Regulatory Filings • Nov 25, 2021
Regulatory Filings
Open in ViewerOpens in native device viewer
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended immediately to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all of your shares in Pharos Energy plc, you should pass this document, with the accompanying Form of Proxy, without delay to the stockbroker, bank or other person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares except that such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations. If you sell or have sold part only of your holding of shares in Pharos Energy plc, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected.
(Incorporated and registered in England and Wales with registered number 03300821)
Proposed farm-out of a 55% working interest in the El Fayum and North Beni Suef Concessions, Egypt to the IPR Energy Group
This Circular should be read as a whole. Your attention is drawn to the letter from the Chair of Pharos Energy plc (the "Company" or "Pharos") which is set out at Part I of this Circular and which recommends you to vote in favour of the Resolution to be proposed at the General Meeting referred to below. Please also see Part II of this Circular for a discussion of certain risk factors that you should consider carefully when deciding whether or not to vote in favour of the Resolution to be proposed at the General Meeting. The whole of this Circular should be read in light of these risk factors.
Notice of the General Meeting of Pharos to be held at the offices of Shepherd and Wedderburn LLP, 5 Cheapside, Octagon Point, London EC2V 6AA at 10.00 a.m. on 14 December 2021, is set out at the end of this Circular.
A Form of Proxy for use in connection with the General Meeting is enclosed with this document. At present, public health guidance and legislation issued by the UK Government in relation to the COVID-19 pandemic would permit public gatherings and travel at the date of the General Meeting. However, due to the continuing potential health risks from public gatherings because of the COVID-19 pandemic, Shareholders are strongly encouraged to appoint the chair of the General Meeting as their proxy and to give their instructions on how they wish the chair of the General Meeting to vote on the Resolution on their behalf. If it becomes necessary or desirable to change the arrangements for the General Meeting, for example due to the application of further public health guidance or legislation that restricts or prevents attendance at the General Meeting, the Company will notify shareholders before the General Meeting via its website at www.pharos.energy and, where appropriate, through the release of an announcement to a Regulatory Information Service.
Whether or not you intend to be present at the General Meeting, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it as soon as possible, and in any event, so as to arrive at the offices of the Company's registrar, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not later than 10.00 a.m. on 12 December 2021 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). If you hold Pharos Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to ID number RA19 in accordance with the procedures set out in the notice convening the General Meeting at the end of this document. Alternatively, you may give proxy instructions by logging on to www.sharevote.co.uk and following the instructions. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by not later than 10.00 a.m. on 12 December 2021 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). The completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting in person at the General Meeting or any adjournment thereof, if you wish to do so and are so entitled.
This document is a circular relating to the Transaction prepared in accordance with the Listing Rules. This document has been approved by the FCA. This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The information provided in this document is provided solely in compliance with the Listing Rules and for the purpose of enabling Pharos Shareholders to consider the Resolution.
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and sponsor to Pharos in connection with the Transaction. Jefferies is acting exclusively for Pharos and for no-one else in connection with the contents of this Circular and the Transaction and will not regard any other person as its client in relation to the matters in this Circular and will not be responsible to anyone other than Pharos for providing the protections afforded to clients of Jefferies nor for providing advice in connection with the contents of this Circular or the Transaction or any transaction, arrangement or other matter referred to in this Circular.
Save for the responsibilities and liabilities, if any, of Jefferies under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Jefferies shall not assume any responsibility whatsoever nor makes any representations or warranties, express or implied, in relation to the contents of this Circular, including its accuracy, completeness or verification or for any other statement made or purported to be made by Pharos, or on Pharos's behalf, or by Jefferies or on Jefferies' behalf. Nothing contained in this Circular is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with Pharos or the Transaction. Jefferies accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Circular or any such statement.
The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company to obtain any approval, authorisation or exemption to permit the possession or distribution of this document (or any other publicity material relating to the Transaction) in any jurisdiction, other than in the United Kingdom.
Overseas Pharos Shareholders may be affected by the laws of other jurisdictions in relation to the distribution of this document. Persons into whose possession this document comes should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the distribution of this document. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.
The contents of this document should not be construed as legal, business or tax advice. Each Pharos Shareholder should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information contained in this document for any purpose other than considering the Transaction is prohibited.
Without limitation, the contents of the website of the Company and the Group do not form part of this document.
By accepting delivery of this document, each Pharos Shareholder agrees to the foregoing.
Dated 25 November 2021.
| Page | ||
|---|---|---|
| IMPORTANT INFORMATION | 4 | |
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 7 | |
| DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND ADVISERS | 8 | |
| PART I | LETTER FROM THE CHAIR OF PHAROS ENERGY PLC | 9 |
| PART II | RISK FACTORS | 20 |
| PART III | PRINCIPAL TERMS OF THE TRANSACTION | 34 |
| PART IV | FINANCIAL INFORMATION RELATING TO THE SALE INTERESTS | 51 |
| PART V | UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE RETAINED GROUP | 54 |
| PART VI | ADDITIONAL INFORMATION | 59 |
| PART VII | GLOSSARY OF TECHNICAL TERMS | 100 |
| PART VIII DEFINITIONS | 104 | |
| NOTICE OF GENERAL MEETING | 112 |
This Circular includes statements that are, or may be deemed to be, "forward looking statements". These forward looking statements can be identified by the use of forward looking terminology, including the terms "anticipates", "expects", "intends", "may", "will", "believes", "estimates", "plans", "projects" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this Circular and include, but are not limited to, statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Group's, or the Continuing Group's, results of operations, financial position, prospects, growth, strategies and the industry in which it operates. By their nature, forward looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward looking statements are not guarantees of future performance and the actual results of the Group's operations and financial position, and the development of the markets and the industry in which the Group operates, may differ materially from those described in, or suggested by, the forward looking statements contained in this Circular.
In addition, even if the results of operations, financial position and the development of the markets and the industry in which the Group operates are consistent with the forward looking statements contained in this Circular, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors discussed in Part II (Risk Factors) of this Circular.
Forward looking statements may, and often do, differ materially from actual results. Any forward looking statements in this Circular speak only as at the date of this Circular, reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's, or the Continuing Group's, operations, results of operations and growth strategy. You should specifically consider the factors identified in this Circular which could cause actual results to differ before making any decision in relation to the Transaction. Subject to the requirements of the FCA, the London Stock Exchange, the Listing Rules, the Prospectus Rules and the DTRs (and/or any regulatory requirements) or applicable law, the Company explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward looking statements in this Circular that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this Circular.
Unless otherwise indicated, all references in this document to "pence", "pounds sterling", "sterling", "£" or "p" are to the lawful currency of the United Kingdom, all references to "cents", "US\$", "US dollars" or "\$", are to the lawful currency of the United States and all references to "Egyptian Pounds" are to the lawful currency of Egypt.
The following tables set forth, for the periods indicated, the period end, period average, high and low Bloomberg Generic Composite Rate expressed in US\$ per £1. The Bloomberg Generic Composite Rate is a "best market" calculation in which, at any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications and the ask rate is set to the lowest ask rate offered by these banks. The Bloomberg Generic Composite Rate is a mid-value rate between the applied highest bid rate and the lowest ask rate. The Bloomberg Generic Composite Rate for US\$ on the Latest Practicable Date was US\$1.3378 per £1.
| Period end | Average | High | Low | |
|---|---|---|---|---|
| Year | ||||
| 2018 | 1.2754 | 1.3350 | 1.4377 | 1.2478 |
| 2019 | 1.3257 | 1.2768 | 1.3518 | 1.1959 |
| 2020 | 1.3670 | 1.2840 | 1.3686 | 1.1412 |
| Period | ||||
| January 2021 to Latest Practicable Date | 1.3378 | 1.3810 | 1.4248 | 1.3343 |
The above rates differ from the actual rates used in the preparation of the financial statements and other financial information appearing in this document. These exchange rates have been provided solely for the convenience of Pharos Shareholders. The inclusion of exchange rates is not meant to suggest that the pound sterling amounts actually represent US\$ amounts or that these amounts could have been converted into US\$ at any particular rate, if at all.
Percentages and certain amounts included in this Circular have been rounded to the nearest whole number or single decimal place for ease of presentation (except as otherwise stated). Accordingly, figures shown as totals in certain tables may not be the precise sum of the figures that precede them. In addition, certain percentages and amounts contained in this Circular reflect calculations based on the underlying information prior to rounding, and accordingly may not conform exactly to the percentages or amounts that would be derived if the relevant calculations were based upon the rounded numbers.
All times referred to in this Circular are, unless otherwise stated, references to the time in London, United Kingdom.
Certain terms used in this Circular, including certain capitalised, technical and other terms are defined or described in Part VII (Glossary of Technical Terms) of this Circular and Part VIII (Definitions) of this Circular.
Unless otherwise indicated, Pharos has, in compiling its estimates of contingent resources, prospective resources and reserves contained in this Circular, used the definitions and guidelines set out in the PRMS.
"Contingent resources" are defined by the PRMS as "those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations, by application of development project(s), not currently considered to be commercial owing to one or more contingencies. Contingent resources have an associated chance of development. Contingent resources may include, for example, projects for which there are currently no viable markets, or where commercial recovery is dependent on technology under development, or where evaluation of the accumulation is insufficient to clearly assess commerciality. Contingent resources are further categorised in accordance with the range of uncertainty associated with the estimates and should be sub-classified based on project maturity and/or economic status".
"Prospective resources" are defined by the PRMS as "those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective resources have both an associated chance of geologic discovery and a chance of development. Prospective resources are further categorized in accordance with the range of uncertainty associated with recoverable estimates, assuming discovery and development, and may be sub-classified based on project maturity".
"Reserves" are defined by the PRMS as "those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions. Reserves must satisfy four criteria: they must be discovered, recoverable, commercial, and remaining (as of a given date) based on the development project(s) applied".
Shareholders should not place undue reliance on the forward looking statements in this Circular or on the ability of Pharos to predict actual reserves or resources. Contingent resources relate to undeveloped accumulations and may include non-commercial resources. It should be noted that prospective resources relate to inferred, undiscovered and/or undeveloped mineral resources and accordingly by their nature are highly speculative. A possibility exists that the prospects will not result in the successful discovery of economic resources in which case there would be no commercial development.
Unless otherwise stated:
Unless otherwise stated, no statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings, earnings per Pharos Share or income, cash flow from operations or free cash flow for the Group, the Sale Interests or the Continuing Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per Pharos Share or income, cash flow from operations or free cash flow for the Group, the Sale Interests or the Continuing Group, as appropriate.
This document is not a prospectus and is not intended to, and does not constitute or form part of, any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security.
The times and dates set out in the expected timetable of principal events above and mentioned throughout this Circular are indicative only. They are based on the Company's current expectations and may be subject to change (including as a result of changes to the regulatory timetable and/or the process for implementation of the Transaction). The times and/or dates may be adjusted by the Company, in which event details of the new times and dates will be notified to Shareholders, through the release of an announcement to a Regulatory Information Service.
References to a time of day are to London time on the relevant date.
| 15 September 2021 |
|---|
| 25 November 2021 |
| 10.00 a.m. on 12 December 2021(1) |
| 10.00 a.m. on 14 December 2021 |
| Q1 2022(2) |
| 14 May 2022(3) |
| Directors | John Martin (Non-Executive Chair) Rob Gray (Non-Executive Director) Marianne Daryabegui (Non-Executive Director) Lisa Mitchell (Non-Executive Director) Geoffrey Green (Non-Executive Director) Ed Story (Chief Executive Officer) Sue Rivett (Chief Financial Officer) Jann Brown (Managing Director) Mike Watts (Managing Director) |
|---|---|
| Company Secretary | Tony Hunter |
| Registered and head office of the Company |
27/28 Eastcastle Street London W1W 8DH |
| Financial Adviser and Sponsor | Jefferies International Limited 100 Bishopsgate London EC2N 4JL |
| Legal Adviser to the Company as to the Transaction |
Pinsent Masons LLP 13 Queen's Road Aberdeen AB15 4YL |
| Legal Adviser to the Company as to the Circular |
Shepherd and Wedderburn LLP 1 Exchange Crescent Conference Square Edinburgh EH3 8UL |
| Legal Adviser to the Sponsor | CMS Cameron McKenna Nabarro Olswang LLP Cannon Place 78 Cannon Street London EC4N 6AF |
| Registrar | Equiniti Limited Aspect House Spencer Road Lancing BN99 6DA |
| Auditor and Reporting Accountant to the Group |
Deloitte LLP 1 New Street Square London EC4A 3HQ |
(Incorporated in England and Wales with registered number 03300821)
John Martin (Non-Executive Chair) 27/28 Eastcastle Street Rob Gray (Non-Executive Deputy Chair) London W1W 8DH Marianne Daryabegui (Non-Executive Director) United Kingdom Lisa Mitchell (Non-Executive Director) Geoffrey Green (Non-Executive Director) Ed Story (Chief Executive Officer) Sue Rivett (Chief Financial Officer) Jann Brown (Managing Director) Mike Watts (Managing Director)
Registered and Head Office
25 November 2021
Dear Shareholder,
As announced by Pharos on 15 September 2021, Pharos El Fayum, a wholly owned subsidiary of Pharos, has entered into conditional agreements with IPR Lake Qarun dated 14 September 2021 (the "El Fayum FOA" and the "North Beni Suef FOA") for the farm-out and sale (the "Transaction") of:
(together the "Sale Interests") in each case with an effective economic date of 1 July 2020. The new JOAs for each Concession will designate IPR Lake Qarun as operator as between the Contractor Parties with effect from Completion.
The consideration payable by IPR Lake Qarun in respect of the Transaction comprises three principal components:
Completion under each Farm-Out Agreement is conditional on completion under the other Farm-Out Agreement unless otherwise agreed between the parties. Accordingly, and save where otherwise specified, the Farm-Out Agreements are treated in this Circular as a single Transaction. Further details of the terms of the Transaction are set out below and in Part III (Principal Terms of the Transaction) of this Circular.
The Transaction is of sufficient size relative to that of the Group to constitute a Class 1 transaction under the Listing Rules and is accordingly conditional upon the approval of Shareholders. Your approval of the Transaction is therefore being sought at a General Meeting to be held at 10.00 a.m. on 14 December 2021 at the offices of Shepherd and Wedderburn LLP, 5 Cheapside, Octagon Point, London EC2V 6AA. A notice of the General Meeting setting out the Resolution to seek this approval can be found at the end of this Circular. A summary of the action you are requested to take in connection with the General Meeting is set out in paragraph 10 of this letter and on the Form of Proxy that accompanies this Circular.
I am writing to you to (i) explain the background to and reasons for the Transaction; (ii) provide you with information about the Sale Interests; (iii) explain why the Directors unanimously consider the Transaction to be in the best interests of the Shareholders as a whole; and (iv) recommend that you vote in favour of the Resolution to be proposed at the General Meeting.
In 2019, Pharos acquired a 100% working interest as the Contractor under the El Fayum Concession via its acquisition of Merlon El Fayum Petroleum Company (now Pharos El Fayum). Since the completion of this acquisition, the Group has been awarded a 100% working interest in the North Beni Suef Concession following a successful bid round application.
The El Fayum Concession, containing 14 producing fields, is well understood with significant near-term production and cash flow growth available from a sustained period of drilling, with drilling targets and further development options already identified. The North Beni Suef Concession contains highly prospective acreage with significant resource potential, including several low risk prospects. It is also adjacent to several mature producing fields held under separate development leases.
Prior to the COVID-19 pandemic and the oil price shock, three drilling rigs and three workover rigs were operating from Q4 2019 through to Q1 2020. Seven wells (five producers and two injectors) were drilled through to April 2020 on the El Fayum Concession. Production was gradually increasing during this period and peaked at just over 7,000 bbl/d during April 2020. However, due to the uncertain macro-economic environment in H1 2020 resulting from the oil price shock on 7 March 2020, the turbulence in the financial markets and the general uncertainty over COVID-19, Pharos made an immediate decision to conserve cash and preserve its balance sheet by issuing termination notices on five of the six rigs in Q2 2020 and engaged Jefferies to conduct a farm-out process for the Sale Interests. It also engaged with EGPC to seek relief on crude oil discounts and to initiate discussions on improving fiscal terms and securing a further extension to the exploration period under the El Fayum Concession, and separately awarding ERCe a contract to work on an optimised investment development case for El Fayum in preparation for resumption of operational activity.
Operational activity on the El Fayum Concession recommenced earlier this year with a small scale phase 1 waterflood programme, utilising existing wells. This programme is, to some extent, expected to mitigate the decline in production on parts of the El Fayum Concession. Phase 2 of the waterflood programme, with the drilling of dedicated water injector wells, is an integral part of the investment case prepared by ERCe for the El Fayum Concession. The ERCe investment case is a 57 well development programme designed to recover 18% of the resource base within the Concession, and this forms the basis of the Group's stated 2P reserves for Egypt in the 2020 Annual Report and Accounts. The anticipated improvement in fiscal terms under the Third Concession Amendment approved by EGPC and the Cabinet of Egypt and announced by the Company on 30 March 2021, combined with the continued strength in Brent pricing, could result in further wells being economically justified on a payback analysis, with the possibility of an even higher recovery rate than projected in the ERCe investment case.
The Directors believe that, underpinned by the ERCe investment case, the capital and expertise provided by IPR through the Transaction will result in a positive outcome for all key counterparties (IPR, Pharos, Petrosilah and EGPC), with the expectation of increasing production from the El Fayum fields and ultimately realising their full commercial potential. In addition, Pharos will benefit from IPR's 40-year experience of operating in Egypt, its low-cost set up and its ownership of drilling and workover rigs.
Reference is made to paragraph 4 (Trend Information) of Part VI (Additional Information) of this Circular, which includes extracts from the 2021 Interim Results announced by Pharos on 15 September 2021.
IPR Lake Qarun is a wholly owned subsidiary of IPR Energy AG. Both companies are members of the wider Improved Petroleum Recovery (IPR) Energy Group.
IPR has been present in Egypt for 40 years, currently with eight concessions, of which five are operated (both onshore and offshore) and is active in all four key producing regions, namely the Western Desert, the Nile Delta, the Gulf of Suez and the Eastern Desert. IPR has proven itself to be both a technically proficient and effective and low-cost operator and has achieved 90% growth in net production with reserve replacement ratios consistently exceeding 100% year on year since 2012.
IPR is well capitalised to fund the proposed work programme on both Concessions and its existing in-country presence and relationships with the Egyptian government and regulatory authorities are expected to facilitate a rapid expansion of operational activity following Completion.
The wider IPR Energy Group consists of specialized upstream oil and gas companies with extensive global experience and resources. Since inception in 1981 as an expert petroleum engineering firm executing turnkey EOR field development projects in public sectors, the IPR Energy Group has expanded into field services and its core business of international E&P operations by applying state-ofthe-art technology for the exploitation of oil and gas worldwide.
The IPR Energy Group's E&P portfolio spans operated and non-operated working interest in eight concessions in Egypt, both onshore in the Western Desert, Nile Delta, and Eastern Desert and offshore in the Gulf of Suez, as well as producing leases in south Asia and the US.
To serve both its own E&P business and external clients, the IPR Energy Group provides a complete array of geological and petroleum engineering services using integrated technologies for exploration, field development and reservoir management, brown field production optimization, EOR applications, and training. Utilising company-owned equipment, field services primarily include activities in drilling, workover, and pulling unit services; chemical, polymer, and gel services and supply; water shutoff treatments; and gas power generation. The IPR Energy Group's oil and gas services businesses possess drilling and workover rigs that have the potential to be deployed on the El Fayum and North Beni Suef Concessions for both near and longer term operations.
In accordance with IFC Performance Standards, the IPR Energy Group is committed to socially responsible best operational practices that positively contribute to communities where it operates.
The consideration payable by IPR Lake Qarun in respect of the Transaction is as follows:
In addition, IPR Lake Qarun has agreed to reimburse Pharos El Fayum in cash at Completion for the full amount of any Assignment Bonus or bonuses payable in respect of the Deeds of Assignment and, if the amount of such bonus or bonuses exceed US\$1 million the excess will be deducted from the net funding by IPR Lake Qarun of the Group's retained working interest in the Concessions.
The Transaction will be implemented by way of the sale of a 55% working interest in, and operatorship of, each of the El Fayum and the North Beni Suef Concessions. IPR Lake Qarun and Pharos El Fayum will also sign new JOAs for both Concessions at Completion. IPR Lake Qarun, as the new operator of both Concessions following Completion, has agreed under the new JOAs to an aggregate cap on the Operator G&A costs charged by it to the joint accounts for both Concessions up to end 2022 (including the operator's organisational costs outside Egypt and the cost of operator personnel seconded to Petrosilah) at an annual equivalent of US\$2 million, subject to indexation from 1 January in the year following the second anniversary of Completion. From 2023 onwards, the cap will only apply to the Operator G&A incurred under the El Fayum JOA.
The Transaction is conditional upon the satisfaction or, where applicable, waiver of the following conditions, amongst others:
If Shareholders do not approve the Transaction at the General Meeting then Pharos El Fayum would be required to pay a break fee of US\$1 million to IPR Lake Qarun. In addition, IPR Lake Qarun has paid to the Group the deposit of US\$2 million in total across both Farm-Out Agreements, which will be retained if the Transaction does not complete as a result of IPR Energy AG's or IPR Lake Qarun's breach of the Transaction Documents. If Shareholders do not approve the Transaction by passing the Resolution, Pharos El Fayum will be required to return the full deposit of US\$2 million to IPR Lake Qarun.
The Farm-Out Agreements are inter-conditional, such that completion under each Farm-Out Agreement is conditional on completion under the other Farm-Out Agreement unless otherwise agreed between the parties. If all of the conditions under the Farm-Out Agreements are not satisfied or, where applicable, waived by 14 May 2022, or such later date as may be agreed between the parties (the "CP Long Stop Date"), the Farm-Out Agreements, other than certain specific continuing provisions, may be terminated without Completion having occurred by either principal party serving notice on the other.
In addition, even if all of the conditions under the Farm-Out Agreements are satisfied or waived by the CP Long Stop Date, but the Minister does not subsequently approve both Deeds of Assignment by 14 September 2022 then, unless otherwise agreed, the parties will seek the return of the Deeds of Assignment and any applicable assignment bonus or, if necessary, will undertake a more formal "unwinding" procedure in relation to either Deed of Assignment already signed by the Minister.
Pharos El Fayum has given certain customary undertakings to IPR Lake Qarun in relation to the Sale Interests and its conduct of operations and activities in relation to the Sale Interests between signature of the Farm-Out Agreements and Completion, including an undertaking not to enter into any commitments relating to the Sale Interests other than in the ordinary course of that business during that period.
Pharos El Fayum has also given customary warranties to IPR Lake Qarun in connection with the Transaction, some of which will be repeated on the date of Completion. Pharos El Fayum's liability in relation to those warranties is subject to customary limitations and exclusions.
IPR Lake Qarun is not obliged, by virtue of the Farm-Out Agreements, to take on any of the Group's staff in Egypt or elsewhere. However, under the El Fayum FOA, IPR Lake Qarun has agreed to reimburse to Pharos El Fayum the severance and other payments made or required by law as a result of an employee of the Group based in Egypt ceasing to be an employee of the Group between the date of the agreement and the date 6 months after Completion if the individual concerned becomes an employee or consultant of the IPR Energy Group within 6 months after ceasing to be an employee of the Group.
Formal legal title to the Sale Interests will be transferred only on signature of the corresponding Deeds of Assignment by the parties thereto, including EGPC and the Minister.
Further details of the terms of the El Fayum FOA, the El Fayum JOA, the North Beni Suef FOA and the North Beni Suef JOA are set out in Part III (Principal Terms of the Transaction) of this Circular.
Figure 1: Regional context (source: Wood Mackenzie)
Figure 2: Location of El Fayum and North Beni Suef Concessions, Egypt (ref. index box from Figure 1)
The El Fayum Concession covers an area of 1,564 km2, including 256km2 of development and production acreage, in Egypt's low-cost and highly prolific Western Desert, and so benefits from extensive existing infrastructure and a well-developed service industry. El Fayum is located in the Gindi Basin geologic province in close proximity to several other large productive fields. Approximately 70% of the exploration acreage within the El Fayum Concession is covered by existing 3D seismic, with multiple, identified exploration prospects in proven petroleum systems, as well as a large underexplored area in the north of the Concession. A total of 10 currently active Development Leases have been awarded within the Concession Area covering 14 distinct producing oil fields. The first field discovery (Silah) came onstream in 2009 followed by a sequence of 11 discoveries between 2009 and 2010. The majority of discovered reserves within the El Fayum Concession are concentrated in the Greater Silah Area. Production from the El Fayum Concession is trucked c.240 km to the refining facility of the Suez Oil Refinery Company located in Suez.
Pharos, through its wholly owned subsidiary Pharos El Fayum, currently has a 100 per cent. Contractor interest in the El Fayum Concession. Field operations in the El Fayum Concession are conducted by Petrosilah, a 50:50 joint operating company between Pharos El Fayum and EGPC.
The El Fayum Concession was originally signed on 1 July 2004 under and pursuant to Egyptian Law No. 147 for year 2004. It was subsequently amended by:
As announced by the Company on 30 March 2021, Pharos El Fayum has received provisional EGPC approval for a third amendment to the El Fayum Concession, the Third Concession Amendment, containing improved fiscal terms (further details of which are set out in paragraph 10.1(i) of Part VI (Additional Information) of this Circular). The Third Concession Amendment was subsequently approved by the Cabinet of Egypt at a meeting on 28 October 2021, and is now awaiting final parliamentary ratification of the relevant law, approval by the Egyptian President, and signature by the parties.
The majority of producing fields within the El Fayum Concession were discovered between 2009 and 2012. To date, over 130 wells have been drilled across the El Fayum Concession, the majority of which are development and appraisal wells.
As stated in section 2 of this letter, Pharos has worked with ERCe to generate an investment case for the El Fayum Concession that identifies a path towards production of over 10,000 bbls/day within 24 months of Completion. This investment case includes 57 new wells (48 producers and nine water injectors). The 2022 and 2023 work programme and budget associated with the investment case has been agreed in principle under the El Fayum FOA. This drilling campaign and the full deployment of a waterflood programme, together with the anticipated improvement in the fiscal terms under the Third Concession Amendment, are expected to result in a marked improvement to the Brent breakeven price on the Concession.
Production for the first half of 2021 from the El Fayum Concession averaged 3,718 bopd (H1 2020: 5,979 bopd). Production levels were impacted by well maintenance issues in the first half and the inability of the one workover rig to cover both the Phase 1B waterflood programme and remedial activity. Plans in place to accelerate production enhancement in the second half of the year include the arrival of a second workover rig in August and the recommencement of drilling in 4Q 2021 with a first drilling rig to be operational since March 2020. As stated in the Company's 2021 Interim Results, the workover rig arrived on site in mid-August 2021. Operations with this workover rig are underway. The separate drilling rig was mobilised to the El Fayum Concession in October 2021.
On 22 November 2021 the Company announced that operations had commenced on a three-well backto-back development drilling programme on the El Fayum Concession, expected to be completed in February 2022.
The Batran-1X commitment exploration well, drilled on a fault bounded and three-way-closed dip prospect located 4km west of the Main Tersa-1X well, reached TD on 4 June 2021. The well encountered 52 ft (15.85m) of net oil pay in the LARG and UB sands. Additional thin pay zones may also be present in the Abu Roash "A", "D" and "E" sands, where oil shows were also encountered whilst drilling. Pressure readings confirm that the oil-bearing reservoirs are at initial pressure. Pharos is currently testing the well as a potential future producer in the LARG and UB reservoir sections using a workover rig.
For further information on recent performance within the El Fayum Concession, please see under the headings "El Fayum Production, Operations and Development" and "El Fayum Exploration" in paragraph 4 of Part VI (Additional Information) of this Circular.
As stated in the 2020 Annual Report and Accounts, gross reserves and contingent resources for the El Fayum Concession were independently audited by McDaniel as at 31 December 2020. Based on the McDaniel audit, the Group's estimated working interest 1P and 2P reserves as 31 December 2020 for the El Fayum Concession broken down by Development Lease, with the equivalent 2P reserves estimates for 31 December 2019 for comparative purposes, are as follows:
| Net 2P | Net 2P | Net 1P | |
|---|---|---|---|
| reserves | reserves | reserves | |
| YE 2019 | YE 2020 | YE 2020 | |
| Development Lease | (mmboe) | (mmboe) | (mmboe)** |
| Silah | 19.9 | 26.7 | 9.8 |
| N Silah | 1.5 | 3.0 | 2.0 |
| N Silah Deep | 2.7 | 6.3 | 3.4 |
| Dawar | 0.4 | 0.0 | 0.0 |
| SE Gindi | 0.2 | 0.1 | 0.0 |
| Tersa | 1.9 | 1.9 | 1.2 |
| Ain Assillen | 0.6 | 1.2 | 0.7 |
| W Auberge | 0.6 | 1.2 | 0.9 |
| Ward | 0.3 | 0.5 | 0.4 |
| Saad | 0.6 –––––––– |
0.1 –––––––– |
0.1 –––––––– |
| Total | 28.5 | 40.8* | 18.5 |
| –––––––– | –––––––– | –––––––– |
* Following reclassification of certain volumes previously classed as contingent resource as at 31 December 2019.
** Equivalent net IP reserves estimates for YE 2019 are not available.
The net unrisked 2C contingent resource volumes for the El Fayum Concession as at 31 December 2020 were determined in the independent audit by McDaniel as follows:
| Development Lease | Net unrisked 2C contingent resource |
|---|---|
| YE 2020 (mmboe) | |
| Silah | 12.5 |
| N Silah | 2.0 |
| N Silah Deep | 2.1 |
| Dawar | 0.8 |
| SE Gindi | 0.2 |
| Tersa | 0.4 |
| Ain Assillen | 0.2 |
| W Auberge | 0.2 |
| Ward | 0.1 |
| Saad | 0.6 |
| Total | –––––––– 19.0 |
| –––––––– |
Assuming the Transaction completes, the impact on the holdings of the Contractor Party interests in the El Fayum Concession will be as set out in the table below:
| Interest pre- | Interest post | |
|---|---|---|
| Contractor Party | Transaction | Transaction |
| Pharos El Fayum | 100% | 45% |
| IPR Lake Qarun | Nil | 55% and |
| operatorship* |
* As stated above, Petrosilah is the designated operating company under the El Fayum Concession and has full responsibility for field operations thereunder. The appointment of IPR Lake Qarun as operator following completion of the Transaction, as between the Contractor parties, will have no effect on the continuing status of Petrosilah as the operating company under the Concession.
Reference is made to the summary of the terms of the El Fayum Concession set out in paragraph 10.1(h) of Part VI (Additional Information) of this Circular.
The COVID-19 pandemic and the associated oil price shock has had a significant effect on production from, and operational activity within, the El Fayum Concession. This has been particularly marked on the El Fayum Concession, as the fields within the Concession produce by primary depletion. There is no water aquifer or associated gas in the main reservoirs to provide a strong natural drive mechanism, unlike the Group's assets in Vietnam, and wells are produced by artificial lift (either by ESP or sucker rod pumps). Consequently overall production rates will normally tend to decline rapidly unless offset by investment in new well drilling activity and/or the implementation of a secondary recovery mechanism such as waterflood. The operational hiatus from early Q2 2020 has been more protracted than envisaged when the COVID-19 pandemic first began to affect operations, with individual wells declining at high rates. This has resulted in a low recovery factor expectation for the fields of 6 to 8%. This protracted period of inactivity or reduced activity has also meant that normal maintenance work has been postponed and as this year has progressed a number of wells have encountered mechanical problems taking them offline until repaired by remedial intervention using a workover rig. These problems were exacerbated by well-intended cost-cutting measures releasing expatriate expertise at an unfortunate time and consequently morale in the field has also suffered.
The North Beni Suef Concession covers an area of 5,060 km2 in the Beni Suef basin, immediately south of the El Fayum Concession and around 80km south west of Cairo, close to existing local energy infrastructure. The previous holder of the Concession, Apache, relinquished its interest in 2015, retaining development leases where several fields have been on long term production.
Pharos, through Pharos El Fayum, currently has a 100 per cent operated Contractor interest in the North Beni Suef Concession, which was signed on 24 December 2019 following a successful bid round application made by Pharos El Fayum (then named Merlon El Fayum) before its acquisition by the Group. The North Beni Suef Concession is currently in its initial three year exploration phase, in respect of which the Group is committed to a minimum work programme including a seismic acquisition survey (of unspecified type and extension) and the drilling of two wells for a total minimum expenditure of US\$12 million. None of this minimum work programme has yet been undertaken, as the Company has sought to defer exploration expenditure during the downturn. Pharos also expects to approach EGPC with the intention of seeking a six month extension of the initial exploration phase in light of COVID-19 pandemic-related delays.
The existing dataset on the North Beni Suef Concession consists of 3,101 km of 2D seismic, 1,625 km2 of 3D seismic and data from eight wells. There are no existing commercial discoveries or producing wells on the North Beni Suef Concession.
There has been no recent operational activity on the North Beni Suef Concession. The most recent well drilled on the Concession was in 2015, by Apache.
There are currently no reserves attributed by Pharos to the North Beni Suef Concession.
Assuming the Transaction completes, the impact on the holdings of the Contractor Party interests in the North Beni Suef Concession will be as set out in the table below:
| Interest pre- | Interest post | |
|---|---|---|
| Contractor Party | Transaction | Transaction |
| Pharos El Fayum | 100% | 45% |
| IPR Lake Qarun | Nil | 55% and |
| operatorship* |
* The North Beni Suef Concession provides for the appointment of a joint stock operating company involving EGPC following the first commercial discovery.
Reference is made to the summary of the terms of the North Beni Suef Concession set out in paragraph 10.1(j) of Part VI (Additional Information) of this Circular.
As set out in paragraph 4 above, the Group will receive the initial cash consideration of US\$5 million in cash on Completion, of which US\$2 million has already been received as a deposit following signature of the Farm-Out Agreements. Pharos intends to use the initial cash consideration for general working capital and to pay fees and other costs relating to the Transaction.
If and to the extent that the Group receives any part of the Brent Price Contingent Consideration, the Company's current intention is to use this to augment working capital.
The gross value of the assets subject to the Transaction (that is, the Sale Interests based on a 100% net working interest) as at 30 June 2021 was US\$106.9 million, as stated in the 2021 Interim Results. The loss before tax attributable to the Sale Interests (based on a 100% net working interest) for the year ended 31 December 2020 was US\$124.6 million.
On a pro-forma basis and assuming completion of the Transaction on 30 June 2021, the Group would have had net assets of approximately US\$280.0 million (based on the net assets of the Group and the Sale Interests as at 30 June 2021) as more fully described in Part V (Unaudited Pro-Forma Financial Information of the Retained Group) of this Circular.
Also on a pro-forma basis and assuming completion of the Transaction on 30 June 2021, the Group would have had loans and borrowings of US\$58.7 million and cash and cash equivalents of US\$33.4 million (based on the loans and borrowings and the cash and cash equivalents of the Group and the Sale Interests as at 30 June 2021) as more fully described in Part V (Unaudited Pro-Forma Financial Information of the Retained Group) of this Circular. Pharos Shareholders should read the whole of this document and not rely solely on summarised financial information in this letter.
The Transaction is not expected to result in any material cash tax liability for the Group.
Following Completion, the Group expects to maintain its focus on cash returns to Shareholders, recognising the significant cash generation potential of its assets in Vietnam and Egypt.
In addition, if the Transaction proceeds to Completion, the Company expects to undertake a review of the structure and composition of the Board in light of the reduced scale and operational activity of the Group. The Company expects to continue to comply with the 2018 UK Corporate Governance Code in relation to Board and committee composition following this review.
Completion is conditional, amongst other things, upon the approval of Pharos Shareholders being obtained at the General Meeting. You will find at the end of this Circular a notice convening the General Meeting, to be held at 10.00 a.m. on 14 December 2021 at the offices of Shepherd and Wedderburn LLP, 5 Cheapside, Octagon Point, London EC2V 6AA and at which the Resolution will be proposed. A summary of the Resolution is below and the full text of the Resolution is set out in the notice of the General Meeting.
At present, public health guidance and legislation issued by the UK Government in relation to the COVID-19 pandemic would permit public gatherings and travel at the date of the General Meeting. However, due to the continuing potential health risks from public gatherings because of the COVID-19 pandemic, Shareholders are strongly encouraged to appoint the chair of the General Meeting as their proxy and to give their instructions on how they wish the chair of the General Meeting to vote on the Resolution on their behalf. If you wish to attend the General Meeting physically, you are asked to register your intention to attend by emailing [email protected] on reasonable notice before the date of the General Meeting to allow the Company to make appropriate arrangements. If you do not register your intention to attend on reasonable notice, this could result in your not being permitted entry to the General Meeting.
If it becomes necessary or desirable to change the arrangements for the General Meeting, for example due to the application of further public health guidance or legislation that restricts or prevents attendance at the General Meeting, the Company will notify Shareholders before the General Meeting via its website at www.pharos.energy and, where appropriate, through the release of an announcement to a Regulatory Information Service.
Even if physical attendance at the General Meeting is possible, in order to minimise public health risks, refreshments will not be served before or after the General Meeting and Directors will not be available to circulate with shareholders following the General Meeting. If Shareholders have any questions for the Board on the business of the General Meeting these can be sent by email to [email protected] in advance of the meeting. The Board will endeavour to answer any key themes emerging from these questions on the Company's website before the date of the General Meeting.
The Resolution will be proposed as an ordinary resolution, meaning that, in order to be passed, it will require a simple majority of the votes cast in favour of the Resolution. The Transaction will not proceed if the Resolution is not passed.
The Resolution proposes that: (i) the Transaction be approved, and (ii) the Pharos Directors be authorised to take all such steps as may be necessary or desirable in connection with, and to implement, the Transaction and to agree such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Transaction (provided such modifications, variations, revisions, waivers or amendments are not material), and to any documents relating thereto, as they may in their absolute discretion think fit.
A Form of Proxy for use in connection with the General Meeting is enclosed with this document. Whether or not you intend to be present at the General Meeting, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it as soon as possible, and in any event, so as to arrive at the offices of the Company's registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not later than 10.00 a.m. on 12 December 2021 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). If you hold Pharos Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to ID number RA19 in accordance with the procedures set out in the notice convening the General Meeting at the end of this document.
Alternatively, you may give proxy instructions by logging on to www.sharevote.co.uk and following the instructions. Further information regarding the use of this facility is set out in the notes to the Notice of General Meeting. Proxies sent electronically (either via the CREST system or online) must be sent as soon as possible and, in any event, so as to be received by not later than 10.00 a.m. on 12 December 2021 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). The completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting in person at the General Meeting or any adjournment thereof, if you wish to do so and are so entitled.
Your attention is drawn to the further information contained in Parts II to VI of this Circular and, in particular, to Part II (Risk Factors) and to the information set out in Part VI (Additional Information).
The Board has received financial advice from Jefferies in relation to the Transaction. In providing such financial advice to the Board, Jefferies has relied on the Board's commercial assessment of the Transaction.
The Board considers that the Transaction and the Resolution is in the best interests of the Shareholders as a whole and, accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolution, as the Directors intend to do so in respect of their own beneficial holdings of 17,971,042 Pharos Shares, representing approximately 4.061 per cent of the Company's existing issued ordinary share capital as at the Latest Practicable Date (excluding treasury shares).
Yours faithfully
John Martin Chair
Prior to making any decision to vote in favour of the Resolution, Shareholders should carefully consider all the information contained in this Circular, including, in particular, the specific risks and uncertainties described below. The risks and uncertainties set out below are those which the Directors believe are the material risks relating to the Transaction, material new risks to the Group or, following Completion, the Continuing Group, as a result of the Transaction or existing material risks to the Group or the Continuing Group that will be impacted by the Transaction. If any, or a combination of, these risks actually materialise, the business operations, financial condition and prospects of the Group or the Continuing Group, as appropriate, could be materially and adversely affected. The risks and uncertainties described below are not intended to be exhaustive and are not the only ones that face the Group or the Continuing Group. The information given is as at the date of this Circular and, except as required by the FCA, the London Stock Exchange, the Listing Rules and MAR (and/or any regulatory requirements) or applicable law, will not be updated. Any forward looking statements are made subject to the reservations specified under "Regarding Forward Looking Statements" on page 4 of this Circular.
Additional risks and uncertainties not currently known to the Directors or that they currently deem immaterial, may also have an adverse effect on the business, financial condition, results of operations and prospects of the Group or the Continuing Group. If this occurs, the price of the Shares may decline and Shareholders could lose all or part of their investment.
The Transaction is conditional upon the satisfaction or, where applicable, waiver of the following conditions by the CP Long Stop Date of 14 May 2022 (or such later date as may be agreed between the parties to the Farm-Out Agreements):
Although the IPR Funding Condition is capable of waiver unilaterally by Pharos El Fayum, there is no guarantee that any of the other Conditions will be satisfied or, where permitted, waived by the CP Long Stop Date or at all. Failure to satisfy or obtain waiver of any Condition will result in the Transaction not proceeding to Completion.
In this regard, the attention of Shareholders is also drawn to previous examples of the proposed sale and purchase of oil and gas assets in Egypt failing to proceed to completion following initial announcement, including where regulatory approvals have not been obtained prior to the contractual long stop date.
If the Transaction is not completed, the Group will not receive any of the consideration under the Farm-Out Agreements and, save in limited circumstances, will also be required to repay the El Fayum Deposit and the North Beni Suef Deposit. This may prejudice its ability to create Shareholder value by implementing its long-term strategy. Furthermore, the Group may have difficulty in realising a future divestment of the Sale Interests on the same or better terms as those offered pursuant to the Transaction. If the Group is unable to identify another suitable purchaser for the Sale Interests, this could have an adverse effect on the trust and confidence of, and/or working relationships with, relevant stakeholders and, consequently, result in a reduction in value in the Sale Interests.
The Board believes that the Transaction is in the best interests of Shareholders as a whole and that it currently provides the best opportunity to realise cash value and retain a significant stake in both Concessions while also benefiting from the El Fayum Carried Costs and the North Beni Suef Carried Costs on its retained interests. If the Transaction does not proceed to Completion, the Group will not receive the initial cash consideration or have the benefit of carry of it retained interests and, in addition, will be required to fund a 100% working interest in both Concessions. This could limit, restrict or delay the ability of the Group to implement the 57 well ERCe investment case on the El Fayum Concession, described in more detail in paragraph 6 of Part I (Letter from the Chair) of this Circular, that identifies a path towards production of over 10,000 bbls/day within 24 months of Completion (the "El Fayum Investment Case"). Even if the Transaction does not proceed to Completion but the Group is able to implement the El Fayum Investment Case as planned based on its existing available capital:
At present the Group has the following outstanding minimum or mandatory work programme commitments across its portfolio of assets:
The Group will be required to finance its share of these outstanding work programme commitments if the Transaction does not proceed. Failure on the part of the Group to finance its outstanding work programme commitments would have an adverse effect the Group's business, financial condition, results of operations and/or prospects, with potential consequences including (a) loss, forfeiture, relinquishment, suspension or cancellation of interests in the Group's assets under applicable licences, concessions, PSCs or other petroleum contracts (b) reduction of the working or participating interest that the Group holds in any of its assets under default and/or "withering" provisions in joint operating agreements or similar, (c) liability for financial and/or other penalties connected with failure to undertake work programme commitments and (d) writing off of letters of credit provided by the Group to support work programme commitments.
If the Transaction is not completed, the Group will be required to meet its accrued costs in respect of the aborted Transaction, including the costs of negotiating the Transaction Documents, and these will be incurred irrespective of whether Completion occurs.
In addition, if Shareholders do not pass the Resolution at the General Meeting, Pharos El Fayum will be required to pay the Break Fee of US\$1 million to IPR Lake Qarun, in addition to being required to repay US\$2 million, being the El Fayum Deposit and the North Beni Suef Deposit, to IPR Lake Qarun.
The Company could receive approaches from third parties seeking to instigate a public takeover of the Company or an alternative transaction involving the Sale Interests. Although the Farm-Out Agreements are binding on Pharos El Fayum, such that it would be obliged to proceed to Completion in the event that all Conditions had been satisfied or, where applicable, waived, the Directors may be obliged to consider any alternative offer in accordance with their fiduciary duties and may as a result of any such offer withdraw their recommendation of the Resolution and the Transaction. Any such withdrawal of the Board's recommendation of the Resolution might delay or prevent Completion without necessarily resulting in completion of an alternative transaction, which may adversely affect the Group's business, financial condition, results of operations and/or prospects. In addition, failure to pass the Resolution at the General Meeting, whether or not a result of the withdrawal of the Board's recommendation, would give rise to the Break Fee and an obligation to repay the El Fayum Deposit and the North Beni Suef Deposit.
The marketing process and subsequent negotiation with IPR leading to the Transaction has taken place over an extended period of time and has had a disruptive effect on the Group's management and employees responsible for the Sale Interests, particularly those working in Egypt. If the Transaction does not complete, these Group management and employees will be affected, some of whom may choose to leave and some of whom may continue with the Group but with a significant deterioration in morale. This may have a negative effect on the performance of the Sale Interests under the Group's ownership. To maintain Shareholder value, the management of the Interests and of the Group may be required to allocate additional time and cost to the ongoing supervision and development of the Sale Interests, which could in turn adversely impact the Group's ability to manage its other assets and the overall Group cost base and adversely affect the Group's business, financial condition, results of operations and/or prospects.
If the Transaction does not complete, there may be an adverse impact on the reputation of the Group due to media and market scrutiny arising in connection with an unsuccessful or abortive transaction. In particular, failure to complete the Transaction may result in a loss of trust and confidence on the part of Shareholders and other stakeholders in the ability of the Board to deliver on its principal strategy of delivering sustainable long term growth. Any such reputational risk could adversely affect the Group's business, financial condition, results of operations and/or prospects.
In addition, failure to complete the Transaction may have an adverse impact on the Group's relationships with its stakeholders in Egypt and elsewhere because its attractiveness as a counterparty or an operator may be reduced. This may negatively impact the Group's ability to monetise the Interests in the future as well as the Group's dealings with the same commercial partners and stakeholders going forward.
A significant element of the consideration to be received by the Group under the Farm-Out Agreements is in the form of deferred or contingent consideration, including:
IPR Lake Qarun is a Cayman Islands exempted company incorporated on 27 July 2021 as a special purpose vehicle (SPV) to enter into the Farm-Out Agreements and, subject to the terms of those Agreements, acquire the Sale Interests. The sole shareholder of IPR Lake Qarun, as at the Latest Practicable Date, is IPR Energy AG. As IPR Lake Qarun is an SPV with no material assets, resources or employees, IPR Energy AG has guaranteed the performance and other obligations of IPR Lake Qarun under the Farm-Out Agreements, including in relation to the El Fayum Carried Costs, the North Beni Suef Carried Costs and the Brent Price Contingent Consideration. The obligations of IPR Lake Qarun under the Farm-Out Agreements are otherwise unsecured.
IPR Energy AG is not the holding company of the IPR Energy Group and, although it is understood by the Directors to hold (a) investments in certain other subsidiaries with interests in revenue-generative oil and gas E&P assets, and (b) a significant cash balance at bank, limited information capable of independent corroboration or verification has been provided to this effect by IPR Energy AG. In addition, it is possible that, even if IPR Energy AG does hold investments in other subsidiaries with interests in revenue-generative oil and gas E&P assets:
In relation to the second bullet above, and as stated in paragraphs 1.13 and 3.10 of Part III (Principal Terms of the Transaction) of this Circular, the Farm-Out Agreements each include a warranty from IPR Lake Qarun and IPR Energy AG that no legal and/or beneficial interests in any IPR Energy Group E&P assets in Egypt and Pakistan ("IPR Group E&P Asset") are held by a member of the IPR Energy Group that is not a wholly owned subsidiary of IPR Energy AG; and an undertaking by IPR Lake Qarun and IPR Energy AG that, if at any time the legal and/or beneficial interest in an IPR Group E&P Asset is held by an IPR Group entity which is not a wholly owned subsidiary of IPR Energy AG, they shall procure that a guarantee in equivalent terms is granted by such entity in favour of Pharos El Fayum. However, this warranty and undertaking is dependent on the covenant of IPR Energy AG and, if IPR Energy AG sells, disposes of or transfers its interest in some or all IPR Group E&P Assets there can be no assurance it would then be capable of meeting in full (or at all) any guarantee claim from Pharos El Fayum under either or both Farm-Out Agreements in respect of any unperformed obligation of IPR Lake Qarun thereunder, including in respect of the El Fayum Carried Costs, the North Beni Suef Carried Costs and/or the Brent Price Contingent Consideration.
In addition, there is no equivalent guarantee from IPR Energy AG in respect of the obligations of IPR Lake Qarun under the Concessions or the JOAs. Accordingly, Pharos El Fayum, as a counterparty of IPR Lake Qarun under the Concessions and the JOAs, is exposed to the risk of future non-performance by IPR Lake Qarun and, the further risk that, in the event of such non-performance, Pharos El Fayum will have difficultly enforcing their rights under the Concessions and/or the JOAs (or any of them) against an SPV without additional security.
Following Completion, the Group will retain a non-operated working interest of 45% in each of the El Fayum Concession and the North Beni Suef Concession, with IPR Lake Qarun assuming operatorship, as between the Contractor Parties, of both Concessions. Pharos El Fayum has, until the Transaction, been the sole Contractor Party under both Concessions and has accordingly enjoyed a significant level of control, direction and flexibility over operations, management and administration.
As a non-operator of the Sale Interests, the Group will, other than through certain rights under the JOAs summarised in paragraphs 2 and 4 of Part III (Principal Terms of the Transaction) of this Circular (including voting pass mark thresholds, the process for preparation and approval of annual work programmes and budgets and financial thresholds associated with the award of certain contracts), have limited power or scope to direct or exert influence over operations, including the timing, cost and performance, and will be dependent on IPR Lake Qarun as operator. For example, the Group may believe a particular drilling campaign or location of a particular well would be beneficial for its own reserve position or that a particular discovery or Development Lease is commercially viable. Without the agreement, cooperation and operating activity of IPR Lake Qarun, the Group would (other than through the limited "sole risk" provisions contained in the JOAs relating to operations by fewer than all parties) be unable to undertake, or procure the undertaking of, the appropriate exploration, appraisal or development activities to advance or protect the Group's commercial position, which may materially adversely affect its business, prospects, financial condition and results of operations. In addition, IPR Lake Qarun may not pursue the specific content or phasing of the work programme and budget for 2022 and 2023 associated with the El Fayum Investment Case. The terms of the Concessions and/or applicable law also impose standards and requirements in relation to the activities of the Contractor Parties, including those that the parties have agreed under the JOAs will be delegated to or otherwise undertaken by IPR Lake Qarun as operator. While the Directors believe that IPR is a reputable and experienced operator in Egypt, there can be no assurance that IPR Lake Qarun will observe all such standards or requirements in the course of its activities as operator.
Failure by IPR Lake Qarun as operator to comply with its (or the Contractor Parties') obligations under the Concessions and/or applicable law including, for example, health and safety and environmental requirements, may result in delays or increased costs, lead to fines, penalties and restrictions imposed on the Group (as a Contractor Party) and/or the withdrawal of licenses or termination of the agreements to which the Group is a party. The Group may also be subject to claims by or in respect of the operator regarding potential non-compliance with its obligations under the Concessions of the JOAs – for example, based on the operator indemnity in the JOAs described in paragraph 2.5 of Part III (Principal Terms of the Transaction) of this Circular.
In addition, IPR Lake Qarun and the wider IPR Energy Group are not subject to the same legislative, regulatory, disclosure and governance requirements as Company, as a UK public company admitted to the Official List traded on the premium segment of the main market of the London Stock Exchange. In addition, as a privately owned business, the IPR Energy Group is not required or expected to take into account the guidance, advice and recommendations of proxy advisory services and other bodies representing institutional and other shareholders. As a result of this difference in the applicable legislative, regulatory, disclosure and governance regime, the IPR Energy Group will or may not conduct and manage its business, operations and finances in the same manner as the Group and, as a result, this can be have an impact on the activity undertaken by or through IPR Lake Qarun as operator of the Concessions following Completion. Without limitation to the generality of the preceding sentences, the assumption of operatorship by IPR Lake Qarun may mean:
• alternative HSSE and other operational protocols, policies and procedures, including any health and safety measures taken in response to the COVID-19 pandemic.
The El Fayum FOA and the North Beni Suef FOA contain certain warranties and indemnities from Pharos El Fayum in favour of IPR Lake Qarun. These warranties and indemnities are broadly customary in nature for transactions of this type. If the Group is required in the future to make payments under any of the warranties or indemnities the costs of such payments could have an adverse effect on its business, financial condition and results of operations.
Shareholders should also note that the warranties and indemnities from Pharos El Fayum in the Farm-Out Agreements are more extensive that the warranties and indemnities provided to the Group in connection with its original acquisition of Pharos El Fayum announced in 2018. As stated in the 2018 Acquisition Circular in connection with that acquisition, the terms of the relevant share purchase agreement (the "2018 SPA") reflected a competitive auction process with limited protections provided to the Group by the seller, Merlon International LLC ("Merlon International"). In addition, many of the warranties and indemnities received by the Group under the 2018 SPA will not, as a result of time or other limitations on liability contained in the 2018 SPA, be capable of recovery from Merlon International. It is also unclear whether the financial position of Merlon International would represent a further obstacle to recovery, even if a claim was not otherwise excluded or restricted under the 2018 SPA.
Accordingly, it is possible that Pharos El Fayum could be liable under warranties and/or indemnities in the El Fayum FOA and/or the North Beni Suef FOA in respect of matters relating to the matters or events arising before the Group's period of ownership of Pharos El Fayum and in respect of which it does not have any right of recourse or recovery from Merlon International.
Any material liability incurred by Pharos El Fayum under the warranties and/or indemnities in the El Fayum FOA and/or the North Beni Suef FOA, where the Group does not have a separate right of recourse or recovery in relation to that liability, could adversely affect the Group's, or the Continuing Group's, business, results of operations, financial conditions and prospects.
The Brent Price Contingent Consideration of up to US\$20 million in aggregate under the El Fayum FOA is dependent on the average Brent Price during the calendar years 2022, 2023, 2024 and 2025. If the average Brent Price in any of those calendar years is below the minimum threshold for the Brent Price Contingent Consideration of US\$62/bbl, no Brent Price Contingent Consideration will be payable in respect of that calendar year.
Prices for crude oil fluctuate widely. Among the factors that can or could cause these price fluctuations are: (a) the level of consumer demand; (b) domestic and worldwide supplies of crude oil; (c) the price and quantity of imported and exported crude oil; (d) domestic and international drilling activity; (e) the actions of other crude oil exporting nations, including the Organization of Petroleum Exporting Countries (OPEC); (f) weather conditions and changes in weather patterns; (g) the availability, proximity and capacity of appropriate transportation facilities, gathering, processing and compression facilities and refining facilities; (h) worldwide economic and political conditions, including political instability or armed conflict in oil and gas producing regions; (i) the price and availability of, and demand for, competing energy sources, including alternative energy sources; (j) the nature and extent of governmental regulation, including environmental regulation, regulation of derivatives transactions and hedging activities, tax laws and regulations and import and export laws and regulations; (k) the level and effect of trading in commodity futures markets, including trading by commodity price speculators and others; and (l) the effect of worldwide energy conservation measures.
The Continuing Group has, and will have, no control or influence over the Brent Price and cannot accurately predict the Brent Price for the four calendar years applicable to the Brent Price Contingent Consideration. Accordingly, there can be no assurance that any element of the Brent Price Contingent Consideration will become due and payable under the El Fayum FOA.
Even if any part of the Brent Price Contingent Consideration becomes due and payable under the El Fayum FOA, the satisfaction of that obligation by IPR Lake Qarun – that is, the payment to Pharos El Fayum of the relevant part of the Brent Price Contingent Consideration – remains dependent on the financial covenant and position of IPR Lake Qarun and its guarantor IPR Energy AG.
As described in paragraph 1.8 of Part III (Principal Terms of the Transaction) of this Circular, the parties to the El Fayum FOA may agree to waive the Condition relating to the Third Concession Amendment.
If the parties agree to such waiver, and Completion occurs before signature of the Third Concession Amendment, then:
There can be no assurance that the Third Concession Amendment will ever be signed and, accordingly, agreement to waive the relevant Condition and to proceed to Completion without the Third Concession Amendment could result in a temporary or permanent reduction in the total consideration to be received by the Group under the El Fayum FOA.
As stated elsewhere in this Circular, the original application for the North Beni Suef Concession was made by Pharos El Fayum under its previous name, Merlon Petroleum El Fayum Company, while still under the ownership of Merlon International. As a consequence of this the North Beni Suef Concession was awarded and signed in the former name, notwithstanding at the time of signature the company was part of the Group with the registered name Pharos El Fayum. There is a risk that, as a result of the increased engagement with EGPC in relation to the Transaction and, in particular, in connection with the Deed of Assignment for North Beni Suef, EGPC will seek to impose or levy on Pharos El Fayum an additional assignment bonus for North Beni Suef (over and above any bonus due in relation to the Deed of Assignment) to reflect the change in its registered name or any related change of control, notwithstanding that the change of name and change of control in Pharos El Fayum occurred before the signature of the North Beni Suef Concession.
The Group does not believe any such additional assignment bonus is properly payable in relation to the change or name or control of Pharos El Fayum, and intends to challenge any attempt to impose or levy such a bonus. However, there can be no assurance that, if such a bonus is levied or imposed, any challenge will be successful. If such a bonus is imposed or levied, or attempted to be imposed or levied, against Pharos El Fayum, it could be expected to be calculated by EGPC on the basis described in paragraph 10.1(j) (i) of Part VI (Additional Information) in this Circular.
If the Transaction completes, the value of the Sale Interests may rise above the consideration payable under the terms of the Farm-Out Agreement if, for example, after Completion there is an exploration discovery on either or both Concessions, or if the development drilling campaign planned for the El Fayum Concession results in increased production above expectations. Therefore, in entering into the Transaction, there is a risk that the Group may not be realising the maximum possible value for the Sale Interests.
Currently, crude oil produced from the El Fayum Concession is typically evacuated by road tanker from the field to the Suez Refinery, located approximately 150km east of Cairo and 3km west of the Central Business District of the city of Suez in the north of the Gulf of Suez. The refinery is owned by the Suez Oil Processing Company (SOPC), a wholly owned subsidiary of EGPC, the Egyptian state oil and gas company. Development of the contingent resources or further exploration success within the Concession – for example as a result of the additional investment from IPR Lake Qarun following Completion – could mean that there will be a level of production reached at which point the current evacuation of crude oil from the El Fayum Concession to the refinery by road tanker is no longer feasible. At present the Directors believe that this constraint threshold is around 18,000 bopd, but this may be an overestimate. If production approaches or reaches, or is anticipated to reach, the threshold at which the current evacuation option is no longer feasible, the Group or, following Completion, the Continuing Group and its JV partners will require to consider other options, including evacuation by pipeline, most likely a tie-in pipeline to the main Suez – Mediterranean Pipeline (SUMED) some 15 km north of El Fayum. Any such infrastructure constraint of production from the El Fayum Concession could therefore restrict or delay the benefits to the Group or, following Completion, the Continuing Group of production above the constraint until the pipeline is approved, funded and constructed.
Pharos's strategic ambition is to deliver value and long term sustainable growth for all stakeholders through the responsible management of its current portfolio and the careful selection of growth opportunities. There can be no assurance that the Group will continue to implement this strategy successfully or that future oil and gas prices will support this business model in the future. Any failure to do so could materially adversely affect the reputation, financial condition and/or operating results of the Group.
The Sale Interests represent a significant component of the production assets of the Group. The remainder of the Group's portfolio consists of a blend of early stage exploration and mature production assets with additional upside potential. If the Transaction proceeds to Completion, the Group will have reduced operating cash flow from production assets, and, although the Transaction will also result in the Group reducing its working interest in the exploration acreage on both Concessions, the overall portfolio of the Group will have a greater proportion of early stage exploration assets. Exploration is capital intensive and inherently risky by its nature. There is no certainty that any future exploration drilling will be successful or that the Group or, following Completion, the Continuing Group will be able to successfully add commercial resources or reserves that are economically recoverable to its portfolio of assets. If it is successful, there is no certainty over what timeframe any subsequent appraisal or development will take place, and therefore when any revenues will be earned.
The Group's and, following Completion, the Continuing Group's future oil and gas reserves, production and cash flows to be derived therefrom are highly dependent on its success in exploiting its current reserve and resource base. Without the addition of reserves through exploration, acquisition or development activities, the Group's reserves and production will decline over time as reserves are exploited.
A future increase in the Group's or the Continuing Group's reserves will depend not only on its ability to develop present properties, but also on its ability to select and acquire suitable producing properties or prospects. If such efforts are unsuccessful, the Group's or the Continuing Group's total reserves will not increase and are likely to decline, which could have a material adverse effect on its business, financial condition, prospects and/or results of operations of the Group or the Continuing Group. This could in turn have an adverse effect on the Group's and the Continuing Group's future production and, ultimately, its long term revenue and cash flow.
Development of 2P reserves and further development of any discovered contingent resources from the El Fayum Concession requires the successful implementation of secondary recovery methods (e.g. waterflooding) as a reservoir drive mechanism. Rate and ultimate recovery of reserves from the El Fayum Concession will be dependent on the implementation of a full waterflood secondary recovery programme.
There are currently only five water injector wells active (all in the Greater Silah area) on the Concession. Two new water injection pilot schemes were tested successfully in parts of the main Silah field in 2020, with the result that McDaniel, the Group's independent reserves auditor, moved a portion of contingent resources into the 2P reserves category.
Following the successful pilot water injection tests the Company commenced a nine month phase 1B waterflood programme in H1 2021, which involves re-entering several existing wells to undertake perforations, re-perforations and completions with a work-over rig. The main phase 2 of the waterflood programme, where a minimum of 9 new water injector wells are expected to be drilled, plus the construction of certain new facilities and the use of high-pressure pumps, will only be possible following Completion and the access to the requisite additional capital it will make available. In the smaller satellite fields on the El Fayum Concession, the Company believes there is limited scope for potential water injection and it may not be possible to implement that method to develop existing contingent resources.
The so-called Northern Area of the El Fayum Concession has been inaccessible for many years due to the presence there of several military installations and firing range. Yet this area is in the deepest part of the geological basin where one of the main source rocks (the ARF formation) is likely to have been most generative and its therefore considered by the Directors to be highly prospective.
In October 2019, Pharos El Fayum filed a force majeure request with EGPC with respect to the entire exploration area (as opposed to the Northern Area only) on the ground that inaccessibility of the Northern Area had effectively impaired the ability of Pharos El Fayum to carry out a proper ranking of the overall prospect portfolio over the entire exploration area and to prudently decide which prospects were the most attractive to be targeted by the four remaining exploration commitment wells. On 10 December 2019, EGPC informed Pharos El Fayum that EGPC's Board had accepted the force majeure claim, but only in relation to the Northern Area, agreeing a compensatory period to carry out activities in the Northern Area, if and when it became accessible, such compensatory period calculated by reference to the date of signature of the second amendment of the El Fayum Concession (being 22 August 2017).
The Third Concession Amendment, when signed, will have the effect of extending the exploration period for an additional three and a half years, starting retroactively from 16 November 2020. The Third Concession Amendment will, if signed, also result in the entire compensatory period accrued in relation to the Northern Area until 15 November 2020 being waived, with the Northern Area then being treated as in the same manner as the other licensed exploration acreage, with no compensatory rights carried forward from the previous period.
The Northern Area has remained inaccessible to date and is likely, in the Directors' opinion, to remain inaccessible in the near term. Although the Directors understand there is a possibility of relocation of the military base and firing range to the south of the El Fayum Concession, this is unconfirmed. Unless and until some form of official confirmation to this or a similar effect is received, the Directors believe the present force majeure situation is unlikely to change. As such it is not possible to undertake field operations within the Northern Area, whether seismic surveys, drilling or otherwise, despite the potential prospectivity of the area. Pharos intends to make a new Force Majeure claim in respect of the Northern Area following the anticipated signature of the Third Concession Amendment, but there can be no assurance that EGPC will accept this claim or that the Northern Area will become accessible at any stage during the proposed three and a half-year extension to the exploration period (16 November 2020 to 15 May 2024) under the Third Concession Amendment.
The Transaction will, if it completes, result in the reduction of the Group's reserves and contingent resources as result of the farm-out of the El Fayum Sale Interest. As at 31 December 2020, the estimated 2P reserves of the El Fayum Concession net to the Company were 40.8 MMbbls, and the estimated 2C resources of the El Fayum Concession net to the Company were 19.0 MMbbls. Completion of the Transaction will reduce the Group's 2P reserves and 2C resources accordingly. The Group does not currently recognise any resources or reserves in the North Beni Suef Concession.
The reduction in the Group's 2P reserves may make raising funding more difficult or more expensive as the Continuing Group will not be able to use the El Fayum Sale Interest as collateral for future financing initiatives. The El Fayum Concession is not currently a borrowing base asset under the 2021 RBL Facility Agreement described in paragraph 10.1(a) of Part VI (Additional Information) of this Circular, and the reduction in 2P reserves as a result of the Transaction will have no impact on any existing facilities taken into account in making the statement in paragraph 12 (Working capital) of Part VI (Additional Information) of this Circular. However, the Continuing Group's ability to introduce its retained interest in the El Fayum Concession subsequently as a borrowing base asset, and the level of borrowing accessible by doing so, will be diminished materially as a result of the Transaction.
This may in turn result in the liquidity of the Continuing Group becoming insufficient and lead the Board to decide to seek additional sources of liquidity which may not be made available on the same basis and may in turn result in a significant increase in the Continuing Group's financing costs.
In addition, the lower level of 2P reserves may prevent or restrict the Continuing Group from securing funding to the level required to support its capital investment programme, which may reduce or delay some of the Continuing Group's capital expenditure plans and may further adversely impact the Continuing Group's future production and reserves, as well as the Continuing Group's future prospects with respect to its exploration and/or development projects and any future new ventures activity.
The Group's and, following Completion, the Continuing Group's business is highly dependent upon skilled personnel and professional staff in the areas of oil and gas exploration, appraisal and development, operations, engineering, and business development, and in particular on the regional knowledge and relationships of senior management in the jurisdictions in which the Group operates.
In particular, Ed Story, who is currently the President and Chief Executive Officer of Pharos, Jann Brown and Dr Mike Watts, currently joint Managing Directors of Pharos, and Sue Rivett, currently Chief Financial Officer of Pharos, will, subject to the outcome of the anticipated review of Board structure an composition following Completion, remain important to the success of the Continuing Group. These named individuals are employed on the basis of twelve months' notice periods, with covenants not to compete with the Group as well as customary confidentiality and non-solicitation obligations.
Were any of the Group's and, following Completion, the Continuing Group's key members of management to depart, the Group or the Continuing Group, may not be able to locate suitable replacement personnel in a timely manner, or at all. Any failure to retain key members of management could significantly delay or prevent the implementation of the strategy of the Continuing Group, which could have a material adverse effect on the Continuing Group's business, results of operations, financial condition or prospects.
Global competition in the oil and gas industry for management and technical personnel with relevant expertise and exposure to international best practices is intense due to the small number of qualified individuals in the labour market. The Group and, following Completion, the Continuing Group will place a particular emphasis, as part of its strategy, on hiring local staff rather than expatriates wherever possible, and as a result may have difficulty hiring and retaining qualified management and technical personnel in countries which have a limited supply of such personnel available locally. The Group, and, following Completion, the Continuing Group may be unable to retain its existing senior management and technical personnel or attract additional qualified personnel as the Group and, following Completion, the Continuing Group grows its operations in existing and/or new jurisdictions. As a result, the Group and, following Completion, the Continuing Group may face significant costs in attracting and retaining specialist personnel necessary for the operation and expansion of its business, and there can be no assurance that it will be able to do so in every or any case. Any failure to attract, retain or replace qualified technical personnel or senior management could significantly delay or prevent the successful implementation of the strategy of the Group and, following Completion, the Continuing Group which could have a material adverse effect on Group's and, following Completion, the Continuing Group's business, results of operations, financial condition or prospects.
Indeed, Completion itself may result in the Continuing Group having greater difficulty attracting, hiring and retaining management and technical personnel with relevant expertise, suitable qualifications and exposure to international best practices. The Transaction may or will be perceived by such personnel, either currently employed or engaged by the Group, or potential candidates for recruitment or hire by the Group or the Continuing Group, as resulting in the Continuing Group having a reduced or diminished size, control, influence, reputation, portfolio diversification, opportunity and/or financial position and, accordingly, representing a less attractive prospect as an employer, contractor or other counterparty. As noted above any failure to attract, hire and retain such personnel could significantly delay or prevent the implementation of the strategy of the Continuing Group, which could have a material adverse effect on the Continuing Group's business, results of operations, financial condition or prospects.
The Group incurred total cash capital expenditure of US\$63.4 million during 2019 and US\$41.3 million during 2020, with the latter figure affected by the reduced levels of operational activity arising from the COVID-19 pandemic discussed in Part I (Letter from the Chair of Pharos Energy plc) of this Circular. In addition, the Group reported in the 2021 Interim Results capital expenditure of US\$9.5 million during the first six months of 2021, again affected by reduced levels of operational activity in that period.
The Directors expect that the Continuing Group's development plan for its portfolio of assets will, following Completion, require significant further investment in the near term, including in connection with the various work programme commitments listed under the risk factor above entitled "The Group has a variety of work programme commitments across its portfolio of assets, including on both Concessions, that it may not be able to perform if the Transaction does not proceed". Part of this will be funded by means of the El Fayum Carried Costs and the North Beni Suef Carried Costs, but part of it will require to be funded directly by the Group.
The Group and, following Completion, the Continuing Group intends to fund its planned capital expenditure from amounts available under borrowings, operating cash flows resulting from production and sale of oil, natural gas and condensate, the sale of certain assets or the agreement of farm out financing arrangements in respect of certain assets, and potentially from corporate restructuring, refinancing of current debt, new borrowings or from capital markets funding, in the form of equity or debt.
In the longer term, the Group and, following Completion, the Continuing Group may not be able to generate sufficient funds from operating cash flows or, particularly during periods of distress and limited capital availability in the global capital markets, to raise sufficient funds from asset sales, from farm out arrangements, and from borrowing or raising debt or equity to meet its respective future capital expenditure requirements, or to do so at commercially acceptable or reasonable terms and/or cost. The Group's and, following Completion, the Continuing Group's ability to arrange future financing, and the cost of financing generally, depends on many factors, including:
(a) economic and capital markets conditions generally;
It may therefore be difficult or impossible, in the longer term, for the Group and/or, following Completion, the Continuing Group to obtain funding for existing or proposed capital expenditures on acceptable terms, or at all.
If the Group or, following Completion, the Continuing Group raises debt in the future, it will become more leveraged and subject to additional or more restrictive financial covenants and ratios, and/or may be required to extend security over its assets for the benefit of lenders, and if the Group or, following Completion, the Continuing Group raises debt in the future, it may become more leveraged and subject to additional or more restrictive financial covenants and ratios, and/or may be required to extend security over its assets for the benefit of lenders.
Any inability of the Group or, following Completion, the Continuing Group to generate or procure sufficient financing for capital expenditures in the longer term could adversely affect its ability to expand its respective business and meet its stated reserve and production targets, could result in the Group and, following Completion, the Continuing Group facing unexpected costs and delays in relation to the implementation of its exploration, appraisal and development plans and could adversely affect the Group's and, following Completion, the Continuing Group's ability to maintain its production at current levels, meet its commitments under certain of its exploration or development licences, and achieve its strategy. This could have a material adverse effect on the Group's and, following Completion, the Continuing Group's business, results of operations, financial condition or prospects.
The Group's and, following Completion, the Continuing Group's development plans may be unsuccessful if it is not possible to convert exploration licences into production licences.
Generally, the Group's licences, concessions, PSCs and other petroleum contracts grant a licence for the exploration and appraisal of hydrocarbons within defined areas and provide for certain commitments (for example, exploration and appraisal drilling commitments) to be completed within specified timeframes. If the Group or, following Completion, the Continuing Group is unable to meet the specified requirements and/or deadlines for commitments set out in its respective exploration licences, and fails to secure a waiver, amendment or extension of such requirements, this could result in premature termination, expiration, suspension or cancellation of any of its material exploration licences. In this context please also refer to the risk factor above entitled "The Group has a variety of work programme commitments across its portfolio of assets, including on both Concessions, that it may not be able to perform if the Transaction does not proceed". In certain cases, the Group is required to provide letters of credit when it enters into minimum work commitments, which it may have to write off if an asset is relinquished.
Even if the terms of the Group's exploration licences are met, the ability of the Group and, following Completion, the Continuing Group, to discover further hydrocarbon resources and/or reserves and to initiate production in respect of the same depends on its ability to explore effectively for, and subsequently appraise or evaluate, hydrocarbons within the exploration licenses and eventually convert its exploration licences into production licences or, in the case of Egypt, Development Leases. Even where new hydrocarbon resources or reserves are discovered, the Group and, following Completion, the Continuing Group, as the case may be, may be unable to negotiate commercially reasonable terms for development and production, and its development plans may be subject to delays or difficulties arising from the political, environmental and other conditions in the areas where the discovered reserves and resources are located.
Factors such as equipment or staff shortages, infrastructure problems, adverse weather conditions and natural disasters may also make it uneconomical to develop potential reserves and resources. In addition, the conversion of exploration licences into development and production licences will require approval from central, regional or local governments, which may be delayed or altogether unavailable for reasons beyond the Group's and, following Completion, the Continuing Group's ability to predict or control. The Group and, following Completion, the Continuing Group may also be required to raise debt or issue equity in order to implement its exploration, appraisal and development programmes.
Any inability of the Group and, following Completion, the Continuing Group to convert its exploration licences in line with exploration, appraisal and development programmes, as applicable, could delay or prevent production, which would limit the growth of future reserves and revenues and could have a material adverse effect on the Group's and, following Completion, the Continuing Group's expected return on investment, as applicable, and could have a material adverse effect on the Group's and, following Completion, the Continuing Group's business, results of operations, financial condition or prospects.
The Group's and, following Completion, the Continuing Group's operations are exposed to significant political, economic, fiscal, legal, regulatory and social uncertainties and instability in the jurisdictions in which it operates (including expropriation of assets, unilateral amendments to concessions, licences, production sharing or other petroleum contracts, hostilities, civil unrest and piracy). The occurrence of any such factors could have a material and adverse effect on the Group's and, following Completion, the Continuing Group's business, prospects and results of operations. In particular, in several jurisdictions in which the Group and, following Completion, the Continuing Group has assets, the less developed status of the legal systems may result in risks and uncertainties and regulatory requirements can be onerous and expensive. Furthermore, in some of these jurisdictions there is little legislation regulating oil and gas exploration, development, production or other activities which the Group and, following Completion, the Continuing Group may undertake. It may accordingly not be possible to establish, assert, protect or defend legal rights or title to assets in the jurisdictions in which the Group and, following Completion, the Continuing Group operates or proposes to operate with any certainty and any contracts, concessions, licences, production sharing or other petroleum contracts, joint ventures or other legal agreements may not be enforceable under local laws. There can also be no assurance that the Group's and, following Completion, the Continuing Group's title to some of its concession or licence interests or other assets will not be challenged or impugned. Any such challenge could have a material adverse effect on the Group's and, following Completion, the Continuing Group's business, prospects and results of operations.
The Group conducts and, following Completion, the Continuing Group will conduct business in a number of jurisdictions that have been allocated low scores on Transparency International's "Corruption Perceptions Index". Doing business in developing countries brings with it inherent risks associated with enforcement of the Group's and, following Completion, the Continuing Group's legal and contractual rights and third-party obligations, fraud, bribery and corruption.
Fraud, bribery and corruption are more common in some jurisdictions than in others. In addition, the oil and gas industries have historically been shown to be vulnerable to corrupt or unethical practices. While the Group maintains anti-corruption training programmes, codes of conduct and other safeguards designed to prevent the occurrence of fraud, bribery and corruption, it may not be possible for the Group to detect or prevent every instance of fraud, bribery or corruption in every jurisdiction in which its employees, agents, sub-contractors or joint venture partners are located. The Group and, following Completion, the Continuing Group may therefore be subject to civil and criminal penalties and to reputational damage.
In addition, prior to the Group's acquisition of Pharos El Fayum, neither Pharos El Fayum (then named Merlon Petroleum El Fayum Company) nor Petrosilah had a written comprehensive anti-corruption compliance programme in place in its business and there is a risk that instances of corruption have occurred within those organisations that have yet to come to light. Instances of fraud, bribery and corruption, and violations of laws and regulations in the jurisdictions in which the Group operate, including the UK Bribery Act 2010, could have a material adverse effect on its results of operations and financial conditions. In addition, as a result of the Group's anti-corruption training programmes, codes of conduct and other safeguards, there is a risk that it and, following Completion, the Continuing Group could be at a commercial disadvantage and may fail to secure contracts and licences to the advantage of other companies who may not have to comply with such anti-corruption safeguards.
Members of the Group or, following Completion, the Continuing Group may, from time to time, face the risk of litigation in connection with its business. Recovery may be sought against members of the Group or the Continuing Group for very large and/or indeterminate amounts and the existence and scope of liability may remain unknown for substantial periods of time. Substantial legal liability in the future could have a material adverse effect on the Group's or, following Completion, the Continuing Group's business, results of operations and/or financial condition.
The following is a summary of the principal terms of the Transaction. The El Fayum FOA and the North Beni Suef FOA, together with the agreed forms of the El Fayum JOA and the North Beni Suef JOA, are available for inspection up to and including the date of the General Meeting, as described in paragraph 15 of Part VI (Additional Information) of this Circular.
The El Fayum FOA was entered into on 14 September 2021 between Pharos El Fayum (as seller), IPR Lake Qarun (as buyer) and IPR Energy AG (as guarantor of IPR Lake Qarun's obligations). Under the El Fayum FOA, Pharos El Fayum agreed to sell and dispose, and IPR Lake Qarun has agreed to purchase and acquire, the El Fayum Sale Interest.
Pre-Completion and, ultimately, Completion under the El Fayum FOA are conditional upon the satisfaction or, where applicable, waiver of the following conditions:
Pharos El Fayum may waive the IPR Funding Condition unilaterally. The other Conditions may only be waived by agreement between Pharos El Fayum and IPR Lake Qarun.
In relation to the Shareholder Approval Condition, if Pharos Shareholders vote on the Resolution and do not approve or pass the Resolution, Pharos El Fayum shall pay a fee of US\$1 million (the "Break Fee") to IPR Lake Qarun within ten (10) days following such vote.
As at Latest Practicable Date, none of the Conditions stated above has been satisfied or waived, but in relation to the El Fayum EGPC Pre-Emption Condition, the final conditions of the assignment were submitted to EGPC on 16 September 2021.
If, by the long stop date of 14 May 2022 or such later date as the parties may agree (the "CP Long Stop Date"), any of the Conditions have not been satisfied or, as applicable, waived, the El Fayum FOA may be terminated by either principal party serving notice on the other, upon which the El Fayum FOA, other than certain specific continuing provisions, shall cease to have effect without liability except in respect of any prior breach or other accrued rights and obligations.
In addition, even if all of the Conditions are satisfied or waived by the CP Long Stop Date, these are only "pre-conditions" to formal Completion, which requires the approval of the Minister by the El Fayum Deed of Assignment. If, following satisfaction or waiver of all of the Conditions, the Minister does not subsequently approve both Deeds of Assignment by 14 September 2022 (or if the El Fayum Deed of Assignment is not approved by the Minister by the date which is thirty days after the approval of the North Beni Suef Deed of Assignment, or vice versa) then, unless otherwise agreed, the El Fayum FOA requires the parties to seek the return of the Deeds of Assignment and any applicable assignment bonus or, if necessary, to carry out the more formal unwinding procedure described in paragraph 1.14 below.
The consideration payable by IPR Lake Qarun to Pharos El Fayum for the El Fayum Sale Interest has three principal elements:
IPR Lake Qarun also paid to Pharos El Fayum, immediately following execution of the El Fayum FOA, a deposit of US\$1.2 million (the "El Fayum Deposit"). The El Fayum Deposit will be credited towards the El Fayum Base Consideration following Completion. If the El Fayum FOA is terminated without Completion having occurred, Pharos El Fayum will be required to repay the El Fayum Deposit to IPR Lake Qarun unless (a) termination occurs as a result of IPR Lake Qarun's breach of the El Fayum FOA or the North Beni Suef FOA; or (b) completion under the El Fayum FOA has taken place but completion under the North Beni Suef FOA has not taken place as a result of IPR Lake Qarun's breach of the North Beni Suef FOA, resulting in the parties being obliged to carry out the unwinding procedure described in paragraph 1.14 below.
The El Fayum FOA provides that any bonus payable under the El Fayum Concession in respect of the assignment of the El Fayum Sale Interest pursuant to the El Fayum FOA (the "El Fayum Assignment Bonus") will be met by the parties as follows.
1.4.3 the amount by which the El Fayum Assignment Bonus exceeds US\$1 million (the "El Fayum Bonus Excess") will then be deducted from the El Fayum Carried Costs (as defined in paragraph 1.5.1 below).
Under the El Fayum FOA, IPR Lake Qarun undertakes to pay, or carry, the costs of Pharos El Fayum attributable to the Retained El Fayum Interest under the El Fayum JOA or the El Fayum Concession in respect of the period from and including the date of Completion on a cash basis on the following principal terms:
The El Fayum FOA contains a mechanism for independent determination of the El Fayum Petroleum Receipts Adjustment, the El Fayum Non-Petroleum Receipts Adjustment, the El Fayum Invoicing Adjustment and the El Fayum Other Costs Adjustment in the absence of agreement between the parties of these amounts within specified timescales.
If any of the El Fayum Carried Costs, including any unused North Beni Suef Carried Costs supplementing the El Fayum Carried Costs, are not used by the date falling two years and six months after Completion, then IPR Lake Qarun shall, within 10 Business Days, pay to Pharos El Fayum the amount of the unused El Fayum Carried Costs in cash.
Under the El Fayum FOA, additional contingent consideration (the "Brent Price Contingent Consideration") will be payable in respect of each of the calendar years 2022, 2023, 2024 and 2025 if the Brent Price in that calendar year exceeds US\$62 per barrel. The Brent Price Contingent Consideration for each year will be equal to the amount by which the Brent Price for that year exceeds US\$62 per barrel (rounded down to the nearest dollar or half-dollar) multiplied by US\$175,000. By way of illustrative example, if the Brent Price for the calendar year 2022 was US\$75.25 per barrel, the Brent Price Contingent Consideration for that year would be US\$2,275,000 (rounding down the Brent Price to US\$75, representing an excess of US\$13 per barrel, and then multiplying that excess by US\$175,000).
Subject to paragraph 1.8.2 below, the maximum Brent Price Contingent Consideration payable in respect of each applicable calendar year is capped at US\$5 million and, accordingly, the maximum total Brent Price Contingent Consideration is US\$20 million. The Brent Price Contingent Consideration, if any, payable in respect of a calendar year will be due to Pharos El Fayum on 1 June in the immediately following calendar year.
The El Fayum FOA is structured such that, notwithstanding the date of the agreement and the date of Completion, the sale and transfer of the El Fayum Sale Interest by Pharos El Fayum to IPR Lake Qarun takes effect, or is treated as taking effect, from the Economic Date of 1 July 2020 as between the parties to the El Fayum FOA. As a consequence the El Fayum FOA provides for:
As stated in paragraph 1.2.4 above, a Condition under the El Fayum FOA is the Third Concession Amendment having been signed by all parties thereto. The Third Concession Amendment proposes a number of changes to the fiscal and other terms of the El Fayum Concession and, as stated in the Company's announcement of 30 March 2021 and its subsequent trading and operational update published on 14 July 2021, has been approved provisionally by EGPC. In addition, and as announced by the Company on 1 November 2021, the Third Concession Amendment has been approved by the Cabinet of Egypt. It remains subject to ratification by the Egyptian Parliament, approval by the Egyptian President and signature by the parties thereto.
Details of the principal changes proposed to the fiscal and other terms of the El Fayum Concession under the Third Concession Amendment are set out in paragraph 10.1(i) of Part VI (Additional Information) of this Circular.
The parties to the El Fayum FOA may agree to waive the Condition relating to the Third Concession Amendment. If they do so, and Completion occurs before signature of the Third Concession Amendment, then:
During the period between the date of the El Fayum FOA and Completion, Pharos El Fayum has agreed, subject to the terms of the El Fayum Concession, to certain interim period covenants set out in the El Fayum FOA, including, amongst others:
1.9.1 to keep IPR Lake Qarun fully informed in a timely manner of matters (not of a routine or minor nature) relating to the El Fayum Sale Interest;
Under the El Fayum FOA, Pharos El Fayum has given, as at the date of the agreement, certain warranties to IPR Lake Qarun in relatively customary terms for a transaction of the type. Certain of those warranties relating to Pharos El Fayum's unencumbered title to the El Fayum Sale Interest will be repeated at Completion.
IPR Lake Qarun and IPR Energy AG have also given, as at the date of the El Fayum FOA, warranties to Pharos El Fayum in respect of certain fundamental matters, including corporate status, solvency, their authority capacity to enter into and perform the El Fayum FOA and other transactions contemplated by the El Fayum FOA and the enforceability of the El Fayum FOA.
The El Fayum FOA also contains certain indemnities in relatively customary form for a transaction of the type, including:
Pharos El Fayum's liability under the warranties given by it under the El Fayum FOA is subject to certain customary limitations and exclusions and, in addition, the warranties are qualified by certain information and documents agreed as disclosed against the warranties. The limitations and exclusions on Pharos El Fayum's liability under the warranties include the following:
against it, exceeds an amount equal to US\$65,000, and (ii) the aggregate amount of liability of Pharos El Fayum in respect of all claims exceeding the sum set out in (i) exceeds an amount equal to US\$0.65 million (in which event, the whole of such aggregate amount is recoverable and not simply the excess).
Similar limitations apply to the fundamental warranties given by IPR Lake Qarun and IPR Energy AG under the El Fayum FOA.
As stated in the 2018 Acquisition Circular, under the terms of a letter agreement dated 17 May 2005, Pharos El Fayum granted Stratton Corporation ("Stratton") an overriding royalty interest (the "Stratton ORRI") in the El Fayum Concession in payment for services rendered in obtaining the concession area. Such overriding interest is equal to 3 per cent. of Pharos El Fayum's share of petroleum saved and sold from the El Fayum Concession as excess cost recovery petroleum (being the amount, if any, by which the value of the maximum cost recovery petroleum of a given quarter exceeds the total costs eligible for recovery in the same quarter) and production sharing petroleum. In relation to the Stratton ORRI or any replacement agreement, the El Fayum FOA provides that:
In addition, the El Fayum FOA provides that if, at Completion, there is an outstanding balance under the Stratton ORRI from the equivalent outstanding balance at the Economic Date ("Outstanding Economic Date ORRI"), the El Fayum Carried Costs shall be reduced by the amount of this Outstanding Economic Date ORRI. Thereafter, whenever the Outstanding Economic Date ORRI is reduced by payment or release or otherwise, the El Fayum Carried Costs shall be increased by an amount equal to the amount of such reduction. If the Outstanding Economic Date ORRI is reduced to zero, or Stratton confirms, or it is otherwise determined, that IPR Lake Qarun has no liability to Stratton for the Outstanding Economic Date ORRI, any such reduction to the El Fayum Carried Costs will be reversed and any necessary balancing payment(s) made by IPR Lake Qarun to Pharos El Fayum.
The obligations of IPR Lake Qarun under the El Fayum FOA, both financial and non-financial, are guaranteed by the immediate parent company of IPR Lake Qarun, IPR Energy AG. The guarantee is given by IPR Energy AG to Pharos El Fayum as a primary obligor and not only as a surety.
As IPR Energy is not the ultimate holding company of the IPR Energy Group, the El Fayum FOA also includes:
IPR Lake Qarun has the right to terminate the El Fayum FOA before Completion on notice to Pharos El Fayum in the event of breach of certain of the fundamental warranties given by Pharos El Fayum relating to its unencumbered title to the El Fayum Sale Interest. If such notice of termination is given after Pre-Completion but before Completion, the El Fayum FOA provides for the parties to inform EGPC and the Minister that they do not wish to proceed with the relevant assignment and request the return of the Assignment Bonus and the Replacement Guarantees and the return of the Deed of Assignment without it being executed by the Minister.
Each of Pharos El Fayum and IPR Lake Qarun also has the right to terminate the El Fayum FOA before Completion as a result of certain change of control events affecting the other party where such an event occurs before Pre-Completion.
In addition to the termination provisions described above, the El Fayum FOA contains a procedure seeking to "unwind" the transfer and assignment of the El Fayum Sale Interest in the event that the Deed of Assignment for the El Fayum Sale Interest is signed by EGPC and the Minister but the Deed of Assignment for the North Beni Suef Sale Interest is not signed by EGPC and the Minister before the long stop date for Completion. The procedure involves the parties using their best endeavours to obtain the approval of EGPC to the form of the deed of assignment transferring the El Fayum Sale Interest back from IPR Lake Qarun to Pharos El Fayum (the "Deed of Reassignment"), executing the Deed of Reassignment approved by EGPC and using their best endeavours to procure the Minister executes the Deed of Reassignment, together with dealing with various ancillary matters including termination of the El Fayum JOA, transfer of any shares in Petrosilah previously transferred, the payment of any bonus due in relation to the Deed of Reassignment and, if Pharos El Fayum requests, the reinstatement of Pharos El Fayum as operator and the reinstatement of Pharos El Fayum nominees as Contractor representatives on the Petrosilah Board. Any Assignment Bonus payable in connection with the Deed of Reassignment will be paid by Pharos El Fayum.
An equivalent "unwinding" procedure applies in the reverse situation – that is, where the Deed of Assignment for the North Beni Suef Sale Interest is signed by EGPC and the Minister but the Deed of Assignment for the El Fayum Sale Interest is not signed by EGPC and the Minister before the long stop date for Completion – save that there is no requirement to transfer back shares in Petrosilah in that situation and no requirement for the reinstatement of Pharos El Fayum nominees as Contractor representatives on the Petrosilah board.
IPR Lake Qarun is not obliged to take on any of the Group's staff in Egypt or elsewhere. However, under the El Fayum FOA, IPR Lake Qarun has agreed to reimburse to Pharos El Fayum the severance and other payments made or required by law as a result of an employee of the Group based in Egypt ceasing to be an employee of the Group between the date of the agreement and the date 6 months after Completion if the individual concerned becomes an employee or consultant of the IPR Energy Group within 6 months after ceasing to be an employee of the Group.
The El Fayum FOA is governed by the law of England and Wales.
In the event of a dispute arising out of or relating to the El Fayum FOA a party may, within ten (10) Business Days of notification of the dispute by or to that party, request that the parties seek settlement of that dispute by mediation in accordance with the LCIA Mediation Rules. Any dispute not referred to mediation, or which is referred to mediation but not settled within sixty (60) days of the notice of mediation being given, shall be referred to and finally resolved by arbitration under the LCIA Arbitration Rules.
The El Fayum JOA is an agreed form document to be entered into between Pharos El Fayum and IPR Lake Qarun at Completion, intended to govern their relationship as parties comprising the Contractor Party under the El Fayum Concession. Under the El Fayum JOA, IPR Lake Qarun will assume operatorship of the El Fayum Concession, as between the parties comprising the Contractor Party.
The form of the El Fayum JOA is based on the AIPN Model Form Joint Operating Agreement, with certain modifications to reflect, amongst other things, the terms of the El Fayum Concession, local law and regulation, the region of operations and the fact that Petrosilah, the joint stock company owned by the parties comprising the Contractor Party and EGPC, is the operating company under the El Fayum Concession.
As stated above, Petrosilah is designated as the operating company under the El Fayum Concession. Petrosilah is a joint stock company incorporated in Egypt, with each of Pharos El Fayum and EGPC holding 50% of its capital stock prior to Completion. Under the Transaction, Pharos El Fayum will transfer a 27.5% interest in the capital stock of Petrosilah to IPR Lake Qarun, with Pharos El Fayum retaining a 22.5% interest. EGPC's 50% interest in the capital stock of Petrosilah will remain unchanged as a result of the Transaction. The Petrosilah Board comprises four representatives of EGPC and four representatives of the Contractor. Currently the four directors representing the Contractor are appointees of Pharos El Fayum.
The El Fayum JOA provides that IPR Lake Qarun, as operator, will have the right to appoint three directors to the Petrosilah Board as representatives of the Contractor, with Pharos El Fayum having the right to appoint the remaining director representing the Contractor. EGPC will retain its four directors on the Petrosilah Board.
The appointment of IPR Lake Qarun as operator under the El Fayum JOA has no effect on the status of Petrosilah as designated operating company under the El Fayum Concession or any joint operations to be carried out by Petrosilah under the El Fayum Concession. However, the El Fayum JOA provides that the directors representing the relevant Contractor party shall vote at Petrosilah Board meetings in accordance with the instructions of the El Fayum Operating Committee (as defined in paragraph 2.4 below). If a matter is proposed at the Petrosilah Board in relation to which the Operating Committee has not given instructions, each party to the El Fayum JOA shall procure that the director nominated by it shall vote to defer consideration of that matter at the Petrosilah Board until after the Operating Committee has given instructions.
Immediately following execution of the El Fayum JOA the participating interests of the parties under the El Fayum JOA will be:
| IPR Lake Qarun | 55% and operatorship |
|---|---|
| Pharos El Fayum | 45% |
The El Fayum JOA will establish an operating committee (the "El Fayum Operating Committee"), with the general power and duty to authorise and supervise joint operations under the El Fayum Concession, subject to applicable laws and the provisions of the El Fayum Concession itself. The decisions of the El Fayum Operating Committee will be binding upon the parties to the El Fayum JOA but not directly on Petrosilah or EGPC. Each party to the El Fayum JOA shall have the right to appoint one representative and one alternate representative to serve on the El Fayum Operating Committee. The designated operator under the El Fayum JOA, initially IPR Lake Qarun, shall have the right to appoint the chairman of the El Fayum Operating Committee and all subcommittees.
Subject to certain matters requiring unanimous approval and other exceptions, decisions, approvals, and other actions of the El Fayum Operating Committee on all proposals coming before it shall be decided by the affirmative vote of two (2) or more non-affiliated parties then having collectively at least seventy per cent (70%) of the participating interests in the El Fayum JOA. Matters requiring the unanimous approval of the parties to the El Fayum JOA as joint operations include (subject in certain cases to the operator and any other assenting party or parties being entitled to proceed as an exclusive operation described in paragraph 2.7):
The El Fayum JOA contains a relatively customary provision limiting the liability of the operator, other than as to its own participating interest, for damage, loss, cost, or liability resulting from performing (or failing to perform) the duties and functions of the operator, save in certain situations involving the wilful misconduct of the operator. This limitation is supported by an indemnity from the non-operator parties, again in relatively customary terms.
The El Fayum JOA recognises a distinction between annual work programmes and budgets prepared by the operator and submitted to the El Fayum Operating Committee under the El Fayum JOA ("El Fayum JOA Work Programme and Budget") and annual work programmes and budgets approved by the Petrosilah Board under the El Fayum Concession and the charter and the by-laws of Petrosilah ("Petrosilah Work Programme and Budget"). If an El Fayum JOA Work Programme and Budget is approved by the El Fayum Operating Committee, the operator shall, subject to the terms of the El Fayum JOA, be authorised to conduct the joint operations set out in such approved El Fayum JOA Work Programme and Budget unless these are to be carried out by Petrosilah pursuant to a Petrosilah Work Programme and Budget. A Petrosilah Work Programme and Budget, or any revision thereto, approved by the Petrosilah Board, shall be deemed to be approved by the El Fayum Operating Committee and the operator shall be authorised to make payments to Petrosilah pursuant to such Petrosilah Work Programme and Budget.
The El Fayum JOA provides for certain exploration, appraisal or development activities to be undertaken by fewer than all parties to the agreement as an "Exclusive Operation" rather than as a joint operation, subject to the terms and conditions of the El Fayum Concession. Minimum work obligations may not be carried out as Exclusive Operation. Any party not initially participating in an Exclusive Operation will, under the terms of the El Fayum JOA, have a limited right to elect subsequently to participate in the Exclusive Operation on payment of a premium of either three times or five times (depending on the nature of the activity) that party's participating interest share of all costs and liabilities incurred in the Exclusive Operation.
The El Fayum JOA provides for a three tier procedure for the award of contracts relating to joint operations, where such award is made by the operator under the El Fayum JOA rather than Petrosilah. Broadly, the operator may award contracts with a value of up to US\$0.5 million without a tender process and without El Fayum Operating Committee approval. Contracts with a value of between US\$0.5 million and US\$3 million (or US\$2 million for exploration or appraisal operations) require the operator to undertake a tender process with some involvement from the other parties but without the need for El Fayum Operating Committee approval. Contracts with a higher value require the operator to undertake a tender process and to obtain El Fayum Operating Committee approval before award. The procedure for awarding contracts by Petrosilah shall be determined by the Petrosilah Board.
The El Fayum JOA also confers authority on the operator in its sole discretion to compromise or settle any such claim or suit or any related series of claims or suits in relation to any joint operations for an amount up to US\$0.5 million exclusive of legal fees. The approval of the El Fayum Operating Committee is required in relation to compromises or settlements for amounts above US\$0.5 million.
The El Fayum JOA provides that each of the parties may, subject always to the El Fayum Concession, assign their participating interest in the El Fayum JOA:
The El Fayum JOA also includes a right of pre-emption of the other parties in the event of an assignment or proposed assignment to an assignee that is not an affiliate of the assignor. This right of pre-emption includes provision for agreement or determination of the value of a proposed assignment for consideration other than cash or where it forms part of a wider transaction. Broadly, each party to the El Fayum JOA entitled to pre-emption in respect of a proposed assignment will have a period of 30 days to exercise its right of pre-emption and, in the event that no such right of pre-emption is exercised, the proposed assignor will have a period of 180 days plus such additional period as may be required to secure governmental approvals to conclude the assignment to the proposed non-affiliated assignee.
The El Fayum JOA provides that, subject to the El Fayum Concession, any party not in default may, after fulfilment of all minimum work obligations, withdraw from the El Fayum JOA and the El Fayum Concession by giving notice to all other parties and subject, amongst other things, to the party proposing to withdraw remaining liable for its share of certain costs, including (a) expenditure under any El Fayum JOA Work Programme and Budget approved by the El Fayum Operating Committee before the effective date of withdrawal, (b) expenditure related to an emergency occurring before the effective date of withdrawal, regardless of when such expenditure is incurred, and (c) abandonment costs relating to all property at the date of notice of withdrawal and any property the drilling, construction or acquisition of which was approved by the El Fayum Operating Committee prior to the date of the notice of withdrawal.
The El Fayum JOA contains relatively customary default provisions, with the penalties and consequences of default escalating over time. Ultimately a party in persistent default may be required to withdraw completely from the El Fayum JOA at the discretion of a non-defaulting party, subject to the approval of EGPC and the Minister. Alternatively a defaulting party may, at the discretion of a non-defaulting party subject again to the approval of EGPC and the Minister, have its participating interest subject to "withering", requiring the transfer or assignment of a percentage of its participating interest (such percentage being determined with reference to the market value, as either agreed between the parties or determined by an expert, discounted by 20%) to settle outstanding amounts due under the JOA by the defaulting party. A non-defaulting party or parties receiving the transfer or assignment of the participating interest (or part thereof) from a defaulting party under the "withering" process is then required to pay the corresponding and proportionate share of the outstanding amount in default.
The El Fayum JOA provides that Operator G&A charged to the joint accounts under the El Fayum JOA and the North Beni Suef JOA shall be subject to a combined cap of US\$2 million per year to the end of 2022. This combined cap will be allocated between the joint accounts established under the El Fayum JOA and the North Beni Suef JOA on a fair and equitable basis approved by the El Fayum Operating Committee. From the start of 2023, the cap will cease to apply to the North Beni Suef JOA but will continue to apply to Operator G&A under the El Fayum JOA, subject to indexation from 1 January in the year following the second anniversary of Completion. Indexation in each year shall be at the greater of (i) 5%; and (ii) the increase in the Egyptian Consumer Price Index for the twelve (12) month period ending three (3) months prior to the start of the relevant year.
The El Fayum JOA will be governed by, and interpreted in accordance with, the law of England and Wales.
Any dispute, controversy or claim arising out of, relating to, or connected with the El Fayum JOA or the operations and activities carried out under the El Fayum JOA will be resolved through final and binding arbitration in accordance with the LCIA Rules of Arbitration, subject to:
The North Beni Suef FOA was entered into on 14 September 2021 between Pharos El Fayum (as seller), IPR Lake Qarun (as buyer) and IPR Energy AG (as guarantor of IPR Lake Qarun's obligations). Under the North Beni Suef FOA Pharos El Fayum agreed to sell and dispose, and IPR Lake Qarun has agreed to purchase and acquire, the North Beni Suef Sale Interest.
Pre-Completion and, ultimately, Completion under the North Beni Suef FOA are conditional upon the satisfaction or, where applicable, waiver of the following conditions:
Pharos El Fayum may waive the IPR Funding Condition unilaterally. The other Conditions may only be waived by agreement between Pharos El Fayum and IPR Lake Qarun.
As at Latest Practicable Date, none of the Conditions stated above has been satisfied or waived, but in relation to the North Beni Suef EGPC Pre-Emption Condition, the final conditions of the assignment were submitted to EGPC on 16 September 2021.
If, by the CP Long Stop Date, any of the Conditions have not been satisfied or, as applicable, waived, the North Beni Suef FOA may be terminated by either principal party serving notice on the other, upon which the North Beni Suef FOA, other than certain specific continuing provisions, shall cease to have effect without liability except in respect of any prior breach or other accrued rights and obligations.
In addition, even if all of the Conditions are satisfied or waived by the CP Long Stop Date, these are only "pre-conditions" to formal Completion, which requires the approval of the Minister by the North Beni Suef Deed of Assignment. If, following satisfaction or waiver of all of the Conditions, the Minister does not subsequently approve both Deeds of Assignment by 14 September 2022 (or if the North Beni Suef Deed of Assignment is not approved by the Minister by the date which is thirty days after the approval of the El Fayum Deed of Assignment, or vice versa) then, unless otherwise agreed, the North Beni Suef FOA requires the parties to seek the return of the Deeds of Assignment and any applicable assignment bonus or, if necessary, to carry out the more formal unwinding procedure described in paragraph 3.11 below.
The consideration payable by IPR Lake Qarun to Pharos El Fayum for the North Beni Suef Sale Interest has two principal elements:
IPR Lake Qarun also paid to Pharos El Fayum, immediately following execution of the North Beni Suef FOA, a deposit of US\$0.8 million (the "North Beni Suef Deposit"). The North Beni Suef Deposit will be credited towards the North Beni Suef Base Consideration following Completion. If the North Beni Suef FOA is terminated without Completion having occurred, Pharos El Fayum will be required to repay the North Beni Suef Deposit to IPR Lake Qarun unless (a) termination occurs as a result of IPR Lake Qarun's breach of the El Fayum FOA or the North Beni Suef FOA; or (b) completion under the North Beni Suef FOA has taken place but completion under the El Fayum FOA has not taken place as a result of IPR Lake Qarun's breach of the El Fayum FOA, resulting in the parties being obliged to carry out the unwinding procedure described in paragraph 3.11 below.
The North Beni Suef FOA provides that any bonus payable under the North Beni Suef Concession in respect of the assignment of the North Beni Suef Sale Interest pursuant to the North Beni Suef FOA (the "North Beni Suef Assignment Bonus") will be met by the parties as follows.
Under the North Beni Suef FOA, IPR Lake Qarun undertakes to pay, or carry, the costs of Pharos El Fayum attributable to the Retained North Beni Suef Interest under the North Beni Suef JOA or the North Beni Suef Concession in respect of the period from and including the date of Completion on a cash basis on the following principal terms:
3.5.3 Pharos El Fayum will remain entitled to the cost petroleum (or cost recovery petroleum) attributable to the North Beni Suef Carried Costs as if the North Beni Suef Carried Costs had been paid by Pharos El Fayum directly.
The North Beni Suef FOA contains a mechanism for independent determination of the North Beni Suef Non-Petroleum Receipts Adjustment, the North Beni Suef Invoicing Adjustment and the North Beni Suef Other Costs Adjustment in the absence of agreement between the parties of these amounts within specified timescales.
The North Beni Suef FOA is structured such that, notwithstanding the date of the agreement and the date of Completion, the sale and transfer of the North Beni Suef Sale Interest by Pharos El Fayum to IPR Lake Qarun takes effect, or is treated as taking effect, from the Economic Date of 1 July 2020 as between the parties to the North Beni Suef FOA. As a consequence the North Beni Suef FOA provides for:
During the period between the date of the North Beni Suef FOA and Completion, Pharos El Fayum has agreed, subject to the terms of the North Beni Suef Concession, to certain interim period covenants set out in the North Beni Suef FOA, including, amongst others:
Under the North Beni Suef FOA Pharos El Fayum has given, as at the date of the agreement, certain warranties to IPR Lake Qarun in relatively customary terms for a transaction of the type. Certain of those warranties relating to Pharos El Fayum's unencumbered title to the North Beni Suef Sale Interest will be repeated at Completion.
IPR Lake Qarun and IPR Energy AG have also given, as at the date of the North Beni Suef FOA, warranties to Pharos El Fayum in respect of certain fundamental matters, including corporate status, solvency, their authority capacity to enter into and perform the North Beni Suef FOA and other transactions contemplated by the North Beni Suef FOA and the enforceability of the North Beni Suef FOA.
The North Beni Suef FOA also contains certain indemnities in relatively customary form for a transaction of the type, including:
Pharos El Fayum's liability under the warranties given by it under the North Beni Suef FOA is subject to certain customary limitations and exclusions and, in addition, the warranties are qualified by certain information and documents agreed as disclosed against the warranties. The limitations and exclusions on Pharos El Fayum's liability under the warranties include the following:
Similar limitations apply to the fundamental warranties given by IPR Lake Qarun and IPR Energy AG under the North Beni Suef FOA.
The obligations of IPR Lake Qarun under the North Beni Suef FOA, both financial and non-financial, are guaranteed by the immediate parent company of IPR Lake Qarun, IPR Energy AG. The guarantee is given by IPR Energy AG to Pharos El Fayum as a primary obligor and not only as a surety.
As IPR Energy is not the ultimate holding company of the IPR Energy Group, the North Beni Suef FOA also includes:
3.10.1 a warranty from IPR Lake Qarun and IPR Energy AG that no legal and/or beneficial interests in an IPR Group E&P Asset are held by a member of the IPR Energy Group that is not a wholly owned subsidiary of IPR Energy AG; and
3.10.2 an undertaking by IPR Lake Qarun and IPR Energy AG that, if at any time the legal and/or beneficial interest in an IPR Group E&P Asset is held by an IPR Group entity which is not a wholly owned subsidiary of IPR Energy AG, then they shall procure that a guarantee, in equivalent terms is granted by such entity in favour of Pharos El Fayum no later than the time such entity acquires such relevant interest or ceases to be a wholly owned subsidiary of the IPR Energy AG as the case may be.
IPR Lake Qarun has the right to terminate the North Beni Suef FOA before Completion on notice to Pharos El Fayum in the event of breach of certain of the fundamental warranties given by Pharos El Fayum relating to its unencumbered title to the North Beni Suef Sale Interest. If such notice of termination is given after Pre-Completion but before Completion, the North Beni Suef FOA provides for the parties to inform EGPC and the Minister that they do not wish to proceed with the relevant assignment and request the return of the Assignment Bonus and the Replacement Guarantees and the return of the Deed of Assignment without it being executed by the Minister.
Each of Pharos El Fayum and IPR Lake Qarun also has the right to terminate the North Beni Suef FOA before Completion as a result of certain change of control events affecting the other party where such an event occurs before Pre-Completion.
In addition to the termination provisions described above, the North Beni Suef FOA contains a procedure for "unwinding" the transfer and assignment of the North Beni Suef Sale Interest in the event that the Deed of assignment for the North Beni Suef Sale Interest is signed by EGPC and the Minister but the Deed of Assignment for the El Fayum Sale Interest is not signed by EGPC and the Minister before the long stop date for Completion. This procedure is substantially similar to the procedure described in paragraph 1.14 above in the reverse situation.
The North Beni Suef FOA is governed by the law of England and Wales.
In the event of a dispute arising out of or relating to the North Beni Suef FOA a party may, within ten (10) Business Days of notification of the dispute by or to that party, request that the parties seek settlement of that dispute by mediation in accordance with the LCIA Mediation Rules. Any dispute not referred to mediation, or which is referred to mediation but not settled within sixty (60) days of the notice of mediation being given, shall be referred to and finally resolved by arbitration under the LCIA Arbitration Rules.
The North Beni Suef JOA is an agreed form document to be entered into between Pharos El Fayum and IPR Lake Qarun at Completion, intended to govern their relationship as parties comprising the Contractor Party under the North Beni Suef Concession. Under the El Fayum JOA, IPR Lake Qarun will assume operatorship of the North Beni Suef Concession, as between the parties comprising the Contractor Party.
As with the El Fayum JOA, the form of the North Beni Suef JOA is based on the AIPN Model Form Joint Operating Agreement, with certain modifications. The form of the North Beni Suef JOA is, save as set out in paragraph 4.2 below, in substantially the same terms as the form of the El Fayum JOA summarised above.
The principal differences between the form of the North Beni Suef JOA and the form of the El Fayum JOA, other than self-evident consequential changes, are as follows:
The financial information table in this Part IV (Financial Information Relating to the Sale Interests) presented below relates to the financial information of the Sale Interests for the year ended 31 December 2018, the three months ended 1 April 2019, the nine months ended 31 December 2019, the year ended 31 December 2020 and the six months ended 30 June 2021.
The financial information relating to the periods under the Group's ownership has been extracted without material adjustment from the consolidation schedules and supporting analysis that underlie the audited consolidated accounts of Pharos Energy plc for the years ended 31 December 2019 and 31 December 2020, and from the unaudited interim statements of Pharos for the six month period ended 30 June 2021. This financial information has been prepared under IFRS. The accounting policies used are consistent with the accounting policies adopted in Pharos's published consolidated financial statements for the years ended 31 December 2019, 31 December 2020, and the six months ended 30 June 2021.
Pharos acquired the El Fayum and North Beni Suef Sale Interests through its purchase of Pharos El Fayum (formerly Merlon Petroleum El Fayum Company) on 2 April 2019. Therefore the financial information relating to the period ended 31 December 2018 and from 1 January 2019 to 1 April 2019 has been extracted from the internal accounting records of Merlon Petroleum El Fayum Company before its acquisition by Pharos, as set out in its general ledger. The financial information for these periods was prepared under the prevailing accounting policies of Merlon Petroleum El Fayum Company and therefore may not be directly comparable to the financial information for the subsequent periods under Pharos Group ownership, which has been prepared in accordance with IFRS.
The financial information contained in this Part IV (Financial Information Relating to the Sale Interests) does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The consolidated statutory accounts of Pharos for the financial years ended 31 December 2019 and 31 December 2020 have been delivered to the Registrar of Companies.
The auditors' reports in respect of Pharos for the financial years ended 31 December 2019 and 31 December 2020 were unqualified and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.
Deloitte LLP were the auditors for the Group, including Pharos El Fayum, in respect of the two years ended 31 December 2019 and 2020, and reviewed the unaudited interim statements of Pharos for the six month period ended 30 June 2021. Shareholders should read the whole of this Circular and not rely solely on the financial information contained in this Part IV (Financial Information Relating to the Sale Interests).
Net Assets for the year/period ended:
| 31 December | 30 June | |
|---|---|---|
| 2020 | 2021 | |
| Note 1 | Note 1 | |
| US\$m | US\$m | |
| Non-current assets | ||
| Intangible assets | – | 2.0 |
| Property, plant and equipment | 105.1 | 107.8 |
| ––––––––– | ––––––––– | |
| 105.1 | 109.8 | |
| Current assets | ||
| Inventories | 12.4 | 12.1 |
| Trade and other receivables | 9.9 | 14.2 |
| Cash and cash equivalents | – | – |
| ––––––––– | ––––––––– | |
| 22.3 | 26.3 | |
| Total assets | 127.4 ––––––––– |
136.1 ––––––––– |
| Current liabilities | ||
| Trade and other payables | (23.2) | (19.1) |
| Tax payables | (0.1) | (0.1) |
| ––––––––– (23.3) |
––––––––– (19.2) |
|
| Non-current liabilities | ||
| Long-term provisions | (5.4) | (5.4) |
| Total liabilities | (28.7) ––––––––– |
(24.6) ––––––––– |
| Net assets | 98.7 | 111.5 |
| ––––––––– | ––––––––– |
(1) The financial information relating to the periods under Pharos Group ownership has been extracted without material adjustment from the consolidation schedules and supporting analysis that underlie the audited consolidated accounts of Pharos Energy Plc for the years ended 31 December 2019 and 31 December 2020, and from the unaudited interim statements of Pharos for the six month period ended 30 June 2021.
Income statement for the:
| Six month | |||||
|---|---|---|---|---|---|
| Year Ended | 1 January to | 2 April to | Year Ended | period ended | |
| 31 December | 1 April | 31 December | 31 December | 30 June | |
| 2018 | 2019 | 2019 | 2020 | 2021 | |
| Note 1, 3, 4 | Note 2, 3, 4 | Note 4, 5 | Note 4, 6 | Note 4 | |
| US\$m | US\$m | US\$m | US\$m | US\$m | |
| Revenue | 66.7 | 12.0 | 34.4 | 30.5 | 16.6 |
| Cost of sales | (15.1) | (4.4) | (28.0) | (36.2) | (12.8) |
| Gross profit/(loss) | ––––––––– 51.6 |
––––––––– 7.6 |
––––––––– 6.4 |
––––––––– (5.7) |
––––––––– 3.8 |
| Administrative expense | (6.2) | (1.5) | (0.3) | (0.5) | (0.1) |
| Exploration expense | (0.2) | – | – | – | – |
| Impairment charge – Intangible | – | – | – | (2.7) | – |
| Impairment reversal/(charge) – PPE | – | – | – | (108.1) | 3.7 |
| Operating profit/(loss) | 45.2 | 6.1 | 6.1 | (117.0) | 7.4 |
| Other/exceptional (expense)/gain | (0.6) | 0.2 | (13.2) | (4.9) | – |
| Profit/(loss) before tax | ––––––––– 44.6 |
––––––––– 6.3 |
––––––––– (7.1) |
––––––––– (121.9) |
––––––––– 7.4 |
| Tax | – | – | – | – | – |
| Profit/(loss) for the year | ––––––––– 44.6 |
––––––––– 6.3 |
––––––––– (7.1) |
––––––––– (121.9) |
––––––––– 7.4 |
| ––––––––– | ––––––––– | ––––––––– | ––––––––– | ––––––––– |
(1) The financial information for the period from 1 January 2018 to 31 December 2018 has been extracted without material adjustment from the Merlon Petroleum El Fayum Company general ledger.
(2) The financial information for the period from 1 January 2019 to 1 April 2019 has been extracted without material adjustment from the Merlon Petroleum El Fayum Company general ledger.
(3) For the year ended 31 December 2018 and for the period from 1 January 2019 to 1 April 2019 Cost of sales did not include depreciation on Property, plant and equipment under the prevailing accounting policies of Merlon Petroleum El Fayum Company.
(4) For the year ended 31 December 2018 and for the period from 1 January 2019 to 1 April 2019 Administrative expenses were prepared under the accounting policies of Merlon Petroleum El Fayum Company, under this preparation Administrative expenses were not allocated between Cost of Sales and Property, plant and equipment and Intangible assets. For the period 2 April to 31 December 2019, year ended 31 December 2020 and six month period ended 30 June 2021, the Administrative expenses were allocated under Pharos policy where General and Administrative expenses are split between Costs of Sales and Property, plant and equipment and Intangible assets.
Set out below is the consolidated pro forma statement of net assets of the Retained Group as at 30 June 2021 and the income statement of the Retained Group for the six months to 30 June 2021 (the "pro forma financial information"). The pro forma financial information is unaudited.
The unaudited consolidated pro forma statements of the Retained Group have been prepared to illustrate the effect of the Transaction on the consolidated net assets of the Group as at 30 June 2021 and the income statement of the Group for the six months to 30 June 2021, as if the Transaction had completed on that date.
The pro forma financial information has been prepared on the basis set out in the notes below and is based on the unaudited interim statements of the Group for the six months ended 30 June 2021 and, in respect of the Sale Interests, has been extracted without material adjustment from the consolidation schedules and supporting analysis that underlie the unaudited consolidated financial information of the Group for the six months ended 30 June 2021.
The pro forma financial information has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and therefore does not represent the Retained Group's actual financial position or results.
Shareholders should read the whole of this document, including the risk factors in Part II (Risk Factors), and not rely solely on the summarised financial information in this Part V (Unaudited Pro Forma Financial Information of the Retained Group). In particular, there can be no assurance that any element of contingent consideration will become payable following Completion of the Transaction nor that the deferred consideration will be fully realised —see the paragraphs entitled "Material risks relating to the Group which result from the Transaction" in Part II (Risk Factors) of this Circular.
Furthermore, the unaudited pro forma financial information set out in this Part V (Unaudited Pro Forma Financial Information of the Retained Group) does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.
Deloitte's report on the unaudited pro forma financial information is set out in Section 2 of this Part V (Unaudited Pro Forma Financial Information of the Retained Group).
| Adjustments ––––––––––––––––––––––––––––––––––––––––––––––––– |
|||||||
|---|---|---|---|---|---|---|---|
| Group net assets as at 30 June 2021 ––––––––––– |
Disposal of 100% of El Fayum & NBS as at 30 June 2021 ––––––––––– |
Reinstated 45% of & NBS ––––––––––– |
El Fayum Consideration adjustments ––––––––––– |
Transaction costs ––––––––––– |
Pro Forma ––––––––––– |
||
| Note 1 | Note 2 | Note 3 | Note 4,5,6 | Note 7,8 | |||
| US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | ||
| Non-current assets | |||||||
| Intangible assets | 4.6 | (2.0) | 0.9 | – | – | 3.5 | |
| Property, plant and equipment | 440.3 | (107.8) | 48.5 | – | – | 381.0 | |
| Other receivables | 47.1 | – | – | 20.1 | – | 67.2 | |
| Total non-current assets | 482.0 | (109.8) | 49.4 | ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– 20.1 |
– | 451.7 | |
| Current assets | ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– | ||||||
| Inventories | 19.2 | (12.1) | 5.4 | – | – | 12.5 | |
| Trade and other receivables | 29.5 | (14.2) | 6.4 | 13.4 | 1.0 | 35.1 | |
| Tax receivables | 0.4 | – | – | – | – | 0.4 | |
| Cash and cash equivalents | 28.4 | – | – | 5.0 | – | 33.4 | |
| Total current assets | 77.5 | (26.3) | 11.8 | ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– 18.4 |
1.0 | 82.4 | |
| Total assets | 569.5 | (136.1) | 61.2 | ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– 38.5 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– |
1.0 | 535.1 |
| Adjustments ––––––––––––––––––––––––––––––––––––––––––––––––– |
||||||
|---|---|---|---|---|---|---|
| Group net assets as at 30 June 2021 |
Disposal of 100% of El Fayum & NBS as at 30 June 2021 |
Reinstated 45% of & NBS |
El Fayum Consideration adjustments |
Transaction costs |
Pro Forma | |
| ––––––––––– Note 1 |
––––––––––– Note 2 |
––––––––––– Note 3 |
––––––––––– Note 4,5,6 |
––––––––––– Note 7,8 |
––––––––––– | |
| US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | |
| Current liabilities | ||||||
| Trade and other payables | (25.6) | 19.1 | (8.6) | – | (4.3) | (19.4) |
| Derivative financial instruments | (14.9) | – | – | – | – | (14.9) |
| Loans and borrowings | (13.7) | – | – | – | – | (13.7) |
| Tax payables | (4.2) | 0.1 | – | – | – | (4.1) |
| Total current liabilities | (58.4) | 19.2 | (8.6) | ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– – |
(4.3) | (52.1) |
| Non-current liabilities | ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– | – | ||||
| Deferred tax liabilities | (89.9) | – | – | – | – | (89.9) |
| Loans and borrowings | (45.0) | – | – | – | – | (45.0) |
| Long term provisions | (70.1) | 5.4 | (2.4) | – | – | (67.1) |
| Total non-current liabilities | (205.0) | 5.4 | (2.4) | ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– – |
– | (202.0) |
| Total liabilities | (263.4) | 24.6 | (11.0) | ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– – |
(4.3) | (254.1) |
| Net assets | 306.1 | (111.5) | 50.2 | ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– 38.5 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– |
(3.3) | 280.0 |
(1) The net assets of Pharos Energy plc as at 30 June 2021 have been extracted without material adjustment from the unaudited balance sheet from the interim statements of Pharos as at 30 June 2021.
(2) This adjustment fully removes the assets and liabilities of the El Fayum and North Beni Suef Concessions as at 30 June 2021. The figures have been extracted without material adjustment from the consolidation schedules that underlie the consolidated financial statements of Pharos at that date.
| Profit/(loss) for the year | 6.4 | 7.4 | 3.4 | (22.8) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– |
(3.3) | (23.7) |
|---|---|---|---|---|---|---|
| Profit/(loss) before tax Tax |
26.7 (20.3) |
(7.4) – ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– |
3.4 – |
(22.8) – |
(3.3) – |
(3.4) (20.3) |
| Finance costs | (2.9) | – ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– |
– | – | – | (2.9) |
| Loss on disposal | – | – | – | (22.8) | – | (22.8) |
| Other/exceptional (expense)/gain | (0.4) | – | – | – | (3.3) | (3.7) |
| Operating profit/(loss) | 30.0 | (7.4) | 3.4 | – | – | 26.0 |
| Impairment reversal/(charge) – PPE | 27.8 | (3.7) | 1.7 | – | – | 25.8 |
| Administrative expense | (5.5) | 0.1 | – | – | – | (5.4) |
| Gross profit/(loss) | 7.7 | ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– (3.8) |
1.7 | – | – | 5.6 |
| Cost of sales | (51.5) | 12.8 | (5.8) | – | – | (44.5) |
| Revenue | 59.2 | (16.6) | 7.5 | – | – | 50.1 |
| US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | |
| ––––––––––– Note 1 |
––––––––––– Note 2 |
––––––––––– Note 3 |
––––––––––– Note 4 |
––––––––––– Note 5 |
––––––––––– | |
| 2021 | 2021 | & NBS | adjustments | costs | Pro Forma | |
| 30 June | 30 June | El Fayum | Disposal | Transaction | ||
| as at | as at | 45% of | ||||
| Group | & NBS | Reinstated | ||||
| El Fayum | ||||||
| of 100% of | ||||||
| Disposal |
(1) The Income Statement of Pharos Energy plc as at 30 June 2021 has been extracted without material adjustment from the unaudited interim statements of Pharos for the six month period ended 30 June 2021.
(2) This adjustment fully removes the impact of the interest in the El Fayum and North Beni Suef Concessions from the Income Statement for the six months to 30 June 2021. The figures have been extracted without material adjustment from the consolidation schedules and supporting analysis that underlie the consolidated financial statements of Pharos at that date.
(3) This adjustment reinstates the impact on the Group's Income Statement for the six months to 30 June 2021, of the 45% holding in the El Fayum and North Beni Suef Concessions that will remain owned by the Group.
(4) Given the uncertainty around the valuation of the Brent Price Contingent Consideration, this adjustment reflects the loss on disposal of the Sale Interests assuming that there is no Brent Price Contingent Consideration received. This loss on disposal will be reduced by up to US\$20 million should any Brent Price Contingent Consideration be received.
(5) This adjustment reflects the advisory fees payable by Pharos in connection with the Transaction.
Section 2: Report on the Unaudited Pro Forma Information on the Group
Deloitte LLP 1 New Street Square London EC4A 3HQ
The Board of Directors on behalf of Pharos Energy plc Eastcastle House 27/28 Eastcastle Street London W1W 8DH
Jefferies International Ltd Vintners Place 68 Upper Thames Street London EC4V 3BJ
25 November 2021
Dear Sirs/Mesdames,
We report on the pro forma financial information (the "Pro forma financial information") set out in Part V of the class 1 circular dated 25 November 2021 (the "Investment Circular"). This report is required by Annex 20, section 3 of the UK version of the Commission delegated regulation (EU) 2019/980 (the "Prospectus Delegated Regulation") as applied by Listing Rule 13.3.3R and is given for the purpose of complying with that regulation and for no other purpose.
In our opinion:
It is the responsibility of the directors of the Company (the "Directors") to prepare the Pro forma financial information in accordance with Annex 20 sections 1 and 2 of the Prospectus Delegated Regulation as applied by Listing Rule 13.3.3R.
It is our responsibility to form an opinion, as to the proper compilation of the Pro forma financial information and to report that opinion to you in accordance with Annex 20 section 3 of the Prospectus Delegated Regulation as applied by Listing Rule 13.3.3R.
Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to Ordinary shareholders as a result of the inclusion of this report in the Investment Circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Listing Rule 13.4.1R (6), consenting to its inclusion in the Investment Circular.
In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed at the date of their issue.
The pro forma financial information has been prepared on the basis described in section 1, for illustrative purposes only, to provide information about how the transaction might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial statements for the six-months ended 30 June 2021.
We conducted our work in accordance with the Standards for Investment Reporting issued by the Financial Reporting Council in the United Kingdom. We are independent of the Pharos Energy plc in accordance with the Financial Reporting Council's Ethical Standard as applied to Investment Circular Reporting Engagements, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the Directors.
We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.
Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards or practices.
Yours faithfully
Deloitte LLP
Deloitte LLP is a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at 1 New Street Square, London EC4A 3HQ, United Kingdom. Deloitte LLP is the United Kingdom affiliate of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NSE LLP do not provide services to clients.
The Company and the Directors, whose names are set out in paragraph 5 of this Part VI, accept responsibility for the information contained in this Circular. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.
Pharos was incorporated and registered in England and Wales on 10 January 1997 under the Companies Act 1985 as a public company limited by shares with registered number 03300821 and with the name Signtimed Public Limited Company. The Company changed its registered name to SOCO International plc on 13 March 1997 and then to its current registered name of Pharos Energy plc on 16 October 2019.
The registered and head office of Pharos is at 27/28 Eastcastle Street, London W1W 8DH. The telephone number of the Pharos registered and head office is +44 (0) 20 747 2000.
The principal legislation under which the Company was formed and under which the Company operates is the Companies Act 1985 and the Companies Act 2006 respectively. The Company is domiciled in the United Kingdom. The Company is the ultimate holding company of the Group, and its principal activity is the extraction of crude petroleum.
Pharos El Fayum is an exempted company with limited liability organised and existing under the laws of the Cayman Islands (registration number 78257). It is a wholly owned subsidiary of the Company. The registered office of Pharos El Fayum is c/o Trident Trust Company (Cayman) Limited, P.O. Box 847, Fourth Floor, One Capital Place, Shedden Road, George Town, Grand Pavilion, 802 West Bay Road, Grand Cayman KY1-11043, Cayman Islands. Immediately before its acquisition by the Group on 2 April 2019, its registered name was Merlon Petroleum El Fayum Company, which was changed to Pharos El Fayum on 2 April 2019. Pharos El Fayum has established a branch in Egypt under the provisions of the Egyptian Companies Law No. 159 of 1981 and its Executive Regulations.
As at the Latest Practicable Date, 9,122,268 Pharos Shares were held in treasury, representing approximately 2.02 per cent. of the issued share capital (including such treasury shares) of Pharos.
4.1 On 15 September 2021 the Company announced the 2021 Interim Results, which contained, inter alia, the following statements:
Production for the first half of 2021 from the TGT and CNV fields net to the Group's working interest averaged 5,429 boepd (1H 2020: 6,114 boepd). This is in line with the Vietnam 2021 production guidance of 5,200-6,200 boepd.
TGT 1H 2021 production averaged 13,401 boepd gross and 3,976 boepd net to Pharos (1H 2020: 14,878 boepd gross and 4,431 boepd net). CNV 1H 2021 production averaged 5,813 boepd gross and 1,453 boepd net to Pharos (1H 2020: 6,731 boepd gross and 1,683 boepd net).
The producing TGT Field is located in 47m of water depth in the Cuu Long Basin offshore southern Vietnam.
In July 2021, the TGT-H4-34P well, the first of four infill development wells, was spudded from the H4 wellhead platform at the southern end of the TGT field using the jack-up drilling rig PVDII. Planned Total Depth ("TD") was reached in early August, the well was completed and brought into production on 23 August through the existing TGT processing facilities. The 34P well initial flow rate of approximately 1,600 bopd was in line with expectations, further behind pipe potential will be accessed in a second phase of perforations.
The drilling rig is now currently operating at the H5 platform on the second well in the sequence, TGT-H5-12XPST which spudded on 24 August 2021 and reached TD on 7 September 2021.
The initial four-well programme will be expected to be finished in 4Q this year with an additional two wells to be drilled in 2022 pending budgetary approval later this year.
The full infill programme is expected to increase gross TGT production by 5-6,000 boepd to around 20,000 boepd.
The capital spend for the initial four-well programme is c.US\$13m net to Pharos.
On Block 9-2 – CNV Field, routine well intervention work, comprising of acidising plugged perforations in two existing producing wells, was performed as planned. The gross production gain was approximately 150 bopd.
Blocks 125 & 126
In July 2021, the Company announced the completion of its 3D seismic acquisition programme on the western part of Block 125 in the Phu Khanh Basin, offshore Vietnam. The 909 km2 3D seismic programme was acquired on behalf of Pharos by Shearwater GeoServices Singapore Pte Ltd, using the SW Vespucci seismic vessel, across water depths of between 100m to 2,300m.
The cash capital spend for the acquisition of the 3D survey was US\$8.5m. The seismic processing contract has been awarded and the final seismic processed results are expected in 1H 2022.
On 8 September 2021, Pharos received approval for a 2-year extension to the terms of Phase 1 of Block 125 & 126 Exploration Period from the Ministry of Industry and Trade.
Vietnam operational focus for remainder of 2021
Production for the first half of 2021 from the El Fayum Concession averaged 3,718 bopd (1H 2020: 5,979 bopd). Production levels were impacted by well maintenance issues in the first half and the inability of the one workover rig to cover both the Phase 1B waterflood programme and remedial activity. Plans in place to accelerate production enhancement in the second half of the year include the arrival of a second workover rig in August and the recommencement of drilling in 4Q 2021 with a first drilling rig to be operational since March 2020.
The reduced levels of activity in the El Fayum fields since the beginning of the pandemic in March 2020 has resulted in a number of remedial well maintenance interventions being required. The workover rig assigned to the planned 9-month Phase 1B waterflood programme supported the well intervention work on producing wells requiring maintenance (predominantly ESP and sucker rod pump replacements) until the second workover rig arrived on site in mid-August. Both the waterflood and the well intervention work are now back on track. The first drilling rig is expected to arrive in October and will be operational in 4Q 2021.
During this interim period, production is via primary depletion until the initial 57 well development programme and Phase 2 waterflood programme commences in 2022.
The main drive mechanism of primary depletion combined with various operational delays has meant that guidance for Egypt for the year has now been revised down to 3,200 – 3,500 bopd.
The Batran-1X commitment exploration well, drilled on a fault bounded and three-way-closed dip prospect located 4km west of the Main Tersa-1X well, reached Total Depth on 4 June 2021. The well encountered 52 ft (15.85m) of net oil pay in the LARG and UB sands. Additional thin pay zones may also be present in the Abu Roash "A", "D" and "E" sands where oil shows were also encountered whilst drilling. Pressure readings confirm that the oil-bearing reservoirs are at initial pressure.
The Batran-1X well will be tested as a potential future producer in the LARG and UB reservoir sections using a workover rig in 4Q 2021.
The preliminary post-well in-place volume and resource estimates for the LARG and UB discoveries are 4.3 mmbbls and 430,000 bbls respectively.
All other exploration drilling activity is on hold.
Interpretation of the large pre-existing 3D seismic survey on the NBS Concession continues with several drillable prospects having been identified.
As announced separately by the Company this morning (the "Farm-Out Announcement"), the Group has entered into conditional agreements for the farm-out and sale of a 55% working interest and operatorship in each of the El Fayum and North Beni Suef Concessions to IPR Lake Qarun Petroleum Co., a wholly owned subsidiary of IPR Energy AG. Further details of the farmout, including the background to and reasons for the transaction and the key terms of the transaction documents, are set out in the Farm-Out Announcement. The farm-out is a Class 1 transaction under the Listing Rules and is conditional, amongst other things, on shareholder approval. Pharos will publish a circular to shareholders in due course, setting out further details of the farm-out and convening the general meeting at which shareholder approval will be sought.
The El Fayum Third Amendment agreement (which includes the fiscal cost recovery change and the licence term extension) approved by EGPC has been submitted to the Parliamentary energy committee. Parliament is in summer recess so approval of the Third Amendment and its ratification by the Parliament is likely to be in 2H 2021.
The improved fiscal terms are expected to be backdated to November 2020 and will increase the contractor share of revenue by around 20% and lower the break-even while in full cost recovery mode.
Pharos, together with Cairn Energy plc and Israel's Ratio Oil Exploration, have eight licences offshore Israel. Each party has an equal working interest and Cairn is the operator. Seismic processing in order to mature prospectivity ahead of a drilling decision in 3Q 2022 concluded in 3Q 2021.
Since the publication of the 2021 Interim Results and the announcement of the Transaction on 15 September 2021, the following material developments have occurred on or in relation to the Group's business:
On 1 November 2021 the Company announced that the Cabinet of Egypt had approved amendments to the fiscal terms of five petroleum concession agreements, including the Third Concession Amendment relating to the El Fayum Concession, at a meeting held on 28 October 2021. The announcement by the Company followed an announcement to that effect by the Prime Minister of Egypt. The Third Concession Amendment subject to ratification by the Egyptian Parliament and approval by the Egyptian President.
On 11 November 2021, the Company announced that the first phase of the TGT infill development drilling programme on Block 16-1, Vietnam had been completed on 10 November 2021, with the PVDII drilling rig 'waiting on weather' to move from the H1 platform and be released off contract. The announcement stated that all four infill development wells within this phase had been drilled within schedule and at around a 35% saving on the original budget, with the initial and current gross production rates for the first three of the development wells being:
| Well | Initial rate | Current rate |
|---|---|---|
| H4-34P* | ~1,590 bopd | 760 bopd |
| 12XPST | ~1,910 bopd | 1,770 bopd |
| H1-33P | ~2,880 bopd | 2,540 bopd |
The announcement further stated that the final well in the sequence, TGT-4PST1, would be perforated shortly and then also brought on production, with two additional infill development wells, pending budgetary approval in the forthcoming Block 16-1 Management Committee meetings, planned to be drilled in a second phase in Q3 2022.
On 18 November 2021 the Company provided a further operational update on TGT, including the following information:
The operational update also stated that on 17 November 2021 the Block 16-1 Management Committee had approved the two additional TGT infill development wells referenced in the Company's 11 November 2021 announcement, together with 13 well interventions (ten firm additional perforations and three water shut-offs), in the budget for 2022.
Recommencement of El Fayum Development Drilling and testing of Batran-1X exploration well On 22 November 2021 the Company announced that drilling operations on the El Fayum Concession had recommenced with an interim three-well back-to-back development programme, expected to be completed in February 2022. The announcement further explained that the first well in the programme would target the oil-bearing sandstone of the Abu Roash 'G' and Upper Bahariya Formations, in a structurally optimal position within the North Silah Deep field. The announcement also indicated that Petrosilah, on behalf of the JV, was currently tendering for two drilling rigs to continue the drilling campaign and for a H1 2022 commencement.
The same announcement on 22 November 2021 stated that the exploration well Batran-1X, drilled in May 2021 inside the Tersa Development Lease was being tested by a workover rig, with the Upper Bahariya UB-1 zone testing oil at rates between 25 and 90 bopd during partial cleanup. The well is now in the process of being completed for a longer-term production test.
The full names and principal functions of the Directors and the Company's senior management are as follows:
| Directors | Position |
|---|---|
| John Edward Martin | Non-Executive Chair |
| Robert Gresham Gray | Deputy Chair, Non-Executive and Senior Independent Director |
| Marianne Daryabegui | Non-Executive Director |
| Lisa Mitchell | Non-Executive Director |
| Geoffrey Stephen Green | Non-Executive Director |
| Edward T Story, Jr. | Chief Executive Officer |
| Susan Jane Rivett | Chief Financial Officer |
| Janice Margaret Brown | Managing Director |
| Dr Michael John Watts | Managing Director |
| Director | Number of Shares | Percentage of issued ordinary share capital* |
|---|---|---|
| John Martin | 130,000 | 0.029 |
| Rob Gray | – | – |
| Marianne Daryabegui | 36,757 | 0.008 |
| Lisa Mitchell(3) | 51,958 | 0.012 |
| Geoffrey Green | 95,000 | 0.021 |
| Ed Story(4) | 16,087,407 | 3.635 |
| Sue Rivett | 1,775 | 0.000 |
| Jann Brown | 716,612 | 0.162 |
| Mike Watts | 851,533 | 0.192 |
* (rounded to the nearest third decimal place; excluding treasury shares).
Notes:
| Number of Pharos |
||||
|---|---|---|---|---|
| Director | Employee Share Plan |
Shares under option/award(1) price (if any) |
Exercise | Vesting date |
| Ed Story | LTIP | 1,550,855 | nil | 06/10/2024 |
| LTIP | 1,550,855 | nil | 12/05/2023 | |
| LTIP | 2,143,180 | nil | 07/03/2022 | |
| 2014 DSBP | 317,971 | nil | 09/01/2022 | |
| Sue Rivett | LTIP | 909,317 | nil | 06/10/2024 |
| LTIP | 267,779 | nil | 12/05/2023 | |
| LTIP | 496,229 | nil | 07/03/2022 | |
| 2009 DSOP | 25,000 | £1.20 | 31/05/2019 | |
| 2009 DSOP | 65,000 | £1.20 | 31/05/2019 | |
| Jann Brown | LTIP | 1,550,855 | nil | 06/10/2024 |
| LTIP | 1,550,855 | nil | 12/05/2023 | |
| LTIP | 1,417,797 | nil | 07/03/2022 | |
| 2014 DSBP | 202,702 | nil | 09/01/2022 | |
| 2014 DSBP | 235,469 | nil | 03/01/2021 | |
| Dr Mike Watts | LTIP | 1,550,855 | nil | 06/10/2024 |
| LTIP | 1,550,855 | nil | 12/05/2023 | |
| LTIP | 1,417,797 | nil | 07/03/2022 | |
| 2014 DSBP | 202,702 | nil | 09/01/2022 | |
| 2014 DSBP | 235,469 | nil | 03/01/2021 |
6.3 As at the Latest Practicable Date, the Directors held the following awards under the Employee Share Plans:
(1) Outstanding awards were adjusted for dividends in accordance with rules of the relevant Employee Share Plan(s).
6.4 As at the Latest Practicable Date the aggregate number of Shares in respect of which options or other rights to subscribe had been granted by the Company was 21,989,363 (representing approximately 4.969% of the issued ordinary share capital of the Company, excluding shares held in treasury at that date).
Ed Story entered into a service agreement with the Company on 14 May 1997. He currently receives an annual salary of US\$351,000 following his voluntary agreement to reduce his base salary:
Ed also serves on the Nominations Committee. Ed Story's service agreement can be terminated on 12 months' written notice by either party, and can be terminated with immediate effect if, amongst others, he is paid in lieu of his notice or he commits a serious breach of his obligations under his service agreement, is guilty of an act of dishonesty or serious misconduct or repeatedly or continually commits a material breach of his obligations under his service agreement. The service agreement contains provisions restricting Ed Story's use of confidential information during and after the termination of his employment with the Company and provisions which prevent him from competing with the business for three months, from soliciting employees for six months and from soliciting suppliers for 12 months after the termination of his employment.
Ed Story is eligible to receive a discretionary annual bonus capped at 150 per cent. of base salary. Under the Company's remuneration policy, one third of any annual bonus will be deferred into awards of Pharos Shares under the 2014 DSBP, with a minimum two year vesting period. Ed Story participates in the LTIP.
Ed Story is entitled to the following benefits: 30 days' holiday (in addition to applicable bank/public holidays), private medical insurance, permanent health insurance, life assurance cover, critical illness cover, travel benefits, expatriate benefits and car benefits. Ed Story's service agreement also provides for directors' and officers' liability insurance cover, and pension benefits are delivered though contributions to the Company's money purchase plan up to relevant plan limits and/or a cash supplement, with the maximum benefit payable capped at 20 per cent. of base salary per annum.
Sue Rivett entered into her current service agreement with the Company on 21 September 2021. The effective date of her current service agreement was 1 July 2021, the date of her appointment as a Director. Her current base annual salary is £260,000.
Sue Rivett's service agreement can be terminated on 12 months' written notice by either party, and can be terminated with immediate effect if, amongst others, she is paid in lieu of her notice or she is guilty of any gross misconduct or serious negligence in connection with the affairs of the Company or is convicted of an arrestable criminal offence (other than one under road traffic legislation). The service agreement contains provisions restricting Sue Rivett's use of confidential information during and after the termination of her employment with the Company and provisions which prevent her from competing with the business, soliciting employees, or soliciting partners, suppliers or public officials for six months after the termination of her employment (less any time spent on garden leave).
With effect from 1 July 2021, Sue Rivett is eligible to receive a discretionary annual bonus capped at 150 per cent. of base salary. Under the Company's remuneration policy, one third of any such annual bonus will be deferred into awards of Pharos Shares under the 2014 DSBP, with a minimum two-year vesting period. Sue Rivett participates in the LTIP.
Sue Rivett is entitled to the following benefits: 33 days' holiday; medical expenses; life insurance/death in service; and permanent health insurance. Sue Rivett's service agreement also provides for pension benefits by way of a contribution of a sum equal to 15 per cent. of her monthly salary.
Dr Mike Watts entered into his current service agreement with the Company on 6 December 2017. He currently receives an annual salary of £267,500 following his voluntary agreement to reduce his base salary:
Dr Mike Watts' service agreement can be terminated on 12 months' written notice by either party, and can be terminated with immediate effect if, amongst others, he is paid in lieu of his notice or he is guilty of any gross misconduct or serious negligence in connection with the affairs of the Company or is convicted of an arrestable criminal offence (other than one under road traffic legislation). The service agreement contains provisions restricting Dr Mike Watts' use of confidential information during and after the termination of his employment with the Company and provisions which prevent him from competing with the business, soliciting employees, or soliciting partners, suppliers or public officials for six months after the termination of his employment (less any time spent on garden leave).
Dr Mike Watts is eligible to receive a discretionary annual bonus capped at 150 per cent. of base salary. Under the Company's remuneration policy, one third of any annual bonus will be deferred into awards of Pharos Shares under the 2014 DSBP, with a minimum two-year vesting period. Dr Mike Watts participates in the LTIP.
Dr Mike Watts is entitled to the following benefits: 33 days' holiday; medical expenses; life insurance/death in service; permanent health insurance and a car allowance of £750 per month. Dr Mike Watts' service agreement also provides for pension benefits by way of a contribution of a sum equal to 15 per cent. of his monthly salary.
Jann Brown entered into her current service agreement with the Company on 6 December 2017. She currently receives an annual salary of £267,500 following her voluntary agreement to reduce her base salary:
Jann Brown's service agreement can be terminated on 12 months' written notice by either party, and can be terminated with immediate effect if, amongst others, she is paid in lieu of her notice or, the Company gives notice of its intention to make a payment in lieu of notice, she is guilty of any gross misconduct or serious negligence in connection with the affairs of the Company, or is convicted of an arrestable criminal offence (other than one under road traffic legislation). The service agreement contains provisions restricting Jann Brown's use of confidential information during and after the termination of her employment with the Company and provisions which prevent her from competing with the business, soliciting employees, or soliciting partners, suppliers or public officials for six months after the termination of her employment (less any time spent on garden leave).
Jann Brown is eligible to receive a discretionary annual bonus capped at 150 per cent. of base salary. Under the Company's remuneration policy, one third of any annual bonus will be deferred into awards of Pharos Shares under the 2014 DSBP, with a minimum two year vesting period. Jann Brown participates in the LTIP.
Jann Brown is entitled to the following benefits: 33 days' holiday; medical expenses; life insurance/death in service; permanent health insurance and a car allowance of £750 per month. Jann Brown's service agreement also provides for pension benefits by way of a contribution of a sum equal to 15 per cent. of her monthly salary.
Letters of appointment have been entered into between the Company and each of the Non-Executive Directors, which set out their respective responsibilities. Those letters of appointment do not provide for any period of notice. Under the Company's articles of association (and consistent with the UK Corporate Governance Code), at each AGM every director must retire and offer themselves for re-election. The following table sets out the date of appointment or last reappointment of each Non-Executive Director. No compensation is payable to any Non-Executive Director who retires at an AGM and is not re-elected or whose appointment is otherwise terminated by the Company. In addition to an annual fee, each Non-Executive Director is also entitled to be reimbursed for out-of-pocket expenses properly and reasonably incurred in the performance of his or her duties.
| Date of appointment or | ||
|---|---|---|
| Director | of last reappointment | Annual fee(1) |
| John Martin(2) | 8 June 2021 | £112,500(3) |
| Rob Gray | 8 June 2021 | £90,000(4) |
| Marianne Daryabegui | 8 June 2021 | £45,000 |
| Lisa Mitchell | 8 June 2021 | £56,250(5) |
| Geoffrey Green | 8 June 2021 | £56,250(6) |
Notes:
(1) Each of the Non-Executive Directors agreed to a 25% reduction of their fee from 1 May 2020. The figures above reflect the reduced fees.
Save as disclosed in this section 7, there are no existing or proposed service contracts or letters of appointment between any Director and any member of the Group.
8.1 As at the Latest Practicable Date, and so far as is known to Pharos by virtue of the notifications made to it pursuant to the Disclosure Guidance and Transparency Rules, the name of each person other than any Director) who, directly or indirectly, is interested in three per cent. or more of the Company's share capital, and the amount of such person's interest, is as follows:
| Percentage of | ||
|---|---|---|
| voting rights | ||
| attached to | ||
| the Pharos | ||
| Shares as at | ||
| the Latest | ||
| Number of | Practicable | |
| Shareholder | Pharos Shares | Date(1) |
| Ettore Contini(2) | 32,613,577 | 7.369% |
| Blue Albacore Business Limited | 31,617,359 | 7.144% |
| Globe Deals Ltd | 27,444,382 | 6.201% |
| Aberforth Partners LLP | 25,883,843 | 5.849% |
| Chemsa Ltd | 24,336,925 | 5.499% |
| Yorktown Energy Partners VII, LP | 22,982,393 | 5.193% |
| Lombard Odier Asset Management (Europe) Limited | 22,117,521 | 4.998% |
| Ed Story(3) | 16,087,407 | 3.635% |
9.1 Save as set out below, no related party transactions have been entered into by members of the Group between 1 January 2018 and the Latest Practicable Date.
The related party transactions for the purposes of the standards adopted according to Commission Regulation (EC) No. 1606/2002 which the Company entered into during the financial years ended 31 December 2018, 31 December 2019 and 31 December 2020 are included in this Circular through the incorporation by reference of the 2018 Annual Report and Accounts, the 2019 Annual Report and Accounts and the 2020 Annual Report and Accounts.
The information incorporated by reference for the period ended 31 December 2020 can be found in note 35 on page 143 of the 2020 Annual Report and Accounts.
The information incorporated by reference for the period ended 31 December 2019 can be found in note 35 on page 154 of the 2019 Annual Report and Accounts.
The information incorporated by reference for the period ended 31 December 2018 can be found in note 33 on page 132 of the 2018 Annual Report and Accounts.
The parts of the 2018 Annual Report and Accounts, the 2019 Annual Report and Accounts and the 2020 Annual Report and Accounts not incorporated by reference as stated above are either not relevant for investors or are covered elsewhere in this Circular. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information shall not form part of this Circular.
9.2 The Company entered the following related party transactions for the purposes of the standards adopted according to Commission Regulation (EC) No. 1606/2002 during the period from 1 January 2021 to 31 October 2021:
The remuneration of the Directors, who are the key management personnel of the Company, is set out below in aggregate:
| US\$M | |
|---|---|
| Short-term employee benefits | 1.6 |
| Pension contributions | 0.1 |
| Share-based payments | 1.6 –––––––– |
| 3.3 | |
| –––––––– |
The following table provides the total amount of transactions which have been entered into by the Company with its subsidiary undertakings:
| US\$M | |
|---|---|
| Transactions during the period | 0.5 |
| Amounts invoiced to subsidiaries | 0.0 |
| Amounts invoiced from subsidiaries | 0.0 |
| Finance income – dividends received | 6.0 –––––––– |
| Net income/(costs) | 6.5 |
| –––––––– US\$M |
|
| Balances as at 31 October 2021 | |
| Amounts owed by subsidiary undertakings | 633.0 |
| Amounts owed to subsidiary undertakings | (351.4) –––––––– |
| 281.6 | |
| –––––––– |
Other than the contracts set out below and the Transaction Documents (the principal terms of which are summarised in Part III (Principal Terms of the Transaction) of this Circular), no member of the Group has entered into any contracts (not being contracts entered into in the ordinary course of business) either: (i) within the two years immediately preceding the publication of this Circular which are, or may be, material to the Continuing Group; or (ii) which contain any provision under which any member of the Continuing Group has any obligation or entitlement which is, or may be, material to the Continuing Group as at the date of this Circular.
On 20 July 2021, Pharos SEA Limited as original borrower (the "Borrower") and the Company, OPECO, Inc., OPECO Vietnam Limited and SOCO Vietnam Ltd. as original guarantors entered into a US\$100 million senior secured borrowing base facility agreement ("2021 RBL Facility Agreement") with BNP Paribas, Credit Agricole Corporate and Investment Bank Hong Kong Branch, DBS Bank Ltd., London Branch and Société Générale, Singapore Branch, as mandated lead arrangers and original lenders, BNP Paribas as facility agent, security agent, modelling bank and account bank, BNP Paribas and Credit Agricole Corporate and Investment Bank Hong Kong Branch as technical banks and Credit Agricole Corporate and Investment Bank Hong Kong Branch as documentation bank. The effective date of the 2021 RBL Facility Agreement, meaning the date on which BNP Paribas as facility agent notified the Group that it had received the various condition precedent documents in form and substance satisfactory to it, was 27 July 2021.
The 2021 RBL Facility Agreement amended and restated, and for practical purposes replaced, the previous US\$125 million senior secured borrowing base facility agreement ("2018 RBL Facility Agreement") entered into by the same Group members, initially with BNP Paribas, Credit Agricole Corporate and Investment Bank and Standard Chartered Bank as original lenders, BNP Paribas as facility agent, security agent, technical bank and account bank and Standard Chartered Bank as the initial modelling bank. The terms of the 2018 RBL Facility Agreement were summarised in Part VII (Additional Information) of the 2018 Acquisition Circular.
The 2021 RBL Facility Agreement has an accordion mechanism that will allow the Borrower to borrow up to an additional US\$50 million, subject to bringing additional petroleum assets into the borrowing base for the facility and securing funding for the increase from the existing and new lenders via the agreed mechanism.
The obligations of the Borrower under the 2021 RBL Facility Agreement are secured by way of an English law debenture and mortgage over the Borrower's assets, as well as share security documentation under Jersey, New York, Cook Islands and Cayman law and a Singaporean account charge over the relevant project accounts. The securities granted by the Group under the 2018 RBL Facility Agreement continue to remain in place in relation to the 2021 RBL Facility Agreement and, in certain cases, have been supplemented by further securities on equivalent or similar terms. In addition, the Borrower's obligations are guaranteed by the original guarantors listed above and any additional guarantors that accede to the 2021 RBL Facility Agreement.
The facility under the 2021 RBL Facility Agreement is to be applied for the following purposes: ((i) refinancing the original loan under the 2018 RBL Facility Agreement; (ii) payment of financing interest, fees, costs and other expenses under the relevant finance documents associated with the 2021 RBL Facility (other than secured hedging agreements), (iii) payment of any hedging liability entered into for the purposes of implementing the agreed hedging policy, (iv) payment of expenditure items in respect of the borrowing base assets (to the extent included in the current projection under the 2021 RBL Facility Agreement), (v) making any acquisition or investment permitted by the 2021 RBL Facility Agreement, (vi) funding the debt serve reserve account, (vii) refinancing maturing loans under the 2021 RBL Facility Agreement, and (viii) for other lawful general corporate purposes relating to oil and gas activities.
The facility matures on the date falling four years after the date of the 2021 RBL Facility Agreement (that is, 20 July 2025) or earlier where the Reserve Tail Date conditions are met. The facility must be drawn in dollars and a utilisation request may be submitted, subject to satisfaction of certain conditions precedent, at any time prior to one month before the final maturity date referred to above. The facility is structured as a revolving facility with three or six month repayment periods and with the facility amortising over the four year term.
The 2021 RBL Facility Agreement contains customary representations, undertakings, covenants and events of default with appropriate carve-outs and materiality thresholds, where relevant. The financial covenant is a leverage test and which provides that the net borrowings of the Group shall not exceed 3.5 times the EBITDAX of the Group in respect of each twelve month period ending on 30 June and 31 December.
The facility may be prepaid without premium or penalty but subject to breakage costs (if any) and any accrued interest. Any voluntary prepayment must be in a minimum amount of US\$5 million, in integral multiples of US\$1 million and only made with at least ten Business Days' notice. The facility may be automatically cancelled or subject to mandatory prepayment following the occurrence of certain events, including illegality in respect of any lender's funding, a change of control of any obligor and receipt of disposal and insurance proceeds over certain threshold amounts.
The interest rate charged on the loans made under the 2021 RBL Facility Agreement will be equal to the aggregate of the applicable margin and LIBOR (or the appropriate replacement benchmark rate, as determined in accordance with the 2021 RBL Facility Agreement). The margin from the date of the agreement to the second anniversary of the 2021 RBL Facility Agreement shall be 4.75 per cent. per annum, with the margin increasing to 5.25 per cent. per annum for the remainder of the term until the final maturity date.
Certain fees are payable to the finance parties in connection with the 2021 RBL Facility Agreement, including upfront fees, coordination fees, technical, modelling and documentation bank fees and annual agency fees. The 2021 RBL Facility Agreement is governed by English law.
By letter agreement dated 1 March 2021 and countersigned by Pharos El Fayum on 12 March 2021, Pharos El Fayum as borrower and the National Bank of Egypt (UK) Limited ("NBE") as lender, entered into a US\$20 million uncommitted revolving credit facility for discounting (with recourse) trade receivables from oil sales from the El Fayum Concession ("NBE Revolving Credit Facility"). The NBE Revolving Credit Facility is secured by (a) an irrevocable payment instruction from Pharos El Fayum acknowledged by EGPC, and (b) a parent company guarantee from the Company. An arrangement fee under the NBE Revolving Credit Facility of 0.75% of the maximum amount of the facility was payable on first utilisation.
Under the NBE Revolving Credit Facility, an amount of up to US\$20 million is available to Pharos El Fayum as a revolving credit facility for receivables on Pharos' El Fayum's oil sales, up to a maximum of 60% of the value of those receivables. Oil sales are evidenced by invoices validated by EGPC.
The initial availability period of the NBE Revolving Credit Facility is one year from Pharos El Fayum's acceptance of the terms of the letter agreement (that is, until 12 March 2022), subject to any later date reasonably requested by Pharos El Fayum and agreed by NBE in its absolute discretion.
Interest on any amounts outstanding under the NBE Revolving Credit Facility, including principal, interest, costs and expenses, is generally payable twice yearly at an annualised rate of 3 or 6 month US\$ LIBOR (or the appropriate replacement benchmark rate) plus an applicable margin of 3% for initial advances and 3.5% for any extensions beyond the first 180 days of utilisation.
Repayment of all amounts outstanding under the NBE Revolving Credit Facility must be made on the relevant maturity date of each utilisation, being 180 days after the utilisation date or such earlier date as Pharos El Fayum may specify in the utilisation notice. However, Pharos El Fayum may seek an extension to the required repayment date of up to another 180 days by evidencing to NBE it will remain capable of servicing the accrued principal under the NBE Revolving Credit Facility.
The NBE Revolving Credit Facility contains customary representations, undertakings, covenants and events of default with appropriate carve-outs and materiality thresholds, where relevant. There is however no specific financial covenant equivalent or similar to the financial covenant applicable to the 2021 RBL Facility Agreement.
Pharos El Fayum has notified NBE of the Transaction.
The Group's operations in Block 16-1 are governed by a petroleum contract entered into on 15 November 1999 (the "16-1 Petroleum Contract") between PetroVietnam, PetroVietnam PSC Supervising Company (now PetroVietnam Exploration & Production Company ("PVEP"), a wholly owned subsidiary of PetroVietnam), SOCO Vietnam Ltd ("SOCO Vietnam"), Amerada Hess (Vietnam) Limited ("Hess") and OPECO Vietnam Ltd ("OPECO") (PVEP, SOCO Vietnam, Hess and OPECO, together with their respective successors and permitted assignees being the "16-1 Contractor Parties"). The 16-1 Petroleum Contract established the rights and obligations of the parties to explore for, develop and produce crude oil and/or natural gas in Block 16-1, through a joint operating company established under the 16-1 Petroleum Contract (the "16-1 JOC"), together with the right to export, sell or otherwise dispose of oil and gas from the Block.
The initial term of the 16-1 Petroleum Contract is 25 years. The term can be extended for an additional period of up to five years with the mutual consent of the parties and the approval of the Vietnamese Government. On 15 July 2020 the Vietnamese Ministry of Industry and Trade ("MOIT") approved an extension of two years to the term of the 16-1 Petroleum Contract, which now runs to 7 December 2026.
Following various assignments and transfers, the current participating interests in the 16-1 Petroleum Contract are: PVEP, 41 per cent.; the Group, 30.5 per cent. (28.5 per cent. through SOCO Vietnam and 2.0 per cent. through OPECO); and PTTEP Hoang-Long Company Limited ("PTTEP-HL"), 28.5 per cent.
Under the terms of the 16-1 Petroleum Contract, a management committee must take certain decisions in relation to the exploration, development and production operations at the Block (the "16-1 Management Committee"). The 16-1 Management Committee comprises 6 members, three appointed by PVEP with the remaining three appointed by SOCO Vietnam, OPECO and PTTEP-HL (with each being entitled to appoint one representative). Each member's voting interest is equal to the participating interest of the 16-1 Contractor Party related to such member. Certain matters require the unanimous consent of all members of the 16-1 Management Committee, including, the approval of any development plan. Certain matters require the majority consent of the members of the 16- 1 Management Committee, including, the approval of annual work programmes and budgets (and amendments thereto), production schedules and expenditures exceeding thresholds above the approved annual work programme. The quorum for the 16-1 Management Committee is four members, with at least three members appointed by SOCO Vietnam, OPECO and PTTEP-HL (together with their respective successors and permitted assignees, the "16-1 Foreign Contractors"). Once determined by the 16-1 Management Committee, certain matters relating to the Block must also be approved by PetroVietnam, including, all work programmes and budgets (and any amendments thereto), production schedules, well proposals and drilling programmes, surrender or relinquishment of all or part of the Block, expenditures exceeding certain threshold amounts above agreed work plans and budgets, and any lifting or offtake agreements. PetroVietnam retains absolute discretion to withhold its approval of matters put to it by the 16-1 Management Committee.
HLJOC was established as the 16-1 JOC and operator of the Block to carry out the exploration, development and production operations as agent for and on behalf of the 16-1 Contractor Parties and in accordance with the decisions of, and work programmes and budgets approved by, the 16-1 Management Committee. The costs and liabilities of the 16-1 JOC will be borne by the 16-1 Contractor Parties.
The General Manager of the 16-1 JOC was appointed by the 16-1 Foreign Contractors and the Deputy General Manager by PVEP during the exploration period at the Block, following which the General Manager is appointed by PVEP and the Deputy General Manager by the 16-1 Foreign Contractors. The General Manager and Deputy General Manager are primarily responsible for submitting for the approval of the 16-1 Management Committee all work programmes and budgets, appraisal and development plans, and other than in relation to matters requiring the approval of the 16-1 Management Committee, are responsible for the daily operational activities of the 16-1 JOC. Each of PVEP and the 16-1 Foreign Contractors have rights to appoint additional specified officers of the 16-1 JOC.
The 16-1 Petroleum Contract provided for certain minimum work commitments and minimum financial obligations that were required to be completed during the exploration phase of the Block. These minimum work commitments and minimum financial obligations have been satisfied.
All costs incurred are funded by the 16-1 Contractor Parties in proportion to their participating interests. The 16-1 Petroleum Contract provided that PVEP's 35.6 per cent. share of the costs of exploration, development and production operations funded by the 16-1 Foreign Contractors ("16-1 Carried Costs") were fully recoverable without interest by the 16-1 Foreign Contractors. All 16-1 Carried Costs have now been fully recovered.
All costs incurred by the 16-1 JOC on behalf of the 16-1 Contractor Parties in the course of conducting exploration, development and production operations ("16-1 Petroleum Operations Costs") are funded by the 16-1 Contractor Parties in proportion to their respective participating interests. All crude oil and natural gas remaining after usage in petroleum operations is referred to respectively as "16-1 Net Crude Oil Production" and "16-1 Net Natural Gas Production" (together, "16-1 Net Petroleum Production") under the 16-1 Petroleum Contract. The 16-1 Net Crude Oil Production and 16-1 Net Natural Gas Production is allocated as set forth below and shall be lifted or offtaken by the 16-1 Contractor Parties.
The first allocations to be made from 16-1 Net Crude Oil Production or 16-1 Net Natural Gas Production are those required to satisfy each 16-1 Contractor Party's royalty obligations to the Vietnamese Government, which are required on a monthly basis for all 16-1 Net Crude Oil Production and 16-1 Net Natural Gas Production, payable in cash (net of export tax) based on the weighted average price for crude oil or natural gas lifted or offtaken by the 16-1 Contractor Parties at the delivery point on the basis of an arm's length sales price or non-arm's length sales price, as appropriate ("16-1 Market Price").
Alternatively, the Vietnamese Government may, by three months written notice, elect to lift and take its royalty rate of production in kind. The rates of such royalties are set out below, determined upon reaching each of the following sustained daily production rates for a minimum of 30 consecutive days of 16-1 Net Crude Oil Production or 16-1 Net Natural Gas Production, respectively:
| Up to 50,000 | 8 per cent. of 16-1 Net Crude Oil Production |
|---|---|
| 50,001 to 75,000 | 10 per cent. of 16-1 Net Crude Oil Production |
| 75,001 to 100,000 | 15 per cent. of 16-1 Net Crude Oil Production |
| 100,001 to 150,000 | 20 per cent. of 16-1 Net Crude Oil Production |
| Over 150,000 | 25 per cent. of 16-1 Net Crude Oil Production |
| 16-1 Net Natural Gas |
| Royalty Rate |
|---|
| 0 per cent. of 16-1 Net Natural Gas Production |
| 5 per cent. of 16-1 Net Natural Gas Production |
| 10 per cent. of 16-1 Net Natural Gas Production |
The Group is currently paying royalties on its crude oil and natural gas from the Block at a rate of 8 per cent. and 0 per cent. respectively.
The second allocations to be made from 16-1 Net Crude Oil Production or 16-1 Net Natural Gas Production are those required to reimburse the 16-1 Contractor Parties for their cost recovery entitlements.
from the applicable 16-1 Cost Recovery Natural Gas on a first in, first out basis on the same terms as described in (a) above. To the extent than in any month outstanding 16-1 Petroleum Operations Costs related to the Block exceed the value of all 16-1 Cost Recovery Natural Gas from the Block for such month, the excess shall be carried forward for recovery in the next succeeding month until fully recovered.
After the allocations have been made for royalties, 16-1 Cost Recovery Crude Oil or 16-1 Cost Recovery Natural Gas, as applicable, the remainder of 16-1 Net Crude Oil Production or 16-1 Net Natural Gas Production, as the case may be, shall be allocated to "16-1 Profit Oil" or "16-1 Profit Gas".
Under the 16-1 Petroleum Contract, 16-1 Profit Oil and 16-1 Profit Gas for any quarter shall be shared as set forth below. The sharing of such 16-1 Profit Oil and 16-1 Profit Gas shall be accomplished through the lifting or offtaking of the respective amounts of crude oil and natural gas, as applicable, by the 16-1 Foreign Contractors and PVEP.
The respective splits for 16-1 Profit Oil:
| Production Level (BOPD) | 16-1 Foreign Contractors | PVEP |
|---|---|---|
| At any level | 59 per cent. | 41 per cent. |
| The respective splits for 16-1 Profit Gas: |
| Production Level (MCFPD) | 16-1 Foreign Contractors | PVEP |
|---|---|---|
| At any level | 59 per cent. | 41 per cent. |
Each 16-1 Contractor Party is subject to Vietnamese tax laws, and each 16-1 Contractor Party is liable for enterprise income tax payable at a rate of 50 per cent. of its net taxable profits calculated in accordance with applicable law. Each 16-1 Contractor Party shall pay to the Vietnamese Government a remittance tax at a rate of 10 per cent., subject to any tax treaty Vietnam may have for the avoidance for double taxation, on the part of the net after tax profits which are remitted and/or retained outside Vietnam, subject to normal reinvestment relief principles. In addition, each 16-1 Contractor Party shall pay export tax at a rate of four per cent. of the 16-1 Market Price of crude oil lifted and exported outside Vietnam (such payment shall qualify as 16-1 Petroleum Operations Costs). Furthermore, petroleum sold pursuant to the 16-1 Petroleum Contract is subject to VAT at the following rates:
| Natural Gas sold for the export market | 0 per cent. rate |
|---|---|
| Natural Gas sold for the domestic market | 10 per cent. rate |
| Crude Oil sold for the export market | Not subject to VAT |
| Crude Oil sold for the domestic market | 10 per cent. rate |
Under the 16-1 Petroleum Contract, each of the 16-1 Contractor Parties has the right to lift, take, export and sell or otherwise dispose of its Cost Recovery Petroleum and its share of 16-1 Profit Oil and 16-1 Profit Gas outside Vietnam. However, the terms of the 16-1 Petroleum Contract provide that in the event that the Vietnamese Government declares a national demand in accordance with Vietnamese law, the Vietnamese Government may require each 16-1 Contractor Party, by written notice given 180 days in advance, to sell a portion of its crude oil to PetroVietnam, in its role as the state oil company, to meet its domestic consumption needs, provided that this right shall not apply where its exercise would cause the 16-1 Contractor Party to breach a contract of sale of such crude oil to a third party. The amount of crude oil that each 16-1 Contractor Party shall be obligated to sell to PetroVietnam in these circumstances shall be equal to that proportion of the domestic market deficit each quarter that each Contract Party's crude oil production each quarter bears to the production of crude oil of all contractors each quarter under petroleum contracts in Vietnam. The net price to be paid to each Contractor Party for such sales of crude oil shall be not less than the 16-1 Market Price, which shall be paid in dollars and within 30 days of delivery.
The 16-1 Petroleum Contract provides that the 16-1 Foreign Contractors shall pay to the Vietnamese Government certain bonuses (which shall not be recoverable as 16-1 Petroleum Operations Costs or deductible from tax), in proportion to their participating interest, in a number of specified circumstances which include the payment within 30 days after achieving for the first time the following sustained production levels for a period of 30 consecutive days of: (i) over 25,000 barrels per day, US\$2 million; (ii) over 50,000 barrels per day, US\$3 million; (iii) over 75,000 barrels per day, US\$4 million; (iv) over 100,000 barrels per day, US\$5 million; and (v) over 150,000 barrels per day, US\$7 million. As at the Latest Practicable Date, the 50,000 barrels per day threshold has been achieved.
The 16-1 Petroleum Contract provides that physical assets purchased by the 16-1 Contractor Parties for the carrying out of petroleum operations under the 16-1 Petroleum Contract for which cost recovery is allowable, and claimed as 16-1 Petroleum Operations Costs, shall become the property of PetroVietnam on the date on which the costs of such assets has been fully recovered or upon termination of the 16-1 Petroleum Contract, whichever occurs first. The 16-1 JOC shall have the right to use such assets free of charge for the remainder of the term of the 16-1 Petroleum Contract.
The 16-1 Contractor Parties shall be liable for the abandonment and decommissioning of operations and equipment in accordance with an abandonment work programme and budget approved by the 16-1 Management Committee.
The 16-1 Petroleum Contract provides that each 16-1 Contractor Party may freely assign its rights and obligations and participating interest under the 16-1 Petroleum Contract free of any taxes, fees, duties or charges to an affiliate with the prior written consent of PetroVietnam and the final approval of the Vietnamese Government (not to be unreasonably withheld).
Each 16-1 Contractor Party may sell or assign, all or a portion of, its rights and obligations and its participating interest free of any taxes, fees, duties or any charges to a nonaffiliated third party with the prior written consent of the other 16-1 Contractor Parties and the final approval of the Vietnamese Government (such consent and approval not to be unreasonably withheld). The 16-1 Petroleum Contract further provides that, subject to certain exceptions, PetroVietnam shall have a pre-emptive right to acquire such participating interest.
Subject to the terms of the Vietnamese petroleum law, each 16-1 Contractor Party shall have a right of first refusal to purchase the participating interest (apportioned among the 16-1 Contractor Parties in accordance with their respective participating interests), of the 16-1 Contractor Party wishing to sell or assign their participating interest in whole or in part to a non-affiliate third party.
Under the 16-1 Petroleum Contract, any 16-1 Contractor Party in default of any payment due thereunder (a "16-1 Defaulting Party") shall be promptly given notice (a "16-1 Default Notice") of such default by the 16-1 JOC. The amount not paid by the 16-1 Defaulting Party shall bear interest from the due date until paid in full at the monthly LIBOR interest rate plus two percent.
During the continuance of such default, the 16-1 Defaulting Party shall not have a right to its share of 16-1 Net Petroleum Production. The 16-1 non-Defaulting Parties shall be authorised to sell such entitlement at arm's length on commercially reasonable terms and, after deducting all costs incurred in connection with such sale, pay the net proceeds to the 16-1 non-Defaulting Parties in proportion to the amounts they are owed by the 16-1 Defaulting Party under the 16-1 Petroleum Contract (and apply such net proceeds toward the establishment of a reserve fund in an amount equal to the 16-1 Defaulting Party's participating interest share, for the purposes of covering its share of estimated costs in connection with the abandonment and cessation of petroleum operations in which the 16-1 Defaulting Party participated) until all such amounts are recovered and such reserve fund is established.
If a 16-1 Defaulting Party fails to remedy its default by the sixtieth day following the date of the 16-1 Default Notice, each 16-1 non-Defaulting Party shall have the option until such default is cured, to require the 16-1 Defaulting Party to withdraw from the 16-1 Petroleum Contract and transfer all of its rights, title and beneficial interest in and under the 16-1 Petroleum Contract to the 16-1 non-Defaulting Parties. In the absence of an agreement among the 16-1 non-Defaulting Parties to the contrary, any such transfer shall be in the proportion that each of their participating interest bears to the sum of their total participating interests.
Under the 16-1 Petroleum Contract, the 16-1 Contractor Parties have various termination rights, which include: (i) where an event of force majeure (as stipulated in the 16-1 Petroleum Contract) has lasted for a continuous period of 18 months and the 16-1 Foreign Contractors are in unanimous agreement to terminate the 16-1 Petroleum Contract, they may do so by providing not less than 90 days' notice to PVEP and PetroVietnam; and (ii) in the event of insolvency or bankruptcy of a 16-1 Contractor Party, the other 16-1 Contractor Parties shall have the option (subject to the appropriate approvals from the Vietnamese Government) to either assume the participating interest of such 16-1 Contractor Party, on a proportionate basis or any other basis agreed upon with the other 16-1 Contractor Parties, or to terminate the 16-1 Petroleum Contract.
The Ministry of Planning and Investment of Vietnam shall have the right to terminate the 16-1 Petroleum Contract in the event that it terminates the investment licence relating to the 16-1 Petroleum Contract for the 16-1 Contractor Parties' failure to comply with material provisions thereunder.
The 16-1 Petroleum Contract provides that differences or disputes between all of the parties to the 16-1 Petroleum Contract or the 16-1 Foreign Contractors and PetroVietnam which cannot be settled through amicable negotiations within a period of 90 days, shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce.
The place of arbitration shall be Singapore and the 16-1 Petroleum Contract shall be construed and interpreted in accordance with the laws of Singapore, without regard to Singapore's conflict of laws rules.
A unitisation agreement was entered into between PetroVietnam, PVEP, SOCO Vietnam, PTTEP-HL, OPECO and Talisman (Vietnam 15-02/01) Ltd. on 30 October 2012 in order to provide for the creation of a new Block to develop and exploit hydrocarbon reserves which straddle the boundaries of Block 16-1 and Block 15-2/01. The current equity split granted to the 16-1 Contractor Parties, approved by the Vietnamese Government on 1 April 2016, is 98.8822 per cent. oil and condensate interest and 98.5463 per cent. gas interest.
The Group's operations in Block 9-2 are governed by a petroleum contract entered into on 16 December 2000 (the "9-2 Petroleum Contract") between PetroVietnam, SOCO Vietnam and Petroleum Investment & Development Company ("PIDC") (SOCO Vietnam and PIDC, together with their successors and permitted assignees being the "9-2 Contractor Parties"). The 9-2 Petroleum Contract established the rights and obligations of the parties to explore for, develop and produce crude oil and/or natural gas in Block 9-2, through a joint operating company established under the 9-2 Petroleum Contract (the "9-2 JOC"), together with the right to export, sell or otherwise dispose of oil and gas from the Block.
The initial term of the 9-2 Petroleum Contract is 25 years in the case of crude oil and 30 years in the case of natural gas. The term can be extended for an additional period of up to 5 years with the mutual consent of the parties and the approval of the Vietnamese Government. On 19 August 2020, MOIT approved an extension of two years to the term of the 9-2 Petroleum Contract, which now runs to 15 December 2027.
Following various assignments and transfers, the current participating interests in the 9-2 Petroleum Contract are PIDC, 50 per cent.; SOCO Vietnam, 25 per cent.; and PTTEP Hoang-Long Company Limited ("PTTEP-HL"), 25 per cent.
Under the terms of the 9-2 Petroleum Contract, a management committee must take certain decisions in relation to the exploration, development and production operations at the Block (the "9-2 Management Committee"). The 9-2 Management Committee comprises four members, two appointed by PIDC with the remaining two appointed by SOCO Vietnam (together with their successors and permitted assignees, the "9-2 Foreign Contractors"). Certain matters require the unanimous consent of all members of the 9-2 Management Committee, including, the approval of any development plan. Certain matters require the majority consent of the members of the 9-2 Management Committee, including, the approval of annual work programmes and budgets (and amendments thereto), production schedules and expenditures exceeding thresholds above the approved annual work programme. The quorum for the 9-2 Management Committee is two members, with at least one member appointed by each of PIDC and the 9-2 Foreign Contractors. Once determined by the 9-2 Management Committee, certain matters relating to the Block must also be approved by PetroVietnam, including, all work programmes and budgets (and any amendments thereto), production schedules, well proposals and drilling programmes, surrender or relinquishment of all or part of the Block, expenditures exceeding certain threshold amounts above agreed work plans and budgets, and any lifting or offtake agreements. PetroVietnam retains absolute discretion to withhold its approval of matters put to it by the 9-2 Management Committee.
Hoan Vu Joint Operating Company ("HVJOC") was established as the 9-2 JOC and operator of the Block to carry out the exploration, development and production operations as agent for and on behalf of the 9-2 Contractor Parties and in accordance with the decisions of, and work programmes and budgets approved by, the 9-2 Management Committee. The costs and liabilities of the 9-2 JOC will be borne by the 9-2 Contractor Parties.
The terms and conditions under which the 9-2 JOC acts as the agent for and on behalf of the 9-2 Contractor Parties is set out in the operating agreement dated 16 December 2000 between PIDC and SOCO Vietnam summarised below (the "9-2 Operating Agreement").
The General Manager of the 9-2 JOC was appointed by the 9-2 Foreign Contractors and the Deputy General Manager by PIDC during the exploration period at the Block, following which the General Manager is appointed by PIDC and the Deputy General Manager by the 9-2 Foreign Contractors. The General Manager and Deputy General Manager are primarily responsible for submitting for the approval of the 9-2 Management Committee all work programmes and budgets, appraisal and development plans, and other than in relation to matters requiring the approval of the 9-2 Management Committee, are responsible for the daily operational activities of the 9-2 JOC. Each of PIDC and the 9-2 Foreign Contractors have rights to appoint additional specified officers of the 9-2 JOC.
The 9-2 Petroleum Contract provided for certain minimum work commitments and minimum financial obligations that were required to be completed during the exploration phase of the Block. These minimum work commitments and minimum financial obligations have been satisfied.
Under the 9-2 Petroleum Contract, the 9-2 Foreign Contractors were responsible for funding the cost of all exploration operations until determination of the first development area. All costs incurred after the determination of the first development area are funded by the 9-2 Contractor Parties in proportion to their participating interests. The 9-2 Petroleum Contract provided that PIDC's 50 per cent. share of the costs of exploration, development and production operations funded by the 9-2 Foreign Contractors ("9-2 Carried Costs") were fully recoverable without interest by the 9-2 Foreign Contractors. All 9-2 Carried Costs have now been fully recovered.
All costs incurred by the 9-2 JOC on behalf of the 9-2 Contractor Parties in the course of conducting exploration, development and production operations ("9-2 Petroleum Operations Costs") are funded by the 9-2 Contractor Parties in proportion to their respective participating interests. All crude oil and natural gas remaining after usage in petroleum operations is referred to respectively as "9-2 Net Crude Oil Production" and "9-2 Net Natural Gas Production" (together, "Net Petroleum Production") under the 9-2 Petroleum Contract. The 9-2 Net Crude Oil Production and 9-2 Net Natural Gas Production is allocated as set forth below and shall be lifted or offtaken by the 9-2 Contractor Parties.
The first allocations to be made from 9-2 Net Crude Oil Production or 9-2 Net Natural Gas Production are those required to satisfy each 9-2 Contractor Party's royalty obligations to the Vietnamese Government, which are required on a monthly basis for all 9-2 Net Crude Oil Production and 9-2 Net Natural Gas Production, payable in cash (net of export tax) based on the weighted average price for crude oil or natural gas lifted or offtaken by the 9-2 Contractor Parties at the delivery point on the basis of an arm's length sales price or non-arm's length sales price, as appropriate ("9-2 Market Price"). Alternatively, the Vietnamese Government may, by three months written notice, elect to lift and take its royalty rate of production in kind.
The rate of such royalties are set out below, determined upon reaching each of the following sustained daily production rates for a minimum of 30 consecutive days of 9-2 Net Crude Oil Production or 9-2 Net Natural Gas Production, respectively:
| 9-2 Net Crude Oil | |
|---|---|
| Production (bbls/Day) | Royalty Rate |
| Up to 20,000 20,001 to 50,000 50,001 to 75,000 75,001 to 100,000 100,001 to 150,000 Over 150,000 |
6 per cent. of 9-2 Net Crude Oil Production 8 per cent. of 9-2 Net Crude Oil Production 10 per cent. of 9-2 Net Crude Oil Production 15 per cent. of 9-2 Net Crude Oil Production 20 per cent. of 9-2 Net Crude Oil Production 25 per cent. of 9-2 Net Crude Oil Production |
| 9-2 Net Natural Gas Production (m3/Day) |
Royalty Rate |
| Up to 5,000,000 5,000,001 to 10,000,000 |
0 per cent. of 9-2 Net Natural Gas Production 5 per cent. of 9-2 Net Natural Gas Production |
Over 10,000,000 10 per cent. of 9-2 Net Natural Gas Production
The second allocations to be made from 9-2 Net Crude Oil Production or 9-2 Net Natural Gas Production are those required to reimburse the 9-2 Contractor Parties for their cost recovery entitlements.
• 9-2 Net Crude Oil Production is allocated to the 9-2 Contractor Parties for the recovery of all 9-2 Petroleum Operations Costs ("9-2 Cost Recovery Crude Oil") as follows: (i) for any month prior to and including the first month in which the aggregate amount of 9-2 Net Crude Oil Production exceeds an average daily rate for such month of 20,000 barrels per day, up to 50 per cent. of 9-2 Net Crude Oil Production and (ii) for any month thereafter, up to 35 per cent. of 9-2 Net Crude Oil Production. 9-2 Petroleum Operations Costs are recovered from the applicable 9-2 Cost Recovery Crude Oil on a first in, first out basis. To the extent than in any month outstanding 9-2 Petroleum Operations Costs related to the Block exceed the value of all 9-2 Cost Recovery Crude Oil from the Block for such month, the excess shall be carried forward for recovery in the next succeeding month until fully recovered.
• Up to 70 per cent. of 9-2 Net Natural Gas Production is allocated to the 9-2 Contractor Parties for the recovery of all 9-2 Petroleum Operations Costs ("9-2 Cost Recovery Natural Gas"). 9-2 Petroleum Operations Costs are recovered from the applicable 9-2 Cost Recovery Natural Gas on a first in, first out basis on the same terms as described in (a) above. To the extent than in any month outstanding 9-2 Petroleum Operations Costs related to the Block exceed the value of all 9-2 Cost Recovery Natural Gas from the Block for such month, the excess shall be carried forward for recovery in the next succeeding month until fully recovered.
After the allocations have been made for royalties, 9-2 Cost Recovery Crude Oil or 9-2 Cost Recovery Natural Gas, as applicable, the remainder of 9-2 Net Crude Oil Production or 9-2 Net Natural Gas Production, as the case may be, shall be allocated to "9-2 Profit Oil" or "9-2 Profit Gas".
Under the 9-2 Petroleum Contract, 9-2 Profit Oil and 9-2 Profit Gas for any quarter shall be shared as set forth below. The sharing of such 9-2 Profit Oil and 9-2 Profit Gas shall be accomplished through the lifting or offtaking of the respective amounts of crude oil and natural gas, as applicable, by the 9-2 Foreign Contractors and PIDC.
The respective splits for 9-2 Profit Oil:
| Production Level (BOPD) | 9-2 Foreign Contractors | PVEP |
|---|---|---|
| At any level | 50 per cent. | 50 per cent. |
| The respective splits for 9-2 Profit Gas: | ||
Production Level (MCFPD) 9-2 Foreign Contractors PVEP At any level 50 per cent. 50 per cent.
Each 9-2 Contractor Party is subject to Vietnamese tax laws, and each 9-2 Contractor Party is liable for enterprise income tax payable at a rate of 50 per cent. of its net taxable profits calculated in accordance with applicable law. In the case of a field determined to be marginally economic or uneconomic (as determined following good faith negotiations between PetroVietnam and the 9-2 Contractor Parties and approved by the Vietnamese Government): (i) for a period of up to two years from the first production date, no enterprise income tax shall be incurred or payable, and (ii) for a further period of up to two calendar years thereafter, the enterprise income tax shall be reduced by one half to 25 per cent.
Each 9-2 Contractor Party shall pay to the Vietnamese Government a remittance tax at a rate of 7 per cent. subject to any tax treaty Vietnam may have for the avoidance for double taxation, on the part of the net after tax profits which are remitted and/or retained outside Vietnam, subject to normal reinvestment relief principles. In addition, each 9-2 Contractor Party shall pay export tax at a rate of four per cent. of the 9-2 Market Price of crude oil lifted and exported outside Vietnam net of royalty deductions (such payment shall be tax deductible). Furthermore, petroleum sold pursuant to the 9-2 Petroleum Contract is subject to VAT at the following rates:
| Natural Gas sold for the export market | 0 per cent. rate |
|---|---|
| Natural Gas sold for the domestic market | 10 per cent. rate |
| Crude Oil sold for the export market | Not subject to VAT |
| Crude Oil sold for the domestic market | 10 per cent. rate |
Under the 9-2 Petroleum Contract, each of the 9-2 Contractor Parties has the right to lift, take, export and sell or otherwise dispose of its 9-2 Cost Recovery Crude Oil and 9-2 Cost Recovery Natural Gas and its share of 9-2 Profit Oil and 9-2 Profit Gas outside Vietnam. However, the terms of the 9-2 Petroleum Contract provide that in the event that the Vietnamese Government declares a national demand in accordance with Vietnamese law, the Vietnamese Government may require each 9-2 Contractor Party, by written notice given 180 days in advance, to sell a portion of its crude oil to PetroVietnam, in its role as the state oil company, to meet its domestic consumption needs, provided that this right shall not apply where its exercise would cause the 9-2 Contractor Party to breach a contract of sale of such crude oil to a third party. The amount of crude oil that each 9-2 Contractor Party shall be obligated to sell to PetroVietnam in these circumstances shall be equal to that proportion of the domestic market deficit each quarter that each Contract Party's crude oil production each quarter bears to the production of crude oil of all contractors each quarter under petroleum contracts in Vietnam. The net price to be paid to each Contractor Party for such sales of crude oil shall be not less than the 9-2 Market Price, which shall be paid in dollars and within 30 days of delivery.
The 9-2 Petroleum Contract provides that the 9-2 Foreign Contractors shall pay to the Vietnamese Government certain bonuses (which shall not be recoverable as 9-2 Petroleum Operations Costs or deductible from tax), in proportion to their participating interest, in a number of specified circumstances which include the payment within 30 days after achieving for the first time the following sustained production levels for a period of 30 consecutive days of: (i) over 25,000 barrels per day, US\$2 million;(ii) over 50,000 barrels per day, US\$3 million; (iii) over 75,000 barrels per day, US\$4 million; (iv) over 100,000 barrels per day, US\$5 million; and (v) over 150,000 barrels per day, US\$7 million. As at the Latest Practicable Date, none of the above bonus thresholds have been achieved.
The 9-2 Petroleum Contract provides that physical assets purchased by the 9-2 Contractor Parties for the carrying out of petroleum operations under the 9-2 Petroleum Contract for which cost recovery is allowable, and claimed as 9-2 Petroleum Operations Costs, shall become the property of PetroVietnam on the date on which the costs of such assets has been fully recovered or upon termination of the 9-2 Petroleum Contract, whichever occurs first. The 9-2 JOC shall have the right to use such assets free of charge for the remainder of the term of the 9-2 Petroleum Contract.
The 9-2 Contractor Parties shall be liable for the abandonment and decommissioning of operations and equipment in accordance with an abandonment work programme and budget approved by the 9-2 Management Committee.
The 9-2 Petroleum Contract provides that each 9-2 Contractor Party may freely assign its rights and obligations and participating interest under the 9-2 Petroleum Contract free of any taxes, fees, duties or charges (to an affiliate with the prior written consent of PetroVietnam and the final approval of the Vietnamese Government (not to be unreasonably withheld).
Each 9-2 Contractor Party may sell or assign, all or a portion of, its rights and obligations and its participating interest free of any taxes, fees, duties or any charges (except for transfer tax on profits arising from such sale or assignment) to a non-affiliated third party with the prior written consent of the other 9-2 Contractor Parties and the final approval of the Vietnamese Government (such consent and approval not to be unreasonably withheld). The 9-2 Petroleum Contract further provides that, subject to certain exceptions, PetroVietnam shall have a pre-emptive right to acquire such participating interest. Subject to the terms of the Vietnamese petroleum law, each 9-2 Contractor Party shall have a right of first refusal to purchase the participating interest (apportioned among the 9-2 Contractor Parties in accordance with their respective participating interests), of the 9-2 Contractor Party wishing to sell or assign their participating interest in whole or in part to a non-affiliate third party.
Under the 9-2 Petroleum Contract, any 9-2 Contractor Party in default of any payment due thereunder (a "9-2 Defaulting Party") shall be promptly given notice (a "9-2 Default Notice") of such default by the 9-2 JOC. The amount not paid by the 9-2 Defaulting Party shall bear interest from the due date until paid in full at the monthly LIBOR interest rate plus two percent.
During the continuance of such default, the 9-2 Defaulting Party shall not have a right to its share of 9-2 Net Petroleum Production. The 9-2 non-Defaulting Parties shall be authorised to sell such entitlement at arm's length on commercially reasonable terms and, after deducting all costs incurred in connection with such sale, pay the net proceeds to the 9-2 non-Defaulting Parties in proportion to the amounts they are owed by the 9-2 Defaulting Party under the 9-2 Petroleum Contract (and apply such net proceeds toward the establishment of a reserve fund in an amount equal to the 9-2 Defaulting Party's participating interest share, for the purposes of covering its share of estimated costs in connection with the abandonment and cessation of petroleum operations in which the 9-2 Defaulting Party participated) until all such amounts are recovered and such reserve fund is established.
If a 9-2 Defaulting Party fails to remedy its default by the sixtieth day following the date of the 9-2 Default Notice, each 9-2 non-Defaulting Party shall have the option until such default is cured, to require the 9-2 Defaulting Party to withdraw from the 9-2 Petroleum Contract and transfer all of its rights, title and beneficial interest in and under the 9-2 Petroleum Contract to the 9-2 non-Defaulting Parties. In the absence of an agreement among the 9-2 non-Defaulting Parties to the contrary, any such transfer shall be in the proportion that each of their participating interest bears to the sum of their total participating interests.
Under the 9-2 Petroleum Contract, the 9-2 Contractor Parties have various termination rights, which include: (i) where an event of force majeure (as stipulated in the 9-2 Petroleum Contract) has lasted for a continuous period of 18 months and the 9-2 Foreign Contractors are in unanimous agreement to terminate the 9-2 Petroleum Contract, they may do so by providing not less than 90 days' notice to PIDC and PetroVietnam; and (ii) in the event of insolvency or bankruptcy of a 9-2 Contractor Party, the other 9-2 Contractor Parties shall have the option (subject to the appropriate approvals from the Vietnamese Government) to either assume the participating interest of such 9-2 Contractor Party, on a proportionate basis or any other basis agreed upon with the other 9-2 Contractor Parties, or to terminate the 9-2 Petroleum Contract.
The Ministry of Planning and Investment of Vietnam shall have the right to terminate the 9-2 Petroleum Contract in the event that it terminates the investment licence relating to the 9-2 Petroleum Contract for the 9-2 Contractor Parties' failure to comply with material provisions thereunder.
The 9-2 Petroleum Contract provides that differences or disputes between all of the parties to the 9-2 Petroleum Contract or the 9-2 Foreign Contractors and PetroVietnam which cannot be settled through amicable negotiations within a period of 90 days, shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce. The place of arbitration shall be Singapore and the 9-2 Petroleum Contract shall be construed and interpreted in accordance with the laws of Singapore, without regard to Singapore's conflict of laws rules.
On 16 December 2000, SOCO Vietnam, PIDC, HJVOC and PetroVietnam entered into an operating agreement (the "9-2 OA") to provide for supplemental terms regarding the relationship between the 9-2 Contractor Parties in the exploration, development and operation of Block 9-2 and, in particular, the duties and obligations of the 9-2 JOC, HJVOC, in conducting petroleum operations pursuant to the 9-2 Petroleum Contract as agent of the 9-2 Contractor Parties.
The 9-2 OA provides that the 9-2 Contractor Parties shall be liable for the debts of the 9-2 JOC to the extent of, and in accordance with, their respective participating interests under the 9-2 Petroleum Contract.
The 9-2 OA sets out the responsibilities of the 9-2 JOC, which include: (i) performing petroleum operations in accordance with the provisions of the 9-2 Petroleum Contract; (ii) conducting all such operations in a diligent, safe and efficient manner in accordance with good and prudent oil field practices and conservation principles consistent with the Generally Accepted International Petroleum Practices; (iii) neither making a gain nor suffering a loss as a result of conducting such operations; and (iv) preparing and submitting work programmes and budgets, appraisal plans and development plans.
The 9-2 OA provides that the 9-2 Contractor Parties shall take all reasonable steps to assist the 9-2 JOC, upon request, with the performance of its duties and obligations therein.
The governing law and arbitration clauses of the 9-2 Petroleum Contract are incorporated by reference into the 9-2 OA. An assignment of participating interest under the 9-2 Petroleum Contract shall result in the assignment of the corresponding rights and obligations of the transferring party under the 9-2 OA.
The Group's operations in Blocks 125 and 126 in Vietnam are governed by a petroleum production sharing contract entered into on 27 October 2017 (the "125/126 PSC") between PetroVietnam, SOCO Exploration (Vietnam) Limited ("SEVL") and SOVICO Holdings Company ("SOVICO") (SEVL and SOVICO together, the "125/126 Contractor Parties"). The participating interests of the 125/126 Contractor Parties are as follows: SEVL, 70 per cent.; and SOVICO, 30 per cent.
The term of the 125/126 PSC is 30 years from 9 November 2017 (the "125/126 Effective Date"), which may be extended by a further five years upon mutual agreement of the parties and approval by the Prime Minister of Vietnam. The 125/126 Exploration Period (as defined below) is stated in the 125/126 PSC to be seven years from the 125/126 Effective Date (and may be extended by a further two years) and divided into two phases: four years for the first phase ("125/126 Phase One") and three years for the second phase ("125/126 Phase Two") (together, the "125/126 Exploration Period"). On 8 September 2021, MOIT approved a two year extension to the term of 125/126 Phase One, to 8 November 2023. The extension was approved to allow SEVL, as operator, to (a) undertake or continue the processing and interpretation of seismic data acquired earlier in 2021, (b) identify and evaluate prospects, (c) select an exploration well location and (d) to prepare and drill the exploration well. Reference is made to the section headed "Minimum work and financial commitments" below.
The 125/126 Contractor Parties shall have the option (but not the obligation) to enter into 125/126 Phase Two.
The 125/126 PSC shall, subject to provisions providing for extensions in certain limited cases, terminate if at the end of the 125/126 Exploration Period no discovery or accumulation of hydrocarbons, which in the sole opinion of the 125/126 Contractor Parties can be exploited economically (a "125/126 Commercial Discovery"), has been declared in the relevant area.
The 125/126 Contractor Parties shall be required to commence operations no later than 30 days following PetroVietnam's approval of a work programme and budget. Under 125/126 Phase One, the 125/126 Contractor Parties will be required to undertake certain minimum work and financial commitments. These include undertaking the acquisition, processing and interpretation of seismic surveys representing 7,000 km of 2D data and 500 sq. km of 3D data and the drilling of one exploration well. The minimum financial commitment for 125/126 Phase One is US\$23.5 million. During 2021, the Group acquired 2D and 3D seismic data in excess of the 125/126 Phase One minimum work commitment and, as at the Latest Practicable Date, the processing and interpretation of the seismic data is ongoing.
Under 125/126 Phase Two, the 125/126 Contractor Parties will be required to undertake the Acquisition, processing and interpretation of seismic surveys representing a further 500 sq. km of 3D data and the drilling of a further exploration well. The minimum financial commitment for 125/126 Phase Two is US\$16.5 million. Where the 125/126 Contractor Parties exceed the minimum work commitment for each phase, this excess work shall be credited towards the minimum work commitment of the following phase (if and when, the 125/126 Contractor Parties opt to enter into the subsequent phase). If the 125/126 Contractor parties satisfy their minimum work commitments at a cost less than the minimum financial commitments, they shall be deemed to have satisfied the latter.
Under the terms of the 125/126 PSC, a management committee must take certain decisions in relation to exploration, development and production operations (the "125/126 Management Committee"). The 125/126 Management Committee comprises four members, two appointed by PetroVietnam and two appointed by the 125/126 Contractor Parties. The number of members comprising the 125/126 Management Committee may be increased or decreased from time to time by mutual agreement of the parties and a chairman shall be designated by the 125/126 Contractor Parties prior to the declaration of the first 125/126 Commercial Discovery, following which PetroVietnam shall designate one of its members as the chairman. Meetings shall require a quorum of at least one member from each of the 125/126 Contractor Parties and PetroVietnam.
All decisions of the 125/126 Management Committee shall be taken by the unanimous vote of its members save for those dealing with exploration and appraisal matters before the declaration of the first 125/126 Commercial Discovery which shall be taken by a majority vote or as otherwise agreed by the parties.
Matters within the remit of the 125/126 Management Committee include the adoption of annual work programmes and budgets any amendments thereto, the adoption of procedures regarding the selection of subcontractors, the adoption of the appraisal plan in relation to any discovery, the adoption of evaluation reports and annual production schedules and the adoption of any proposal on surrender.
If the 125/126 Contractor Parties elect to enter into 125/126 Phase Two, before or by the end of 125/126 Phase One (plus any extension thereof), they shall surrender no less than 20 per cent. of the contract area (excluding any development area). Before or by the end of the 125/126 Exploration Period (plus any extension thereof), the 125/126 Contract Parties shall surrender all remaining portions of the contract area subject to limited exceptions (such as the exclusion of any development areas from such obligation).
If the 125/126 Contractor Parties determine that a discovery has been made, they shall notify the 125/126 Management Committee as soon as practicable. Within 90 days after such notice, the 125/126 Contractor Parties shall present an appraisal plan for such discovery to the 125/126 Management Committee, following which the 125/126 Management Committee shall review and adopt the proposed appraisal plan within 30 days. Within 10 days of such adoption, the 125/126 Contractor Parties shall submit the appraisal plan to PetroVietnam for its final approval within 30 days (subject to any amendments which it wishes to make). The 125/126 Contractor Parties shall then, as soon as practicable, implement the appraisal plan approved by PetroVietnam.
Within 90 days, or such other period as agreed by PetroVietnam, the 125/126 Contractor Parties shall submit a "hydrocarbon initially in place" evaluation report of the discovery under the appraisal plan together with a declaration to the 125/126 Management Committee as to whether the discovery is a 125/126 Commercial Discovery. The 125/126 Contractor Parties shall submit their proposal for a development area in relation to such discovery in accordance with the provisions of the 125/126 PSC and the Generally Accepted International Petroleum Industry Standards. The 125/126 Management Committee shall review and adopt such report within 30 days of receipt and the 125/126 Contractor Parties shall thereafter, within 10 days of adoption, submit such report to PetroVietnam for consideration and adoption and for subsequent submission to the Prime Minister of Vietnam for final approval in accordance with the application regulations on reserves management in Vietnam.
Within 90 days, or such other period agreed by PetroVietnam, after the date of final approval of the "hydrocarbon initially in place" report in respect of any 125/126 Commercial Discovery, the 125/126 Contractor Parties shall submit to the 125/126 Management Committee for adoption a complete outline development plan which shall include a preliminary feasibility study. Subject to amendments it may wish to make, the 125/126 Management Committee shall adopt such plan within 30 days. Within 10 days of such adoption, the 125/126 Contractor Parties shall submit such outline development plan to PetroVietnam or other competent authority for its consideration, subject to any amendments it may wish to make and adoption within 60 days of submission of the plan or 60 days following submission of an amended plan (if it so requests), as the case may be.
Within 12 months, or such other period as agreed by PetroVietnam, from the date of final approval of the outline development plan, the 125/126 Contractor Parties shall submit a development plan on the basis of the selected development option under the approved outline development plan which shall be reviewed and, subject to any amendments it may wish to make, adopted by the 125/126 Management Committee within 30 days of submission of the plan or 30 days following submission of an amended plan (if it so requests), as the case may be. Within 10 days of such adoption, the 125/126 Contractor Parties shall submit such development plan to PetroVietnam for its consideration. Subject to any amendments it may wish to make, PetroVietnam and the 125/126 Contractor Parties shall endeavour to finalise within six months the development plan and then submit it to the Prime Minister of Vietnam for consideration and final approval.
The 125/126 Contractor Parties shall be under an obligation to submit a yearly work programme and budget to the 125/126 Management Committee. The 125/126 Contractor Parties shall submit 60 days prior to the first commercial production and on each subsequent year to the 125/126 Management Committee for adoption and to PetroVietnam for approval, an annual production schedule based on the forecast production envisaged in the approved development plan and updated information.
All oil and gas remaining after usage in petroleum operations is referred to respectively as "125/126 Net Oil Production" and "125/126 Net Gas Production" (together, "125/126 Net Petroleum Production") under the 125/126 PSC and is allocated as set out below.
The first allocations to be made from 125/126 Net Oil Production or 125/126 Net Gas Production are those required to satisfy each 125/126 Contractor Party's royalty obligations to the Vietnamese Government, which are required for all 125/126 Net Oil Production or 125/126 Net Gas Production in each taxable period, payable in cash based on the average daily rate of 125/126 Net Oil Production or 125/126 Net Gas Production per actual production day, unless the Vietnamese Government, by three months written notice, elects to lift or offtake and take in kind its royalty rate of production which is estimated to be available for lifting or to offtake during the calendar year based on the approved production schedule of that year.
| 125/126 Net Oil Production (bbls/Day) |
Royalty Rate |
|---|---|
| Up to 20,000 | 7 per cent. of 125/126 Net Oil Production |
| 20,001 to 50,000 | 9 per cent. of 125/126 Net Oil Production |
| 50,001 to 75,000 | 11 per cent. of 125/126 Net Oil Production |
| 75,001 to 100,000 | 13 per cent. of 125/126 Net Oil Production |
| 100,001 to 150,000 | 18 per cent. of 125/126 Net Oil Production |
| Over 150,000 | 23 per cent. of 125/126 Net Oil Production |
| 125/126 Net Gas Production (m3/Day) |
Royalty Rate |
| Up to 5,000,000 | 1 per cent. of 125/126 Net Gas Production |
| 5,000,001 to 10,000,000 | 3 per cent. of 125/126 Net Gas Production |
Over 10,000,000 6 per cent. of 125/126 Net Gas Production The second allocations to be made from 125/126 Net Oil Production or 125/126 Net Gas Production are those required to reimburse the 125/126 Contractor Parties for their cost
125/126 Petroleum Operations Costs are recovered from the applicable 125/126 Cost Recovery Gas on a first in, first out basis on the same terms as described in (a) above. To the extent than in any quarter outstanding 125/126 Petroleum Operations Costs related to the Block exceed the value of all 125/126 Cost Recovery Gas for such quarter, the excess shall be carried forward for recovery in the next succeeding quarter until fully recovered.
After the allocations have been made for royalties, 125/126 Cost Recovery Oil or 125/126 Cost Recovery Gas, as applicable, the remainder of 125/126 Net Oil Production or 125/126 Net Gas Production, as the case may be, shall be allocated to "125/126 Profit Oil" or "125/126 Profit Gas". Under the 125/126 PSC, 125/126 Profit Oil and 125/126 Profit Gas for any quarter shall be shared as set forth below.
The respective splits for 125/126 Profit Oil:
recovery entitlements:
| Production level (bbls/Day) | 125/126 Contractor Parties | Petrovietnam |
|---|---|---|
| Up to 20,000 | 80 per cent. | 20 per cent. |
| 20,001 to 50,000 | 78 per cent. | 22 per cent. |
| 50,001 to 75,000 | 74 per cent. | 26 per cent. |
| 75,001 to 100,000 | 65 per cent. | 35 per cent. |
| 100,001 to 150,000 | 53 per cent. | 47 per cent. |
| Over 150,000 | 48 per cent. | 52 per cent. |
The respective splits for 125/126 Profit Gas:
| 125/126 Contractor Parties | Petrovietnam |
|---|---|
| 85 per cent. | 15 per cent. |
| 70 per cent. | 30 per cent. |
| 60 per cent. | 40 per cent. |
Each 125/126 Contractor Party is subject to Vietnamese tax laws, and is, in particular, liable for corporate income tax payable at a rate of 32. per cent. of its net taxable income calculated in accordance with applicable law. Each 125/126 Contractor Party shall be liable for an export tax of 10 per cent., on the net crude oil lifted and exported by it outside Vietnam, expect for crude oil used for royalty obligations. Each 125/126 Contractor Party shall pay value added tax, the tax/fee for environmental protection and windfall tax (as applicable) and in accordance with the laws of Vietnam then in force.
The 125/126 PSC provides that the 125/126 Contractor Parties shall pay to PetroVietnam certain bonuses (which shall not be recoverable as 125/126 Petroleum Operations Costs or deductible from corporate income tax) in a number of specified circumstances which include: (i) the payment of a signature bonus of US\$0.5 million within 30 days of the 125/126 Effective Date; (ii) the payment of US\$0.5 million within 30 days of the declaration by the 125/126 Contractor Parties of the first 125/126 Commercial Discovery; (iii) the payment of US\$1 million within thirty days after the first day following the thirtieth day of petroleum produced in the area subject to the 125/126 PSC; and (iv) the payment within 30 days after the daily average production first reaches the following average levels of oil and/or gas production for a period of thirty consecutive days:
For oil:
| Daily average of 125/126 Net Oil Production per quarter (bbls/Day) | Bonus |
|---|---|
| Over 20,000 | US\$1 million |
| Over 50,000 | US\$2 million |
| Over 75,000 | US\$3 million |
| Over 100,000 | US\$4 million |
| Over 150,000 | US\$5 million |
| For gas: |
| Daily average of 125/126 Net Gas Production per quarter (m3/Day) | Bonus |
|---|---|
| Over 5,000,000 | US\$0.5 million |
| Over 10,000,000 | US\$1 million |
| Over 15,000,000 | US\$2 million |
The 125/126 PSC provides that physical assets purchased by the 125/126 Contractor Parties for the carrying out of petroleum operations under the 125/126 PSC and for which cost recovery is allowable, and claimed as 125/126 Petroleum Operations Costs, shall become the property of PetroVietnam on the date on which the costs of such assets has been fully recovered or upon termination of the 125/126 PSC, whichever occurs first. The 125/126 Contract Parties shall have the right to use such assets free of charge so long as they are needed for petroleum operations under the 125/126 PSC. The 125/126 Contractor Parties shall be liable for the abandonment and decommissioning of operations and equipment in accordance with an abandonment work programme and budget approved by the 125/126 Management Committee.
The 125/126 PSC stipulates that oil produced under the 125/126 PSC must be prioritised for sale on the Vietnamese market on the basis of an approved annual production schedule (following consultation between the 125/126 Contractor Parties and PetroVietnam). The 125/126 Contractor Parties must also, if so requested by the Vietnamese Government, sell a portion of the natural gas to which they are entitled under the 125/126 PSC on the Vietnamese market.
It is further stipulated that, at the request of the Vietnamese Government, in emergency cases, PetroVietnam may require the 125/126 Contractor Parties with 30 days written notice to sell an amount of oil (to which the 125/126 Contractor Parties are entitled under the 125/126 PSC) which is greater than the amount previously agreed with PetroVietnam. If the 125/126 Contractor Parties supply oil for domestic consumption, the price paid shall be calculated on the basis of the international competitive price as calculated in accordance with the valuation provisions in the 125/126 PSC.
The 125/126 PSC grants each 125/126 Contractor Party the right to sell, assign, convey or otherwise dispose of all or any part of its rights, interests and obligations under the 125/126 PSC to any of its affiliates upon written notice to PetroVietnam, conditional upon receipt of approval from the Prime Minister of Vietnam and subject to the pre-emption rights of PetroVietnam under Vietnamese law, and, subsequently, of the other 125/126 Contractor Parties under the joint operating agreement governing their relationship.
The 125/126 PSC sets out certain requirements that the potential assignee must meet, these include adequate technical and financial capabilities and the provision of parent company or bank guarantees if required by PetroVietnam.
The 125/126 PSC provides that a chance of ownership structure of change of control of a 125/126 Contractor Party (excluding internal restructurings, a financial restructuring or a consolidation by the parent company) shall be deemed to constitute an assignment under the terms of the 125/126 PSC.
Where either of the 125/126 Contractor Parties or PetroVietnam is in material breach of any of its obligations under this Contract (a "125/126 Defaulting Party"), the other party (the "125/126 Non-Defaulting Party") may give a notice to the 125/126 Defaulting Party requiring it to remedy such breach. If it fails to remedy such breach or to commence and diligently pursue the remediation of such breach within 30 days of the date on which the notice is delivered to it, the 125/126 Non-Defaulting Party may, at any time after the expiration of such 30 day period, terminate the 125/126 PSC by serving a notice of termination on the 125/126 Defaulting Party.
The 125/126 PSC provides that a material breach shall be deemed to exist when a party has:
If a dispute arises between either of the parties as to whether either of them is in material breach of any of its obligations under the 125/126 PSC or whether either a party is entitled to terminate the 125/126 PSC, either party may require that the dispute be submitted for arbitration in accordance with the terms of the 125/126 PSC (as described further below).
The 125/126 PSC provides that if there are circumstances that do not warrant continuation of petroleum operations, the 125/126 Contractor Parties may, after consultation with PetroVietnam, give 90 days prior notice to PetroVietnam of their intention to relinquish their rights and be relieved of their obligations thereunder, save for any rights and outstanding obligations that may have accrued and any other rights and obligations expressed as continuing thereunder.
The 125/126 PSC stipulates a number of circumstances in which PetroVietnam may terminate the 125/126 PSC, without compensation for any losses that may arise, by giving 90 days prior written notice to the 125/126 Contractor Parties. These include: (i) the 125/126 Contractor Parties failing to commence development operations pursuant to an approved development plan for a consecutive 12 months period from the date of approval of such development plan or ceasing development operations for a consecutive six month period, except in certain specified circumstances; (ii) the 125/126 Contractor Parties failing to put the field into production within 12 months from a tentative production date described in an approved schedule or ceasing production operations for a consecutive three month period, except in certain specified circumstances; (iii) a 125/126 Contractor Party becoming bankrupt, insolvent or being dissolved, provided that in such circumstances PetroVietnam's termination notice would only be effective if the remaining 125/126 Contractor Parties are unable to assume the rights and obligations of that party and so notify PetroVietnam within the aforementioned 90 days period; or (iv) all 125/126 Contractor Parties become bankrupt, insolvent or are dissolved.
The 125/126 PSC stipulates that it shall be interpreted and governed by the laws of Vietnam provided that, in the absence of a specific Vietnamese law or regulation governing any particular matter that may be raised, relevant provisions of the laws of England and/or Generally Accepted International Petroleum Industry Practices shall apply (to the extent that neither of these are contrary to fundamental principles of Vietnamese law). The 125/126 PSC provides that differences or disputes between the parties thereto, which cannot be settled through amicable negotiations within a period of 90 days, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre and the place of arbitration shall be Singapore.
(g) Block 125/126 JOA
On 12 December 2017, SEVL and SOVICO entered into a joint operating agreement (the "Block 125/126 JOA") to provide for terms and conditions to govern their relations in relation to Blocks 125 and 126 in Vietnam. The current parties and their interests in the Block 125/126 JOA are: SEVL, 70 per cent.; and SOVICO, 30 per cent.
The Block 125/126 JOA established an operating committee (the "Block 125/126 Operating Committee") whose decisions shall be binding upon the parties thereto. Until the valid first declaration of a commercial discovery, SOVICO shall not exercise its voting rights unless directed otherwise by SEVL. After the first declaration of a commercial discovery, decisions shall be taken unanimously in relation to development plans, unitisation with an adjoining contract title area, voluntary surrender of all, or parts of Blocks 125 and 126 and any amendment or termination of the Block 125/126 JOA or the Block 125/126 PSC.
Each Block 125/126 Contractor Party shall be represented on the Block 125/126 Management Committee by one appointed representative.
The Block 125/126 JOA appointed SEVL as the operator of Blocks 125 and 126 (the "Block 125/126 Operator") and provides it, in accordance with approved programmes and budgets and subject to instructions by the Block 125/126 Operating Committee, with the exclusive right to operate, or supervise the operation of, oil-related work under the Block 125/126 PSC. It further provides that the Block 125/126 Operator's liability shall be solely limited to losses and damage arising from its gross or wilful misconduct, as set out in international standards and practices in the oil industry and in accordance with applicable Vietnamese regulations.
The Block 125/126 JOA is governed by and to be construed under English law and internationally accepted common practices. Any dispute arising from the execution or interpretation of the Block 125/126 JOA shall be finally determined in accordance with the Rules of Arbitration of the International Chamber of Commerce of London, England.
Costs and charges in respect of oil-related work, including all costs and charges born for the purchase of all materials and equipment bought in the interest of the Block 125/126 Contractor Parties, shall be borne by the Block 125/126 Contractor Parties in proportion to their respective interests. The ownership of all materials and equipment shall, subject to the terms of Block 125/126 PSC, be jointly shared by the Block 125/126 Contractor Parties in proportion to their respective interests.
The Block 125/126 JOA provides that each of the Block 125/126 Contractor Parties may assign their participating interest to the non-withdrawing party. The Block 125/126 JOA provides a pre-emption right to the Vietnam Oil and Gas Group or PetroVietnam in the event of a sale, assignment, novation, encumbrance or other disposition by one of the Block 125/126 Contractor Parties.
The El Fayum Concession or, more fully, the El Fayum Area Western Desert Petroleum Exploration and Exploitation Concession Agreement between the ARE, EGPC and Pharos El Fayum (as the sole Contractor Party) was entered into on 15 July 2004 (following the enactment of the concession agreement terms into law pursuant to Egyptian Law no. 147 of 2004). The Concession was subsequently amended by an initial amendment agreement entered into on 16 September 2010 (under pursuant to Egyptian Law no. 132 of 2010) and further amended by an additional amendment agreement entered into on 22 August 2017 (under pursuant to Egyptian Law no. 201 of 2017). Under the El Fayum Concession (i) the ARE has granted Pharos El Fayum and EGPC exclusive rights to explore for and develop oil and gas in the El Fayum Concession area; and (ii) Pharos El Fayum agrees to bear all costs and expenses required in carrying out operations under the El Fayum Concession (subject to a deferred right to recover such costs in accordance with the terms of the El Fayum Concession).
The governing law of the El Fayum Concession is the law of Egypt with any dispute involving the ARE subject to the jurisdiction of the ARE courts, and any dispute between EGPC and Pharos El Fayum subject to settlement by arbitration in Cairo in accordance with the Arbitration Rules of the Cairo Regional Centre for International Commercial Arbitration.
The exploration period granted to Pharos El Fayum and EGPC under the El Fayum Concession for the remaining exploration area (being the original Concession Area which has not been relinquished or is currently subject to a valid Development Lease) ended on 15 November 2020 although, if the Third Concession Amendment is signed, the exploration period will be extended for a further period to take effect from 16 November 2020 (notwithstanding the date of the Third Concession Amendment) to 15 May 2024. Further details of the proposed terms of the Third Concession Amendment are set out in paragraph (i) below. The development period for each Development Lease is 20 years from the date of the Minister's approval of the Development Lease.
The development period for each Development Lease may be extended by five years if Pharos El Fayum provides a written request to EGPC six months prior to the end of the relevant initial 20 year development period. The extension is subject to the approval of EGPC and the Minister.
The El Fayum Concession includes termination rights in favour of the ARE, including for material breach, submission of false statements, transfer contrary to agreed restrictions, bankruptcy and non-compliance with a final decision under the dispute provisions.
Under the El Fayum Concession 30% of the gross revenues are available to the Contractor for the recovery of expenditures (the "EF Cost Recovery Limit"), with operating expenditure recoverable as incurred and capital expenditure amortised for recovery over 4 years. If the costs eligible for recovery in any quarter are higher than the EF Cost Recovery Limit, the unrecovered costs can be carried forward to the next period. If the costs eligible for recovery in any quarter are less than the EF Cost Recovery Limit (with the difference referred to as the "Excess Costs"), the remaining revenues are split between Contractor and EGPC on a 15:85 basis.
Profit Oil and Gas/LPG Split Under the El Fayum Concession, the remaining 70% of the gross revenues is split as follows:
Crude Oil/Condensate:
| Production level | ||
|---|---|---|
| (bbls/Day, quarterly average) | El Fayum Contractor Party | EGPC |
| Up to 5,000 | 18 per cent. | 82 per cent. |
| 5,001 to 10,000 | 17 per cent. | 83 per cent. |
| 10,001 to 25,000 | 15 per cent. | 85 per cent. |
| 25,001 to 50,000 | 14 per cent. | 86 per cent. |
| 50,001 to 100,000 | 13 per cent. | 87 per cent. |
| Over 100,000 | 12 per cent. | 88 per cent. |
| Gas and LPG: |
| Production level | ||
|---|---|---|
| (scf/Day, quarterly average) | El Fayum Contractor Party | EGPC |
| < 25,000.000 | 15 per cent. | 85 per cent. |
| 25,000,000 to <50,000,000 | 14 per cent. | 86 per cent. |
| 50,000,000 to <125,000,000 | 13 per cent. | 87 per cent. |
| 125,000,000 to <250,000,000 | 12 per cent. | 88 per cent. |
| 250,000,000 to <500,000,000 | 11 per cent. | 89 per cent. |
| 500,000,000 and above | 10 per cent. | 90 per cent. |
Royalties and Egyptian income taxes are paid by EGPC on behalf of the Contractor Party from EGPC's share of revenues.
The El Fayum Concession provides that the Contractor Parties shall pay to EGPC certain bonuses in a number of specified circumstances. These include:
| Average El Fayum boepd for 30 consecutive days | Bonus |
|---|---|
| Over 25,000 | US\$2 million |
| Over 50,000 | US\$3 million |
| Over 100,000 | US\$5 million |
As at the Latest Practicable Date, none of the production bonus thresholds set out in the table above have been achieved.
Relinquishment
In the event that there is no regular production of crude oil from a Development Lease within four years of the Development Lease approval date, the Contractor is deemed to have automatically assigned all of its rights in respect of the area covered by the Development Lease back to EGPC. The same applies to individual blocks within a Development Lease; if there is no commercial production of oil within four years of the commencement of commercial production in the relevant Development Lease, the relevant block is deemed to be relinquished and returned to EGPC.
EGPC further has a right to carry out a periodic review of each Development Lease every four years for the purposes of auditing the areas which should be subject to relinquishment.
Change of control, assignment and pre-emption
Pharos El Fayum may not assign any of its rights, duties or obligations under the El Fayum Concession whether directly or indirectly without the prior written consent of the Egyptian Government. The Transaction will involve an assignment of the El Fayum interest by Pharos El Fayum to IPR Lake Qarun and, under the assignment provisions in the El Fayum Concession:
The Parties are currently engaging with EGPC, for itself, and on behalf of the Egyptian Government, for the purposes of, among other things, determining the amount of the Assignment Bonus due under the El Fayum Concession in connection with the El Fayum FOA. It is a condition to Completion under the El Fayum FOA that EGPC and/or the Minister (as applicable) approve or consent in writing to the Transaction, to the extent such approval or consent (as applicable) is required under the laws of Egypt or the El Fayum Concession. The waiver, or non-exercise, in accordance with the terms of the El Fayum Concession of the pre-emption rights of EGPC is also a condition to Completion under the El Fayum FOA. For further information on the Conditions, please refer to paragraph 1.2 of Part III (Principal Terms of the Transaction). Pursuant to the El Fayum FOA, the parties have agreed that Pharos El Fayum shall initially pay any Assignment Bonus due and payable in respect of the El Fayum FOA, with IPR Lake Qarun agreeing to reimburse Pharos El Fayum in cash at completion for the full amount of the Assignment Bonus. If the amount of the Assignment Bonus exceeds US\$1 million, the excess will be deducted from the El Fayum Carried Costs.
EGPC has a right to purchase a percentage share of the Contractor's production sharing petroleum to satisfy the requirement of the Egyptian market. This percentage share can vary and is calculated by dividing (i) the total amount of crude oil production from the El Fayum Concession area by (ii) the total crude oil production (from all production companies) in all of the concession areas in Egypt in which EGPC has a preferential right to purchase a share of production. In practice, EGPC has customarily purchased both the cost recovery petroleum and the production sharing petroleum from most concession areas in Egypt, including from the El Fayum Concession.
Pursuant to a Crude Oil Pricing Letter issued by EGPC on 23 March 2017, EGPC has set a purchase price based on the average price of mixed oil in the Western Desert officially announced by EGPC for the shipment month minus US\$3.00/barrel effective 1st April 2017. Pursuant to a letter dated 11 May 2017, EGPC notified Pharos El Fayum that it is willing to facilitate the direct export by Pharos El Fayum of oil shipments above a production level of 7250 barrels per day.
A summary of the current 10 Development Leases on the El Fayum Concession and their anticipated next review dates, together with ultimate expiry dates, is set out in the table below:
| Development Lease | Area (km2) | Date of Issue |
Next Review Date |
Expiry date (before any extension) |
|---|---|---|---|---|
| Silah | 60 | 6-May-09 | Jan-25 | May-29 |
| N Silah | 18 | 2-Jun-10 | TBD* | Jun-30 |
| N Silah Deep | 27 | 2-Jun-10 | TBD* | Jun-30 |
| Dawar | 15 | 2-Jun-10 | Dec-24 | Jun-30 |
| SE Gindi | 9 | 15-Dec-10 | Jun-22 | Dec-30 |
| Tersa | 70 | 16-Dec-09 | Nov-21 | Dec-29 |
| Ain Assillen | 21 | 10-Aug-10 | Dec-24 | Aug-30 |
| W Auberge | 12 | 15-Dec-10 | Jun-22 | Dec-30 |
| Ward | 15 | 15-Dec-10 | Dec-24 | Dec-30 |
| Saad | 9 | 31-Dec-12 | Dec-24 | Dec-32 |
* Next review date to be determined following conclusion of negotiations on Third Concession Amendment (see below)
The Third Concession Amendment, proposing to further amend the terms of the El Fayum Concession, has not been signed but, as stated in the Company's announcement of 30 March 2021 and its subsequent trading and operational update published on 14 July 2021, it has been approved provisionally by EGPC. In addition, and as announced by the Company on 1 November 2021, the Third Concession Amendment has been approved by the Cabinet of Egypt. It remains subject to ratification by the Parliament, approval by the Egyptian President, and signature by the parties. Signature of the Third Concession Amendment is a Condition to Completion.
If the Third Concession Amendment is signed, the changes made to the El Fayum Concession under the Third Concession Agreement are expected to apply retrospectively from 16 November 2020 (the "Amendment Effective Date"), the day immediately following the final day of the previous exploration period under the El Fayum Concession. The Contractor will also be required to pay a signature bonus of US\$1 million to EGPC in relation to the Third Concession Amendment. The key terms of the Third Concession Amendment provisionally approved by EGPC and subsequently approved by the Cabinet of Egypt are as follows:
in addition, the previously outstanding minimum work commitment of four exploration wells (with corresponding minimum expenditure of US\$8.4 million) will be carried over to the newly extended exploration period;
the share of Excess Costs between the Contractor and EGPC will be adjusted from 15% Contractor:85% EGPC to 7.5% Contractor:92.5% EGPC;
The North Beni Suef Concession or, more fully, the North Beni Suef Area Nile Valley Petroleum Exploration and Exploitation Concession Agreement between the ARE, EGPC and Pharos El Fayum was entered into on 24 December 2019 (following the enactment of the concession agreement terms into law pursuant to Egyptian Law no. 160 of 2019). Under the North Beni Suef Concession (i) the ARE has granted Pharos El Fayum and EGPC exclusive rights to explore for and develop oil and gas in the North Beni Concession area; and (ii) Pharos El Fayum agrees to bear all costs and expenses required in carrying out operations under the North Beni Suef Concession (subject to a deferred right to recover such costs in accordance with the terms of the North Beni Suef Concession).
The governing law of the North Beni Suef Concession is the law of Egypt with any dispute involving the ARE subject to the jurisdiction of the ARE courts, and any dispute between EGPC and Pharos El Fayum subject to settlement by arbitration in Cairo in accordance with the Arbitration Rules of the Cairo Regional Centre for International Commercial Arbitration.
The North Beni Suef Concession is currently in its initial exploration period of three years, commencing on the date of signature of the Concession. The Contractor may seek two successive extensions to the exploration period of two years each on prior written notice to EGPC, subject to the Contractor having fulfilled its minimum work obligations for the preceding period (see "Minimum Work Programme Obligations during Exploration Period" below). Accordingly the exploration period could, if both two year extensions are sought and granted, extend to 7 years in total.
In the event of a commercial oil discovery or a commercial gas discovery on the North Beni Suef Concession, and the subsequent award of a Development Lease in connection with such a discovery, the development period for the Development Lease is 20 years from the date of the Minister's approval of the Development Lease. The development period for each Development Lease may be extended by five years if Pharos El Fayum provides a written request to EGPC six months prior to the end of the initial 20 year development period. Any extension is subject to the approval of EGPC and the Minister. The maximum term of a Development Lease is accordingly 25 years from the date of the Minister's approval of the Development Lease. In the event gas or crude oil are subsequently discovered in a Development Lease initially granted on a commercial oil discovery or a commercial gas discovery, respectively, Pharos El Fayum will have the right to exploit and produce such gas or crude oil (as the case may be) for a period of 20 years (with a possible five-year extension) as long as the total duration of the Development Lease does not exceed 30 years.
The North Beni Concession includes termination rights in favour of the ARE, including for material breach, submission of false statements, transfer contrary to agreed restrictions, bankruptcy and non-compliance with a final decision under the dispute provisions. The Concession will also terminate in the absence of a commercial oil discovery or a commercial gas discovery before the end of the exploration period (including any extensions to the exploration period).
Minimum Work Programme Obligations during Exploration Period The North Beni Suef Concession provides for the following minimum work programme obligations in respect of the initial exploration period and, if applicable, the two year extensions to the exploration period:
| Minimum Work | Minimum expenditure | |
|---|---|---|
| Exploration Period | Programme Obligation* | obligation* |
| Initial 3 years | 2 exploration wells and seismic acquisition |
US\$12 million |
| 2 year first extension 2 year second extension |
3 wells 3 wells |
US\$12 million US\$12 million |
* If the Contractor spends more than the minimum expenditure obligation in any part of the exploration period, or drills more wells than required under the minimum work programme obligations, the excess may be deducted from the minimum expenditure obligation in the next part of the exploration period or, as the case may be, from the minimum number of wells required under the minimum work programme obligation.
Under the North Beni Suef Concession 30% of the gross revenues are available to the Contractor for the recovery of expenditures (the "NBS Cost Recovery Limit"), with operating expenditure recoverable as incurred and capital expenditure amortised for recovery over 4 years. If the costs eligible for recovery in any quarter are higher than the NBS Cost Recovery Limit, the unrecovered costs can be carried forward to the next period. If the costs eligible for recovery in any quarter are less than the NBS Cost Recovery Limit, the remaining revenues are split between Contractor and EGPC on a 15:85 basis.
Under the North Beni Suef Concession, the remaining 70% of the gross revenues is split based on both quarterly average production and the Brent oil price (as defined in the North Beni Suef Concession) as follows:
| Production level (bbls/Day, quarterly average) |
North Beni Suef Contractor Party |
EGPC |
|---|---|---|
| Brent oil price <= US\$60/bbl Up to 5,000 5,001 to 10,000 10,001 to 15,000 15,001 to 25,000 Over 25,000 |
22.5 per cent. 77.5 per cent. 22 per cent. 21.5 per cent. 78.5 per cent. 19.5 per cent. 80.5 per cent. 17.5 per cent. 82.5 per cent. |
78 per cent. |
| Brent oil price >US\$60/bbl and <=US\$80/bbl | ||
| Up to 5,000 5,001 to 10,000 10,001 to 15,000 15,001 to 25,000 Over 25,000 |
22 per cent. 21.5 per cent. 78.5 per cent. 21 per cent. 19 per cent. 17 per cent. |
78 per cent. 79 per cent. 81 per cent. 83 per cent. |
| Brent oil price >US\$80/bbl and <=US\$100/bbl | ||
| Up to 5,000 5,001 to 10,000 10,001 to 15,000 15,001 to 25,000 Over 25,000 |
20.5 per cent. 79.5 per cent. 20 per cent. 20 per cent. 17.5 per cent. 82.5 per cent. 16 per cent. |
80 per cent. 80 per cent. 84 per cent. |
| Brent oil price >US\$100/bbl | ||
| Up to 5,000 5,001 to 10,000 10,001 to 15,000 15,001 to 25,000 Over 25,000 |
19.5 per cent. 80.5 per cent. 19 per cent. 19 per cent. 17 per cent. 15 per cent. |
81 per cent. 81 per cent. 83 per cent. 85 per cent. |
and gas and LPG production under the North Beni Suef Concession is split 79% EGPC and 21% Contractor regardless of production volumes or gas prices.
Royalties and Egyptian income taxes are paid by EGPC on behalf of the Contractor Party from EGPC's share of revenues.
The North Beni Suef Concession provides that the Contractor shall pay to EGPC certain bonuses in a number of specified circumstances. These include:
| Average North Beni Suef boepd for 30 consecutive days | Bonus |
|---|---|
| 3,000 | US\$0.1 million |
| 5,000 | US\$0.2 million |
| 10,000 | US\$0.5 million |
| 15,000 | US\$1 million |
| 25,000 | US\$3 million |
As the North Beni Suef Concession is in the initial exploration period, none of the production bonus thresholds set out in the table above have been achieved.
During the exploration period of the North Beni Suef Concession, there are mandatory relinquishment obligations on the Contractor. After the end of the initial exploration period of three years, the Contractor is required to relinquish 25% of the original Concession area not already converted to a Development Lease provided that the Contractor may seek to retain part or all of the area (a "Retained Relinquishment Area") it would otherwise relinquish subject to committing to a further work programme, including at least one well, on that area within the next two year exploration period. At the end of the first two year extension to the exploration period, the Contractor is required to relinquish 25% of the original Concession area not already converted to a Development Lease, in addition to any Retained Relinquishment Area not converted to a Development Lease. At the end of the second two year extension to the exploration period, the Contractor is required to relinquish all remaining areas not converted to Development Leases, subject to the Contractor being permitted up to 6 months to establish a commercial oil or gas discovery if drilling commenced before the expiry of the exploration period.
Following the award of a Development Lease, and in the event that there is no regular production of crude oil from a Development Lease within four years of the Development Lease approval date, the Contractor is deemed to have automatically assigned all of its rights in respect of the area covered by the Development Lease back to EGPC. The same applies to individual blocks within a Development Lease; if there is no commercial production of oil within four years of the commencement of commercial production in the relevant Development Lease, the relevant block is deemed to be relinquished and returned to EGPC. EGPC further has a right to carry out a periodic review of each Development Lease every four years for the purposes of auditing the areas which should be subject to relinquishment.
Change of control, assignment and pre-emption
A Contractor Party may not assign any of its rights, duties or obligations under the North Beni Suef Concession whether directly or indirectly without the prior written consent of the Egyptian Government. The Transaction will involve an assignment of the North Beni Suef Sale Interest by Pharos El Fayum to IPR Lake Qarun and, under the assignment provisions in the North Beni Suef Concession:
The Parties are currently engaging with EGPC, for itself, and on behalf of the Egyptian Government, for the purposes of, among other things, confirming the amount of the Assignment Bonus due under the North Beni Suef Concession in connection with the North Beni Suef FOA. It is a condition to Completion under the North Beni Suef FOA that EGPC and/or the Minister (as applicable) approve or consent in writing to the Transaction, to the extent such approval or consent (as applicable) is required under the laws of Egypt or the North Beni Suef Concession. The waiver, or non-exercise, in accordance with the terms of the North Beni Suef Concession of the pre-emption rights of EGPC is also a condition to Completion under the North Beni Suef FOA. For further information on the Conditions, please refer to paragraph 3.2 of Part III (Principal Terms of the Transaction). Pursuant to the North Beni Suef FOA, the parties have agreed that Pharos El Fayum shall initially pay any Assignment Bonus due and payable in respect of the North Beni Suef FOA, with IPR Lake Qarun agreeing to reimburse Pharos El Fayum in cash at completion for the full amount of the Assignment Bonus.
EGPC has a right to purchase a percentage share of the Contractor's production sharing petroleum to satisfy the requirement of the Egyptian market. This percentage share can vary and is calculated by dividing (i) the total amount of crude oil production from the North Beni Suef Concession area by (ii) the total crude oil production (from all production companies) in all of the concession areas in Egypt in which EGPC has a preferential right to purchase a share of production. In practice, EGPC has customarily purchased both the cost recovery petroleum and the production sharing petroleum from most concession areas in Egypt. As at the Latest Practicable Date, this is the case for the El Fayum Concession and may also apply to the North Beni Suef Concession if and when it achieves commercial production.
Development Leases There are no current Development Leases on the North Beni Suef Concession.
Under the terms of a letter agreement dated 17 May 2005, Pharos El Fayum (then named Merlon Petroleum El Fayum Company) and Merlon Inc., formerly an affiliated company of Pharos El Fayum, granted Stratton Corporation an overriding royalty interest in the El Fayum Concession in payment for services rendered in obtaining the El Fayum Concession. Such overriding interest is equal to 3 per cent of petroleum saved and sold from the Concession Area as excess cost recovery petroleum (excess of petroleum allocated towards cost recovery compared to actual costs incurred and recoverable in the relevant period) and production sharing petroleum. The letter agreement purports to bind all future holders of interests in the El Fayum Concession to payment of the overriding royalty interest.
The overriding interest is valued in accordance with the pricing provisions of the El Fayum Concession and is required to be paid by Pharos El Fayum to Stratton Corporation within 15 days from the date that Pharos El Fayum receives such amounts under the El Fayum Concession. The letter agreement came into effect on 17 May 2005 and continues in effect until the El Fayum Concession is terminated.
On 20 January 2021, the Company, Peel Hunt LLP ("Peel Hunt") and Auctus Advisors Limited ("Auctus") entered into a placing agreement ("Placing Agreement") in relation to the placing (the "Placing") by the Company of new Pharos Shares (the "Placing Shares") at a price of 19.25p per Pharos Share (the "Placing Price"). On the same date the Company entered into separate subscription agreements (the "Subscription Agreements") with each of Ed Story, Jann Brown, Mike Watts, Ettore Contini and Caterina van der Westhuizen (the "Subscribers") in relation to the subscription for new Pharos Shares (the "Subscription Shares") by each of those individuals at the Placing Price. The Company also announced a retail offer via PrimaryBid of up to 9,937,892 new Pharos Shares (the "Retail Shares") on the same date as announcement of the Placing (the "Retail Offer").
The Placing was effected by way of a "cash box" structure, under which Peel Hunt would subscribe for ordinary shares and redeemable preference shares in Pharos Energy (Jersey) Limited ("JerseyCo"), a subsidiary of the Company incorporated in Jersey, for an amount approximately equal to the net proceeds of the Placing. The Company would then allot the Placing Shares and the Subscription Shares for non-cash consideration. In order to give effect to the "cash box" structure:
Under the Placing Agreement, Peel Hunt and Auctus as joint bookrunners (the "Banks") agreed severally, subject to certain conditions and otherwise on the terms set out therein, to use their respective reasonable endeavours to procure subscribers for the Placing Shares.
Under the Placing Agreement, the Company agreed to pay the Banks, in consideration for their services, (a) a commission of 4% on the aggregate value at the Placing Price of the Placing Shares up to US\$5 million; plus (b) a commission of 5% on the aggregate value at the Placing Price of the Placing Shares in excess of US\$5 million; plus (c) a commission of 2% on the aggregate value at the Placing Price of the Subscription Shares (such commission to be split between the Banks 60% to Peel Hunt and 40% to Auctus). The Company also agreed under the Placing Agreement to pay all other costs, charges and expenses of the Banks in connection with and incidental to the Placing, the issue of the Placing Shares and associated matters (together in each case with any applicable VAT).
The Placing Agreement also included a "lock-up" undertaking from the Company that, between the date of the Placing Agreement and 120 calendar days after completion of the Placing, it would not, without the prior written consent of the Banks (such consent not to be unreasonably withheld or delayed), enter into certain transactions involving or relating to Pharos Shares, subject to certain customary carve-outs. This "lock-up" period has now expired.
The Placing Agreement was conditional upon, amongst other things, admission of the Placing Shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission") occurring not later than 8.00 am on 27 January 2021 (or such later date as is agreed in writing between the Company and the Banks, being not later than 8.00 a.m. on 10 February 2021). The Placing Agreement contains warranties from the Company to the Banks in relation to, amongst other things, matters relating to the Company and its business. In addition, the Company has agreed to indemnify the Banks and certain of their connected persons in respect of certain liabilities resulting from the carrying out by the Banks of their obligations or services under the Placing Agreement or otherwise in connection with the Placing. The Banks had the right to terminate the Placing Agreement in certain circumstances prior to Admission including, in particular, in the event of a breach of the warranties or a force majeure event.
Admission of the Placing Shares, the Subscription Shares and the Retail Shares occurred on 27 January 2021. Following Admission, the Company initiated the process to wind up JerseyCo. JerseyCo was dissolved on 5 February 2021.
Other than the Transaction Documents, the El Fayum Concession, the North Beni Suef Concession, the NBE Facility Agreement and the Stratton ORRI, no contracts (not being contracts entered into in the ordinary course of business) have been entered into in connection with the Sale Interests either: (i) within the two years immediately preceding the publication of this Circular which are, or may be, material to the Sale Interests; or (ii) which contain any provision under which there is any obligation or entitlement which is, or may be, material to the Sale Interests as at the date of this Circular.
There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or have had during the 12 months preceding the date of this Circular, a significant effect on the Continuing Group's financial position or profitability.
There are no governmental, legal or arbitration proceedings nor, so far as the Company is aware, are any such proceedings pending or threatened which may have, or have had during the 12 months preceding the date of this Circular, a significant effect on the financial position or profitability of the Sale Interests.
The Company is of the opinion that, taking into account existing available facilities and existing cash resources, the Continuing Group has sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of publication of this Circular.
There has been no significant change in the financial position or the financial performance of the Continuing Group since 30 June 2021, being the end of the last financial period for which interim financial statements have been published by the Company.
There has been no significant change in the financial position or the financial performance of the Sale Interests since 30 June 2021, being the end of the last financial period for which interim financial statements have been published by the Company.
Copies of the following documents may be inspected during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the venue for the General Meeting up to and including the date of the General Meeting:
The above documentation (other than the documents under (a) above) will also be available on the Company's website at www.pharos.energy, and also for inspection on the date and at the place of the General Meeting until its conclusion.
The following technical terms are used in this Circular. Grammatical variations of these terms should be interpreted in the same way.
| 1P reserves | proved reserves; denotes the low estimate scenario of reserves | |
|---|---|---|
| 2D seismic | seismic data consisting of adjacent lines acquired individually, as opposed to the multiple closely spaced lines acquired together that constitute 3D seismic data |
|
| 2C resources | the best estimate of contingent resources | |
| 2P reserves | equivalent to the sum of proved plus probable reserves; denotes best estimate scenario of reserves |
|
| 3D seismic | seismic data acquired as multiple, closely spaced traverses, typically providing a more detailed and accurate image of the subsurface than 2D seismic data |
|
| appraisal | the phase of petroleum operations immediately following a successful discovery to further evaluate the discovery, such as seismic acquisition, geological studies, and drilling additional wells to reduce technical uncertainties and commercial contingencies |
|
| appraisal well | a well drilled as part of the appraisal of a discovery or field | |
| bbl | barrel | |
| Bcf or Bscf | billion cubic feet | |
| block | term commonly used to describe areas over which there is a petroleum or production licence, concession or PSC |
|
| boepd | barrels of oil equivalent per day | |
| bopd | barrels of oil per day | |
| condensate | a mixture of hydrocarbons (mainly pentanes and heavier) that exist in the gaseous phase at original temperature and pressure of the reservoir but, when produced, are in the liquid phase at surface pressure and temperature conditions (when temperature or pressure is reduced relative to the reservoir) |
|
| contingent resources | has the meaning given to it in the PRMS, as set out in page 5 of this Circular |
|
| discovery | an exploration well which has encountered oil and gas for the first time in a structure |
|
| E&P | exploration and production | |
| EOR | enhanced oil recovery | |
| ESP | electric submersible pump | |
| exploration | the phase of operations which covers the search or prospecting for undiscovered petroleum using various techniques, such as seismic surveys, geological studies and exploratory drilling |
| exploration drilling | drilling carried out to determine whether oil and gas are present in a particular area or structure |
|---|---|
| exploration well | a well in an unproven area or prospect, sometimes also known as a "wildcat well" |
| farm-out | a term used to describe when a company sells a portion of the acreage in a block to another company, usually in return for consideration and for the buying company taking on a portion of the selling company's work commitments |
| field | a geographical area under which either a single reservoir or multiple reservoirs lie, all grouped on or related to the same individual geological structural feature and/or stratigraphic condition |
| HSSE | health, safety, security and the environment |
| hydrocarbon | a chemical compound consisting wholly of hydrogen and carbon molecules, which may exist as a solid, a liquid or a gas (for example, oil, gas or condensate) |
| infrastructure | oil and gas processing, transportation and off-take facilities |
| JV | joint venture |
| km | kilometre(s) (and km2 means square kilometre(s)) |
| lead | a project associated with a potential accumulation that is currently poorly defined and requires more data acquisition and/or evaluation to be classified as a prospect |
| LPG | liquefied petroleum gas, the principal components of which are typically propane and/or butane liquefied by pressure and temperature |
| m | metre |
| migration | the movement of hydrocarbons from source rocks into reservoir rocks, which can be local or can occur along distances of hundreds of kilometres in large sedimentary basins, and is critical to a viable petroleum system |
| MMbbl | million barrels |
| natural gas | gas, predominantly methane, occurring naturally, and often found in association with crude petroleum |
| offshore | that geographic area that lies seaward of the coastline |
| oil | a mixture of liquid hydrocarbons of different molecular weights |
| oil field | the mapped distribution of a proven oil-bearing reservoir or reservoirs |
| operator | the company that has legal authority to drill wells and undertake production of petroleum, often acting on behalf of a consortium or JV |
| participating interest | the proportion of exploration and production costs each party will bear and the proportion of production each party will receive, typically set out in a JOA |
| petroleum | a generic name for oil and gas, including crude oil, natural gas liquids, natural gas, condensate and their products |
| petroleum system | geologic components and processes necessary to generate and store hydrocarbons, including a mature source rock, migration pathway, reservoir rock, trap and seal |
|---|---|
| PRMS | the 2018 Petroleum Resources Management System (as approved and sponsored by, amongst others, the Society of Petroleum Engineers, the American Association of Petroleum Geologists, the World Petroleum Council and the Society of Petroleum Evaluation Engineers) |
| prospect | an identified trap that may contain hydrocarbons. A potential hydrocarbon accumulation may be described as a lead or prospect depending on the degree of certainty in that accumulation. A prospect generally is mature enough to be considered for drilling |
| prospective resources | has the meaning given to it in the PRMS, as set out in page 5 of this Circular |
| PSC | production sharing agreement or contract, being a contract between a contractor and a host government in which the contractor typically bears the risk and costs for exploration, development, and production and in return, if exploration is successful, the contractor is given the opportunity to recover the incurred investment from production, subject to specific limits and terms |
| reserves | those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions and satisfying four criteria: discovered, recoverable, commercial and remaining (as of the evaluation's effective date) based on the development project(s) applied |
| reservoir | a subsurface rock formation that contains an individual and separate natural accumulation of petroleum that is confined by impermeable barriers, pressure systems, or fluid regimes (conventional reservoirs), or is confined by hydraulic fracture barriers or fluid regimes (unconventional reservoirs) |
| resources | contingent resources and prospective resources, unless otherwise specified |
| seal | a relatively impermeable rock, commonly shale, anhydrite or salt, that forms a barrier or cap above and around reservoir rock such that fluids cannot migrate beyond the reservoir, a critical component of a complete petroleum system |
| seismic survey | a method by which an image of the earth's sub-surface is created through the generation of shockwaves and analysis of their reflection from rock strata |
| scf | standard cubic feet |
| TD | total depth, being the depth at the base of a well |
| trap | a configuration of rocks suitable for containing hydrocarbons and sealed by a relatively impermeable formation through which hydrocarbons will not migrate. Traps are described as structural traps (in deformed strata such as folds and faults) or stratigraphic traps (in areas where rock types change, such as unconformities, pinch outs and reefs). A trap is an essential component of a petroleum system |
| waterflood or waterflooding | a form of secondary oil recovery in which water is injected into the reservoir formation to displace residual oil within the formation, with the water from injection wells moving the displaced oil to adjacent producing wells |
|---|---|
| WI or working interest | the percentage equity interest in an E&P asset, before reduction for royalties or production share owed to the government under the applicable fiscal terms |
| workover or workover well | a well intervention, which is any operation carried out on an existing well during or at the end of its productive life, which alters the state of the well and/or well geometry, provides well diagnostics, or manages the production of the well for the purpose of restoring, prolonging, or enhancing the production from that well |
The following definitions apply throughout this Circular, unless stated otherwise:
| 2009 DSOP | the Company's 2009 Discretionary Share Option Plan |
|---|---|
| 2014 DSBP | the Company's 2014 Deferred Share Bonus Plan |
| 2018 Acquisition Circular | the circular of the Company to Shareholders dated 5 December 2018 in connection with the proposed acquisition of the entire issued share capital of Pharos El Fayum |
| 2018 Annual Report and Accounts |
the Pharos annual report and accounts for the year ended 31 December 2018 (published under the former name of the Company, SOCO International plc) |
| 2019 Annual Report and Accounts |
the Pharos annual report and accounts for the year ended 31 December 2019 |
| 2020 Annual Report and Accounts |
the Pharos annual report and accounts for the year ended 31 December 2020 |
| 2021 Interim Results | the interim results for the six months ending 30 June 2021 announced by the Company on 15 September 2021 |
| AGM | annual general meeting of the Company |
| AIPN | The Association of International Petroleum Negotiators |
| Announcement | the announcement relating to the Transaction made by Pharos on 15 September 2021 |
| ARE | Arab Republic of Egypt |
| Assignment Bonus | the assignment bonus prescribed in the El Fayum Concession or, as the case may be, the North Beni Suef Concession, as described in paragraphs 1.4 and 3.4 of Part III (Principal Terms of the Transaction) of this Circular |
| Board or Pharos Board | the board of directors of the Company, comprising at the date of this Circular the Directors whose names appear in Part VI (Additional Information) of this Circular |
| Break Fee | the break fee agreed between Pharos El Fayum and IPR Lake Qarun under the El Fayum FOA payable by Pharos El Fayum in the circumstances described in paragraph 1.2 of Part III (Principal Terms of the Transaction) of this Circular |
| Brent Price | the average mid-point Brent (Dated) crude price in a calendar year, as reported by S&P Global Platts Crude Oil Marketwire or, failing which, an appropriate alternative to be agreed or determined as provided in the El Fayum FOA |
| Brent Price Contingent Consideration |
has the meaning given to it in paragraph 1.3.3 of Part III (Principal Terms of the Transaction) of this Circular |
| Business Day | a day, other than a Saturday or Sunday, on which banks are generally open for business in London or, where the term Business Day is used in Part III (Principal Terms of the Transaction) of this Circular, a day (other than a Friday, Saturday or Sunday) on which clearing banks are or, as the context may |
| require, were generally open for business in Cairo, Dallas and London |
|
|---|---|
| CCSS | the CREST courier and sorting service operated by Euroclear to facilitate, inter alia, the deposit and withdrawal of securities |
| Circular or this Circular | this document, being a class 1 circular as such term is defined in the Listing Rules |
| Companies Act 1985 | the Companies Act 1985 (as amended) |
| Companies Act 2006 | the Companies Act 2006 (as amended) |
| Company or Pharos | Pharos Energy plc, incorporated in England and Wales with registered number 03300821 |
| Completion | completion of the Transaction under and in accordance with the Farm-Out Agreements |
| Concessions | the El Fayum Concession and the North Beni Suef Concession (and Concession shall mean such of them as the context requires) |
| Conditions | the conditions to the Transaction as described in paragraphs 1.2 and 3.2 of Part III (Principal Terms of the Transaction) of this Circular or, where the context requires, the specific conditions to completion under the El Fayum FOA or the specific conditions to completion under the North Beni Suef FOA |
| Continuing Group or Retained Group |
the Group following Completion |
| Contractor Party or Contractor | a party or parties identified as being, or forming part of, the "Contractor" as defined in the El Fayum Concession or, as the case may be, the North Beni Suef Concession (and Contractor Parties shall where the context requires mean more than one of such parties) |
| CP Long Stop Date | 14 May 2022, or such later date as may be agreed by the parties to the Farm-Out Agreements |
| CREST | the electronic, paperless transfer and settlement mechanism to facilitate the transfer of title of shares in uncertified form operated by Euroclear |
| CREST Manual | the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as amended since) |
| CREST member | a person who has been admitted to CREST as a system member (as defined in the CREST Regulations) |
| CREST participant | a person who is, in relation to CREST, a system (as defined in the CREST Regulations) |
| CREST Proxy Instruction | a properly authenticated CREST message appointing and instructing a proxy to attend and vote in place of a Shareholder at the General Meeting and containing the information required to be contained in the CREST Manual |
| CREST Regulations | The Uncertificated Securities Regulations 2001 (SI 2001/3755) | ||
|---|---|---|---|
| CREST sponsor | a CREST participant admitted to CREST as a CREST sponsor | ||
| Deeds of Assignment | the El Fayum Deed of Assignment and the North Beni Suef Deed of Assignment (and Deed of Assignment shall mean such of them as the context requires) |
||
| Development Lease | a development lease granted under and in accordance with the El Fayum Concession or, as the case may be, the North Beni Suef Concession |
||
| Directors or Pharos Directors | the directors of the Company | ||
| DTR or DTRs | the Disclosure Guidance and Transparency Rules issued and maintained by the FCA under section 73A of FSMA |
||
| Economic Date | 00.01 hours on 1 July 2020 | ||
| EGPC | the Egyptian General Petroleum Corporation, an Egyptian state oil and gas company |
||
| Egypt | the Arab Republic of Egypt | ||
| El Fayum Carried Costs | has the meaning given to it in paragraph 1.5.1 of Part III (Principal Terms of the Transaction) of this Circular |
||
| El Fayum Concession | the concession contained in and awarded under the agreement entered into on 15 July 2004 between Pharos El Fayum, the Arab Republic of Egypt and EGPC, as amended and restated, as described in paragraph 10.1(h) of Part VI (Additional Information) of this Circular |
||
| El Fayum Deed of Assignment | the deed assigning a fifty-five per cent (55%) interest in the Contractor's rights and obligations in each of the El Fayum Concession from Pharos El Fayum to IPR Lake Qarun |
||
| El Fayum Deposit | has the meaning given to it in paragraph 1.3 of Part III (Principal Terms of the Transaction) of this Circular |
||
| El Fayum FOA | the farm-out agreement dated 14 September 2021 in relation to the El Fayum Concession between Pharos El Fayum (as seller), IPR Lake Qarun (as buyer) and IPR Energy AG (as guarantor of the buyer's obligations) |
||
| El Fayum JOA | the joint operating agreement in the agreed form between Pharos El Fayum and IPR Lake Qarun in relation to the El Fayum Concession to be entered into at Completion |
||
| El Fayum Sale Interest | a 55% share of the legal and beneficial interest in the rights and obligations of the Contractor Party under the El Fayum Concession and: |
||
| (a) | a corresponding 55% participating interest under the new El Fayum JOA; |
||
| (b) | a 27.5% legal and beneficial interest in the shares of Petrosilah, the joint operating company of the El Fayum Concession; |
||
| (c) | a 55% share of the legal and beneficial interests of the |
106
Contractor Party in the relevant field facilities; and
| (d) a 55% share of the legal and beneficial interest in data in the possession or under the control of the Group relating directly to the El Fayum Sale Interest, |
|
|---|---|
| together in each case with all rights and obligations attaching thereto and including the right to take and receive a consequent share of the petroleum produced under the El Fayum Concession on and after the Completion and to receive the gross proceeds from the sale or other disposition thereof |
|
| Employee Share Plans | the 2009 DSOP, the 2014 DSBP and the LTIP |
| Encumbrance | any mortgage, standard security, charge, assignment or assignation by way of security, pledge, hypothecation, lien (other than in the ordinary course of business), right of set-off (other than in the ordinary course of business), retention of title provision (other than in the ordinary course of business), trust or flawed asset arrangement (for the purpose of, or which has the effect of, creating security) or other preferential right having the effect of creating security |
| Equiniti | Equiniti Limited |
| ERCe | ERC Equipoise Limited, an oil and gas subsurface consultancy |
| Euroclear | Euroclear UK & International Limited, the operator (as defined in the CREST Regulations) of CREST |
| Executive Directors | Ed Story, Sue Rivett, Jann Brown and Dr Mike Watts |
| Farm-Out Agreements | the El Fayum FOA and the North Beni Suef FOA (and Farm-Out Agreement shall mean such of them as the context requires) |
| FCA | the Financial Conduct Authority |
| Form of Proxy | the form of proxy accompanying this Circular for use by Shareholders in relation to the General Meeting |
| FSMA | the Financial Services and Markets Act 2000 |
| G&A | general and administrative costs |
| General Meeting | the general meeting of the Company (or any adjournment thereof) to be held at 10.00 a.m. on 14 December 2021 at the offices of Shepherd and Wedderburn LLP, 5 Cheapside, Octagon Point, London EC2V 6AA, notice of which is set out at the end of this Circular |
| Group | the Company, its subsidiary undertakings and any other body corporate, legal entity, partnership or unincorporated joint venture in which the Company or any of its subsidiary undertakings holds a participating interest (as such term is defined by section 1162 of the Companies Act 2006) from time to time and references to a member of the Group shall be construed accordingly |
| H1 or 1H | the first half of a calendar year, being January to June (inclusive) |
| H2 or 2H | the second half of a calendar year, being July to December (inclusive) |
| IPR Energy AG | IPR Energy AG, a company organised and existing under the law of Switzerland (company registration number CHE 362.773.377) and having its registered office at |
| Baarerstrasse 53, CH-6302, Zug, Switzerland, a member of the IPR Energy Group |
|
|---|---|
| IPR Energy Group or IPR | a privately owned international group of companies operating in the energy sector, with divisions responsible for oil and gas exploration and production, oilfield services and technical services, the ultimate holding company of which is IPR Hydrocarbons, Inc. |
| IPR Lake Qarun | IPR Lake Qarun Petroleum Co., an exempted company with limited liability organised and existing under the laws of Cayman Islands (registration number 379306) and having its registered office at c/o Paget-Brown Trust Company Ltd., Century Yard, Cricket Square, PO Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands, a member of the IPR Energy Group |
| JOA | joint operating agreement |
| Latest Practicable Date | 23 November 2021, being the latest practicable date prior to the publication of this Circular for the purposes of ascertaining certain information contained in this Circular |
| LCIA | London Court of International Arbitration |
| LCIA Arbitration Rules | the Rules of Arbitration of the LCIA for the time being in force |
| LCIA Mediation Rules | the mediation rules of the LCIA for the time being in force |
| Listing Rules | the listing rules issued and maintained by the FCA under section 73A of FSMA |
| London Stock Exchange | London Stock Exchange plc or its successor |
| LTIP | the Company's Long Term Incentive Plan, originally adopted on 23 June 2011, as subsequently amended on 6 February 2012, 9 September 2015, 18 January 2017, 7 June 2018 and 4 December 2019 and as most recently amended and approved by Shareholders on 8 June 2021 |
| MAR | the retained EU law version of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse |
| McDaniel | McDaniel & Associates Consultants Ltd, an oil and gas consultancy specialising in reserve and resource evaluations |
| Minister | the current Minister of Petroleum and Mineral Resources in Egypt and his successors from time to time |
| Non-Executive Directors | John Martin, Rob Gray, Marianne Daryabegui, Lisa Mitchell and Geoffrey Green |
| North Beni Suef Carried Costs | has the meaning given to it in paragraph 3.5.1 of Part III (Principal Terms of the Transaction) of this Circular |
| North Beni Suef Concession | the concession contained in and awarded under the agreement entered into on 24 December 2019 between Pharos El Fayum, the Arab Republic of Egypt and EGPC, as amended and restated, as described in paragraph 10.1(j) of Part VI (Additional Information) of this Circular |
| North Beni Suef Deed of Assignment |
the deed assigning a fifty-five per cent (55%) interest in the Contractor's rights and obligations in each of the North Beni Suef Concession from Pharos El Fayum to IPR Lake Qarun |
| North Beni Suef Deposit | has the meaning given to it in paragraph 3.3 of Part III (Principal Terms of the Transaction) of this Circular |
||
|---|---|---|---|
| North Beni Suef FOA | the farm-out agreement dated 14 September 2021 in relation to the North Beni Suef Concession between Pharos El Fayum (as seller), IPR Lake Qarun (as buyer) and IPR Energy AG (as guarantor of the buyer's obligations) |
||
| North Beni Suef JOA | the joint operating agreement in the agreed form between Pharos El Fayum and IPR Lake Qarun in relation to the El Fayum Concession. to be entered into at Completion |
||
| North Beni Suef Sale Interest | a 55% share of the legal and beneficial interest in the rights and obligations of the Contractor Party under the North Beni Suef Concession, together with: |
||
| (a) | a corresponding 55% participating interest under the new North Beni Suef JOA; |
||
| (b) | a 55% share of the legal and beneficial interests of the Contractor Party in the relevant field facilities; and |
||
| (c) | a 55% share of the legal and beneficial interest in data in the possession or under the control of the Group relating directly to the North Beni Suef Sale Interest, |
||
| thereto | together in each case with all rights and obligations attaching | ||
| Notice of General Meeting | the notice of the General Meeting set out at the end of this Circular |
||
| the general and administrative costs of the operator under the El Fayum JOA or, as the case may be, the North Beni Suef JOA, incurred by the operator and its affiliates, including the cost of the operator's personnel seconded to Petrosilah and contract personnel working as part of the operator's organisation, and which would otherwise be chargeable to the joint account (but excluding specifically any charges made by an Affiliate of the operator to Petrosilah pursuant to a supply chain agreement for the provision of services, equipment or materials of the type which are normally provided by oil field service companies) |
|||
| Operator G&A | |||
| Petrosilah | a joint stock company incorporated in the Arab Republic of Egypt on 1 July 2004 with Pharos El Fayum and EGPC each holding and owning, before completion of the Transaction, one half of the capital stock |
||
| Petrosilah Board | the board of directors of Petrosilah from time to time | ||
| Pharos Audited Financial | the Group's consolidated financial statements for: | ||
| Statements | (a) | the year ended 31 December 2018 as set out in the 2018 Annual Report and Accounts; |
|
| (b) | the year ended 31 December 2019 as set out in the 2019 Annual Report and Accounts; and |
||
| (c) | the year ended 31 December 2020 as set out in the 2020 Annual Report and Accounts. |
| and existing under the laws of the Cayman Islands (registration number 78257) |
|
|---|---|
| Pharos Interim Financial Statements |
the Group's unaudited condensed consolidated financial statements for the six months ended 30 June 2021 set out in the 2021 Interim Results |
| Pre-Completion | in relation to the El Fayum FOA or, as the case may be, the North Beni Suef FOA, satisfaction or waiver of the conditions precedent to Completion other than formal execution of the corresponding Deed of Assignment by EGPC and the Minister and delivery of the Replacement Guarantees |
| Prospectus Rules | the rules for the purposes of Part IV FSMA in relation to the offers of securities to the public and the admission of securities to trading on a regulated market |
| Q1 | 1 January to 31 March in a calendar year |
| Q2 | 1 April to 30 June in a calendar year |
| Replacement Guarantees | one or more guarantees, to take effect from Completion in respect of and meeting the requirements of the El Fayum Concession or, as the case may be, the North Beni Suef Concession, to replace equivalent existing guarantees given by Pharos El Fayum, in each case in the form required by EGPC and agreed by Pharos El Fayum and IPR Lake Qarun and given by or on behalf of each of them either jointly or separately |
| Reserve Tail Date | the last day of the relevant calculation period immediately preceding the first such period in which the aggregate remaining reserves under the borrowing base assets are projected to fall below 25 per cent. of the initially approved reserves |
| Resolution | the ordinary resolution of the shareholders of Pharos Energy plc set out in the Notice of General Meeting that, among other things, approves the Transaction as a class 1 transaction and which will be voted on at the General Meeting |
| Sale Interests | the El Fayum Sale Interest and the North Beni Suef Sale Interest |
| Shareholders or Pharos Shareholders |
holders of Shares |
| Shares or Pharos Shares | the ordinary shares of £0.05 each in the capital of the Company |
| Third Concession Amendment | the proposed amendment to the El Fayum Concession substantially in the form of the initialled amendment to the El Fayum Concession disclosed to IPR Lake Qarun, with such minor changes not adversely affecting IPR Lake Qarun as may be agreed between EGPC and Pharos El Fayum prior to signature of such amendment |
| Transaction | the farm-out and sale by Pharos El Fayum to IPR Lake Qarun of: |
| (a) the El Fayum Sale Interest; and |
|
| (b) the North Beni Suef Sale Interest |
|
| under the Farm-Out Agreements | |
| Transaction Documents | the El Fayum FOA, the North Beni Suef FOA, the El Fayum JOA and the North Beni Suef JOA |
| UK or United Kingdom | The United Kingdom of Great Britain and Northern Ireland |
United States or US The United States of America, its territories and possessions, any State of the United States and the District of Columbia
For the purpose of this document, subsidiary, subsidiary undertaking, undertaking and associated undertaking have the meanings given by the Companies Act 2006.
All times referred to are London time unless otherwise stated.
All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
(Incorporated in England and Wales with registered number 03300821)
NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Pharos Energy plc (the "Company") will be held at the offices of Shepherd and Wedderburn LLP, 5 Cheapside, Octagon Point, London EC2V 6AA at 10.00 a.m. on 14 December 2021 to consider and, if thought fit, pass the following resolution, which will be proposed as an ordinary resolution. Capitalised terms not defined below are references to those terms as defined in the circular to shareholders dated 25 November 2021.
THAT the proposed farm-out and sale by the Group of a 55% working interest in the El Fayum concession, Egypt and a 55% working interest in the North Beni Suef concession, Egypt (together the "Transaction") substantially on the terms and subject to the conditions set out in the circular to shareholders of the Company in connection with the Transaction dated 25 November 2021, of which this notice forms part, be and is hereby approved and the directors of the Company (or any duly constituted committee thereof) be authorised to:
Dated: 25 November 2021
By order of the Board Registered office Tony Hunter 27/28 Eastcastle Street Company Secretary London W1W 8DH
you wish to appoint a person other than the Chair as your proxy, delete the reference to the Chairman and insert the name of the person you wish to appoint in the space provided. Please initial the amendment, otherwise your proxy will be invalid. Subject to note 1 above, a proxy need not be a member of the Company. Instructions for use are shown on the Form of Proxy. Completion and return of a Form of Proxy, an electronic proxy or any CREST Proxy Instruction (as defined in note 12 below) will not preclude a shareholder from attending the meeting and voting there in person. The Company will not exercise any rights in relation to any shares held by, or on behalf of, the Company.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.