Interim / Quarterly Report • Aug 31, 2016
Interim / Quarterly Report
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The Management and Supervisory Boards of Sequa Petroleum N.V. (the 'Company') hereby present the condensed consolidated interim financial statements for the 6 month period ending 30 June 2016. The Company and its consolidated subsidiaries are considered to be 'the Group' in these financial statements.
Sequa Petroleum N.V. is an oil and gas company founded on 27 August 2013 and listed on Euronext Marché Libre. The Company is a Dutch legal entity and a UK tax resident. The Company and Group prepare their accounts in US Dollars.
The Company focuses on taking discovered oil and gas reserves and resources from appraisal through to production. The Company is supported by a strong and dedicated shareholder group which includes its senior management as well as the privately owned Principal Investment holding company Sapinda Holding B.V.
The Company has assembled a highly experienced Management Board with a proven track record and with expertise in exploration, appraisal, development and production of oil and gas assets, both onshore and offshore, in jurisdictions around the globe. The Management Board membership in the 6 months to 30 June 2016 is shown below:
| Summary data | Jacob | Peter | Jim | Jelte |
|---|---|---|---|---|
| Broekhuijsen | Haynes | Luke | Bosma | |
| Gender | Male | Male | Male | Male |
| Age | 53 | 62 | 58 | 53 |
| Profession | Managing | Managing | Managing | Managing |
| Director, | Director, | Director, | Director, | |
| CEO | Technical | COO | Business | |
| Director | Development | |||
| Principal position | Chairman | Member | Member | Member |
| Nationality | Dutch | British | USA | Dutch |
| Other position relevant to this role | Sequa Employee | Sequa Employee | Sequa Employee | Sequa Employee |
| (if any) | ||||
| Date of appointment/re | ||||
| appointment | 3 June 2016 | N/A | 3 June 2016 | 3 June 2016 |
| Current term of office | until GM 2017 | N/A | until GM 2017 | until GM 2017 |
| Date of termination | N/A | 1 July 2016 | N/A | N/A |
| Securities held in Company | Yes (5.0%) | Yes (3.3%) | Yes (2.2%) | Yes (2.0%) |
| Benefit received on resigning from | N/A | Nil | N/A | N/A |
| Board |
Effective 1 July 2016, Peter Haynes has stepped down as a Director and gone on unpaid leave to focus on his continuing recovery from illness. The Company wishes Peter well.
The Company's Articles of Association specify a two tier Board structure with appropriate powers being reserved to the Supervisory Board. The members of the Supervisory Board are Lars Windhorst and Edwin Eichler (both employees of Sapinda Holding B.V.) and Jos van Rijswijk (an independent executive, formerly employed through the majority of his career by Royal Dutch Shell).
No transactions have been entered into between any member of the Management Board and the Company in which there was a conflict of interest.
31 August 2016
31 August 2016
The Group's strategy is to create a successful European mid-cap independent oil and gas company with a focus on acquiring under-valued, discovered, material oil and gas assets that already produce or can be taken quickly to production. The business model aims to balance over time a diverse portfolio of appraisal and development opportunities with stable producing assets that deliver cash flows. The partnerships established will range from the acquisition of an appraisal licence and committing to co-invest in a work programme to evaluate and commercialise a potential resource to partnering with established industry players and capturing value opportunities from producing or developing assets.
The strategic focus for the Group is areas where market conditions and geological prospectivity allow for stable returns and high growth.
In the current low oil price environment, the Group is actively seeking and evaluating production and short-term development opportunities in North West Europe and Kazakhstan.
The Group's initial investment deal was completed in January 2014 with the Group becoming operator and 75% owner of the Aksai licence in Kazakhstan. During 2015, the Group successfully extended the licence period to July 2018 and performed 2D seismic studies of the Eastern part of the Aksai licence. The results of further interpretation show the presence of prospective geological structures. The results of seismic studies will determine whether the Group undertakes further drilling and the location of any future wells. With a strong local team and track record as operator, the Group is well placed to pursue potential other opportunities which have already been identified in the Pre-Caspian Basin.
The Group completed the acquisition of Tellus Petroleum Invest A.S. (Tellus), a Norwegian independent oil and gas company, in September 2015. The acquisition of Tellus provides the Group with a platform for investment in an environment that provides strong support and incentives to independent E&P companies.
The Group has identified and is actively pursuing potential acquisitions in the Norwegian Continental Shelf (NCS), and is in parallel investigating potential sources of funding to enable jointly-funded acquisitions. The Group continues to evaluate further opportunities in North West Europe and Kazakhstan in the light of market conditions.
In assessing Group's ability to continue as a going concern, Management has reviewed the financial position of the Group, operating cost profile, capital expenditure plans and cash flow projections under a range of assumptions.
In November 2015, the Company entered into a loan agreement with Sapinda Invest S.à.r.l. ('Sapinda Invest'), under which Sapinda Invest provides a convertible shareholder loan facility of USD 62.5 million through 2016 and 2017. The loan facility will be converted into ordinary equity shares of Sequa Petroleum N.V. upon the loan facility either having been drawn in full or after two years, whichever is earlier. On 10 May 2016, Sapinda Invest assigned USD 10 million of its obligations to Sapinda Asia Limited (a company wholly owned by Mr Lars Windhorst). The Group is reliant on the facilities to fund the commitments of the business. The Management and Supervisory Boards retain confidence regarding the commitment of Sapinda Invest and Sapinda Asia to honouring the loan agreements, although notes that the timing of the delivery of the funds was not in line with the requested drawdown timings during the six months to 30 June 2016, and notes that the fulfilment of these commitments is an essential part of the going concern
assumption. As of 31 August 2016 funds under a rescheduled drawdown request for USD 2.5 million made to Sapinda Asia Limited had not been received, however the Management and Supervisory Boards have received confirmation that USD 0.5 million will be transferred by 2 September and the remaining USD 2 million will be received before 9 September. On that basis the Management and Supervisory Boards retain confidence that this funding will be received, albeit somewhat later than expected.
Management are proactively working to deliver an appropriate capital structure to finance existing and future activities going forward. Management acknowledges their dependence on the committed shareholder loan facility but retains a reasonable expectation that sufficient funds will be made available to allow the Group to continue in operational existence for at least twelve months and are therefore satisfied that it is appropriate to continue to adopt the going concern basis in the preparation of the consolidated and Company financial statements. Ultimately the repayment of the existing obligations depends on the ability to generate cash flows from future business activities.
The Group is subject to a variety of risks including those which derive from the nature of a business undertaking oil and gas appraisal, development and future production and relate to the countries in which it conducts its activities. Outlined below is a description of the principal risk factors that may affect performance. Such risk factors are not intended to be presented in any order of priority. Any of the risks, as well as the other risks and uncertainties referred to in this annual report, could have a material adverse effect on business performance. In addition, the risks set out below may not be exhaustive and additional risks and uncertainties, not presently known to the Group, or which the Group currently deems immaterial, may arise or become material in the future. The Group publishes its policies on its website.
Oil and gas exploration / appraisal licences have work commitments that must be carried out within certain agreed timeframes. Failure to carry out these work commitments within the currently agreed timeframes, or to successfully negotiate extensions to the time permitted to carry out these work commitments, could result in the Group losing licences and the associated resource potential therein.
Planning for oil and gas projects requires long lead times for both sourcing equipment and obtaining necessary permits. Interruptions to either of these activities can delay the completion of such projects and may have a significant impact on valuation.
The Group employs advanced geoscience techniques, together with the support of experienced staff and consultants, to evaluate its appraisal prospects. However, such resource and technology only mitigates and cannot eliminate the risk that economically producible oil or gas will not be discovered through its appraisal efforts.
The Group's asset value and the economic value of its projects depend on the price of oil and gas. The ability to raise capital in the future is sensitive to the price of oil and gas. Once the Group has oil and gas to sell, it may seek to mitigate this risk through appropriate long term contracts.
31 August 2016
Although the Group reports in US dollars, it operates in Kazakhstan and Norway. Further, the Group's head office is in the United Kingdom where most costs are Sterling denominated and where it also enters into some Euro denominated contracts. The Group manages these exchange risks by trying to ensure where possible that all key operating contracts and expenditure commitments are either US dollar denominated or that the contract is fixed in US dollars, even if the final payment is in local currency. In addition, the Group maintains adequate amounts of funding in US dollars and the required currencies to meet its various local currency expenditure commitments.
The Group's operations are subject to the environmental risks inherent in the oil and gas industry. In particular, the Aksai project involves drilling deep wells. Major incidents could occur, but this risk is mitigated by management supervision, careful choice and monitoring of contractors and the ongoing development and testing of management and emergency procedures.
The Kazakhstan government has exercised and continues to exercise significant influence over many aspects of the private sector. The government has been attempting to implement economic reform policies and encourage substantial private economic activity. These reforms are ongoing and may result in significant structural changes to the Kazakhstan economy.
The financial return on the activities in which the Group participates is also subject to unique economic, political, and social risks inherent in doing business in Kazakhstan.
These risks include matters arising out of the policies of the government, economic conditions, imposition of or changes to tax and other legislation, foreign exchange fluctuations, unenforceability of contract rights, and the transfer of property without fair compensation. The risks are managed through the employment of experienced employees with knowledge of the industry and local economy.
The accompanying financial statements reflect management's assessment of the possible impact of the current environment on the financial position of the Group. The future business environment may differ from management's assessment. The impact of such differences on the operations and financial statements of the Group may be significant.
Effective 1 July 2016, Peter Haynes has stepped down as a Director and gone on unpaid leave to focus on his continuing recovery from illness. The Company has no immediate plans to replace Mr Haynes as Technical Director, with Sequa's COO Jim Luke taking on responsibility for technical matters in the meantime.
Effective 6 July 2016, Benjamin Lee has concluded his contract as Interim Chief Financial Officer but has agreed to continue as a consultant to the Company advising on its ongoing investor process. Olly Horne, the Company's Interim Financial Controller, has assumed Mr Lee's financial responsibilities under the oversight of the Management Board.
We confirm, to the best of our knowledge, that the condensed set of the consolidated financial statements for the period 1 January to 30 June 2016, which have been prepared in accordance with IAS 34 'Interim Financial Reporting', provides a true and fair picture of the company's assets, liabilities, financial position and results of operations.
We declare, to the best of our knowledge, that the interim report gives a true and fair overview of important events in the reporting period and their impact on preliminary results, the most important risk and uncertainties for the remaining six months of the accounting period, and significant transactions with related parties.
Lars Windhorst
Mr Jacob Broekhuijsen Managing Director
Mr Jim Luke Managing Director
Mr Jelte Bosma Managing Director
London, 31 August 2016
Jos van Rijswijk
Edwin Eichler
| 30 Jun 2016 | 31 Dec 2015 | 30 Jun 2015 | ||
|---|---|---|---|---|
| Note | USD'000 | USD'000 | USD'000 | |
| Assets Non-current assets |
||||
| Goodwill | 17,737 | 17,737 | – | |
| Other intangible assets | 81,045 | 81,018 | 98,824 | |
| Property, plant and equipment | 113 | 161 | 251 | |
| Deferred tax assets | 38,678 | 30,919 | – | |
| Other receivables | 3,131 | 2,986 | 4,993 | |
| 140,704 | 132,821 | 104,068 | ||
| Current assets | ||||
| Inventories | 2,505 | 2,608 | 4,844 | |
| Other receivables | 214 | 6,261 | 31,223 | |
| Cash and cash equivalents | 1,298 | 10,767 | 34,008 | |
| 4,017 | 19,636 | 70,075 | ||
| 144,721 | 152,457 | 174,143 | ||
| Equity and liabilities | ||||
| Equity | ||||
| Called-up equity share capital | 27,701 | 27,701 | 27,534 | |
| Share premium | 4,541 | 4,541 | 127 | |
| Translation reserve | (25,952) | (26,048) | (711) | |
| Other reserve | 32,249 | 37,489 | 30,615 | |
| Retained deficit | (92,744) | (79,993) | (61,058) | |
| (54,205) | (36,310) | (3,493) | ||
| Non-current liabilities | ||||
| Borrowings | 8 | 185,650 | 175,295 | 172,598 |
| Provisions for abandonment obligations | 296 | 296 | 280 | |
| Derivative financial instruments | 3,157 | 2,956 | – | |
| Retirement benefit obligation | 184 | 199 | – | |
| Current liabilities | 189,287 | 178,746 | 172,878 | |
| Trade and other payables Borrowings |
8 | 5,484 4,155 |
6,075 3,946 |
4,758 – |
| 9,639 | 10,021 | 4,758 | ||
| 144,721 | 152,457 | 174,143 |
| Note | 30 Jun 2016 USD'000 |
31 Dec 2015 USD'000 |
30 Jun 2015 USD'000 |
|
|---|---|---|---|---|
| Operating costs | ||||
| Loss on business development activities | (6,160) | (30,419) | – | |
| Other costs | 4 | (10,240) | (16,966) | (8,205) |
| (16,400) | (47,115) | (8,205) | ||
| Finance income | 5 | 597 | 3,051 | 1 |
| Finance expense | 6 | (11,546) | (12,931) | (3,936) |
| Net finance costs | (10,949) | (9,880) | (3,935) | |
| Loss before taxation | (27,349) | (56,995) | (3,935) | |
| Taxation | 7 | 7,724 | 25,935 | – |
| Loss for the period attributable to equity shareholders |
(19,625) | (31,060) | (12,140) | |
| Other comprehensive income | ||||
| Items that may be reclassified to profit or loss: | ||||
| Currency translation adjustments | 96 | (26,086) | 749 | |
| Other items: | ||||
| Re-measurement of defined benefit pension obligation | – | (70) | – | |
| Tax re-measurement of defined benefit obligation | – | 55 | – | |
| Release of contingent consideration | – | – | – | |
| Total comprehensive income for the period | ||||
| attributable to equity shareholders | ( 19,529) | (57,161) | (12,889) |
| Share capital USD'000 |
Share premium USD'000 |
Translation reserve USD'000 |
Other reserve USD'000 |
Retained deficit USD'000 |
Total equity USD'000 |
|
|---|---|---|---|---|---|---|
| At 31 December 2014 | 27,534 | 127 | 38 | - | (48,918) | (21,219) |
| Total comprehensive income | ||||||
| Loss for the period | - | - | - | - | (12,140) | (12,140) |
| Other comprehensive income | - | - | (749) | - | - | (749) |
| Total comprehensive income | - | - | (749) | - | (12,140) | (12,889) |
| Transactions with owners of the company | ||||||
| Issue of convertible notes | - | - | - | 30,615 | - | 30,615 |
| Total transactions with owners of the company | - | - | - | 30,615 | - | 30,615 |
| At 30 June 2015 | 27,534 | 127 | (711) | 30,615 | (61,058) | (3,493) |
| Total comprehensive income | ||||||
| Loss for the period | - | - | - | - | (18,920) | (18,920) |
| Other comprehensive income | - | - | (25,337) | - | (15) | (25,352) |
| Total comprehensive income | - | - | (25,337) | - | (18,935) | (44,272) |
| Transactions with owners of the company | ||||||
| Issue of ordinary shares | 167 | 4,414 | - | - | - | 4,581 |
| Contingent shares on business combination | - | - | - | 6,874 | - | 6,874 |
| Total transactions with owners of the company | 167 | 4,414 | - | 6,874 | - | 11,455 |
| At 31 December 2015 | 27,701 | 4,541 | (26,048) | 37,489 | (79,993) | (36,310) |
| Total comprehensive income | ||||||
| Loss for the period | - | - | - | - | (19,625) | (19,625) |
| Other comprehensive income | - | - | 96 | - | - | 96 |
| Total comprehensive income | - | - | 96 | - | (19,625) | (19,529) |
| Transactions with owners of the company | ||||||
| Issue of convertible notes | - | - | - | 1,634 | - | 1,634 |
| Release of contingent shares on business | ||||||
| combination | - | - | - | (6,874) | 6,874 | - |
| Total transactions with owners of the company | - | - | - | (5,240) | 6,874 | 1,634 |
| At 30 June 2016 | 27,701 | 4,541 | (25,952) | 32,249 | (92,744) | (54,205) |
31 August 2016
| Period ending | 30 Jun 2016 | 31 Dec 2015 | 30 Jun 2015 |
|---|---|---|---|
| USD'000 | USD'000 | USD'000 | |
| Loss after taxation | (19,625) | (31,060) | (12,140) |
| Adjustments for: | |||
| Depreciation and amortisation | 52 | 115 | 59 |
| Finance income | (47) | (2,134) | (1) |
| Finance expense | 11,546 | 12,931 | 3,763 |
| Exchange differences | (84) | (917) | 173 |
| Taxation | (7,724) | (25,935) | – |
| Loss on business development activities | 6,160 | 30,149 | – |
| Re-measurement of contingent consideration | (83) | (928) | - |
| Movement in working capital | 1,071 | (7,666) | (6,345) |
| (8,734) | 5,615 | (14,491) | |
| Interest paid | (5,110) | (5,115) | – |
| Tax paid | (1,278) | – | – |
| Net cash flows used in operating activities | (15,123) | (30,560) | (14,491) |
| Cash flows from investing activities | |||
| Purchase of property, plant and equipment | – | (38) | (26) |
| Purchase of intangible non-current assets | (9) | (4,424) | (4,466) |
| Business combination net of cash acquired | – | 1,274 | – |
| Other advances and deposits on business development activities |
– | (39,065) | (30,100) |
| Interest received | 47 | 463 | 1 |
| Net cash used in investing activities | 38 | (41,790) | (34,591) |
| Cash flows from financing activities | |||
| Proceeds from borrowings | 5,555 | 82,291 | 82,291 |
| Net cash inflow from financing activities | 5,555 | 82,291 | 82,291 |
| Increase/(decrease) in cash and cash equivalents |
|||
| in the period | (9,529) | 9,941 | 33,210 |
| Cash and cash equivalents at start of the period | 10,767 | 798 | 798 |
| Effect of movements in exchange rates on cash held | 60 | 28 | - |
| Cash and cash equivalents as at end of the period |
1,298 | 10,767 | 34,008 |
Sequa Petroleum N.V. (the 'Company') is an oil and gas company listed on Euronext Marché Libre. The Company is a Dutch legal entity and a UK tax resident. The Company focuses on taking discovered oil and gas reserves and resources from appraisal through to production. The Company is supported by a strong and dedicated shareholder group which includes its senior management as well as the privately owned Principal Investment holding company Sapinda Holding B.V.
The Company is domiciled in The Netherlands, having its statutory seat in Amsterdam. The address of the Company's registered office is 42 Upper Berkeley St, London, W1H 5QL, United Kingdom. The condensed consolidated interim financial statements (the 'financial statements') for the 6 month period ended 30 June 2016 comprise the interim financial statements of the Company and its consolidated subsidiaries (the 'Group').
These interim financial statements for the period ended 30 June 2016 are unaudited and have been prepared in accordance with IAS 34 'Interim Financial Reporting' and the accounting policies as set out in the Annual Report and Accounts 2015. These interim financial statements should be read in conjunction with the Annual Report and Accounts for the year ended 31 December 2015 and are available upon request or can be downloaded from the Company's website.
The interim financial statements do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last financial statements.
These interim financial statements are presented in US dollars (USD), which is the functional currency of the Company. All financial information presented in USD has been rounded to the nearest thousand, except where otherwise indicated.
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.
31 August 2016
As at 30 June 2016, the Group had subsidiary oil and gas companies in Kazakhstan and Norway. The Kazakhstan and Norwegian businesses have similar products and services and are considered to form part of a single Appraisal and Production reportable segment. This is considered to be the only reportable segment of the Group. All corporate activities can therefore be assigned to this segment as well. Accordingly, no additional segmental analysis is disclosed.
Other costs comprise of the following items:
| Half year | |||
|---|---|---|---|
| 2016 | 2015 | ||
| USD'000 | USD'000 | ||
| Expensed exploration / appraisal costs | 362 | 1,519 | |
| Depreciation and amortisation | 52 | 59 | |
| Legal and other professional fees | 3,408 | 1,139 | |
| Consulting costs | 638 | 616 | |
| Staff costs | 4,923 | 4,097 | |
| Other administration costs | 857 | 775 | |
| 10,240 | 8,205 |
| Half year | |||
|---|---|---|---|
| 2016 | 2015 | ||
| USD'000 | USD'000 | ||
| Interest on short-term bank deposits | 47 | 1 | |
| Fair value movement on derivative financial instruments | 83 | – | |
| Foreign exchange gains | 467 | – | |
| 597 | 1 |
31 August 2016
| Half year | ||
|---|---|---|
| 2016 | 2015 | |
| USD'000 | USD'000 | |
| Interest on loans from shareholders | 3,380 | 1,250 |
| Interest on senior convertible bonds | 8,163 | 2,511 |
| Withholding tax | – | |
| Other finance expenses | 3 | 2 |
| Foreign exchange loss | 0 | 173 |
| 11,546 | 3,936 |
The (credit)/charge for taxation in the period is as follows:
| Half year | |||
|---|---|---|---|
| 2016 USD'000 |
2015 USD'000 |
||
| Deferred taxation on the origination and reversal of temporary differences | 7,724 | – |
Due to the nature of the Group's appraisal activities there is a long lead time in either developing or otherwise realising exploration / appraisal assets. A deferred tax asset will only be created if there is reasonable certainty that profits will be earned in the foreseeable future. A deferred tax asset associated with unutilised tax losses is recognised in relation to the Group's Norwegian business development activities since such tax losses will be eligible for a cash tax refund on cessation of trade.
| 31 August 2016 | |
|---|---|
| ---------------- | -- |
| Jun 2016 USD'000 |
Dec 2015 USD'000 |
|---|---|
| Expiring within one year | |
| Loan notes 4,155 |
3,946 |
| 4,155 | 3,946 |
| Expiring after more than one year | |
| 5% USD five year senior convertible bonds 178,192 |
175,295 |
| Sapinda Invest S.a.r.l. loan facility & interest 6,889 |
– |
| Sapinda Asia Limited loan facility 569 |
– |
| 185,650 | 175,295 |
In April 2015, the Group launched a 5% USD 300 million five year senior convertible bond programme. The total amount of senior convertible bonds in issue as at 30 June 2016 is USD 204.4 million. The bonds mature in April 2020 and are convertible into ordinary equity shares of the Company at the option of the holders. The Company announced on 16 March 2016 that it had cancelled the remaining unissued USD 95.6 million convertible bonds.
In November 2015, the Company entered into a loan agreement with Sapinda Invest S.à.r.l. ('Sapinda Invest), under which Sapinda Invest provides a convertible shareholder loan facility of USD 62.5 million through 2016 and 2017. The loan facility will be converted into ordinary equity shares of Sequa Petroleum N.V. upon the loan facility having been drawn in full or after two years, whichever is earlier. On 10 May 2016, Sapinda Invest assigned USD 10 million of the remaining USD 57.5 million convertible shareholder loan facility to Sapinda Asia Limited. Both Sapinda group loan facilities attract an interest rate of 8% on the full commitment amount, which is capitalised into the debt. The accounting treatment of the interest mirrors that of drawdowns on the facilities, following IAS 32 and IAS 39 in splitting the liability between equity and debt. The Group is reliant on the facility to fund the commitments of the business.
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