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CNE Capricorn Energy Plc

169.80
1.00 (0.59%)
Last Updated: 10:02:05
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Capricorn Energy Plc LSE:CNE London Ordinary Share GB00BRJ7R218 ORD 735/143P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  1.00 0.59% 169.80 168.00 170.60 170.80 165.20 165.20 20,857 10:02:05
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Crude Petroleum & Natural Gs 228.9M -51M -0.5383 -3.17 161.44M

Cairn Energy PLC Notice of AGM (6476K)

12/04/2018 9:00am

UK Regulatory


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TIDMCNE

RNS Number : 6476K

Cairn Energy PLC

12 April 2018

EMBARGOED FOR RELEASE AT 9 AM 12 April 2018

CAIRN ENERGY PLC ("Cairn" or "the Company")

Report and Accounts and Circular

The Company's annual report and accounts for the year ended 31 December 2017 (the "Report and Accounts") and a circular (the "Circular") were posted to shareholders today. The Circular contains a notice convening the 2018 Annual General Meeting (the "AGM") and details of the proposed renewal of the existing authority to dispose of or reduce the Group's interest in Vedanta Limited. The AGM will be held in the Castle Suite of The Caledonian, a Waldorf Astoria Hotel, Princes Street, Edinburgh, EH1 2AB at 12.00 noon on Tuesday 15 May 2018.

A copy of the Report and Accounts and Circular have also been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm. The Report and Accounts and Circular are also available on the Company's website at www.cairnenergy.com.

Defined terms used in this announcement shall, unless otherwise specifically defined herein, have the same meanings as in the Circular.

Circular - Proposed renewal of authority to dispose of or reduce the Group's interest in Vedanta Limited

The Company's interest of approximately 5% of the equity shares and 736,503,056 redeemable preference shares of INR 10 each in Vedanta Limited (the "Vedanta Limited Interest"), represents a substantial proportion of the Group's assets and therefore, due to its size, the sale of all, or a substantial part of, the Vedanta Limited Interest currently requires Shareholder approval under the Listing Rules.

At last year's annual general meeting held on 19 May 2017, Shareholders authorised the Board to dispose of all or part of the Group's interest in Vedanta Limited (formerly held in Cairn India). Cairn is at present restricted by the Indian Income Tax Department from selling its shares in Vedanta Limited. Nevertheless, Cairn believes it is appropriate to retain the flexibility to realise Shareholder value from the Vedanta Limited Interest in the event that the Company is able to and chooses to make such a disposal following a favourable determination or settlement of the international arbitration proceedings or the appeal to the Delhi High Court.

The Board continues to believe that, in order to obtain the best terms, Cairn may need to make disposals via on-market transactions which would not be possible if such sales had to be subject to Shareholder approval at the time. The Board is therefore seeking to renew the existing authority from Shareholders for the Company to be able to sell the Vedanta Limited Interest at or as close as reasonably possible to the prevailing market price if and when the Company is able and considers it appropriate to make such disposals. Shareholder approval is being sought to make disposals via on-market transactions. Disposals may be executed via bought deal block-trades where an underwriting bank will assume the risk of disposing of the relevant interest efficiently. Larger disposals may be executed via accelerated book build offerings where a bank will use "best efforts" to complete a sale as agent, but the risk of completing the disposal will remain with Cairn. Disposals could also include participating in any share buy-back programme by Vedanta Limited or any offer involving Vedanta Limited.

The Company only intends to utilise the Interest Disposal Authority where it believes that a sale is in the best interests of Shareholders as a whole. No decision has been taken as at the date of the document on how the net proceeds of any such sale(s) would be applied.

Provided that the resolution is passed at the Annual General Meeting, the Interest Disposal Authority, unless renewed, will expire on the earlier of 30 June 2019 (the last date on which the Company's annual general meeting for 2019 could be held) or at the end of the Company's annual general meeting for 2019. Prior to that date the Company will assess the necessity and desirability of renewing the authority. Any disposal outside of the scope of the Interest Disposal Authority will remain subject to the requirements for significant transactions under Listing Rule 10.

Vedanta Limited and Vedanta Limited Interest

Vedanta Limited is a global diversified natural resources company and currently has a market capitalisation in excess of US$16 billion based on an exchange rate of US$1:INR 65.03 (as at 9 April 2018). The company's main focus is on zinc, lead, silver, aluminium, copper, iron ore, oil & gas and commercial power, while its operations span across India, South Africa, Namibia, Ireland and Australia.

The Company retains an equity shareholding in Vedanta Limited of approximately 5% and 736,503,056 redeemable preference shares of INR 10 each which are held as an available for sale financial asset on the Group's balance sheet. As at 31 December 2017, the fair value of the Company's interest in Vedanta Limited was US$1,072 million (extracted without material adjustment from the Group's audited consolidated financial accounts for the year ended 31 December 2017). As at 9 April 2018, being the latest practicable date prior to the publication of this document, the market value of the Company's interest in Vedanta Limited was approximately US$0.9 billion, based on an exchange rate of US$1:INR 65.03.

Report and Accounts - Information required by Disclosure and Transparency Rule 6.3.5

The information set out below, which is extracted from the Report and Accounts, is included in this announcement for the sole purpose of complying with Disclosure and Transparency Rule 6.3.5 and the requirements it imposes on issuers as to how to make annual financial reports public. It should be read in conjunction with the Company's preliminary results announcement, released on 13 March 2018 (the "Preliminary Results Announcement"). This material is not a substitute for reading the full 2017 annual report and accounts. Page numbers and cross-references in the extracted information below refer to page numbers and cross-references in the Report and Accounts.

Directors' responsibility statement

The following statement is extracted from page 131 of the Report and Accounts. This statement is repeated here solely for the purposes of complying with Disclosure and Transparency Rule 6.3.5. This statement relates to and is extracted from the Annual Report and Accounts. It is not connected to the extracted information presented in this announcement or in the Preliminary Results Announcement.

'Directors' Responsibility Statement

The directors are responsible for preparing the Annual Report and Accounts, the directors' remuneration report and the financial statements in accordance with applicable laws and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have prepared the Group and parent Company financial statements in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (EU). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group and Company for that period. In preparing these financial statements, the directors are required to:

   --      select suitable accounting policies and then apply them consistently; 
   --      make judgements and accounting estimates that are reasonable and prudent; 

-- state whether applicable IFRS issued by the IASB and adopted by the EU have been followed, subject to any material departures disclosed and explained in the financial statements; and

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the directors' remuneration report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Following careful review and consideration of the Cairn Energy PLC Annual Report and Accounts 2017 (the 'Accounts'), the directors consider that the Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's performance, business model and strategy.

Directors' Statement Pursuant to the Disclosure and Transparency Rules

Each of the directors, whose names and functions are listed in the board of directors section on pages 80-81 confirm that, to the best of their knowledge:

-- the Group financial statements, which have been prepared in accordance with IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position, and profit of the Group and loss of the Company; and

-- the strategic report section on pages 2-79 of this document includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

The names of the directors who have given this responsibility statement are:

Ian Tyler (Non-Executive Chairman)

Todd Hunt (Non-Executive Director)

Iain McLaren (Non-Executive Director)

M. Jacqueline Sheppard QC (Non-Executive Director)

Alexander Berger (Non-Executive Director)

Keith Lough (Non-Executive Director)

Peter Kallos (Non-Executive Director)

Nicoletta Giadrossi (Non-Executive Director)

Simon Thomson (Chief Executive)

James Smith (Chief Financial Officer)

Principal risks and uncertainties

The following description of the principal risks and uncertainties is extracted from pages 42-47 of the Report and Accounts.

"Principal risks & uncertainties

During 2017, through a number of internal forums such as the Group Risk Management Committee and Management Team, the Group reviewed the risks which could adversely affect the achievement of strategic objectives. The tables below provide a summary overview of the principal

risks to the Group at the end of 2017, the potential impacts, the mitigation measures, the risk appetite and the KPIs

or strategic objectives the risks may impact.

 
Strategic objective 
============================================================= 
        Deliver exploration and appraisal success 
  Principal risk: Exploration and appraisal 
   Owner: Director of Exploration 
2017 movement  No change - This risk remained static in 2017. 
=============  ============================================== 
 
 
Risk         High - Exposure to exploration and appraisal failure is inherent in accessing the significant 
appetite      upside potential of exploration projects and this has been, and remains, a core value driver 
              for Cairn. The Group invests in data and exploits the strong experience of Cairn's technical 
              teams to mitigate this risk. 
===========  ==================================================================================================================================================================================== 
Impact          Mitigation                                                 2017 changes                                                 2018 KPI objectives 
===========  ==========================================================  ===========================================================  =========================================================== 
Limited or 
no value       *    Active programme for high-grading new areas through   *    Exploration drilling did not add commercial              *    Mature six or more prospects with all internal 
creation            licence rounds, farm-ins and other transactions.           hydrocarbons in 2017 and appraisal did not add to the         reviews completed. 
Failure of                                                                     resource base. 
the 
balanced       *    Portfolio of prospects and leads that offer                                                                         *    Drill four or more exploration wells before year end 
portfolio           opportunities with a balance of geological and                                                                           2018. 
business            technical risks. 
model 
Negative                                                                                                                                *    Efficiently discover commercial quantities of 
market         *    Highly competent team applying a thorough review                                                                         hydrocarbons in line with pre-drill estimates at an 
reaction            process of prospects and development opportunities                                                                       attractive Group finding efficiency rate. 
                    and a team of geoscientists with a track record of 
                    delivering exploration success. 
 
 
               *    Establishment of Exploration Leadership Team to 
                    undertake peer reviews and assurance. 
===========  ==========================================================  ===========================================================  =========================================================== 
 
    Principal risk: Volatile oil and gas prices 
    Owner: Chief Financial Officer 
2017         No change - Although oil prices have improved during the year, oil price outlook remains volatile. 
movement 
===========  ==================================================================================================================================================================================== 
Risk         Medium - Exposure to commodity prices is fundamental to the Group's activities; however, the 
appetite      Group manages its investment programme to ensure that a threshold economic return is delivered 
              and the business model is funded even in sustained downside price scenarios. 
===========  ==================================================================================================================================================================================== 
Impact          Mitigation                                                 2017 changes                                                 2018 KPI objectives 
===========  ==========================================================  ===========================================================  =========================================================== 
Reduction 
in future     *    Sensitivity analysis conducted to assess robustness    *    Debt available under the Group's RBL facility remains   *    Develop and implement a funding strategy that ensures 
cash flow          of group financial forecasts for funding plan.              at a level consistent with the end of 2016.                  an executable funding plan is developed and a minimum 
Value                                                                                                                                       headroom cushion from existing sources of funding is 
impairment                                                                                                                                  maintained. 
of            *    Operators' cost initiatives delivering material cost   *    The Group has entered a hedging programme for Catcher 
development        reductions on development projects.                         and Kraken crude. 
projects 
JV partner 
capital       *    Exploration projects are ranked based on the 
constraints        probability of commercial hydrocarbons and success 
                   case break even oil price. 
 
 
              *    Hedging programme commenced. 
===========  ==========================================================  ===========================================================  =========================================================== 
 
 
Strategic objective 
=========================================================================================================== 
        Portfolio management 
  Principal risk: Securing new venture opportunities 
   Owner: Director of Exploration 
2017 movement  Decreased - This risk decreased in 2017 due to the Group's success in securing new ventures. 
=============  ============================================================================================ 
 
 
Risk        Medium - Building and maintaining a balanced portfolio of current and future exploration, 
appetite     development and production assets is core to the Group's strategy. New opportunities must 
             first meet the Group's strict investment criteria and successfully securing them will be dependent 
             on the prevailing competitive environment. 
==========  ========================================================================================================================================================================================= 
Impact             Mitigation                                                  2017 changes                                                 2018 KPI objectives 
==============  ===========================================================  ===========================================================  =========================================================== 
Failure to 
replenish the    *    Geoscience, new ventures and commercial teams work       *    Successfully secured two licences in Mexico Offshore   *    Secure two or more new exploration opportunities that 
portfolio             closely to review and identify new portfolio                  Bid Round including one as Operator.                        meet corporate hurdles and offer exploration drilling 
Inability to          opportunities.                                                                                                            within five years. 
replace 
production                                                                     *    Secured two farm-ins to licences in Ireland and one 
decline curves   *    Experience and knowledge throughout the organisation          farm-in in Norway. 
Loss of               in recognising prospective opportunities. 
investor 
confidence                                                                     *    Awarded non-operated interests in four licences in 
                 *    Risk assessments and due diligence process undertaken         the Norwegian Sea and North Sea following APA 2017 
                      on all potential new country entries.                         awards in January 2018. 
 
 
                 *    Development of discretionary capital allocation and 
                      opportunity ranking system. 
==============  ===========================================================  ===========================================================  =========================================================== 
Strategic objective 
===================================================================================================================================================================================================== 
Deliver operational excellence 
Principal risk: Delay in Senegal development plan 
 Owner: General Manager, Senegal 
2017 movement   New risk. 
==============  ===================================================================================================================================================================================== 
Risk appetite   Medium - Developments are commonly subject to cost impacts and schedule delays. The Group 
                 therefore has a medium appetite for risk taking in the development stage. 
==============  ===================================================================================================================================================================================== 
Impact             Mitigation                                                  2017 changes                                                 2018 KPI objectives 
==============  ===========================================================  ===========================================================  =========================================================== 
Loss of asset 
value             *    Ongoing engagement with Senegal Government.            *    SNE field appraisal and concept select definition are    *    Timely submission of the SNE Area Evaluation Report, 
Project delays                                                                     concluding for the first phase of development of the          Exploitation Plan and associated Environmental and 
Negative                                                                           extensive resource base.                                      Social Impact Assessment. 
market            *    Ongoing engagement with JV partners and other 
reaction               stakeholders. 
                                                                              *    The JV aims to have a government-approved                *    Approval of the Exploitation Plan and associated 
                                                                                   exploitation plan in place by the end of 2018 with a          Exploitation Area by the end of the PSC and 
                  *    Development of joint venture funding plan.                  target of first oil in 2021-2023.                             finalisation and approval of joint venture financing 
                                                                                                                                                 plan. 
 
                  *    Integrated transfer of operatorship plan agreed with 
                       Woodside. 
==============  ===========================================================  ===========================================================  =========================================================== 
 
  Principal risk: Kraken and Catcher operational and project performance 
  Owner: Chief Operating Officer 
2017          No change - Whilst there were some operational challenges in Kraken commissioning, both Kraken 
movement       and Catcher successfully achieved first oil in 2017. 
============  ======================================================================================================================================================================================= 
Risk          Low - Delivering operational excellence in all the Group's activities is a strategic objective 
appetite       for the Group and the Group works closely with all JV partners to mitigate the risk and impact 
               of any operational delay or underperformance. Therefore, the Group has a low appetite for 
               risks which may impact on operating cash flow. 
============  ======================================================================================================================================================================================= 
 
 
 
Impact            Mitigation                                                 2017 changes                                                 2018 KPI objectives 
============  ===========================================================  ===========================================================  =============================================== 
Delay or 
reduction in   *    Work closely with the operator's to deliver risk        *    Kraken achieved first oil in June 2017. Kraken          *    Deliver target production volumes, operat 
cash flow           mitigation plans and project solutions during ongoing        commissioning challenges meant that production levels  ing costs 
Increased           commissioning.                                               were lower than initially projected.                         and crude values from Kraken and Catcher. 
operational 
costs 
H SE           *    Positive and regular engagement with operators and      *    Catcher FPSO completed commissioning in Singapore and 
incident            partners to share knowledge, offer support and exert         arrived in the North Sea in August 2017 on schedule. 
Reputational        influence.                                                   First oil was successfully achieved in December 2017. 
damage 
============  ===========================================================  ===========================================================  =============================================== 
 
  Principal risk: Reliance on JV operators for asset performance 
  Owner: Chief Operating Officer 
2017          No change - This risk remained static in 2017. The Group was successful in securing operated 
movement       exploration licences in Mexico and Ireland and is due to drill its first operated well in 
               the UK. 
============  ========================================================================================================================================================================= 
 
 
Risk appetite  Medium - The Group seeks to operate assets which align with the Group's core areas of expertise, 
                but recognises that a balanced portfolio will also include non-operated ventures. 
                The Group accepts that there are risks associated with a non-operator role and will seek to 
                mitigate against these risks by working with partners of high integrity and experience and 
                maintaining close working relationships with all JV partners. 
=============  ===================================================================================================================================================================================== 
Impact           Mitigation                                                   2017 changes                                                 2018 KPI objectives 
=============  ===========================================================  ===========================================================  =========================================================== 
Cost/schedule 
overruns        *    Actively engage with all JV partners early to           *    Oil price volatility continues to have a financial      *    Deliver target production volumes, operating costs 
Poor                 establish good working relationships.                        impact across the industry and the risk remains that         and crude values from Kraken and Catcher. 
performance                                                                       the Group's JV partners may not be able to fund work 
of assets                                                                         programme expenditures and/or reprioritise projects. 
H SE            *    Actively participate in technical meetings to                                                                        *    Achieve lagging HSSE indicators set in line with IOGP 
performance          challenge, apply influence and/or support partners to                                                                     targets and guidelines. 
Delay in             establish a cohesive JV view.                           *    Catcher, Kraken and several exploration projects are 
first oil                                                                         operated by joint venture partners. Woodside will 
from                                                                              become operator of our Senegal asset on submission of 
development     *    Application of the Group risk management processes           the exploitation plan. The Group continues to work 
projects             and non-operated ventures procedure.                         closely with a number of other partners in the UK & 
Negative                                                                          Norway and International regions. 
impact on 
asset value     *    Active engagement with supply chain providers to 
                     monitor performance and delivery. 
=============  ===========================================================  ===========================================================  =========================================================== 
Strategic objective 
==================================================================================================================================================================================================== 
Maintain licence to operate 
Principal risk: Health, safety, environment and security 
 Owner: Chief Executive 
2017 movement  No change - This risk remained static in 2017 due to continued strong HSSE performance. 
=============  ===================================================================================================================================================================================== 
Risk appetite  Low - The Group continuously strives to reduce risks that could lead to an HSSE incident to 
                as low as reasonably practicable. 
=============  ===================================================================================================================================================================================== 
Impact           Mitigation                                                   2017 changes                                                 2018 KPI objectives 
=============  ===========================================================  ===========================================================  =========================================================== 
Serious 
injury or       *    Effectively managing health, safety, security and        *    The Group's safety performance has been effective      *    Demonstrate clear progress and achieve defined 
death                environmental risk exposure is the first priority for         overall in 2017 and achieved a Total Recordable             milestones in relation to HSSE/CR objectives, split 
Environmental        the Board, Senior Leadership Team and Management              Injury Rate (TRIR) of 1.88. The Group's target was          into four key categories (Business Relationships, 
impacts              Team.                                                         less than 2.0 per million hours.                            Society and Communities, People and the Environment). 
Reputational 
damage 
Regulatory      *    HSE training is included as part of all staff and        *    Approximately 34 litres of hydraulic oil were          *    Achieve lagging HSSE indicators set in line with IOGP 
penalties and        contractor inductions.                                        released into the sea from a remote operated                targets and guidelines. 
clean-up                                                                           underwater vehicle. 
costs 
                *    Detailed training on the Group's Corporate 
                     Responsibility Management System (CRMS) has been         *    With ongoing operations in a number of countries in 
                     provided to key stakeholders to ensure processes and          2018, the Group will continue to work responsibly as 
                     procedures are embedded throughout the organisation           part of our strategy to deliver value for all 
                     and all operations.                                           stakeholders. 
 
 
                *    Process in place for assessing an operator's overall 
                     operating and HSE capabilities, including undertaking 
                     audits to determine the level of oversight required. 
 
 
                *    Effective application of CRMS in projects. 
 
 
                *    Crisis and emergency response procedures and 
                     equipment are maintained and regularly tested to 
                     ensure the Group is able to respond to an emergency 
                     quickly, safely and effectively. 
 
 
                *    Third party specialists in place to assist with 
                     security arrangements and travel risk assessments. 
 
 
                *    Leading and Lagging indicators and targets developed 
                     in line with industry guidelines and benchmarks. 
 
 
                *    Findings from "Lessons learned" reviews are 
                     implemented from other projects. 
=============  ===========================================================  ===========================================================  =========================================================== 
 
 
  Principal risk: Fraud, bribery and corruption 
   Owner: Chief Executive 
  2017 movement   No change - This risk remained static in 2017 due to no reportable instances of fraud, bribery 
                   or corruption. 
  ==============  =========================================================================================================================================================================================== 
  Risk appetite   Low - Cairn is committed to maintaining integrity and high ethical standards in all of the 
                   Group's business dealings. The Group has no tolerance for conduct which may compromise its 
                   reputation for integrity. 
  ==============  =========================================================================================================================================================================================== 
  Impact              Mitigation                                                   2017 changes                                                   2018 KPI objectives 
  ==============  =============================================================  =============================================================  ============================================================= 
  Fines 
  Criminal          *    Business Code of Ethics and bribery and corruption        *    The Group was awarded licences in new countries           *    Demonstrate clear progress and achieve defined 
  prosecution            policies and procedures.                                       deemed high risk for bribery and corruption. A                 milestones in relation to HSSE/CR objectives, split 
  Reputational                                                                          compliance programme will be implemented for each              into four key categories (Business Relationships, 
  damage                                                                                area of operation.                                             Society and Communities, People and the Environment). 
                    *    Due diligence process and questionnaire developed for 
                         assessing potential third parties. 
 
 
                    *    Annual training programme for all employees, 
                         contractors and selected service providers. 
 
 
                    *    Financial procedures in place to mitigate fraud. 
  ==============  =============================================================  =============================================================  ============================================================= 
  Strategic objective 
  =========================================================================================================================================================================================================== 
  Deliver a sustainable business 
  Principal risk: Inability to secure or repatriate value from Indian assets 
   Owner: Chief Financial Officer 
  2017 movement   No change - This risk remained static in 2017 due to the continued restriction on the Group's 
                   assets in India. 
  ==============  =========================================================================================================================================================================================== 
  Risk appetite   Medium - The Group faces an uncertain macroeconomic and regulatory environment in some countries 
                   of operation. The Group is willing to invest in countries where political and/or fiscal risks 
                   may occur provided such risks can be adequately managed to minimise the impact where possible. 
  ==============  =========================================================================================================================================================================================== 
  Impact              Mitigation                                                   2017 changes                                                   2018 KPI objectives 
  ==============  =============================================================  =============================================================  ============================================================= 
  Loss of value 
                    *    International arbitrational panel in place.               *    Restriction on monetising assets in India remains in      *    Success in the action under the UK - India bilateral 
                                                                                        place.                                                         treaty arbitration and progress achieved in recovery 
                                                                                                                                                       of any amounts awarded by the tribunal. 
                    *    Timetable for final hearing has been agreed by Cairn, 
                         India and the tribunal.                                   *    Successfully defended the Indian Government's motions 
                                                                                        to stay and/or bifurcate the case. 
 
                    *    Continued engagement with the Indian Government. 
                                                                                   *    Unsuccessful in recovering the dividends owed to 
                                                                                        Cairn which have been seized by the Indian 
                    *    Committed work programme is fully funded from                  Government. 
                         existing sources of funding, principally Group cash 
                         and committed debt facilities. 
                                                                                   *    Final hearing dates have been postponed to August 
                                                                                        2018. 
  ==============  =============================================================  =============================================================  ============================================================= 
 
    Principal risk: Political and fiscal uncertainties 
    Owner: Chief Financial Officer 
  2017 movement   No change - This risk remained static in 2017. 
  ==============  =========================================================================================================================================================================================== 
  Risk appetite   Medium - The Group faces an uncertain macroeconomic and regulatory environment in some countries 
                   of operation. The Group is willing to invest in countries where political and/or fiscal risks 
                   may occur provided such risks can be adequately managed to minimise the impact where possible. 
  ==============  =========================================================================================================================================================================================== 
  Impact              Mitigation                                                   2017 changes                                                   2018 KPI objectives 
  ==============  =============================================================  =============================================================  ============================================================= 
  Loss of value 
  Uncertain         *    Operate to the highest industry standards with            *    Cairn continues to source new opportunities globally      *    Develop and implement a funding strategy that ensures 
  financial              regulators and monitor compliance with the Group's             and this can be in jurisdictions deemed at higher              that an executable funding plan is developed and that 
  outcomes               licence, Production Sharing Contract and taxation              risk of political or fiscal uncertainty.                       a minimum headroom cushion from existing sources of 
                         requirements.                                                                                                                 funding is maintained. 
 
                                                                                   *    The Group acquired new licences in Ireland and Mexico 
                    *    External specialist advice consulted on legal and tax          in 2017. The Group will strive for full compliance 
                         issues as required.                                            with licence, Production Sharing Contract and 
                                                                                        taxation requirements across all assets. 
 
                    *    Maintain positive relationships with governments and 
                         key stakeholders. 
 
 
                    *    Ongoing monitoring of the political and regulatory 
                         environments in which we operate. 
  ==============  =============================================================  =============================================================  ============================================================= 
 
      Principal risk: Access to debt markets 
      Owner: Chief Financial Officer 
  2017 movement   No change - This risk remained static in 2017. 
  ==============  =========================================================================================================================================================================================== 
Risk appetite   Low - The Group seeks to develop and implement a funding strategy that allows a value generative 
                 plan to be executed and ensures a minimum headroom cushion from existing sources of funding 
                 is maintained. 
==============  =========================================================================================================================================================================================== 
Impact              Mitigation                                                    2017 changes                                                  2018 KPI objectives 
==============  =============================================================  =============================================================  ============================================================= 
Work programme 
restricted by    *    Committed work programme is fully funded from             *    Debt available under the Group's RBL facility remains     *    Develop and implement a funding strategy that ensures 
reduced               existing sources of finance, principally existing              at a level consistent with the end of 2016.                    that an executable funding plan is developed and that 
capital               cash balances, operating cash-flows and debt funding.                                                                         a minimum headroom cushion from existing sources of 
availability                                                                                                                                        funding is maintained. 
Loss of value                                                                   *    Both the Senegal and Nova developments will be 
                 *    Disciplined allocation of capital across portfolio.            partially funded through new or expanded debt 
                                                                                     facilities. 
 
                 *    Continue to assess other forms of financing and 
                      pursue release of Indian assets.                          *    The Group has entered a hedging programme for Catcher 
                                                                                     and Kraken crude. 
 
 
                                                                                *    A number of financial institutions and investors have 
                                                                                     recently made policy decisions to exit oil and gas 
                                                                                     sector investment. To date, this has not affected 
                                                                                     Cairn but if this trend accelerates there could be a 
                                                                                     future impact. 
==============  =============================================================  =============================================================  ============================================================= 
 
 

Related party transactions

The following description of related party transactions is extracted from page 185 of the Report and Accounts:

"7.8 Related Party Transactions

The Company's principal subsidiaries are listed in note 7.6. The following table provides the Company's balances which are outstanding with subsidiary companies at the balance sheet date:

 
                                                    2017    2016 
                                                    US$m    US$m 
------------------------------------------------  ------  ------ 
 
Amounts payable to subsidiary undertakings        (64.3)  (59.6) 
Amounts receivable from subsidiary undertakings      1.1       - 
                                                  ------  ------ 
                                                  (63.2)  (59.6) 
                                                  ------  ------ 
 

The amounts outstanding are unsecured and repayable on demand and will be settled in cash.

The following table provides the Company's transactions with subsidiary companies recorded in the loss for the year:

 
                                   2017  2016 
                                   US$m  US$m 
---------------------------------  ----  ---- 
Amounts invoiced to subsidiaries   14.0  13.7 
Amounts invoiced by subsidiaries    4.7   6.6 
 
 

Directors' Remuneration

The remuneration of the directors of the Company is set out below. Further information about the remuneration of individual directors is provided in the audited part of the directors' remuneration report on pages 101-127.

 
                       2017  2016 
Company                US$m  US$m 
---------------------  ----  ---- 
Emoluments              3.4   3.2 
Share-based payments    3.6   1.4 
                       ----  ---- 
                        7.0   4.6 
                       ----  ---- 
 

Pension contributions were made on behalf of directors in 2017 of US$0.2m (2016: US$0.2m).

1,438,565 LTIP share awards to directors vested during 2017 (2016: 462,065). Share-based payments shown above represent the market value at the vesting date of these awards.

Other transactions

During the year the Company did not make any purchases in the ordinary course of business from an entity under common control (2016: US$nil)."

Directors' emoluments and remuneration of key management personnel

The following description of directors' emoluments and remuneration of key management personnel is extracted from page 169 of the Report and Accounts:

"4.5 (c) Directors' emoluments and remuneration of key management personnel

Details of each director's remuneration, pension entitlements, share options and awards pursuant to the LTIP are set out in the Directors' Remuneration Report on pages 101-127. Directors' remuneration, their pension entitlements, and any share awards vested during the year are provided in aggregate in note 7.8.

Remuneration of key management personnel

The remuneration of the directors of the Company and of the members of the management and corporate teams who are the key management personnel of the Group is set out below in aggregate.

 
                               2017  2016 
Company                        US$m  US$m 
-----------------------------  ----  ---- 
Short-term employee benefits    6.3   6.0 
Post-employment benefits        0.4   0.4 
Share-based payments            3.7   4.4 
                               ----  ---- 
                               10.4  10.8 
                               ----  ---- 
 

In addition employer's national insurance contributions for key management personnel in respect of short-term employee benefits were $0.9m (2016: US$0.8m).

Share-based payments shown above represent the cost to the Group of key management personnel's participation in the Company's share schemes, measured under IFRS 2.

During 2017, 2,526,328 shares awarded to key management personnel vested under the LTIP (2016: 905,940).

Forward looking statements

This announcement contains or may contain forward-looking statements regarding Cairn, our corporate plans, future financial condition, future results of operations, future business plans and strategies. All such forward-looking statements are based on our management's assumptions and beliefs in the light of information available to them at this time. These forward-looking statements are, by their nature, subject to significant risks and uncertainties and actual results, performance and achievements may be materially different from those expressed in such statements. Factors that may cause actual results, performance or achievements to differ from expectations include, but are not limited to, regulatory changes, future levels of industry product supply, demand and pricing, weather and weather related impacts, wars and acts of terrorism, development and use of technology, acts of competitors and other changes to business conditions. Cairn undertakes no obligation to revise any such forward-looking statements to reflect any changes in Cairn's expectations with regard thereto or any change in circumstances or events after the date hereof.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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April 12, 2018 04:00 ET (08:00 GMT)

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