Annual Report 2010 - Ophir Energy
Annual Report 2010 - Ophir Energy
Annual Report 2010 - Ophir Energy
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
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 />
15<br />
<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />
BUsiness review | OPERATiONs REviEw<br />
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.
16<br />
<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />
BUsiness review | OPERATiONs REviEw<br />
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 />
17<br />
<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />
BUsiness review | OPERATiONs REviEw<br />
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.
18<br />
<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />
BUsiness review | OPERATiONs REviEw<br />
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 />
19<br />
<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />
BUsiness review | OPERATiONs REviEw<br />
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.
20<br />
<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />
BUsiness review | fiNANCiAL REviEw<br />
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 />
<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />
grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs
46<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 />
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 />
<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 />
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 />
49<br />
<strong>Ophir</strong> energy plc | <strong>2010</strong> ANNUAL REPORT<br />
grOUp AccOUnTs | NOTEs TO THE fiNANCiAL sTATEmENTs
50<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 />
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 />
51<br />
<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