ENQUEST PLC — Capital/Financing Update 2013

Nov 18, 2013

SUPPLEMENT DATED 18 NOVEMBER 2013 TO THE PROSPECTUS DATED 24 JANUARY 2013

(incorporated with limited liability in England and Wales with registered number 7140891)

£500,000,000 Euro Medium Term Note Programme

This supplement (the "Supplement") constitutes a supplementary prospectus for the purpose of Section 87G of the Financial Services and Markets Act 2000 (the "FSMA") and has been prepared in connection with the £500,000,000 Euro Medium Term Note Programme (the "Programme") of EnQuest PLC (the "Issuer"). This Supplement is supplemental to, and should be read in conjunction with, the prospectus (the "Prospectus") relating to the Programme dated 24 January 2013, as previously supplemented by a Supplement dated 6 February 2013 (the "First Supplement"), which together comprise a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC as amended, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the "Prospectus Directive"). Terms defined in the Prospectus have the same meaning when used in this Supplement.

1. Purpose

The purpose of this Supplement is to:

• (i) incorporate by reference the Issuer's Interim Management Statement dated 15 November 2013 (the "Interim Management Statement");
• (ii) incorporate by reference the Issuer's audited consolidated annual financial statements for the financial year ended 31 December 2012, together with the audit report thereon (the "2012 Annual Financial Statements"), as set out in the Issuer's Annual Report and Accounts 2012, and the Issuer's unaudited consolidated interim financial statements for the six months ended 30 June 2013 (the "2013 Half Year Results"), as set out in the Issuer's press release entitled 'Results for the 6 months to 30 June 2013' (the "2013 Half Year Results Press Release");
• (iii) update certain elements of the summary (the "Summary") set out in the Prospectus to include updated key financial information in respect of the year ended 31 December 2012 and the six months ended 30 June 2013; and
• (iv) provide updated 'no significant change' and 'no material adverse change' statements.

2. Incorporation by Reference of the Interim Management Statement

On 15 November 2013, the Issuer released its Interim Management Statement. A copy of the Interim Management Statement has been filed with the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM and, by virtue of this Supplement, the Interim Management Statement is incorporated into, and forms part of, the Prospectus.

3. Incorporation by Reference of the 2012 Annual Financial Statements and 2013 Half Year Results

By virtue of this Supplement, the 2012 Annual Financial Statements and 2013 Half Year Results are incorporated into, and form part of, the Prospectus.

The table below sets out the relevant page references in the Issuer's Annual Report and Accounts 2012 for the 2012 Annual Financial Statements. Information contained in the Annual Report and Accounts 2012 other than information listed in the table below is for information purposes only, and does not form part of the Prospectus.

Group Statement of Comprehensive Income	Page 62
Group Balance Sheet	Page 63
Group Statement of Changes in Equity	Page 64
Group Statement of Cash Flows	Page 65
Notes to the Group Financial Statements	Pages 66 – 92
Independent Auditors' Report	Page 61

The table below sets out the relevant page references in the 2013 Half Year Results Press Release for the 2013 Half Year Results. Information contained in the 2013 Half Year Results Press Release other than information listed in the table below is for information purposes only, and does not form part of the Prospectus.

Group Statement of Comprehensive Income	Page 4
Group Balance Sheet	Page 5
Group Statement of Changes in Equity	Page 6
Group Statement of Cash Flows	Page 7
Notes to the Group Financial Statements	Pages 8 – 14

A copy of each of the 2012 Annual Report and Accounts and the 2013 Half Year Results Press Release has been filed with the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

4. Amendments to the Summary of the Prospectus

Element B.10 of the Summary shall be supplemented to reflect the publication of the 2012 Annual Financial Statements. Element B.10 as so supplemented is set out below:

B.10	Qualifications in	Not Applicable: the audit reports on the Issuer's audited consolidated
	the Auditor's	financial statements for the years ended 31 December 2012 and 31
	report:	December 2011 are unqualified.

Element B.12 of the Summary shall be supplemented to reflect the publication of the 2012 Annual Financial Statements and the 2013 Half Year Results. Element B.12 as so supplemented is set out below:

B.12	Selected financial information:	Group Statement of Comprehensive Income for the financial year ended 31 December 2012
			2012	2011
			Reported	Reported
			in year US\$'000	in year US\$'000
		Revenue	889,510	935,974
		Cost of sales	(458,437)	(508,790)
		Gross profit	431,073	427,184
		Profit from operations before tax and finance
		income/(costs)	422,451	377,464
		Profit before tax	403,401	362,821
		Income tax	(41,183)	(301,830)
		Profit for the year attributable to owners of the parent	362,218	60,991
		Total comprehensive income for the year, attributable
		to owners of the parent	364,772	58,391
		Group Balance Sheet at 31 December 2012
			2012 US\$'000	2011 US\$'000
		ASSETS
		Non-current assets	2,066,764	1,426,270
		Current assets	478,024	522,431
		TOTAL ASSETS	2,544,788	1,948,701
		TOTAL EQUITY	1,293,869	934,208
		Non-current liabilities	899,889	771,582
		Current liabilities	351,030	242,911
		TOTAL LIABILITIES	1,250,919	1,014,493
		TOTAL EQUITY AND LIABILITIES	2,544,788	1,948,701
		Statement of Cash Flows for the financial year ended 31 December 2012
			2012	2011
			US\$'000	US\$'000
		Profit before tax	403,401	362,821
		Operating profit before working capital changes	649,849	637,327
		Cash generated from operations	593,912	656,332
		Net cash flows from operating activities	579,504	636,285
		Net cash flows used in investing activities	(841,428)	(276,885)
		Net cash flows from/(used) in financing activities	9,632	(22,757)
		NET (DECREASE)/INCREASE IN CASH AND
		CASH EQUIVALENTS	(252,292)	336,643
		CASH AND CASH EQUIVALENTS AT 31
		DECEMBER	124,522	378,907

2013 Reported in period US\$'000 Unaudited Revenue 455,863 Cost of sales (287,223) Gross profit 168,640 Profit from operations before tax and finance income/(costs) 160,565 Profit before tax 140,632 Income tax (45,705) Profit for the period attributable to owners of the parent 94,927 Total comprehensive income for the period, attributable to owners of the parent 95,686 Group Balance Sheet at 30 June 2013 30 June 2013 US\$'000 Unaudited ASSETS Non-current assets 2,509,924 Current assets 423,630 TOTAL ASSETS 2,933,554 TOTAL EQUITY 1,390,292 Non-current liabilities 1,230,614 Current liabilities 312,648 TOTAL LIABILITIES 1,543,262 TOTAL EQUITY AND LIABILITIES 2,933,554 Statement of Cash Flows for six months ended 30 June 2013 2013 US\$'000 Unaudited Profit before tax 140,632 Operating profit before working capital changes 275,423 Cash generated from operations 234,717 Net cash flows from operating activities 229,262 Net cash flows used in investing activities (414,472)	Group Statement of Comprehensive Income for six months ended 30
	2012 Reported in period US\$'000
	Unaudited
	440,086
	(240,083)
	200,003
	188,540
	184,617
	(58,161)
	126,456
	127,909
	31 December 2012 US\$'000
	Audited
	2,066,764
	478,024
	2,544,788
	1,293,869
	899,889
	351,030
	1,250,919
	2,544,788
	2012
	US\$'000 Audited
	184,617
	292,333
	239,602
	236,939
	(513,775)
	13,011
Net cash flows used in financing activities 271,173
NET INCREASE/(DECREASE) IN CASH AND
CASH EQUIVALENTS 85,963	(263,825)
CASH AND CASH EQUIVALENTS AT 30 JUNE 203,756	117,041

	Material/Significant Change
	There has been no material adverse change in the prospects of the Issuer or of the Group since 31 December 2012 and there has been no significant change in the financial or trading position of the Issuer or of the Group since 30 June 2013.

5. No Significant Change and No Material Adverse Change Statements

By virtue of this Supplement, the information contained within the section entitled "General Information" at paragraph (3) on page 129 of the Prospectus shall be deleted and replaced with the following:

"(3) There has been no material adverse change in the prospects of the Issuer or of the Group since 31 December 2012 and there has been no significant change in the financial or trading position of the Issuer or of the Group since 30 June 2013."

6. General

Copies of this Supplement and the documents incorporated by reference in the Prospectus by this Supplement may be obtained (without charge) from the registered office of the Issuer at 5th Floor, Cunard House, 15 Regent Street, London, SW1Y 4LR, the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/prices-andnews/news/market-news/market-newshome.html and at the Issuer's website at http://www.enquest.com.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement, and (b) any other statement in or incorporated by reference in the Prospectus prior to the date of this Supplement, the statements in (a) will prevail. If documents which are incorporated by reference themselves incorporate any information or other documents by reference therein, either expressly or implicitly, such information or other documents will not form part of this Supplement for the purposes of the Prospectus Directive except where such information or other documents are specifically incorporated by reference into this Supplement or where this Supplement is specifically defined as including such information. Non-incorporated parts of any document are either not relevant for the investor or are covered elsewhere in the Prospectus.

Save as disclosed in this Supplement and the First Supplement, no significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen since the publication of the Prospectus.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.