.<br />

MEETINGS<br />

HELD<br />

The Board meets regularly throughout the year with<br />

meetings held at least quarterly and as issues arise which<br />

require Board attention. In addition, the Chairman has held<br />

meetings of the Non Executive Directors without the<br />

Executives present.<br />

The Board has established Audit, Remuneration and<br />

Nominations Committees comprised solely of independent<br />

Non Executive Directors and a Health, Safety & Environment<br />

Committee comprised of a majority of Non Executive<br />

Directors. Terms of Reference for the Committees have been<br />

approved by the Board and are available to shareholders on<br />

request to the Company.<br />

The attendance record of each Director, together with the<br />

maximum number of meetings that a Director could have<br />

attended during the year, is tabulated below:<br />

BOARD REMUNERATION AUDIT NOMINATIONS HSE<br />

MEETINGS<br />

ATTENDED<br />

MEETINGS<br />

HELD<br />

MEETINGS<br />

ATTENDED<br />

MEETINGS<br />

HELD<br />

MEETINGS<br />

ATTENDED<br />

MEETINGS<br />

HELD<br />

MEETINGS<br />

ATTENDED<br />

MEETINGS<br />

HELD<br />

Nicholas Smith 11 10 1 1 5 5 - - - -<br />

Alan Stein 11 10 - - - - - - - -<br />

Jonathan Taylor 11 10 - - - - - - 2 1<br />

John Lander 11 9 1 1 5 4 - - 2 2<br />

Dennis McShane 11 10 1 1 5 5 - - - -<br />

Lyndon Powell 11 11 1 1 - - - - 2 2<br />

Harak Banthia 11 6 - - - - - - - -<br />

Michael Cohen 11 11 - - - - - - - -<br />

Rajan Tandon 11 2 - - - - - - - -<br />

Jaroslaw Paczek 11 11 - - - - - - - -<br />

Mikki Xayiya 11 3 - - - - - - - -<br />

B Yvonne Holm<br />

(Alternate to Messrs<br />

Banthia & Tandon)<br />

Jacob Ulrich<br />

(Alternate Mr Xayiya)<br />

MEETINGS<br />

ATTENDED<br />

11 11 - - - - - - - -<br />

11 7 - - - - - - - -<br />

Peter Thomas 4 4 - - - - - - - -<br />

31<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Governance | Corporate Governance Statement<br />

The other commitments of the Chairman, Mr Smith, are included in his biography and have not restricted his ability to<br />

devote the agreed time to his role as Non Executive Chairman.<br />

Directors are not currently subject to retirement by rotation and re-election to the Board.<br />

Helideck, Deepsea Stavanger<br />

Deepsea Stavanger


32<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

gOvernAnce | CORPORATE gOvERNANCE sTATEmENT<br />

Non Executive Directors are kept abreast of the views of<br />

major shareholders about the Company through the<br />

representation of the largest shareholders on the Board<br />

and regular reports from the Chairman and the Managing<br />

Director on meetings they have held with investors.<br />

remuneration committee<br />

Members of the Remuneration Committee are Messrs<br />

Lander (Chairman), McShane, Powell and Smith.<br />

The Remuneration Committee is responsible for making<br />

recommendations to the Board on the Company’s overall<br />

remuneration policy framework and for determining the<br />

terms of service and remuneration of the Company’s<br />

Executive Directors and Chairman. The Remuneration<br />

Committee also makes recommendations to the Board<br />

concerning pension contributions and employee incentives,<br />

including share-based schemes. This includes the design of<br />

share incentive plans and the determination of targets for<br />

annual performance-related pay.<br />

The Board itself is responsible for determining the<br />

remuneration of Non Executive Directors. Terms of<br />

remuneration are set with due regard to the overall<br />

framework, external advice where appropriate, the interests<br />

of shareholders, the performance of <strong>Ophir</strong> and all relevant<br />

legal requirements.<br />

The Committee has purchased surveys on remuneration<br />

levels of comparable companies and uses this information<br />

in making its recommendations. The Managing Director is<br />

invited to join the Committee’s meetings to provide input on<br />

the remuneration of the other Executive Directors. Directors<br />

of <strong>Ophir</strong> are not permitted to participate in discussions or<br />

decisions of the Committee regarding their own<br />

remuneration.<br />

The Remuneration <strong>Report</strong> is set out on pages 34 and 35 and<br />

includes details of the terms and conditions of appointment<br />

of the Directors.<br />

As the Company’s major shareholders are represented on<br />

the Board, and the Board approves all new long-term<br />

equity-linked incentive schemes, it is considered that the<br />

substantive objectives of the Code for shareholder approval<br />

of such schemes have been met.<br />

Audit committee<br />

Members of the Audit Committee are Messrs McShane<br />

(Chairman), Smith and Lander. For the purpose of the<br />

Combined Code, Mr McShane, who until 2008 served as<br />

Finance Director of Ferrexpo plc, is considered by the Board<br />

to have recent and relevant financial experience.<br />

The Audit Committee is responsible for monitoring the<br />

integrity of <strong>Ophir</strong>’s financial reporting and reviewing <strong>Ophir</strong>’s<br />

systems of internal financial control. It liaises with the<br />

external auditor, Ernst & Young, and reviews the reports<br />

from the auditor relating to financial reporting and control<br />

matters. It also monitors the level of audit and non-audit<br />

services provided to <strong>Ophir</strong> by the auditor, in order to<br />

safeguard auditor objectivity and independence. The auditor<br />

reports to the Committee annually to confirm that its<br />

independence has been maintained. The Committee also<br />

makes recommendations to the Board on <strong>Ophir</strong>’s financial<br />

affairs and insurance requirements. Meetings are normally<br />

attended by the external auditor and by the Chief Financial<br />

Officer and/or Director - Finance at the invitation of the<br />

Committee. The Committee met five times during <strong>2010</strong>,<br />

including two meetings with the audit engagement partner<br />

without the presence of management.<br />

nominations committee<br />

Members of the Nominations Committee are Messrs<br />

McShane (Chairman), Smith and Lander.<br />

The Nominations Committee is responsible for regularly<br />

reviewing the structure, size and composition (including<br />

skills base and experience) of the Board and makes<br />

recommendations to the Board on changes including<br />

candidates to fill Board vacancies. The Committee meets as<br />

required, however as there were no changes to composition<br />

of the Board and no senior management appointments<br />

during the year the Committee did not meet during <strong>2010</strong>.<br />

Drilling operations, Deepsea Stavanger<br />

Tanzania core collected during drilling operations”


health, safety & environment<br />

committee<br />

Members of the Health, Safety & Environment Committee<br />

are Messrs Powell (Chairman), Lander and Taylor.<br />

The Heath, Safety & Environment Committee assists the<br />

Board to fulfil its overall responsibilities in relation to health,<br />

safety, environmental and community matters arising out<br />

of the activities of <strong>Ophir</strong> and as they affect employees,<br />

contractors and the communities in which it operates.<br />

The Committee met twice during <strong>2010</strong>.<br />

Directors’ remuneration<br />

Directors’ remuneration is summarised in note 5 to the<br />

Financial Statements and detailed in the Remuneration<br />

<strong>Report</strong> on pages 34 and 35.<br />

internal controls<br />

The Directors acknowledge their overall responsibility for<br />

<strong>Ophir</strong>’s systems of internal control, which are designed to<br />

safeguard the assets of <strong>Ophir</strong> and to ensure the reliability<br />

of financial information for internal and external use.<br />

The Board has put an organisational structure in place<br />

with clearly defined lines of responsibility and delegation<br />

of authority. Procedures include Board approval of all<br />

significant new projects and senior management approval<br />

at appropriate stages of the transaction cycle. There is a<br />

comprehensive annual budgeting and planning process.<br />

Actual results are reported against budgets approved by the<br />

Board. Revised financial forecasts are prepared regularly<br />

through the year.<br />

The Directors do not believe the size of the Company<br />

warrants an internal audit function.<br />

The Board has overall responsibility for the effectiveness<br />

of <strong>Ophir</strong>’s risk management activities and internal control<br />

processes. Any system of controls can provide only<br />

reasonable, but not absolute, assurance that assets are<br />

safeguarded, transactions authorised and correctly recorded<br />

and that any material errors or irregularities are detected<br />

within a reasonable timeframe.<br />

The consideration of business risk is a regular matter for<br />

Board discussion. The Health, Safety & Environment<br />

Committee has also considered certain operational risks<br />

and their management and mitigation. However, the<br />

Board has not yet implemented a more formal process for<br />

identification and evaluation of risks in all areas of the<br />

business and review of the effectiveness of <strong>Ophir</strong>’s system<br />

of internal controls. The Board intends to further develop<br />

its processes in this regard in 2011 as <strong>Ophir</strong> develops in<br />

complexity and also in order to comply fully with the Code<br />

requirements. By order of the Board<br />

nicholas smith<br />

Chairman<br />

28 March 2011<br />

33<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

gOvernAnce | CORPORATE gOvERNANCE sTATEmENT<br />

Deepsea Stavanger offshore Tanzania<br />

Drilling operations, Deepsea Stavanger


34<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

gOvernAnce | diRECTORs’ REmUNERATiON REPORT<br />

governance<br />

Directors’ Remuneration <strong>Report</strong><br />

The Remuneration Committee is responsible for the<br />

determination of the remuneration of the Executive and<br />

Non Executive Directors. The Committee, which is made<br />

up of independent Non Executive Directors, is wholly<br />

independent of management and free from any conflicts<br />

of interest arising from cross-directorships and the day to<br />

day running of the Company. No member has a financial<br />

interest, other than as a shareholder, in the matters<br />

delegated to the Committee.<br />

The Committee, which currently comprises Messrs Lander<br />

(Chairman), McShane, Powell and Smith, operates under<br />

a written mandate and meets on a regular basis. The<br />

Managing Director may attend part of the Committee’s<br />

meetings and be consulted in setting the remuneration<br />

of the other Executive Directors, by invitation.<br />

remuneration policy<br />

<strong>Ophir</strong>’s policy on Directors’ Remuneration in <strong>2010</strong> and for<br />

subsequent years is to maintain levels of remuneration so<br />

as to attract, motivate and retain executives of the highest<br />

calibre who can contribute their experience to <strong>Ophir</strong>’s<br />

operations and further development of the business.<br />

Directors’ remuneration<br />

Executive Directors<br />

The elements of the remuneration package for Executive<br />

Directors are base salary, annual bonus, non-cash benefits,<br />

pension/superannuation contributions and, in certain cases,<br />

participation in <strong>Ophir</strong>’s share incentive arrangements. The<br />

founder Executive Directors have a significant stake in the<br />

Company’s equity. A significant element of the potential<br />

remuneration package is, therefore, performance and/or<br />

equity linked.<br />

Executive Directors’ remuneration packages are<br />

reviewed annually each December with regard to<br />

personal performance, Company performance, changes in<br />

responsibilities and competitive market practices. Following<br />

the annual review conducted in December 2009, the<br />

Executive Directors’ basic salaries were retained at their<br />

existing levels during <strong>2010</strong>. In determining the total<br />

remuneration of the Executive Directors, the Committee<br />

takes into account the remuneration practices adopted by<br />

listed and unlisted companies of a similar capitalisation<br />

and overseas complexity to the Group. The Committee<br />

sets annual performance targets relevant to <strong>Ophir</strong>’s key<br />

objectives for the year, against which to assess awards of<br />

performance-related annual bonuses for the Executive<br />

Directors. The Committee is in the process of engaging<br />

remuneration consultants to assist it in formulating an<br />

overall remuneration policy for Executive Directors, taking<br />

account of remuneration policies for the Group as a whole<br />

and external benchmarking.<br />

During <strong>2010</strong>, Key Performance Indicators (“KPIs”) targets<br />

were set for the Executive Directors in respect of Health,<br />

Safety & Environmental performance; progress towards a<br />

liquidity event; and reserves and resources additions (firm<br />

and provisional). The Committee have approved bonuses for<br />

the Executive Directors for <strong>2010</strong> equivalent to 70% of salary<br />

by reference to these targets.<br />

No options were held by Executive Directors at the date<br />

of this report or at any time during the year nor were any<br />

options exercised during the year (2009: Nil)<br />

With the prior permission of the Board, Executive Directors<br />

are permitted to accept non executive appointments. Under<br />

this policy Dr Stein serves as Chairman of Neon <strong>Energy</strong><br />

Limited, an unrelated entity, for which he received<br />

remuneration of US$45,997 (2009: US$7,442). Dr Fischer<br />

serves as a Non Executive Director for Barrel Chasers Pty Ltd,<br />

an unrelated entity, for which he receives no remuneration<br />

(2009: N/A).<br />

The Company contributes 11% of Executive Directors’ base<br />

salary to private pension plans or superannuation funds.<br />

Where the level of contribution is higher than that which<br />

is eligible for tax relief, the excess can be converted into<br />

additional salary. Both Dr Stein and Mr Taylor so elected in<br />

<strong>2010</strong> in respect of part of their entitlements.<br />

No options are held by Executive Directors nor were any<br />

options exercised during the year (2009: Nil).<br />

Non Executive Directors<br />

The Board as a whole determines the remuneration of the<br />

Non Executive Directors.<br />

Remuneration paid to independent Non Executive Directors<br />

is set at a level to attract persons with the necessary<br />

experience and ability to make a significant contribution to<br />

the Company’s operations. Remuneration levels are set<br />

based on external advice and give consideration to the time<br />

commitment and responsibilities of the role.<br />

Non Executive Directors representing the Company’s major<br />

shareholders and appointed by virtue of various relationship<br />

agreements between the Company and the shareholder<br />

entities they represent are not remunerated.<br />

There were no issues of options during the year to Non<br />

Executive Directors or entities in which Non Executive<br />

Directors are deemed to be interested, nor were any<br />

options in which any Non Executive Directors are<br />

interested exercised during the year (2009: Nil) or<br />

during the subsequent period up to the date of these<br />

Financial Statements.


The remuneration of the Executive and Non Executive Directors for the year ended 31 December <strong>2010</strong> is detailed below and<br />

summarised in note 5 to the Financial Statements.<br />

BASE<br />

SALARY/FEES<br />

US$<br />

BONUS<br />

US$<br />

PENSION/<br />

SUPER-<br />

ANNUATION<br />

US$<br />

TERMINATION<br />

BENEFIT<br />

US$<br />

OTHER<br />

BENEFITS<br />

US$<br />

TOTAL<br />

<strong>2010</strong><br />

US$<br />

TOTAL<br />

2009<br />

US$<br />

Nicholas Smith 151,243 - - - - 151,243 115,096<br />

Alan Stein 847,405 65,346 22,999 - 12,373 948,123 755,654<br />

Jonathan Taylor 626,324 49,014 64,698 - 5,998 746,034 745,383<br />

John Lander 1 100,828 - - - - 100,828 93,956<br />

Dennis McShane 100,828 - - - - 100,828 93,956<br />

Lyndon Powell 2 100,828 - - - - 100,828 93,956<br />

Harak Banthia - - - - - - -<br />

Michael Cohen - - - - - - -<br />

Jaroslaw Paczek - - - - - - -<br />

Rajan Tandon - - - - - - -<br />

35<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Governance | Directors’ Remuneration <strong>Report</strong><br />

Mikki Xayiya - - - - - - -<br />

Peter Thomas 3 182,487 - 12,553 376,930 14,376 586,346 40,130<br />

TOTAL 2,109,943 114,360 100,250 376,930 32,747 2,734,230 1,938,131<br />

NOTES:<br />

1 Salary/Fees includes payments made to Vectis Petroleum Limited,<br />

a company associated with Mr Lander, for the provision of<br />

Mr Lander’s services as a Director.<br />

2 Salary/Fees includes payments made to Barbican Global Limited,<br />

a company associated with Mr Powell, for the provision of<br />

Mr Powell’s services as a Director.<br />

3. Excludes Share Based Payments Charge of US$109,244 (2009:<br />

US$31,020) relating to options issued to Mr Thomas in the previous<br />

year in respect of the period from 1 January <strong>2010</strong> to the date of<br />

termination of Mr Thomas’ employment on 14 June <strong>2010</strong>, at which<br />

date the options lapsed.<br />

Directors’ Contracts<br />

Executive Directors<br />

Dr Stein has an employment contract with the Company<br />

and <strong>Ophir</strong> Services, a subsidiary of the Company. The<br />

contract does not provide for a specific term. <strong>Ophir</strong> Services<br />

may terminate Dr Stein’s employment by giving not less<br />

than 12 months’ written notice (or, at its absolute discretion,<br />

by making payment in lieu of notice) and Dr Stein may<br />

terminate his employment by giving not less than 6 months’<br />

written notice. The notice periods reflect the view of the<br />

Directors that the services of Dr Stein are key to the success<br />

of <strong>Ophir</strong>.<br />

Mr Taylor has a service agreement with the Company. The<br />

contract does not provide for a specific term. The Company<br />

may terminate Mr Taylor’s employment by giving not less<br />

than 12 months’ written notice (or, at its absolute discretion,<br />

by making payment in lieu of notice) and Mr Taylor may<br />

terminate his employment by giving not less than 6 months’<br />

written notice. The notice periods reflect the view of the<br />

Directors that the services of Mr Taylor are key to the<br />

success of <strong>Ophir</strong>.<br />

Non Executive Directors<br />

Each of Mr Xayiya (Mvelaphanda representative), Mr Cohen<br />

(OZ Funds representative), Messrs Banthia and Tandon<br />

(Mittal Group representatives) and Mr Paczek (Oil & Gas<br />

Exploration representative) hold office by virtue of various<br />

relationship agreements between the shareholder entities<br />

they represent and the Company. No representative Director<br />

(or the entity he represents) receives any remuneration for<br />

his services as a Director or is entitled to any payment on<br />

termination of his services as a Director.<br />

The letters of appointment of the independent Non<br />

Executive Directors, Messrs Smith, Lander, McShane<br />

and Powell do not provide for specific terms, periods of<br />

notification of termination or entitlement to payment on<br />

termination, however there is an expectation that all<br />

independent Directors will serve for a period until at least<br />

the Company’s fourth <strong>Annual</strong> General Meeting after their<br />

appointment took effect.<br />

Messrs Lander’s and Powell’s services as Directors of the<br />

Company are provided under a contract between the<br />

Company and Vectis Petroleum Limited (a company<br />

controlled by Mr Lander) and Barbican Global Limited<br />

(a company controlled by Mr Powell) respectively.<br />

By order of the Board<br />

John Lander<br />

Chairman, Remuneration Committee<br />

28 March 2011


36<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

gOvernAnce | sTATEmENT Of diRECTORs’ REsPONsiBiLiTiEs<br />

governance<br />

Statement of Directors’ Responsibilities<br />

The Directors are responsible for preparing the <strong>Annual</strong><br />

<strong>Report</strong> and the Group Financial Statements in accordance<br />

with applicable United Kingdom law and those International<br />

Financial <strong>Report</strong>ing Standards (“IFRS”) as adopted by the<br />

European Union.<br />

Under Company Law the Directors must not approve<br />

the Group Financial Statements unless they are satisfied<br />

that they present fairly the financial position, financial<br />

performance and cash flows of the Group for that period.<br />

In preparing the Group Financial Statements the Directors<br />

are required to:<br />

• select suitable accounting policies in accordance with<br />

IAS 8: Accounting Policies, Changes in Accounting<br />

Estimates and Errors and then apply them consistently;<br />

• present information, including accounting policies, in a<br />

manner that provides relevant, reliable, comparable and<br />

understandable information;<br />

The Directors are responsible for keeping adequate<br />

accounting records that are sufficient to show and explain<br />

the Group’s transactions and disclose with reasonable<br />

accuracy at any time the financial position of the Group and<br />

enable them to ensure that the Group Financial Statements<br />

comply with the Companies Act 2006 and Article 4 of the<br />

IAS Regulation. They are also responsible for safeguarding<br />

the assets of the Group and hence for taking reasonable<br />

steps for the prevention and detection of fraud and other<br />

irregularities.<br />

By order of the Board<br />

Alan stein<br />

Managing Director<br />

28 March 2011<br />

• provide additional disclosures when compliance with the<br />

specific requirements in IFRS is insufficient to enable<br />

users to understand the impact of particular<br />

transactions, other events and conditions on the Group’s<br />

financial position and financial performance;<br />

• state that the Group has complied with IFRS, subject to<br />

any material departures disclosed and explained in the<br />

Financial Statements; and<br />

• make judgements and estimates that are reasonable<br />

and prudent.


37<br />

Independent Auditor’s <strong>Report</strong><br />

We have audited the Financial Statements of <strong>Ophir</strong> <strong>Energy</strong> plc<br />

for the year ended 31 December <strong>2010</strong> which comprise the<br />

Group Income Statement and Statement of Comprehensive<br />

Income, Group and Company Statement of Financial Position,<br />

the Group and Company Statement of Cash Flows; the Group<br />

and Parent Statement of Changes in Equity and the related<br />

notes 1 to 26. The financial reporting framework that has been<br />

applied in their preparation is applicable law and International<br />

Financial <strong>Report</strong>ing Standards (“IFRS”) as adopted by the<br />

European Union and, as regards the Parent Company Financial<br />

Statements, as applied in accordance with the provisions of the<br />

Companies Act 2006.<br />

This report is made solely to the Company’s members,<br />

as a body, in accordance with Chapter 3 of Part 16 of the<br />

Companies Act 2006. Our audit work has been undertaken so<br />

that we might state to the Company’s members those matters<br />

we are required to state to them in an auditor’s report and for<br />

no other purpose. To the fullest extent permitted by law, we do<br />

not accept or assume responsibility to anyone other than the<br />

Company and the Company’s members as a body, for our<br />

audit work, for this report, or for the opinions we have formed.<br />

Respective Responsibilities of<br />

Directors and Auditor<br />

As explained more fully in the Directors’ Responsibilities<br />

Statement on page 36, the Directors are responsible<br />

for the preparation of the Financial Statements and for<br />

being satisfied that they give a true and fair view. Our<br />

responsibility is to audit and express an opinion on the<br />

Financial Statements in accordance with applicable law and<br />

International Standards on Auditing (UK and Ireland). Those<br />

standards require us to comply with the Auditing Practices<br />

Board’s Ethical Standards for Auditors.<br />

Scope of the Audit of the Financial<br />

Statements<br />

An audit involves obtaining evidence about the amounts<br />

and disclosures in the Financial Statements sufficient to give<br />

reasonable assurance that the Financial Statements are free<br />

from material misstatement, whether caused by fraud or error.<br />

This includes an assessment of: whether the accounting policies<br />

are appropriate to the Group’s and the Parent Company’s<br />

circumstances and have been consistently applied and<br />

adequately disclosed; the reasonableness of significant<br />

accounting estimates made by the Directors; and the overall<br />

presentation of the Financial Statements. In addition, we read<br />

all the financial and non-financial information in the <strong>Annual</strong><br />

<strong>Report</strong> to identify material inconsistencies with the audited<br />

Financial Statements. If we become aware of any apparent<br />

material misstatements or inconsistencies we consider the<br />

implications for our report.<br />

as a going concern. The circumstances explained in note 2.1,<br />

indicate the existence of a material uncertainty which<br />

may cast significant doubt about the Company’s ability to<br />

continue as a going concern. The Financial Statements do not<br />

include the adjustments that would result if the Company<br />

was unable to continue as a going concern.<br />

Opinion on Financial Statements<br />

In our opinion:<br />

• the Financial Statements give a true and fair view of the<br />

state of the Group’s and of the Parent Company’s affairs<br />

as at 31 December <strong>2010</strong> and of the Group’s loss for the<br />

year then ended;<br />

• the Group Financial Statements have been properly<br />

prepared in accordance with IFRS as adopted by the<br />

European Union;<br />

• the Parent Company Financial Statements have been<br />

properly prepared in accordance with IFRS as adopted by<br />

the European Union and as applied in accordance with<br />

the provisions of the Companies Act 2006; and<br />

• the Financial Statements have been prepared in accordance<br />

with the requirements of the Companies Act 2006.<br />

Opinion on other matter prescribed<br />

by the Companies Act 2006<br />

In our opinion the information given in the Directors’ <strong>Report</strong><br />

for the financial year for which the Financial Statements are<br />

prepared is consistent with the Financial Statements.<br />

Matters on which we are required<br />

to report by exception<br />

We have nothing to report in respect of the following<br />

matters where the Companies Act 2006 requires us to<br />

report to you if, in our opinion:<br />

• adequate accounting records have not been kept by the<br />

Parent Company, or returns adequate for our audit have<br />

not been received from branches not visited by us; or<br />

• the Parent Company Financial Statements are not in<br />

agreement with the accounting records and returns; or<br />

• certain disclosures of Directors’ remuneration specified<br />

by law are not made; or<br />

• we have not received all the information and<br />

explanations we require for our audit.<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Governance | Independent Auditor’s <strong>Report</strong><br />

Opinion<br />

Emphasis of Matter - Going Concern<br />

Steven Dobson (Senior Statutory Auditor)<br />

for and on behalf of Ernst & Young LLP, Statutory Auditor<br />

London, 8 April 2011<br />

In forming our opinion on the Financial Statements, which<br />

is not qualified, we have considered the adequacy of the<br />

disclosures made in note 2.1 to the Financial Statements<br />

concerning the Company’s and Group’s ability to continue


38<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | gROUP iNCOmE sTATEmENT Of COmPREHENsivE iNCOmE<br />

group Accounts<br />

Group Income Statement and Statement of<br />

Comprehensive Income<br />

For the year ended 31 December <strong>2010</strong><br />

grOUp incOMe sTATeMenT<br />

continuing Operations<br />

nOTes<br />

yeAr enDeD<br />

31 Dec <strong>2010</strong><br />

Us$’000<br />

yeAr enDeD<br />

31 Dec 2009<br />

Us$’000<br />

Interest Income 533 616<br />

revenue 533 616<br />

Exploration expenses<br />

4 (a) (11,344) (21,891)<br />

Finance expenses<br />

4 (b)<br />

(429)<br />

(11,031)<br />

Administration expenses<br />

4 (c)<br />

(7,272)<br />

(6,870)<br />

Other expenses<br />

4 (d) (766)<br />

(4,090)<br />

loss from continuing operations before taxation<br />

(19,278)<br />

(43,266)<br />

Taxation<br />

7<br />

- -<br />

loss from continuing operations for the year attributable to<br />

equity holders of the parent<br />

(19,278)<br />

(43,266)<br />

loss per share for loss from continuing operations attributable to<br />

equity holders of the parent<br />

Basic and diluted EPS on loss for the year (per share)<br />

8<br />

(9)¢ (19)¢<br />

grOUp sTATeMenT OF cOMprehensive incOMe<br />

loss from continuing operations for the year attributable to<br />

equity holders of the parent<br />

(19,278)<br />

(43,266)<br />

Other comprehensive income<br />

Foreign currency translation<br />

602 1,013<br />

Other comprehensive income for the year, net of tax 602 1,013<br />

Total comprehensive loss for the year, net of tax attributable to<br />

equity holders of the parent (18,676) (42,253)


Group Accounts<br />

Group Statement of Changes in Equity<br />

For the year ended 31 December <strong>2010</strong><br />

As at 31 December<br />

2008<br />

Called<br />

up Share Capital<br />

US$’000<br />

Share Premium<br />

US$’000<br />

Options Premium<br />

Reserve<br />

US$’000<br />

Special Reserve<br />

US$’000<br />

Cons Reserve<br />

US$’000<br />

Equity Component On<br />

Convertible Bond<br />

Us$’000<br />

Foreign Currency<br />

Translation Reserve<br />

US$’000<br />

Accumulated Losses<br />

US$’000<br />

Total Equity<br />

US$’000<br />

926 309,902 20,440 156,435 (500) 669 4,121 (185,493) 306,500<br />

Loss for the period, net of tax - - - - - - - (43,266) (43,266)<br />

Other comprehensive income,<br />

net of tax<br />

- - - - - - 1,013 - 1,013<br />

39<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Group accounts | Group Statement of Changes in Equity<br />

Total comprehensive Income,<br />

net of tax<br />

New ordinary shares issued<br />

to third parties<br />

926 309,902 20,440 156,435 (500) 669 5,134 (228,759) 264,247<br />

108 107,706 - - - - - - 107,814<br />

Exercise of options 7 - - - - - - - 7<br />

Share issue costs - (560) - - - - - - (560)<br />

Share-based payments - - 2,588 - - - - - 2,588<br />

At 31 December 2009 1,041 417,048 23,028 156,435 (500) 669 5,134 (228,759) 374,096<br />

Loss for the year, net of tax - - - - - - - (19,278) (19,278)<br />

Other comprehensive income,<br />

net of tax<br />

Total comprehensive income,<br />

net of tax<br />

- - - - - - 602 - 602<br />

1,041 417,048 23,028 156,435 (500) 669 5,736 (248,037) 355,420<br />

Exercise of options 1 - - - - - - - 1<br />

Share-based payments - - 824 - - - - - 824<br />

At 31 December <strong>2010</strong> 1,042 417,048 23,852 156,435 (500) 669 5,736 (248,037) 356,245


40<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | COmPANy sTATEmENT Of CHANgEs iN EqUiTy<br />

group Accounts<br />

Company Statement of Changes in Equity<br />

For the year ended 31 December <strong>2010</strong><br />

Called<br />

up Share Capital<br />

US$’000<br />

Share Premium<br />

US$’000<br />

Options Premium<br />

Reserve<br />

US$’000<br />

Special Reserve<br />

US$’000<br />

Cons Reserve<br />

US$’000<br />

Foreign Currency<br />

Translation Reserve<br />

US$’000<br />

As at 31 December 2008 926 309,902 20,440 156,435 669 11,839 (162,831) 337,380<br />

Loss for the period, net of tax - - - - - - (20,302) (20,302)<br />

Other comprehensive income, net of tax - - - - - - - -<br />

Total comprehensive income, net of tax 926 309,902 20,440 156,435 669 11,839 (183,133) 317,078<br />

New ordinary shares issued to third parties 108 107,706 - - - - - 107,814<br />

Exercise of options 7 - - - - - - 7<br />

Accumulated Losses<br />

US$’000<br />

Total Equity<br />

US$’000<br />

Share issue costs - (560) - - - - - (560)<br />

Share-based payments - - 2,588 - - - - 2,588<br />

At 31 December 2009 1,041 417,048 23,028 156,435 669 11,839 (183,133) 426,927<br />

Loss for the period, net of tax - - - - - - (8,007) (8,007)<br />

Other comprehensive income, net of tax - - - - - - - -<br />

Total comprehensive income, net of tax 1,041 417,048 23,028 156,435 669 11,839 (191,140) 418,920<br />

Exercise of options 1 - - - - - - 1<br />

Share-based payments - - 824 - - - - 824<br />

At 31 December <strong>2010</strong> 1,042 417,048 23,852 156,435 669 11,839 (191,140) 419,745


group Accounts<br />

Group Statement of Financial Position<br />

As at 31 December <strong>2010</strong><br />

nOTes<br />

As AT<br />

31 Dec <strong>2010</strong><br />

Us$’000<br />

As AT<br />

31 Dec 2009<br />

Us$’000<br />

non-current assets<br />

Exploration and evaluation assets 9 270,043 238,295<br />

Property, plant and equipment 10 1,743 2,204<br />

Other financial assets 12 700 288<br />

272,486 240,787<br />

current assets<br />

Inventory 13 9,058<br />

9,116<br />

Trade and other receivables<br />

14 45,295<br />

1,136<br />

Other financial assets 12<br />

- 1,200<br />

Other current assets<br />

15<br />

130<br />

1,015<br />

Cash and short-term deposits<br />

16<br />

89,925<br />

135,077<br />

144,408<br />

147,544<br />

Total assets<br />

416,894<br />

388,331<br />

41<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | gROUP sTATEmENT Of fiNANCiAL POsiTiON<br />

Current liabilities<br />

Trade and other payables<br />

17<br />

(59,727)<br />

(13,461)<br />

Provisions<br />

18<br />

(611)<br />

(522)<br />

(60,338)<br />

(13,983)<br />

non-current liabilities<br />

Provisions<br />

18 (310)<br />

(252)<br />

(310) (252)<br />

Total liabilities<br />

(60,648) (14,235)<br />

net assets 356,246<br />

374,096<br />

capital and reserves<br />

Called up share capital<br />

19 (b) 1,042 1,041<br />

Share premium account 20 417,048 417,048<br />

Reserves 20 (61,844) (43,993)<br />

Total equity 356,246 374,096<br />

Approved by the Board on 28 March 2011<br />

nicholas smith<br />

Chairman<br />

Alan stein<br />

Managing Director


42<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | COmPANy sTATEmENT Of fiNANCiAL POsiTiON<br />

group Accounts<br />

Company Statement of Financial Position<br />

As at 31 December <strong>2010</strong><br />

non current assets<br />

nOTes<br />

As AT<br />

31 Dec <strong>2010</strong><br />

Us$’000<br />

As AT<br />

31 Dec 2009<br />

Us$’000<br />

Exploration and evaluation assets 9 - 49<br />

Property, plant and equipment 10 364 126<br />

Investments in subsidiaries 11 (a) 344,791 294,806<br />

Other financial assets 12 418 -<br />

current assets<br />

345,573 294,981<br />

Trade and other receivables<br />

14<br />

823 635<br />

Other financial assets<br />

12<br />

- 1,200<br />

Cash and short-term deposits<br />

16 74,364<br />

131,195<br />

75,187<br />

133,030<br />

Total assets<br />

420,760<br />

428,011<br />

current liabilities<br />

Trade and other payables<br />

17 (822)<br />

(692)<br />

Provisions<br />

18 (192)<br />

(392)<br />

Total liabilities<br />

(1,014)<br />

(1,084)<br />

net assets<br />

419,746<br />

426,927<br />

capital and reserves<br />

Called up share capital<br />

19 (b)<br />

1,042<br />

1,041<br />

Share premium account<br />

20 417,048<br />

417,048<br />

Reserves<br />

20 1,656 8,838<br />

Total equity<br />

419,746 426,927<br />

Approved by the Board on 28 March 2011<br />

nicholas smith<br />

Chairman<br />

Alan stein<br />

Managing Director


Group Accounts<br />

Group Statement of Cash Flows<br />

For the year ended 31 December <strong>2010</strong><br />

NOTES<br />

YEAR ENDED<br />

31 DEC <strong>2010</strong><br />

US$’000<br />

YEAR ENDED<br />

31 DEC 2009<br />

US$’000<br />

Net cash flow used in operating activities 21 (12,754) (10,394)<br />

Investing activities<br />

Purchases of property, plant and equipment (904) (1,319)<br />

Exploration expenditure (44,595) (62,910)<br />

Funds from disposal of inventory 1,365 -<br />

Funds from joint venture disposal 11,268 -<br />

Funds placed on deposit (967) (384)<br />

Funds returned from deposit 1,200 14,279<br />

Funds from close out of forward exchange contract - 10,082<br />

Net cash flow (used in) investing activities (32,633) (40,252)<br />

43<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Group accounts | Group Statement of Cash Flows<br />

Financing activities<br />

Issue of ordinary shares 1 107,820<br />

Issue costs - (560)<br />

Net cash flow from financing activities 1 107,260<br />

(Decrease)/increase in cash and cash equivalents for the year (45,386) 56,614<br />

Effect of exchange rates on cash and cash equivalents 234 536<br />

Cash and cash equivalents at the beginning of the year 135,077 77,927<br />

Cash and cash equivalents at the end of the year 16 89,925 135,077


44<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | COmPANy sTATEmENT Of CAsH fLOws<br />

group Accounts<br />

Company Statement of Cash Flows<br />

For the year ended 31 December <strong>2010</strong><br />

nOTes<br />

yeAr enDeD<br />

31 Dec <strong>2010</strong><br />

Us$’000<br />

yeAr enDeD<br />

31 Dec 2009<br />

Us$’000<br />

net cash used in operating activities 21 (4,635) (4,306)<br />

investing activities<br />

Purchases of property, plant and equipment (334) (114)<br />

Loans to subsidiaries (52,101) (43,067)<br />

Funds placed on deposit (967) (384)<br />

Funds returned from deposit 1,200 -<br />

Funds from close out of forward exchange contract - 10,082<br />

net cash used in investing activities (52,202) (33,483)<br />

Financing activities<br />

Issue of ordinary shares 1 107,820<br />

Issue costs - (560)<br />

net cash from financing activities 1 107,260<br />

(Decrease)/increase in cash and cash equivalents for the year (56,836) 69,471<br />

Effect of exchange rates on cash and cash equivalents 5 (123)<br />

Cash and cash equivalents at the beginning of the year 131,195 61,847<br />

cash and cash equivalents at the end of the year 16 74,364 131,195


Notes to the<br />

financial statements<br />

1 Authorisation of financial<br />

statements<br />

<strong>Ophir</strong> <strong>Energy</strong> plc (the “Company” and the ultimate parent<br />

of the Group) is a limited company incorporated and<br />

domiciled in England and its registered offices are situated<br />

at 55 Grosvenor Street, London W1K 3HY.<br />

The Group’s and Company’s Financial Statements for the<br />

year ended 31 December <strong>2010</strong> were authorised for issue<br />

by the board of the directors on 28 March 2011 and the<br />

statement of financial position was signed on the Board’s<br />

behalf by Mr N Smith and Dr A Stein.<br />

The Company has taken advantage of the exemption<br />

provided under s408 of the Companies Act 2006 not<br />

to publish its individual income statement and<br />

related notes.<br />

2 Basis of preparation and<br />

significant accounting policies<br />

2.1 going concern and basis of<br />

accounting<br />

The Directors are of the opinion that the Company and<br />

the Group currently has sufficient funds to meet their<br />

obligations and commitments as they fall due in the<br />

foreseeable future and has therefore adopted the going<br />

concern basis in preparing the Financial Statements.<br />

The Group is currently conducting exploration activities<br />

using existing funds from capital raised during prior years<br />

in the form of shareholder funding. The Directors believe<br />

that the Group has sufficient cash resources to meet its<br />

current contractual commitments for the 12 months from<br />

the date of this report. However the Directors recognise<br />

that the Company will need to raise additional finance in<br />

the short-term to fund the further planned and anticipated<br />

activities, most notably the anticipated multi well<br />

drilling campaign in Tanzania described in the<br />

Directors’ report.<br />

The Directors are in the process of evaluating a number<br />

of funding proposals which include the issue of additional<br />

equity via a private placing or pursuant to an admission<br />

to a recognised stock exchange and/or a farm out or sale<br />

of exploration interests. The Company considers that it<br />

retains the strong support of its major shareholders and<br />

the Directors believe that they have other options to raise<br />

funds should that be required. The Directors are confident<br />

that the required additional funds can be raised from any<br />

one of a number of funding sources, but note that as<br />

this has not been secured at the date of this report this<br />

creates a material uncertainty which may cast significant<br />

doubt about the Company’s ability to continue as a<br />

going concern.<br />

The Directors are confident of continuing funding based on<br />

the range and feasibility of alternatives being explored, and<br />

on this basis, believe that the adoption of the going concern<br />

basis is appropriate and that no adjustments are required to<br />

the carrying value of assets.<br />

2.2 Basis of preparation and statement<br />

of compliance<br />

The Group’s and Company’s Financial Statements have<br />

been prepared in accordance with International Financial<br />

<strong>Report</strong>ing Standards (“IFRS”) as adopted by the European<br />

Union and those parts of the Companies Act 2006<br />

applicable to companies reporting under IFRS.<br />

The consolidated Financial Statements have been<br />

prepared on a historical cost basis except for revaluation<br />

of certain derivative instruments measured at fair value.<br />

The consolidated Financial Statements are presented in US<br />

Dollars rounded to the nearest thousand dollars (US$’000)<br />

except as otherwise indicated.<br />

Comparative figures for the period to 31 December 2009<br />

are for the year ended on that date.<br />

2.3 significant accounting policies<br />

The accounting policies adopted are consistent with those<br />

of the previous financial year except as follows:<br />

new and Amended Accounting standards and<br />

interpretations<br />

The Group has adopted the following new and amended<br />

IFRS and IFRIC interpretations as of 1 January <strong>2010</strong>:<br />

• Amendment to IFRS 2 Group Cash Settled Share-based<br />

Payment Arrangements<br />

• IFRS 3 (revised) Business Combinations<br />

• IAS 27 (amended) Consolidated and Separate Financial<br />

Statements<br />

• Amendment to IAS 39 Financial Instruments:<br />

Recognition and Measurement – Eligible Hedged items<br />

• IFRIC 12 Service Concession Arrangements<br />

• IFRIC 17 Distribution of Non-cash Assets to Owners<br />

• IFRIC 18 Transfers of Assets from Customers<br />

• Improvements to IFRS (issued 2009)<br />

When the adoption of the Standard or Interpretation is<br />

deemed to have an impact on the Financial Statements or<br />

the financial position and performance of the Group, its<br />

impact is described below:<br />

Impact from changes to accounting policies IFRS 3 Business<br />

Combinations (revised) and IAS 27 Consolidated and<br />

Separate Financial Statements (revised 2008).<br />

45<br />

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46<br />

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Notes to the<br />

financial statements<br />

IFRS 3 (revised) introduces significant changes in the<br />

accounting for business combinations occurring after this<br />

date. Changes affect the valuation of non-controlling<br />

interests (previously “minority interests”), the accounting<br />

for transaction costs, the initial recognition and subsequent<br />

measurement of contingent consideration and business<br />

combinations achieved in stages. These changes will impact<br />

the amount of goodwill recognised, the reported results<br />

in the period when an acquisition occurs and future<br />

reported results.<br />

IAS 27 (revised) requires that a change in the ownership<br />

interest of a subsidiary (without a change in control) is to be<br />

accounted for as a transaction with owners in their capacity<br />

as owners. The revised Standard changes the accounting for<br />

losses incurred by a partially owned subsidiary as well as the<br />

loss of control of a subsidiary.<br />

The changes in IFRS 3 (revised) and IAS 27 (revised)<br />

will affect future acquisitions, changes in, and loss of<br />

control of, subsidiaries and transactions with noncontrolling<br />

interests.<br />

standards and interpretations issued but not yet<br />

effective<br />

Standards issued but not yet effective at the date of these<br />

Financial Statements are listed below.<br />

eFFecTive DATe<br />

(for periods beginning<br />

on or after)<br />

IAS 32 Classification of rights issues<br />

1 February <strong>2010</strong><br />

IFRIC 19 Extinguishing financial<br />

liabilities with equity instruments<br />

IAS 24 (Amended) Related party<br />

disclosures<br />

IFRIC 14 Prepayments of a minimum<br />

funding requirement (amendment)<br />

Improvements to IFRS (issued in May<br />

<strong>2010</strong>)<br />

IFRS 9 Financial instruments, covering<br />

classification and measurement of<br />

financial assets<br />

1 July <strong>2010</strong><br />

1 January 2011<br />

1 January 2011<br />

1 January 2011<br />

1 January 2013<br />

The impact of the adoption of the above standards has not<br />

yet been assessed by the Group.<br />

2.4 Basis of consolidation<br />

The Group Financial Statements consolidate the Financial<br />

Statements of the Company and the entities it controls<br />

(its subsidiaries) drawn up to 31 December each year.<br />

Basis of consolidation from 1 January <strong>2010</strong><br />

subsidiaries<br />

Subsidiaries are consolidated from the date of their<br />

acquisition, being the date on which the Group obtains<br />

control, and continue to be consolidated until the date that<br />

such control ceases. Control comprises the power to govern<br />

the financial and operating policies of the investee so as to<br />

obtain benefit from its activities and is achieved through<br />

direct or indirect ownership of voting rights; currently<br />

exercisable or convertible potential voting rights; or by way<br />

of contractual agreement. The Financial Statements of<br />

subsidiaries are prepared for the same reporting year as the<br />

Parent Company, using consistent accounting policies. All<br />

intercompany balances and transactions, including<br />

unrealised profits arising there from, are eliminated.<br />

A change in the ownership interest of a subsidiary,<br />

without loss of control, is accounted for as an equity<br />

transaction. If the Group loses control over a subsidiary, it<br />

(i) derecognises the assets (including goodwill) and liabilities<br />

of the subsidiary; (ii) derecognises the carrying amount of<br />

any non-controlling interest; (iii) derecognises the cumulative<br />

translation differences, recorded in equity; (iv) recognises<br />

the fair value of the consideration received; (v) recognises<br />

the fair value of any investment retained; (vi) recognises<br />

any surplus or deficit in profit and loss; (vii) reclassifies the<br />

parent’s share of components previously recognised in other<br />

comprehensive income to profit and loss or retained<br />

earnings, as appropriate.<br />

non-controlling interests<br />

Non-controlling interests represent the equity in a subsidiary<br />

not attributable, directly and indirectly, to the parent<br />

company and is presented separately within equity in<br />

the Consolidated Balance Sheet, separately from equity<br />

attributable to owners of the parent. Losses within a<br />

subsidiary are attributed to the non-controlling interest<br />

even if that results in a deficit balance.<br />

Basis of consolidation prior to 1 January <strong>2010</strong><br />

Certain of the above-mentioned requirements were applied<br />

on a prospective basis. The following differences, however,<br />

are carried forward in certain instances from the previous<br />

basis of consolidation:<br />

Non-controlling interest represents the portion of profit or<br />

loss and net assets in subsidiaries that is not held by the<br />

Group and is presented separately within equity in the<br />

Consolidated Balance Sheet, separately from parent<br />

shareholder’s equity.<br />

Acquisitions of non-controlling interests, prior to 1 January<br />

<strong>2010</strong>, were accounted for using the entity method.<br />

Losses incurred by the Group were attributed to the<br />

non-controlling interest until the balance was reduced to nil.<br />

Any further excess losses were attributed to the parent,<br />

unless the non-controlling interest had a binding obligation<br />

to cover these.


Notes to the<br />

Financial Statements<br />

2.5 Exploration and evaluation<br />

expenditure<br />

The Company applies the successful efforts method of<br />

accounting for the exploration and evaluation (“E&E”) costs<br />

as permitted by IFRS 6 “Exploration for and Evaluation of<br />

Mineral Resources”.<br />

All costs incurred after the rights to explore an area have<br />

been obtained, such as licence acquisition costs, geological<br />

and geophysical costs and other direct costs of E&E are<br />

accumulated and capitalised as E&E assets, in well, field or<br />

licence-specific exploration cost centres as appropriate<br />

pending determination.<br />

Costs (other than payments to acquire the legal right to<br />

explore) incurred prior to acquiring rights to explore and<br />

general exploration costs not specific to any particular<br />

licence or prospect are charged directly to the income<br />

statement.<br />

E&E assets are not amortised prior to the determination<br />

of the results of exploration activity. At completion of<br />

evaluation activities, if technical and commercial feasibility<br />

is demonstrated, then, following recognition of commercial<br />

reserves, the carrying value of the relevant E&E asset will be<br />

reclassified as a development and production asset, subject<br />

to the carrying value of the relevant E&E asset being<br />

assessed for impairment.<br />

If on completion of evaluation of prospects or licences,<br />

it is not possible to determine technical feasibility and<br />

commercial viability or if the legal right to explore expires or<br />

if the Group decides not to continue E&E activity, then the<br />

costs of such unsuccessful E&E are written off to the income<br />

statement in the period of that determination.<br />

The carrying value of E&E assets are reviewed for<br />

impairment when events or changes in circumstances<br />

indicate the carrying value may not be recoverable.<br />

2.6 Intangibles<br />

Intangible assets are initially measured at cost. Following<br />

initial recognition, intangible assets are carried at cost less<br />

any accumulated amortisation and any accumulated<br />

impairment losses.<br />

Intangible assets with finite lives are amortised over the<br />

useful life and tested for impairment whenever there is an<br />

indication that the intangible asset may be impaired.<br />

2.7 Property, plant and equipment<br />

Property, plant and equipment, which comprises furniture<br />

and fittings and computer equipment, is stated at cost less<br />

accumulated depreciation and accumulated impairment<br />

losses. Such cost includes costs directly attributable to<br />

making the asset capable of operating as intended.<br />

Depreciation<br />

Depreciation is provided on property, plant and equipment<br />

calculated using the straight line method at rates to write<br />

off the cost, less estimated residual value based on prices<br />

prevailing at the Balance Sheet date, of each asset over<br />

expected useful lives ranging from 3 to 10 years.<br />

2.8 Investment in subsidiaries<br />

The Company holds monetary balances with its subsidiaries<br />

of which settlement is neither planned nor likely to occur in<br />

the foreseeable future. Such balances are considered to be<br />

part of the Company’s net investment in its subsidiaries.<br />

The carrying value of investments in subsidiaries are<br />

reviewed for impairment when events or changes in<br />

circumstances indicate the carrying value may not be<br />

recoverable.<br />

2.9 Trade and other receivables<br />

Trade receivables, which generally have 30 to 90 day terms,<br />

are recognised and carried at the lower of their original<br />

invoiced value and recoverable amount. Where the time<br />

value of money is material, receivables are carried at<br />

amortised cost. Allowance is made when there is objective<br />

evidence that the Group will not be able to recover balances<br />

in full. Evidence on non-recoverability may include<br />

indications that the debtor or group of debtors is<br />

experiencing significant financial difficulty, the probability<br />

that they will enter bankruptcy or default or delinquency in<br />

repayments. Balances are written off when the probability<br />

of recovery is assessed as being remote. The amount of the<br />

impairment loss is the receivable carrying amount compared<br />

to the present value of estimated future cash flows,<br />

discounted at the original effective interest rate.<br />

2.10 Inventories<br />

Inventories which comprise drilling consumables are stated<br />

at the lower of cost end net realisable value. Cost is<br />

determined by using weighted average cost method and<br />

comprises direct purchase costs, cost of transportation and<br />

other related expenses.<br />

47<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Group accounts | notes to the financial statements<br />

2.11 Cash and short-term deposits<br />

Cash and short-term deposits in the Balance Sheet comprise<br />

cash at banks, in hand and short-term deposits with original<br />

maturity dates of up to twelve months.


48<br />

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Notes to the<br />

financial statements<br />

2.12 Trade and other payables<br />

Trade and other payables are carried at amortised cost. They<br />

represent liabilities for goods and services provided to the<br />

Group prior to the end of the financial year that are unpaid<br />

and arise when the Group becomes obligated to make<br />

future payments in respect of the purchase of those goods<br />

and services. The amounts are unsecured and are usually<br />

paid within 30 days of recognition.<br />

2.13 provisions<br />

A provision is recognised when the Group has a legal or<br />

constructive obligation as a result of a past event and it<br />

is probable that an outflow of economic benefits will be<br />

required to settle the obligation and a reliable estimate<br />

can be made of the obligation. If the effect of the time<br />

value of money is material, expected future cash flows<br />

are discounted using a current pre-tax rate that reflects,<br />

where appropriate, the risks specific to the liability. Where<br />

discounting is used, the increase in the provision due to<br />

unwinding the discount is recognised as a finance cost.<br />

2.14 pensions and other post-retirement<br />

benefits<br />

The Group does not operate its own pension plan but<br />

makes pension or superannuation contributions to private<br />

funds of its employees which are defined contribution plans.<br />

The cost of providing such benefits are expensed in the<br />

income statement as incurred.<br />

2.16 equity instruments<br />

Equity instruments issued by the Company are recorded at<br />

the proceeds received, net of direct issue costs.<br />

2.17 interest bearing borrowing<br />

All loans and borrowings are initially recognised at fair value<br />

less directly attributable transaction costs.<br />

After initial recognition, interest-bearing loans and<br />

borrowings are subsequently measured at amortised cost<br />

using the effective interest rate method.<br />

Gains and losses are recognised in the income statement<br />

when liabilities are derecognised as well as through the<br />

amortisation process.<br />

2.18 leases<br />

The determination of whether an arrangement is, or<br />

contains, a lease is based on the substance of the<br />

arrangement and requires an assessment of whether the<br />

fulfilment of the arrangement is dependent on the use of a<br />

specific asset or assets and the arrangement conveys a right<br />

to use the asset.<br />

The Group has leases where the Lessor retains substantially<br />

all the risks and benefits of ownership of the asset. Such<br />

leases are classified as operating leases and rentals payable<br />

are charged to the Income Statement on a straight line basis<br />

over the lease term.<br />

2.15 employee benefits<br />

wages, salaries, annual leave and sick leave<br />

Liabilities for wages and salaries, including non-monetary<br />

benefits, annual leave and accumulating sick leave expected<br />

to be settled within 12 months of the reporting date are<br />

recognised in respect of employees’ services up to the<br />

reporting date. They are measured at the amounts expected<br />

to be paid when the liabilities are settled. Liabilities for<br />

non-accumulating sick leave are recognised when the leave<br />

is taken and are measured at the rates paid or payable.<br />

long service leave<br />

The liability for long service leave is recognised and<br />

measured at the present value of expected future payments<br />

to be made in respect of services provided by employees<br />

up to the reporting date using the projected unit<br />

credit method.<br />

Consideration is given to expected future wage and salary<br />

levels, experience of employee departures, and periods of<br />

service. Expected future payments are discounted using<br />

market yields at the reporting date on national government<br />

bonds with terms to maturity and currencies that match, as<br />

closely as possible, the estimated future cash outflows.<br />

2.19 interests in Joint ventures<br />

The Group has a number of contractual arrangements with<br />

other parties which represent joint ventures. A joint venture<br />

is a contractual arrangement whereby the Group and other<br />

parties undertake economic activity.<br />

Where a Group company undertakes its activities under<br />

joint venture arrangements the Group’s share of jointly<br />

controlled assets, liabilities and related income and expenses<br />

are included in the Financial Statements in their respective<br />

classification categories.<br />

The Group’s interests in joint ventures, which are in the form<br />

of jointly controlled assets, are identified in note 22.<br />

2.20 Derivative financial instruments<br />

Financial instruments are classified as held for trading if they<br />

are acquired for the purpose of selling in the near-term.<br />

Derivatives, including separated embedded derivatives<br />

are also classified as held for trading. Gains or losses on<br />

investments classified as held for trading are recognised in<br />

profit or loss.


Notes to the<br />

financial statements<br />

2.21 revenue recognition<br />

Revenue is recognised to the extent that it is probable that<br />

the economic benefits will flow to the Group and the<br />

revenue can be reliably measured. Revenue is measured at<br />

the fair value of the consideration received and receivable,<br />

excluding discounts, rebates, VAT and other sales taxes<br />

or duty.<br />

2.22 interest income<br />

Interest income is recognised as it accrues using the<br />

effective interest rate method, that is, the rate that exactly<br />

discounts estimated future cash receipts through the<br />

expected life of the financial instrument to the net carrying<br />

amount of the financial asset.<br />

2.23 Borrowing costs<br />

Borrowing costs directly attributable to the acquisition,<br />

construction or production of qualifying assets, which are<br />

assets that necessarily take a substantial period of time to<br />

be prepared for their intended use, are added to the cost of<br />

those assets until such time as the assets are substantially<br />

ready for their intended use.<br />

All other borrowing costs are expensed in the income<br />

statement in the period in which they are incurred.<br />

2.24 share-based payments<br />

The cost of equity-settled transactions with employees is<br />

measured by reference to the fair value at the date at which<br />

they are granted and is recognised as an expense over<br />

the vesting period, which ends on the date on which the<br />

relevant employees become fully entitled to the award. Fair<br />

value is determined with reference to the market value of<br />

the underlying shares using a pricing model appropriate<br />

to the circumstances which requires judgements as to the<br />

selection of both the valuation model and inputs. In valuing<br />

equity-settled transactions, no account is taken of any<br />

vesting conditions, other than conditions linked to the<br />

price of the shares of the Company (market conditions).<br />

No expense is recognised for awards that do not ultimately<br />

vest, except for awards where vesting is conditional upon a<br />

market condition, which are treated as vesting irrespective<br />

of whether or not the market condition is satisfied, provided<br />

that all other performance conditions are satisfied.<br />

At each Balance Sheet date before vesting, the cumulative<br />

expense is calculated on the basis of extent to which the<br />

vesting period has expired and Management’s best estimate<br />

of the number of equity instruments that will ultimately<br />

vest. The movement in cumulative expense since the<br />

previous Balance Sheet date is recognised in the income<br />

statement, with a corresponding entry in equity.<br />

Where the terms of an equity-settled award are modified<br />

or a new award is designated as replacing a cancelled or<br />

settled award, the cost based on the original award terms<br />

continues to be recognised over the original vesting period.<br />

In addition, an expense is recognised over the remainder<br />

of the new vesting period for the incremental fair value<br />

of any modification, based on the difference between<br />

the fair value of the original award and the fair value of<br />

the modified award, both as measured on the date of the<br />

modification. No reduction is recognised if this difference<br />

is negative.<br />

Where an equity-settled award is cancelled, it is treated as if<br />

it had vested on the date of cancellation, and any cost not<br />

yet recognised in the income statement for the award is<br />

expensed immediately. Any compensation paid up to the<br />

fair value of the award at the cancellation or settlement date<br />

is deducted from equity, with any excess over fair value<br />

being treated as an expense in the income statement.<br />

For equity-settled share-based payment transactions with<br />

third parties, the goods or services received are measured<br />

at the date of receipt by reference to their fair value with a<br />

corresponding entry in equity. If the Group cannot reliably<br />

estimate the fair value of the goods or services received,<br />

their value is measured by reference to the fair value of the<br />

equity instruments granted.<br />

2.25 Foreign currency translation<br />

The functional currency for each entity in the Group is<br />

determined on an individual basis according to the primary<br />

economic environment in which it operates.<br />

Transactions in foreign currencies are initially recorded in<br />

the functional currency by applying the spot exchange rate<br />

ruling at the date of the transaction or an average rate for<br />

the month. Monetary assets and liabilities denominated in<br />

foreign currencies are translated at the rate of exchange<br />

ruling at the Balance Sheet date. All exchange differences<br />

are taken to the income statement.<br />

The assets and liabilities of the Company and those foreign<br />

operations whose functional currency is other than that of<br />

the presentation currency of <strong>Ophir</strong> are translated into the<br />

presentation currency, at the rate of exchange ruling at the<br />

Balance Sheet date. Income and expenses are translated<br />

at the weighted average exchange rates for the year.<br />

The resulting exchange differences are taken directly to<br />

a separate component of equity. On disposal of a foreign<br />

entity, the deferred cumulative amount recognised in equity<br />

relating to that particular foreign operation is recognised in<br />

the income statement.<br />

2.26 income taxes<br />

current tax<br />

Current tax assets and liabilities are measured at the amount<br />

expected to be recovered from or paid to the taxation<br />

authorities, based on tax rates and laws that are enacted<br />

or substantively enacted by the Balance Sheet date.<br />

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50<br />

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Notes to the<br />

financial statements<br />

Current income tax is charged or credited directly to equity<br />

if it relates to items that are credited or charged to equity.<br />

Otherwise income tax is recognised in the income<br />

statement.<br />

Deferred tax<br />

Deferred income tax is recognised on all temporary<br />

differences arising between the tax bases of assets and<br />

liabilities and their carrying amounts in the Financial<br />

Statements, with the following exceptions:<br />

• where the temporary difference arises from the initial<br />

recognition of goodwill or of an asset or liability in a<br />

transaction that is not a business combination and, at<br />

the time of the transaction affects neither accounting<br />

nor taxable profit or loss;<br />

• in respect of taxable temporary differences associated<br />

with investments in subsidiaries, associates and joint<br />

ventures, where the timing of the reversal of the<br />

temporary differences can be controlled and it is<br />

probable that the temporary differences will not reverse<br />

in the foreseeable future; and<br />

3 significant accounting<br />

judgements, estimates and<br />

assumptions<br />

The preparation of the consolidated Financial Statements<br />

requires management to make judgements, estimates and<br />

assumptions that affect the reported amounts of assets,<br />

liabilities and contingent liabilities at the date of the<br />

consolidated Financial Statements and reported amounts<br />

of revenues and expenses during the reporting period.<br />

Estimates and assumptions are continuously evaluated and<br />

are based on Management’s experience and other factors,<br />

including expectations of future events that are believed to<br />

be reasonable under the circumstances. However, actual<br />

outcomes can differ from these estimates.<br />

The Group has used estimates and assumptions in deriving<br />

certain figures within the Financial Statements. Such<br />

accounting estimates may not equate with the actual<br />

results which will only be known in time. The key areas of<br />

estimation are noted below with further details of the<br />

assumptions used listed in the relevant note.<br />

• deferred income tax assets are recognised only to the<br />

extent that it is probable that taxable profit will be<br />

available against which the deductible temporary<br />

differences, carried forward tax credits or tax losses<br />

can be utilised.<br />

Deferred income tax assets and liabilities are measured on<br />

an undiscounted basis at the tax rates that are expected to<br />

apply when the related asset is realised or liability is settled,<br />

based on tax rates and laws enacted or substantively<br />

enacted at the Balance Sheet date.<br />

iTeM<br />

nOTes<br />

Exploration and Evaluation assets<br />

2.5, 9<br />

Share-based payments<br />

2.24, 6<br />

Deferred tax<br />

2.26, 7<br />

Deferred income tax is charged or credited directly to equity<br />

if it relates to items that are credited or charged to equity.<br />

Otherwise deferred income tax is recognised in the income<br />

statement.


Notes to the<br />

Financial Statements<br />

4 Operating loss before taxation<br />

YEAR ENDED<br />

31 DEC <strong>2010</strong><br />

US$’000<br />

GROUP<br />

YEAR ENDED<br />

31 DEC 2009<br />

US$’000<br />

The Group operating loss from continuing operations before<br />

taxation is stated after charging/(crediting):<br />

(a) Exploration expenses<br />

- inventory management 14 439<br />

- pre licence exploration costs 2,030 2,608<br />

- exploration expense recovered on farm out (4,009) -<br />

- exploration expenditure written off 13,308 18,844<br />

11,344 21,891<br />

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<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Group accounts | notes to the financial statements<br />

(b) Finance expense<br />

Foreign exchange gains & losses<br />

- loss on forward exchange contract - 8,209<br />

- other losses 429 2,822<br />

429 11,031<br />

(c) Administrative expenses include:<br />

Audit of the financial statements 385 216<br />

Other fees to auditors:<br />

- taxation services 14 10<br />

- other services 19 15<br />

418 241<br />

Operating lease payments - minimum lease payments 1,281 823<br />

Share-based compensation charge 825 2,588<br />

(d) Other expenses<br />

- loss on disposal of assets 14 22<br />

- amortisation of intangible non-current assets 17 33<br />

- depreciation of property, plant & equipment 735 576<br />

- amortisation - intangible assets 1 - 3,459<br />

766 4,090<br />

1 Intangible asset fully amortised as at 31 December 2009<br />

As permitted by s408 of the Companies Act 2006 the profit and loss account of the Company has not been separately<br />

presented in these accounts. The Company’s loss for the financial year amounted to US$8.0 million (31 December 2009:<br />

US$20.3 million).


52<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

Notes to the<br />

financial statements<br />

5 staff costs and Directors’ emoluments<br />

yeAr enDeD<br />

31 Dec <strong>2010</strong><br />

Us$’000<br />

grOUp<br />

yeAr enDeD<br />

31 Dec 2009<br />

Us$’000<br />

(a) staff<br />

Employee costs (including payments to executive directors) during the<br />

year/period comprised:<br />

Wages and salaries 7,031 5,049<br />

Social security costs 608 392<br />

Contributions to pension plans and superannuation funds 617 575<br />

Share-based compensation charge 333 1,643<br />

8,589 7,659<br />

(b) Directors’ emoluments<br />

(i) Aggregate compensation<br />

Salaries 1,908 1,763<br />

Bonuses 114 -<br />

Post-employment benefits 477 77<br />

Other benefits 33 4<br />

2,532 1,844<br />

(ii) Share based compensation charge 109 31<br />

(iii) Amounts paid to director related entities not included in (i) above<br />

(refer note 24) 201 94<br />

(iv) Amount paid to the highest paid director<br />

Remuneration paid to the highest paid director includes<br />

superannuation contributions of US$22,999 (2009: US$12,376) 948 756<br />

No options over shares were held by or were exercised by the highest paid<br />

director during the year or the comparative period.<br />

nUMBer<br />

nUMBer<br />

Number of directors to whom superannuation or pension benefits accrued<br />

during the year. 3.0 3.0<br />

Average number of persons employed (full time equivalents):<br />

CEO 1.0 1.0<br />

Exploration & technical 19.3 16.0<br />

Finance & commercial 10.4 7.0<br />

Support 4.6 3.8<br />

35.3 27.8


Notes to the<br />

financial statements<br />

6 share-based compensation<br />

(a) employee incentive share plans<br />

<strong>Ophir</strong> <strong>Energy</strong> Company Foundation Incentive Scheme<br />

<strong>Ophir</strong> <strong>Energy</strong> Company Foundation Incentive Scheme was<br />

established on 12 May 2004 shortly after the formation of<br />

the Company to attract new employees on start up. The<br />

plan provided for a total of 1,450,000 options to acquire<br />

ordinary shares at 1p per share to be issued to eligible<br />

employees. The Scheme was terminated on 24 November<br />

2005 and all options issued under the scheme have<br />

fully vested.<br />

<strong>Ophir</strong> energy company limited 2006 share<br />

Option plan<br />

On 5 April 2006 the Board resolved to establish the <strong>Ophir</strong><br />

<strong>Energy</strong> Company Limited 2006 Share Option Plan.<br />

Any employee of the Company or any Subsidiary or any<br />

Director of the Company or any Subsidiary who is required<br />

to devote to his duties substantially the whole of his<br />

working time is eligible to participate under the plan.<br />

At the grant date the Board of Directors determine the<br />

vesting terms, if any, subject to the proviso that no more<br />

than one half of the options become exercisable on the<br />

first and second anniversaries of the date of grant and<br />

any performance conditions are satisfied. Options have<br />

an exercise period of 10 years from the date of grant.<br />

The following table illustrates the number and weighted<br />

average exercise prices (“WAEP”) of, and movements in,<br />

share options during the period for both the above schemes.<br />

These are denominated in Pounds Sterling and have been<br />

translated to US Dollars using the closing exchange rate for<br />

presentation purposes.<br />

53<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

<strong>2010</strong> nUMBer <strong>2010</strong> wAep<br />

2009 nUMBer<br />

2009 wAep<br />

Outstanding options beginning of year<br />

8,498,080 $2.60/£1.63 7,848,080<br />

$2.46/£1.55<br />

Granted during the year<br />

-<br />

- 800,000 $3.98/£2.50<br />

Exercised during the year<br />

(320,000)<br />

$0.004/£0.0025<br />

(50,000) $0.004/£0.0025<br />

Lapsed during the year<br />

(717,500)<br />

$3.87/£2.50<br />

(100,000)<br />

$3.98/£2.50<br />

Outstanding options at end of year<br />

7,460,580 $2.50/£1.62<br />

8,498,080<br />

$2.60/£1.63<br />

Exercisable at end of year<br />

7,460,580<br />

$2.50/£1.62 7,055,580<br />

$2.31/£1.45<br />

No options were granted during the year and no options<br />

were exercised during the year (2009: Nil) or during the<br />

subsequent period up to the date of these Financial<br />

Statements.<br />

The weighted average fair value of options granted during<br />

the prior year was US$3.98. The range of exercise prices for<br />

options outstanding at the end of the year was US$0.0040<br />

to US$3.87 (2009: US$0.0040 to US$3.98) with a remaining<br />

exercise period in the range of 3 to 9 years.<br />

<strong>2010</strong> 2009<br />

Dividend yield (%)<br />

n/a -<br />

Volatility (%) n/a 18.5<br />

Risk-free interest rate (%) n/a 1.0<br />

Expected life of option (years) n/a 2<br />

Weighted average share price n/a £2.50 (US$4.16)<br />

The fair value of equity-settled share options granted is<br />

estimated as at the date of grant using a binomial model,<br />

taking into account the terms and conditions upon which<br />

the options were granted. The table to the right lists the<br />

inputs to the model used for the year ended 31 December<br />

2009. (No options were granted during in <strong>2010</strong>.)


54<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

Notes to the<br />

financial statements<br />

(c)<br />

share-based payments to suppliers of goods and services<br />

<strong>2010</strong> nUMBer <strong>2010</strong> wAep 2009 nUMBer 2009 wAep<br />

Outstanding options and warrants at beginning<br />

of year 5,794,346 $1.76 (£1.11) 7,394,346 $1.38 (£0.88)<br />

Exercised during the year - (1,600,000)<br />

$0.0040<br />

(£0.0025)<br />

Outstanding options and warrants at end of year<br />

(all exercisable) 5,794,346 $1.76 (£1.11) 5,794,346 $1.76 (£1.11)<br />

The fair value of options granted to suppliers of goods and services is determined by reference to the fair value of goods or<br />

services at the date they are received.<br />

On 3 September <strong>2010</strong> the maturity date for the exercise of 2,000,000 options otherwise maturing on 21 September <strong>2010</strong><br />

were extended to 21 September 2011. In accordance with IFRS 2 the fair value of the options were measured immediately<br />

before and after the extension of the maturity date, resulting in a US$492,000 charge to the Income Statement and a credit<br />

against the Option Premium Reserve. The following table lists the inputs to the model used for the purposes of measuring<br />

the fair value of the options immediately before and after the extension of the maturity date.<br />

<strong>2010</strong> 2009<br />

Dividend yield (%)<br />

- n/a<br />

Volatility (%)<br />

25.0<br />

n/a<br />

Risk-free interest rate (%)<br />

1.0<br />

n/a<br />

Expected life of option (years)<br />

2<br />

n/a<br />

Weighted average share price<br />

£2.50 (US$3.85)<br />

n/a<br />

No options or warrants were granted during the year or prior year. The range of exercise prices of options and warrants<br />

outstanding at the end of the year was US$0.0040 to US$3.56 (2009: US$0.0040 to US$3.66) with a remaining contractual<br />

life in the range of 9 months to 3 years.<br />

(d)<br />

share-based payments to Directors<br />

No shares or options were issued to Directors or Director related entities during the year, no options were exercised during<br />

the year and no options were held by Directors or Director related entities at 31 December <strong>2010</strong>.<br />

During the prior period a total of 700,000 options to acquire ordinary shares at a price of £2.50 per share under the Share<br />

Option Plan were granted to an Executive Director on his appointment under the terms of his employment contract.<br />

These options lapsed on resignation of the Director on 14 June <strong>2010</strong>.<br />

grOUp<br />

7 Taxation<br />

yeAr enDeD<br />

31 Dec <strong>2010</strong><br />

Us$’000<br />

yeAr enDeD<br />

31 Dec 2009<br />

Us$’000<br />

(a) income tax expense<br />

Current income Tax:<br />

UK corporation tax - -<br />

Foreign tax - -<br />

Total current income tax - -<br />

Deferred tax:<br />

Origination and reversal of temporary differences - -<br />

Tax charge in the income statement - -


Notes to the<br />

Financial Statements<br />

(b) Reconciliation of the total tax charge<br />

YEAR ENDED<br />

31 DEC <strong>2010</strong><br />

US$’000<br />

GROUP<br />

YEAR ENDED<br />

31 DEC 2009<br />

US$’000<br />

The tax benefit not recognised in the income statement is reconciled<br />

to the standard rate of corporation tax in the UK of 28% (2009: 28%).<br />

The differences are reconciled below:<br />

Loss on operations before taxation (19,278) (43,266)<br />

Loss on operations before taxation multiplied by the UK standard rate<br />

(5,398) (12,115)<br />

of corporation tax of 28% (2009: 28%)<br />

Non-deductible expenditure 35 16<br />

Share-based payments 233 1,693<br />

Expenditure in tax exempt jurisdictions 3,281 1,452<br />

Unrecognised deferred tax assets 1,886 8,986<br />

Other (37) (32)<br />

Total tax expense in the income statement - -<br />

55<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Group accounts | notes to the financial statements<br />

(c) Deferred income tax<br />

Deferred income tax balances at 31 December relate to the following:<br />

Deferred tax liabilities:<br />

Property, plant and equipment (34) (25)<br />

Deferred tax assets:<br />

Revenue tax losses 34 25<br />

- -<br />

(d) Unrecognised tax losses<br />

The Group has further tax losses arising in the UK and Australia totalling US$42,982,226 (2009: US$36,556,555)<br />

that are available to carry forward indefinitely to offset against future taxable profits of the companies in which<br />

the losses arose. Deferred tax assets have not been recognised in respect of these losses as there is not sufficient<br />

certainty that taxable income will be realised in the future due to the nature of the Group’s international<br />

exploration activities and the long lead times in either developing or otherwise realising exploration assets.<br />

(e) Other unrecognised temporary differences<br />

The Group has other unrecognised temporary differences in the UK, Australia and various African countries<br />

totalling US$130,340,205 (2009: US$117,675,653) in respect of provisions and exploration expenditure for which<br />

deferred tax assets have not been recognised.


56<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

Notes to the<br />

financial statements<br />

8 earnings per share<br />

The calculation of the basic and diluted earnings per share attributable<br />

to the ordinary equity holders is based on the following data:<br />

yeAr enDeD<br />

31 Dec <strong>2010</strong><br />

Us$’000<br />

grOUp<br />

yeAr enDeD<br />

31 Dec 2009<br />

Us$’000<br />

earnings<br />

Earnings for the purposes of basic and diluted earnings per share<br />

Loss for the year attributable to equity holders (19,278) (43,266)<br />

<strong>2010</strong><br />

Us$’000<br />

2009<br />

Us$’000<br />

number of shares<br />

Basic weighted average number of shares 225,267 224,071<br />

There were 13,254,926 (2009: 14,292,426) outstanding share options and<br />

warrants at 31 December <strong>2010</strong> which were anti-dilutive.<br />

There have been no issues of shares between the reporting date and the<br />

date of these Financial Statements.<br />

<strong>2010</strong><br />

Us$’000<br />

grOUp<br />

2009<br />

Us$’000<br />

<strong>2010</strong><br />

Us$’000<br />

cOMpAny<br />

2009<br />

Us$’000<br />

9 exploration and evaluation assets<br />

Capitalised exploration expenditure at the beginning<br />

of the year 238,295 229,847 49 49<br />

Foreign currency translation 2 13 - -<br />

Exploration expenditure incurred during the financial year (i) 45,071 27,312 - -<br />

Expenditure written off (ii) (13,308) (18,844) (49) -<br />

270,060 238,328 - 49<br />

Right to access geological data base 197 197 - -<br />

Accumulated amortisation of right to access geological<br />

data base (180) (164) - -<br />

Less: amortisation of right to access geological data base (17) (33) - -<br />

Capitalised exploration expenditure at the end of the year 270,043 238,295 - 49


Notes to the<br />

financial statements<br />

(i) Net of recovery of costs incurred in prior year on farm out of Tanzania assets (US$4,008,739).<br />

The Group recognised the impairment loss on the exploration expenditure noted above in accordance with the Group<br />

policy in note 2.6.<br />

(ii) Exploration written off relates to:<br />

(a) Licences in Gabon (US$438,696) and Somaliland (US$5,276,476) where the Group is negotiating with authorities<br />

to extend current exploration licence terms and where such negotiations were incomplete at 31 December <strong>2010</strong>.<br />

(b) Costs relating to exploration licences in Congo (Brazzaville) (US$1,031,106) and JDZ (US$167,834) where the<br />

Group is intending to or is likely to relinquish such licences at the end of their current licence terms.<br />

(c) Costs of US$6,338,924 relating to a Gabon licence for reasons of impairment.<br />

grOUp<br />

<strong>2010</strong><br />

2009<br />

Us$’000<br />

Us$’000<br />

cOMpAny<br />

<strong>2010</strong> 2009<br />

Us$’000 Us$’000<br />

57<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

10 property, plant and equipment<br />

Furniture and office equipment<br />

cost<br />

Balance at beginning of year<br />

3,692<br />

1,903 204<br />

132<br />

Foreign currency translation<br />

481<br />

519 -<br />

-<br />

Additions<br />

904<br />

1,319 334<br />

114<br />

Disposals<br />

(962)<br />

(49)<br />

(43) (42)<br />

Balance at end of year<br />

4,115 3,692<br />

495 204<br />

Accumulated depreciation<br />

Balance at beginning of year<br />

1,488<br />

686 78 50<br />

Foreign currency translation<br />

266 248 - -<br />

Disposals<br />

(117) (22) (18) (19)<br />

Depreciation charge for the year<br />

735 576 71 47<br />

Balance at end of year 2,372 1,488 131 78<br />

Book value<br />

At beginning of year 2,204 1,217 126 82<br />

At end of year 1,743 2,204 364 126<br />

There are no debts secured over any of the Group’s assets.


58<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

Notes to the<br />

financial statements<br />

11 investments in subsidiaries<br />

<strong>2010</strong><br />

Us$’000<br />

cOMpAny<br />

2009<br />

Us$’000<br />

(a) subsidiary companies<br />

shares at cost<br />

Balance at beginning of year<br />

- -<br />

Acquisitions - -<br />

Balance at end of year<br />

- -<br />

non current loans to subsidiaries<br />

Balance at beginning of year<br />

398,812<br />

355,745<br />

Advances during the year<br />

<strong>Ophir</strong> Holdings Limited<br />

51,096 42,838<br />

<strong>Ophir</strong> Services Pty Ltd<br />

1,005<br />

229<br />

Balance at end of year<br />

450,913<br />

398,812<br />

Allowance for impairment<br />

Balance at the beginning of the year<br />

(104,006) (103,545)<br />

Additional allowance<br />

(2,116) (461)<br />

Balance at end of year<br />

(106,122)<br />

(104,006)<br />

Total<br />

344,791<br />

294,806<br />

Book value<br />

At beginning of year<br />

294,806 252,200<br />

At end of year 344,791 294,806<br />

Loans to subsidiaries are unsecured, interest free and form part of the Parent Company’s investments in subsidiaries.<br />

The loans have no particular repayment terms and the Parent Company has indicated that it does not intend to demand<br />

repayment in the foreseeable future. The impairment charge primarily relates to a reduction in value of the subsidiaries<br />

associated with the write off of exploration expenditure.<br />

Loans to subsidiaries are denominated in US Dollars.


Notes to the<br />

Financial Statements<br />

(b) The Parent Company has investments in the following subsidiary undertakings:<br />

Subsidiaries of <strong>Ophir</strong> <strong>Energy</strong> plc<br />

COUNTRY<br />

OF<br />

INCORPORATION<br />

PRINCIPAL<br />

ACTIVITY<br />

CLASS<br />

OF<br />

SHARES<br />

HOLDING<br />

BOOK<br />

VALUE OF<br />

INVESTMENT<br />

<strong>2010</strong> (US$)<br />

BOOK<br />

VALUE OF<br />

INVESTMENT<br />

2009 (US$)<br />

<strong>Ophir</strong> Services Pty Ltd Australia Exploration Ordinary 100% 2 2<br />

<strong>Ophir</strong> Holdings Limited Jersey C.I. Exploration Ordinary 100% 8 8<br />

<strong>Ophir</strong> Asia Limited Jersey C.I. Dormant Ordinary 100% - -<br />

COUNTRY<br />

OF<br />

INCORPORATION<br />

PRINCIPAL<br />

ACTIVITY<br />

CLASS OF<br />

SHARES<br />

10 10<br />

HOLDING<br />

<strong>2010</strong> 2009<br />

59<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Group accounts | notes to the financial statements<br />

Subsidiaries of <strong>Ophir</strong> Holdings Limited<br />

<strong>Ophir</strong> AGC (Profond) Limited Jersey C.I. Exploration Ordinary 100% 100%<br />

<strong>Ophir</strong> Congo (Marine IX) Limited Jersey C.I. Exploration Ordinary 100% 100%<br />

<strong>Ophir</strong> Equatorial Guinea Holdings Limited Jersey C.I. Exploration Ordinary 100% 100%<br />

<strong>Ophir</strong> Gabon (Gnondo) Limited Jersey C.I. Exploration Ordinary 100% 100%<br />

<strong>Ophir</strong> Gabon (Manga) Limited Jersey C.I. Exploration Ordinary 100% 100%<br />

<strong>Ophir</strong> Gabon (Mbeli) Limited Jersey C.I. Exploration Ordinary 100% 100%<br />

<strong>Ophir</strong> Gabon (Ntsina) Limited Jersey C.I. Exploration Ordinary 100% 100%<br />

<strong>Ophir</strong> JDZ Limited Jersey C.I. Exploration Ordinary 100% 100%<br />

<strong>Ophir</strong> Somaliland (Berbera) Limited Jersey C.I. Exploration Ordinary 100% 100%<br />

<strong>Ophir</strong> Madagascar Limited Jersey C.I. Exploration Ordinary 100% 100%<br />

<strong>Ophir</strong> Tanzania (Block 1) Limited Jersey C.I. Exploration Ordinary 0% 100% a<br />

<strong>Ophir</strong> Tanzania (Block 3) Limited Jersey C.I. Exploration Ordinary 0% 100% a<br />

<strong>Ophir</strong> Tanzania (Block 4) Limited Jersey C.I. Exploration Ordinary 0% 100% a<br />

<strong>Ophir</strong> East Africa Holdings Limited Jersey C.I. Exploration Ordinary 100% 0% b<br />

<strong>Ophir</strong> East Africa (1) Limited Jersey C.I. Inactive Ordinary 100% 100%<br />

Subsidiary of <strong>Ophir</strong> Equatorial Guinea Holdings Limited<br />

<strong>Ophir</strong> Equatorial Guinea (Block R) Limited Jersey C.I. Exploration Ordinary 100% 100%<br />

Subsidiary of <strong>Ophir</strong> JDZ Limited<br />

<strong>Ophir</strong> <strong>Energy</strong> Company Nigeria (JDZ) Limited Nigeria Exploration Ordinary 100% 100%<br />

Subsidiaries of <strong>Ophir</strong> East Africa Holdings Limited (b)<br />

<strong>Ophir</strong> Tanzania (Block 1) Limited Jersey C.I. Exploration Ordinary 100% 0% a<br />

<strong>Ophir</strong> Tanzania (Block 3) Limited Jersey C.I. Exploration Ordinary 100% 0% a<br />

<strong>Ophir</strong> Tanzania (Block 4) Limited Jersey C.I. Exploration Ordinary 100% 0% a<br />

a <strong>Ophir</strong> Tanzania (Block 1) Limited, <strong>Ophir</strong> Tanzania (Block 3) Limited, <strong>Ophir</strong> Tanzania (Block 4) Limited became subsidiaries of <strong>Ophir</strong> East Africa<br />

Holdings Limited during the year.<br />

b <strong>Ophir</strong> East Africa (2) Limited changed its name to <strong>Ophir</strong> East Africa Holdings Limited and acquired the entire share capital of <strong>Ophir</strong> Tanzania<br />

(Block 1) Limited, <strong>Ophir</strong> Tanzania (Block 3) Limited and <strong>Ophir</strong> Tanzania (Block 4) Limited during the year.<br />

All subsidiaries have a functional currency of US Dollars with the exception of <strong>Ophir</strong> Services Pty Ltd which<br />

has an Australian Dollar functional currency.


60<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

Notes to the<br />

financial statements<br />

12 Other financial assets<br />

<strong>2010</strong><br />

Us$’000<br />

grOUp<br />

2009<br />

Us$’000<br />

<strong>2010</strong><br />

Us$’000<br />

cOMpAny<br />

2009<br />

Us$’000<br />

Current<br />

Security deposits - 1,200 - 1,200<br />

- 1,200 - 1,200<br />

Security deposits are floating interest<br />

deposits pledged to third parties or banks as<br />

security in relation to the Group’s exploration<br />

commitments. There are no receivables that<br />

are past due or impaired.<br />

Non current<br />

Security deposits 700 288 418 -<br />

13 inventory<br />

Drilling consumables (at cost) 9,058 9,116 - -<br />

14 Trade and other<br />

receivables<br />

Other debtors 3,070 1,136 665 393<br />

Amounts owed by subsidiary undertakings - - 158 242<br />

Receivable from joint venture partners<br />

42,225 - - -<br />

(refer note 17)<br />

45,295 1,136 823 635<br />

Refer to note 2.9 for terms and conditions.<br />

All debtors are current. There are no<br />

receivables that are past due or impaired.<br />

Due to the short-term nature of these<br />

receivables, their carrying value is assumed<br />

to approximate their fair value.<br />

15 Other current assets<br />

Prepayments 130 1,015 - -<br />

130 1,015 - -


Notes to the<br />

financial statements<br />

16 cash and short term<br />

deposits<br />

<strong>2010</strong><br />

Us$’000<br />

grOUp<br />

2009<br />

Us$’000<br />

<strong>2010</strong><br />

Us$’000<br />

cOMpAny<br />

2009<br />

Us$’000<br />

Cash 19,925 10,077 4,364 6,195<br />

Short-term deposit 70,000 125,000 70,000 125,000<br />

Cash and short-term deposits 89,925<br />

135,077 74,364<br />

131,195<br />

Cash at banks earn interest at floating rates based on daily bank deposit rates. Short-term deposits are made for<br />

varying periods of up to twelve months, depending on the immediate cash requirements of the Group and earn<br />

interest at the various short-term deposit rates. There are no deposits that are past due or impaired.<br />

61<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

17 Trade and other payables<br />

Amounts falling due within one (1) year<br />

Trade creditors<br />

2,121 5,833<br />

389<br />

689<br />

Accruals<br />

15,381 7,628<br />

433<br />

3<br />

Payables in relation to joint venture partner a<br />

42,225<br />

- - -<br />

59,727 13,461 822 692<br />

Refer to notes 2.12 and 2.15 for terms and<br />

conditions.<br />

a<br />

The Group has a liability in respect of a joint venture partner’s share of liabilities arising under contracts entered into by a subsidiary.<br />

This amount is offset by a receivable of the same amount included in note 14.<br />

18 provisions<br />

Amounts falling due within one (1) year<br />

Employee provisions for annual leave 611 522 192 392<br />

Amounts falling due after more than<br />

one (1) year<br />

Employee provisions for long service leave 310 252 - -


62<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

Notes to the<br />

financial statements<br />

19 called up share capital<br />

grOUp & cOMpAny<br />

<strong>2010</strong><br />

Us$’000<br />

2009<br />

Us$’000<br />

(a) Authorised<br />

2,000,000,000 ordinary shares of 0.25p each<br />

7,963 7,963<br />

(b) called up, allotted and fully paid<br />

225,025,528 ordinary shares of 0.25p in issue at the beginning of the year<br />

(year ended 31 December 2009: 197,053,738)<br />

1,041 926<br />

ordinary shares of 0.25p each issued during the year (year ended 31 December<br />

2009: 26,321,790)<br />

- 108<br />

320,000 ordinary shares of 0.25p each issued during the year on exercise of<br />

options (year ended 31 December 2009: 1,650,000)<br />

1<br />

7<br />

225,345,528 ordinary shares of 0.25p each at 31 December <strong>2010</strong> (year ended<br />

31 December 2009: 225,025,528)<br />

1,042<br />

1,041<br />

The balances classified as called up, allotted and fully paid share capital represents the nominal value of the total number of<br />

issued shares of the Company of 0.25p each.<br />

Fully paid shares carry one vote per share and carry the right to dividends.


Notes to the<br />

Financial Statements<br />

20 Reserves<br />

AS AT<br />

31 DEC <strong>2010</strong><br />

US$’000<br />

GROUP<br />

AS AT<br />

31 DEC 2009<br />

US$’000<br />

AS AT<br />

31 DEC <strong>2010</strong><br />

US$’000<br />

COMPANY<br />

AS AT<br />

31 DEC 2009<br />

US$’000<br />

Share premium account a 417,048 417,048 417,048 417,048<br />

Reserves:<br />

Option premium reserve b 23,853 23,028 23,853 23,028<br />

Equity component of convertible bond c 669 669 669 669<br />

Consolidation reserve d (500) (500) - -<br />

Special reserve e 156,435 156,435 156,435 156,435<br />

Translation reserve f 5,736 5,134 11,839 11,839<br />

Accumulated losses (248,037) (228,759) (191,140) (183,133)<br />

(61,844) (43,993) 1,656 8,838<br />

63<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Group accounts | notes to the financial statements<br />

Notes on reserves:<br />

a The share premium account represents the total net proceeds on issue of the Company’s shares in excess of their nominal value of 0.25p per<br />

share less amounts transferred to the Special Reserve.<br />

b The option premium reserve represents the cost of share-based payments to Directors, employees and third parties.<br />

c This balance represents the equity component of the convertible bond, net of costs and tax as a result of the separation of the instrument into<br />

its debt and equity components. The bond was converted into 21,661,476 ordinary shares of 0.25p each on 21 May 2008.<br />

d The consolidation reserve represents a premium on acquisition of a minority interest in a controlled entity.<br />

e The Special Reserve was created on reduction of the Company’s share capital on 26 July 2007. The Special Reserve will be available to offset<br />

accumulated losses once all creditors who were in existence at the date of the transfer from share premium have been settled.<br />

f The foreign currency translation reserve is used to record unrealised exchange differences arising from the translation of the Financial<br />

Statements of entities within the Group that have a functional currency other than US dollars.


64<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

Notes to the<br />

financial statements<br />

21 notes to the statement of<br />

cash Flows<br />

As AT<br />

31 Dec<br />

<strong>2010</strong><br />

Us$’000<br />

grOUp<br />

As AT<br />

31 Dec<br />

2009<br />

Us$’000<br />

As AT<br />

31 Dec<br />

<strong>2010</strong><br />

Us$’000<br />

cOMpAny<br />

As AT<br />

31 Dec<br />

2009<br />

Us$’000<br />

Reconciliation of operating profit to net cash<br />

inflow from operating activities<br />

Operating loss before taxation (19,278) (43,266) (8,007) (20,302)<br />

Adjustments to reconcile operating loss before<br />

tax to net cash flows from operating activities<br />

Depreciation of property, plant and equipment 735 576 71 47<br />

Amortisation of geological databases 17 33 - -<br />

Amortisation of intangible assets - 3,459 - 3,459<br />

(Profit)/Loss on disposal of assets 14 22 4 (19)<br />

Provision for employee entitlements 147 211 5 30<br />

Foreign currency exchange losses 234 194 14 166<br />

Share-based payments 825 2,588 825 2,588<br />

Exploration expenditure written off 13,308 18,844 49 -<br />

Impairment allowance on intercompany loans - - 2,116 461<br />

Fair value of forward exchange contract - 8,209 - 8,209<br />

Exploration recovery on farm out (4,009) - - -<br />

Working capital adjustments<br />

Increase in inventory (4,286) (3,315)<br />

(Decrease)/Increase in trade and other<br />

payables (12) 296 (74) 51<br />

Increase in trade and other receivables (449) 1,755 362 1,004<br />

cash utilised in operations (12,754) (10,394) (4,635) (4,306)<br />

Income taxes paid - - - -<br />

net cash flow used in operating activities (12,754) (10,394) (4,635) (4,306)


Notes to the<br />

financial statements<br />

22 interests in joint ventures<br />

The Group has the following joint venture interests:<br />

cOUnTry<br />

AsseT<br />

BeneFiciAl<br />

inTeresT (%)<br />

AGC (Operator) Profond<br />

83*<br />

Congo (Brazzaville) Marine IX<br />

31.5<br />

Equatorial Guinea (Operator)<br />

Block R<br />

80<br />

Gabon (Operator)<br />

Mbeli<br />

90<br />

65<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

Gabon (Operator)<br />

Ntsina 90<br />

Gabon (Operator)<br />

Manga<br />

85<br />

Gabon (Operator)<br />

Gnondo<br />

90<br />

Madagascar (Operator)<br />

Marovoay<br />

80<br />

Nigeria - São Tomé/Principe JDZ<br />

Block 3<br />

4**<br />

SADR (Operator)<br />

Daora<br />

50<br />

SADR (Operator)<br />

Haouza 50<br />

SADR (Operator)<br />

Mahbes<br />

50<br />

SADR (Operator)<br />

Mijek<br />

50<br />

Somaliland (primarily onshore) (Operator)<br />

Berbera<br />

75<br />

Tanzania (Operator)<br />

Block 1<br />

40<br />

Tanzania (Operator)<br />

Block 3 40<br />

Tanzania (Operator)<br />

Block 4 40<br />

*current position, subject to farm out.<br />

**relinquished post 31 December <strong>2010</strong>.<br />

Capital commitments relating to these projects are included in note 23(b). There are no contingent liabilities<br />

associated with these projects.


66<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

Notes to the<br />

financial statements<br />

23 expenditure commitments<br />

<strong>2010</strong><br />

Us$’000<br />

grOUp<br />

2009<br />

Us$’000<br />

<strong>2010</strong><br />

Us$’000<br />

cOMpAny<br />

2009<br />

Us$’000<br />

(a) lease commitments<br />

At 31 December <strong>2010</strong> the Group was committed to making the following future minimum lease payments in respect<br />

of operating leases over land and buildings with lease termination dates between 1 and 4 years:<br />

Due within one (1) year<br />

1,531 834<br />

665 125<br />

Due later than one (1) year but within<br />

2,638 1,586<br />

1,030 -<br />

four (4) years<br />

4,169<br />

2,420 1,695<br />

125<br />

(b) exploration expenditure commitments<br />

In acquiring its oil and gas interests the Group has pledged that various work programmes will be undertaken on<br />

each permit/interest. The exploration commitments below are an estimate of the net cost to the Group of performing<br />

these work programmes.<br />

Due within one (1) year<br />

37,211<br />

5,164 - -<br />

Due later than one (1) year but within<br />

1,138<br />

19,118<br />

- -<br />

two (2) years<br />

Due later than two (2) years but within<br />

728<br />

40,971<br />

-<br />

-<br />

five (5) years<br />

39,077 65,253<br />

-<br />

-<br />

(c) rig commitments<br />

The Company is party to a rig sharing agreement with a major oil company. The Agreement provided availability to<br />

the use of the West Polaris drillship for up to 300 days over an approximate two (2) year period from 1 January <strong>2010</strong>.<br />

The arrangement is flexible and allows the Group, subject to specified notice periods, to defer or hand back periods<br />

(“contract slots”) in the scheduled rig programme which are allocated to the Group. During <strong>2010</strong> the Company<br />

handed back 124 days leaving a total of 176 days available to the Group during 2011/12. As at the date of this report<br />

the Group had no firm expenditure commitment relating to the rig.<br />

24 related party transactions<br />

(a) identity of related parties<br />

The Company has related party relationships with its subsidiaries (refer note 11), its Directors and companies<br />

associated with its directors identified in the following paragraph.<br />

Recharges from the Company to subsidiaries in the year were US$3,523,210 (2009: US$2,197,332).<br />

Transactions between the Company and its subsidiaries have been eliminated on consolidation.<br />

(b) payments to Director/key management personnel related entities<br />

The Company made payments of US$93,872 (year ended 31 December 2009: US$93,956) to Vectis Petroleum<br />

Limited, a company associated with Mr J Lander, for the provision of Mr Lander’s service as a Director and<br />

US$107,128 (year ended 31 December 2009: nil) to Barbican Global Limited, a company associated with Mr L Powell,<br />

for the provision of Mr Powell’s service as a Director.


Notes to the<br />

Financial Statements<br />

25 Borrowing facilities<br />

The Company and the Group had no borrowing facilities as at 31 December <strong>2010</strong> (2009: Nil).<br />

26 Financial risk management and financial instruments<br />

Strategy and objectives<br />

The Group’s principal financial assets and liabilities comprise cash and short-term deposits and various items, such<br />

as receivables and trade and other payables, which arise directly from its operations. The main purpose of these<br />

financial instruments is to manage short-term cash flow and provide finance for the Group’s operations.<br />

The Group’s senior management oversees the management of financial instrument risk and the Board of Directors<br />

has established an Audit Committee to assist in the identification and evaluation of significant financial risks. Where<br />

appropriate, consultation is sought with an external advisor to determine the appropriate response to identified risks.<br />

The Group does not trade in derivatives for speculative purposes.<br />

67<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Group accounts | notes to the financial statements<br />

The main risks that could adversely affect the Group’s financial assets, liabilities or future cash flows are foreign<br />

currency, interest rate and credit risks.<br />

(a) Significant accounting policies<br />

Details of significant accounting policies and methods adopted in respect of each class of financial assets, financial<br />

liability and equity instrument are disclosed in note 2 to the Financial Statements.<br />

(b) Credit risk<br />

Credit risk refers to the risk that a third party will default on its contractual obligations resulting in financial loss to the<br />

Company or Group. The Company and Group’s maximum exposure to credit risk of third parties is the aggregate of<br />

the carrying value of its security deposits, cash and short-term deposits, and trade and other receivables.<br />

The Group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it the<br />

Group’s policy to securitise its trade and other receivables<br />

In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s experience of bad<br />

debts has not been significant.<br />

Credit quality of financial assets<br />

EQUIVALENT S&P RATING*<br />

A-1 AND<br />

ABOVE<br />

A-2 AND<br />

BELOW<br />

INTERNALLY RATED<br />

NO DEFAULT<br />

CUSTOMERS TOTAL<br />

Year ended 31 December <strong>2010</strong><br />

Current financial assets<br />

Cash and cash equivalents 69,649 20,213 - 89,862<br />

Trade and other receivables - - 3,070 3,070<br />

69,649 20,213 3,070 92,932<br />

Non-current financial assets<br />

Security deposits - 700 - 700<br />

- 700 - 700<br />

*The equivalent S&P rating of the financial assets represents that rating of the counterparty with whom the financial asset is held rather<br />

than the rating of the financial asset itself.


68<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

Notes to the<br />

financial statements<br />

eQUivAlenT s&p rATing*<br />

A-1 AnD<br />

ABOve<br />

A-2 AnD<br />

BelOw<br />

inTernAlly rATeD<br />

nO DeFAUlT<br />

cUsTOMers TOTAl<br />

year ended 31 December 2009<br />

Current financial assets<br />

Cash and cash equivalents 134,662 369 - 135,031<br />

Security deposits - 1,200 - 1,200<br />

Trade and other receivables - - 1,136 1,136<br />

134,662 1,569 1,136 137,367<br />

Non-current financial assets<br />

Security deposits - 288 - 288<br />

- 288 - 288<br />

*The equivalent S&P rating of the financial assets represents that rating of the counterparty with whom the financial asset is held rather<br />

than the rating of the financial asset itself.<br />

Credit risk on cash and short term deposits is managed by limiting the term of deposits to periods of less than<br />

6 months and selecting counterparty financial institutions with reference to long- and short-term credit ratings<br />

published by Standard & Poors.<br />

Fair values<br />

The maximum exposure to credit risk is the fair value of security deposits and receivables. Collateral is not held<br />

as security.<br />

The fair values and carrying values of non-current receivables of the Group are as follows:<br />

cArrying<br />

AMOUnT<br />

Us$’000<br />

<strong>2010</strong> 2009<br />

FAir vAlUe<br />

Us$’000<br />

cArrying<br />

AMOUnT<br />

Us$’000<br />

FAir vAlUe<br />

Us$’000<br />

Security deposits 700 652 288 238<br />

700 652 288 238<br />

There are no non-current receivables in the Company.<br />

The fair values are based on cash flows discounted at a rate reflecting current market rates adjusted for counterparty<br />

credit risk (refer note 26(g)).<br />

(c) interest rate risk<br />

As of 31 December <strong>2010</strong>, the Group’s interest rate risk is limited to interest receivable on deposits and bank balances<br />

as it has no borrowings.<br />

The Group’s exposure to the risk of changes in market interest rate relates primarily to the Group’s cash assets held<br />

primarily in short-term cash deposits. The Board monitors its cash balance on an ongoing basis and liaises with its<br />

financiers regularly to mitigate the risk of a fluctuating interest rate. The benchmark rate used for short-term deposits<br />

is US LIBOR.


Notes to the<br />

financial statements<br />

<strong>2010</strong><br />

Us$’000<br />

grOUp<br />

2009<br />

Us$’000<br />

<strong>2010</strong><br />

Us$’000<br />

cOMpAny<br />

2009<br />

Us$’000<br />

Financial assets<br />

Security deposits 700 1,488 - 1,200<br />

Cash and cash equivalents 89,925 135,077 74,364 131,195<br />

Net exposure 90,625 136,565 74,364 132,395<br />

The following table demonstrates the sensitivity to a reasonable possible change in interest rates with all other<br />

variables held constant, of the Group’s loss before tax for a 12 month period through the impact on floating rate<br />

deposits and cash equivalent:<br />

increAse/DecreAse in<br />

inTeresT rATe<br />

grOUp<br />

eFFecT On<br />

eFFecT On<br />

lOss<br />

lOss<br />

31 Dec <strong>2010</strong><br />

31 Dec 2009<br />

cOMpAny<br />

eFFecT On<br />

eFFecT On<br />

lOss<br />

lOss<br />

31 Dec <strong>2010</strong><br />

31 Dec 2009<br />

69<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

+0.5%<br />

583 677<br />

524<br />

662<br />

-0.5%<br />

(583)<br />

(677) (524)<br />

(662)<br />

The sensitivity in <strong>2010</strong> was maintained at 0.5% as interest rate volatilities remain similar to those in the prior period.<br />

(d) Foreign currency risk<br />

The Group has currency exposures arising from assets and liabilities denominated in foreign currencies and<br />

transactions executed in currencies other than the respective functional currencies.<br />

The Company and all of its principal operating subsidiaries, with the exception of <strong>Ophir</strong> Services, have adopted<br />

US Dollars as their functional and reporting currencies as this represents the currency of their primary economic<br />

environment as the majority of the Group’s funding and expenditure is US Dollars. <strong>Ophir</strong> Services has adopted the<br />

Australian Dollar as its functional currency.<br />

The Group’s exposure to foreign currency risk is managed by holding the majority of its funds in US Dollars, as a<br />

natural hedge, with remaining funds being held in Pounds Sterling and Australian Dollars to meet commitments in<br />

those currencies.<br />

As at 31 December <strong>2010</strong>, the Group’s predominant exposure to foreign exchange rates related to cash and cash<br />

equivalents held in Pounds Sterling by companies with US Dollar functional currencies.<br />

At the Balance Sheet date, the Group had the following exposure to Pounds Sterling (“GBP”), CFA Franc BEAC<br />

(“XAF”), Tanzania Shilling (“TZS”), Euros (“EUR”) and Australian Dollars (“AUD”) foreign currency that is not<br />

designated in cash flow hedges:


70<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs<br />

Notes to the<br />

financial statements<br />

grOUp<br />

cOMpAny<br />

<strong>2010</strong><br />

Us$’000<br />

2009<br />

Us$’000<br />

<strong>2010</strong><br />

Us$’000<br />

2009<br />

Us$’000<br />

Financial assets<br />

Cash and cash equivalents<br />

AUD 150 45 - -<br />

EUR 106 38 48 -<br />

GBP 263 2,372 189 2,326<br />

TZS 29<br />

- - -<br />

XAF 340 560<br />

- -<br />

888 3,015<br />

237 2,326<br />

Financial liabilities<br />

Trade and other payables<br />

AUD<br />

(184)<br />

(310)<br />

- -<br />

EUR<br />

(278)<br />

(245)<br />

- -<br />

GBP<br />

(487)<br />

(420)<br />

(384)<br />

(393)<br />

(949)<br />

(975)<br />

(384)<br />

(393)<br />

net exposure<br />

(61) 2,040<br />

(147)<br />

1,933<br />

At 31 December <strong>2010</strong>, had the US Dollar moved, as illustrated in the table below, with all other variables held<br />

constant, post-tax profit and other comprehensive income would have been affected as follows:<br />

pOsT TAX lOss<br />

higher/(lOwer)<br />

<strong>2010</strong><br />

2009<br />

Us$’000<br />

Us$’000<br />

OTher cOMprehensive<br />

incOMe higher/(lOwer)<br />

<strong>2010</strong><br />

2009<br />

Us$’000<br />

Us$’000<br />

Group<br />

US Dollar to GBP Sterling +5% (2009: +5%)<br />

11<br />

(98) - -<br />

US Dollar to GBP Sterling -5% (2009: -5%) (11) 98 - -<br />

US Dollar to AUD +5% (2009: +5%)<br />

(2) 13 30 51<br />

US Dollar to AUD -5% (2009: -5%) 2 (13) (30) (51)<br />

US Dollar to EUR +5% (2009: +5%) (9) (10) - -<br />

US Dollar to EUR -5% (2009: -5%) 9 10 - -<br />

US Dollar to XAF +5% (2009: +5%) 17 28 - -<br />

US Dollar to XAF -5% (2009: -5%) (17) (28) - -<br />

US Dollar to TZS +5% (2009: +5%) 1 28 - -<br />

US Dollar to TZS -5% (2009: -5%) (1) (28) - -<br />

Parent<br />

US Dollar to GBP Sterling +5% (2009: +5%) 10 (97) - -<br />

US Dollar to GBP Sterling -5% (2009: -5%) (10) 97 - -<br />

US Dollar to EUR +5% (2009: +5%) (2) - - -<br />

US Dollar to EUR -5% (2009: -5%) 2 - - -


Notes to the<br />

Financial Statements<br />

Significant assumptions used in the foreign currency exposure sensitivity analysis include:<br />

• Reasonably possible movements in foreign exchange rates were determined based on a review of the last two<br />

years’ historical movements and economic forecasters’ expectations.<br />

• The reasonably possible movement was calculated by taking the US Dollar spot rate as at balance date, moving<br />

this spot rate by the reasonably possible movements and then re-converting the US Dollar into Australian Dollar<br />

with the “new spot rate”. This methodology reflects the translation methodology undertaken by the Group.<br />

(e) Liquidity risk<br />

The Group has a liquidity risk arising from its ability to fund its liabilities and exploration commitments. This risk is<br />

managed by ensuring that the Group has sufficient funds to meet those commitments by monitoring the expected<br />

total cash in and out flows on a continuous basis.<br />

All of the Group and Company’s trade creditors and other payables (note 17) are payable in less than six months.<br />

(f) Derivative instruments<br />

The Company and Group did not make use of derivative instruments during the year.<br />

71<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

Group accounts | notes to the financial statements<br />

(g) Disclosure of fair values<br />

The carrying value of security deposits and financial liabilities disclosed in the Financial Statements as at 31 December<br />

<strong>2010</strong> approximate their fair value for both the Company and Group.<br />

The Group uses various methods in estimating the fair value for financial instruments carried at fair value in the<br />

Financial Statements. The methods comprise:<br />

Level 1<br />

Level 2<br />

Level 3<br />

the fair value is calculated using quoted prices in active markets.<br />

the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable<br />

for the asset or liability, either directly (as price) or indirectly (derived from prices).<br />

the fair value is estimated using inputs for the asset or liability that are not based on observable<br />

market data.<br />

There were no transfers between levels during the year.<br />

(h) Capital management<br />

Capital consists of equity attributable to the equity holders of the Parent. The primary objective of the Group’s<br />

capital management is to ensure it has sufficient funds to carry out its exploration and potential development<br />

activities. At 31 December <strong>2010</strong> the Group had no debt, other than payables as part of normal working capital.


72<br />

<strong>Ophir</strong> energy plc |<br />

<strong>2010</strong> ANNUAL REPORT<br />

This page has been left intentionally blank


Corporate<br />

directory<br />

DirecTOrs<br />

non executive chairman<br />

Nicholas Smith<br />

executive Directors<br />

Alan Stein - Managing Director<br />

Jonathan Taylor - Executive Director - New Business &<br />

Deputy Managing Director<br />

non executive Directors<br />

Arun Balakrishnan<br />

Michael Cohen<br />

Jaroslaw Paczek<br />

Rajan Tandon<br />

Mikki Xayiya<br />

Jacob Ulrich (Alternate Director for Mikki Xayiya)<br />

Stefan Krieglstein (Alternate Director for Jaroslaw Paczek)<br />

independent non executive Directors<br />

John Lander<br />

Dennis McShane<br />

Lyndon Powell<br />

company secretary<br />

Prism CoSec Limited<br />

271 Regent Street<br />

London W1B 2ES<br />

United Kingdom<br />

73<br />

<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />

grOUp AccOUnTs | CORPORATE diRECTORy<br />

registered Office<br />

55 Grosvenor Street<br />

London W1K 3HY<br />

United Kingdom<br />

Auditors<br />

Ernst & Young LLP<br />

1 More London Place<br />

London SE1 2AF<br />

United Kingdom<br />

solicitors<br />

Linklaters<br />

One Silk Street<br />

London EC2Y 8HQ<br />

United Kingdom<br />

BAnKers<br />

England:<br />

HSBC Bank plc<br />

70 Pall Mall<br />

London SW1 5EY<br />

United Kingdom<br />

England:<br />

Standard Bank Plc<br />

25 Dowgate Hill<br />

London EC4R 2SB<br />

United Kingdom<br />

Australia:<br />

HSBC Bank Australia Limited<br />

188 - 190 St George’s Terrace<br />

Perth WA 6000<br />

Australia<br />

<strong>Ophir</strong> OFFices<br />

55 Grosvenor Street<br />

London W1K 3HY<br />

United Kingdom<br />

464 Hay Street<br />

Subiaco WA 6008<br />

PO Box 463<br />

West Perth WA 6872<br />

Australia<br />

Plot 1228, Block 2,<br />

Masaki Street<br />

Msasani Peninsula<br />

PO Box 23184<br />

Dar es Salaam<br />

United Republic of Tanzania<br />

APDO 274<br />

<strong>Ophir</strong> House<br />

Km 5, Carretera Aeropuerto<br />

Malabo<br />

Equatorial Guinea<br />

Tel: +44 (0)20 7290 5800<br />

Fax: +44 (0)20 7290 5821<br />

Tel: +61 (0)8 9212 9600<br />

Fax: +61 (0)8 9212 9699<br />

Tel: +255 (0)22 221 5500<br />

Fax: +255 (0)22 221 5599<br />

Tel: +240 333 09 84 74<br />

Fax: +240 333 09 86 26<br />

www.ophir-energy.com<br />

info@ophir-energy.com

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