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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Soco International Plc | LSE:SIA | London | Ordinary Share | GB00B572ZV91 | ORD 5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 61.80 | 61.90 | 62.40 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2021 to Apr 2024
TIDMPHAR
RNS Number : 1420X
Pharos Energy PLC
30 April 2021
30 April 2021
Pharos Energy plc
("Pharos" or the "Company" or, together with its subsidiaries, the "Group")
Annual Report & Accounts and Notice of Annual General Meeting
The Annual Report & Accounts of the Company for the year ended 31 December 2020, a Shareholder Circular, which includes Notice of the 2021 Annual General Meeting, and a Form of Proxy are now available on the Company's website and can be accessed via www.pharos.energy . Mailing of the above two documents, together with a Form of Proxy, to those shareholders having elected to receive paper copies will commence shortly.
In accordance with LR 9.6.1, copies of the above two documents, together with a Form of Proxy, have also been submitted to the FCA's National Storage Mechanism and will shortly be available for inspection on the National Storage Mechanism's website, https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
This dissemination announcement is based upon the Company's announcement of Preliminary Results for the Year Ended 31 December 2020 made on 7 April 2021 with the addition of information required by Disclosure and Transparency Rule (DTR) 6.3.5R set out below in the Appendix.
Annual General Meeting ('AGM')
The 2021 Annual General Meeting will be held on 8 June 2021 at 11.00 a.m.
The Board has been considering how to deal with the impact of the COVID-19 pandemic on arrangements for the 2021 AGM. Our preference would have been to welcome shareholders in person to our 2021 AGM, particularly given the constraints we faced in 2020 and, following the UK Government's announcement on 22 February 2021, setting out its "roadmap out of lockdown", it appears that from 17 May 2021 legal restrictions on public gatherings under the Health Protection (Coronavirus Restrictions) (Steps) (England) Regulations 2021 ('the Coronavirus Restrictions') will be lifted to a certain extent. However, there will still be a limit on the number of individuals and households permitted to gather indoors and, due to the continued unpredictability caused by the COVID-19 pandemic and the uncertainty relating to the lifting of the Coronavirus Restrictions, we are strongly discouraging shareholders from attending the Annual General Meeting in person. We will ensure that the minimum quorum is met (as detailed below) and shareholders can be represented by the Chair of the meeting, acting as their proxy.
The health and wellbeing of our employees, shareholders and wider community is a priority for Pharos and our AGM arrangements must take this into account. The Board recognises that the AGM is an important event for shareholders in the corporate calendar and is committed to ensuring that shareholders can exercise their right to vote and ask questions in connection with this meeting.
In light of the Coronavirus Restrictions, the AGM arrangements will be as set out below:
- The Company expects only one Director and another Pharos designated shareholder representative to be in attendance at the venue for quorum purposes to conduct the business of the meeting.
- No other Directors will be present in person.
- In line with the Coronavirus Restrictions, shareholders are strongly discouraged from attending the Company's AGM in person and, if they attempt to do so, may be refused entry to the meeting under the Company's Articles of Association .
- There will be no update on trading or other management statements given at the AGM although a trading and operations update will be published on the Company's website around one week before the AGM.
- The Company encourages shareholders to submit questions about the business of the meeting in advance of the meeting by email to info@pharos.energy and in so far as relevant to the business of the meeting questions will be responded to by email and taken into account as appropriate at the meeting itself.
- Voting at the AGM will be carried out by way of a poll so that the votes cast in advance and the votes of all shareholders appointing the Chair of the Meeting as their proxy to vote on their behalf can be taken into account.
- The results of the AGM will be announced as soon as practical after it has taken place.
Shareholders wishing to vote on any of the matters of business at the AGM are therefore strongly encouraged to:
- Submit their votes (as soon as possible) in advance of the meeting through the proxy and electronic voting facilities and to appoint the Chair of the meeting as their proxy for this purpose.
- Submit any questions in connection with the business of the meeting in advance.
- Look out for any updates in connection with the arrangements for the AGM via RNS and on the Company's website.
Enquiries
Pharos Energy plc Tel: 0207 603 1515
Tony Hunter, Company Secretary
Camarco Tel: 020 3757 4980
Billy Clegg | Owen Roberts | Monique Perks
Notes to editors
Pharos Energy plc is an independent oil and gas exploration and production company with a focus on sustainable growth and returns to stakeholders, which is listed on the London Stock Exchange.
Pharos has production, development and/or exploration interests in Egypt, Vietnam and Israel.
In Egypt, Pharos holds a 100% working interest in the El Fayum oil Concession in the Western Desert. The Concession produces from 10 fields and is located 80 km southwest of Cairo. It is operated by Petrosilah, a 50/50 JV between Pharos and the Egyptian General Petroleum Corporation (EGPC). Pharos is also an operator with a 100% working interest in the North Beni Suef (NBS) Concession, which is located immediately south of the El Fayum Concession.
In Vietnam, Pharos has a 30.5% working interest in Block 16-1 which contains 97% of the Te Giac Trang (TGT) field and is operated by the Hoang Long Joint Operating Company. Pharos' unitised interest in the TGT field is 29.7%. Pharos also has a 25% working interest in the Ca Ngu Vang (CVN) field located in Block 9-2, which is operated by the Hoan Vu Joint Operating Company. Blocks 16-1 and 9-2 are located in the shallow water Cuu Long Basin, offshore southern Vietnam. Pharos also holds a 70% interest in and is designated operator of Blocks 125 & 126, located in the moderate to deep water Phu Khanh Basin, north east of the Cuu Long Basin, offshore central Vietnam.
In Israel, 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.
Appendix
Following the release of the Company's Preliminary Results for the Year Ended 31 December 2020 made on 7 April 2021, additional information is set out below in accordance with DTR 6.3.5R.
1) The following is extracted from page 108 of the Company's Annual Report and Accounts 2020 at www.pharos.energy.
D i r ecto r s' R e sp o nsib i l i ty S t a t e m ent
The Directors confirm that, to the best of each person's knowledge:
(a) the Financial Statements set out on pages 110 to 144, which have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and in accordance with International Financial Reporting Standards as issued by the IASB, give a true and fair view of the assets, liabilities, financial position and loss of the Company and the Group taken as a whole;
(b) this Directors' Report along with the Strategic Report, including each of the management reports forming part of these reports, includes a fair review of the development and performance of the business and the position of the Company and the Group taken as a whole, together with a description of the principal risks and uncertainties that they face and how these are being managed and mitigated as set out in the Risk Management Report on pages 40 to 49; and
(c) the annual report and the Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for the shareholders to assess the Group's position, performance, business model and strategy.
Approved by the Board and signed on its behalf.
Jann Brown
Managing Director and Chief Financial Officer
6 April 2021
2) The following description of the principal risks and uncertainties is extracted from the Risk Management Report (pages 40 to 49) of the Annual Report and Accounts 2020 at www.pharos.energy .
Principal Risks and Uncertainties
A summary of the key risks affecting Pharos and how these risks are mitigated to enable the Company to achieve its strategic objectives is as follows.
Key to change in likelihood: á Increase ß à No Change â Decrease N New Risk
Hot Features
Premium
STRATEGIC
Principal risks Change Causes Risk Mitigation
in
likelihood
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
1. Further lockdowns * Global vaccine rollouts less effective than expected * Continue to maintain and promote precautionary
dampening oil demand N and new variants spread measures to minimise disruption to business
* Sub-optimal pricing on commodity sales
* COVID-19 infections continue to go up * Procure long lead items as early as possible from
reliable suppliers / contractors
* Reduced revenue to finance operations
* The virus maintains its pandemic status throughout
2021 * Tight cash management and forecasting
* Emergence of other infectious diseases * Hold back on discretionary spend
* Oil price hedging
* The bulk of our output sold on the local markets
where demand remains strong
* Closely follow and comply with all respective
legislations on preventing the spread
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
2. Insufficient funds á * Reallocation of capital away from Oil and Gas * Regular review of funding options
to meet commitments
* Inability to invest in line with growth strategy * Fluctuating oil prices * Proactive dialogue with banks and other providers of
capital
* Depressed economic conditions
* Opportunity Screening
* Global debt crises emerging
* Effective project management and resourcing
* Inadequate cost control
* Farm-out options
* Poor technical data to support allocations
* Thorough capital allocation process
* Resourcing limitations
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
3. Volatility in á * Inadequate waterflood responses * Develop a clear Wells Strategy, focusing on
Production levels performance improvement, regulatory compliance and
increased activity
* Sub-Optimal well performance * Incorrect well placements
* Increase drilling activity / plan-drill additional
* Development wells uncommercial injection wells / frac injection zone
* Poor reservoir models * Reduce cost of well construction
* Lack of financing for drilling programme * Increase surveillance and intervention rates
* Perform Target workovers on Producer / injection
wells
* De-risk best prospects / drill best prospects
* Improve Reservoir models
* Explore farm-out opportunities
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
4. Health, Safety, á * Business disruption due to workforce affected by * Implement precautionary measures based on WHO
Environmental and COVID-19 guidance, restrict business travel and facilitate
Social Risk working from home
* Reputational * Health and safety and environmental risks of major
explosions, leaks or spills * Better understanding of our risks, implementing a
bottom-up approach at managing risk registers and
* Operational outages leading to lower production proactive mitigation plan
* Face O&G high risk operating conditions and HSES
risks
* Improve structural and Asset Integrity through strong
operational and maintenance processes which are
* Climate change impacts on the sector - Production critical to preserving a safer environment
faces increasing risks from the impacts of climate
change from extreme weather, sea level rise and water
availability * Comply with all legislative / regulatory frameworks
and transitioning to a goal based approach focused on
improving safety
* Security of workforce supply and human rights
violations of workers and communities - child labour,
terrorism and sabotage, social conflict and unrest * Promote a positive health and safety culture where
workers are given proper training and incentives to
work "safe" with a zero tolerance for non-compliance
* Coastal and marine ecology - impact on corals and
marine biodiversity from offshore and coastal
operations and tankers (spills) * Environmental and Social Impact Assessment forward
looking assessment of
* Gas venting and flaring Natural hazards and risks -
well blow outs, localised land subsidence, land/water Ø climate impacts
contamination and need to adapt to
changing climate conditions
over the life of the
* Non-alignment of new acquisitions HSES practices with asset
Pharos Corporate standards Ø regulatory developments
* Enhance emergency preparedness and spill prevention
plan
* Increased disparities and societal risks in health,
technology or workforce opportunities
Ø Controlled venting
Ø Control and management
of pressurised oil and
gas from boreholes
Ø Use of low impact
extraction chemicals
where alternatives exist
Ø Water management
- securing of a sustainable
water supply, recycling
and reuse wastewater
Ø Marine management
plan - especially for
offshore drilling
Ø Carry out scenario
exercises to improve
preparedness
* Put in place an adequate Energy insurance programme
for the Group
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
5. Climate Change á * Pressure on investors to divest / avoid fossil fuel * Transparent reporting and participation in Carbon
Concerns companies / projects Disclosure Project (CDP)
* Lack of Capital
* Inability to find economically viable CO(2) reduction * Embrace the TCFD recommendations, prepare and align
solutions Pharos' growth strategy to tackle climate concerns
* Reputational
* Potential additional compliance obligations * Embed Climate change scenarios and Evaluate
* Increased operating costs "strategic fit" of climate change decisions on key
business operations / directions
* Global transition to a lower carbon intensity economy
* Physical Damage to Assets
* Continuous improvement of GHG emissions management
* Increased climate regulation and disclosure and persuade JOCs to accept CO(2) emissions reduction
* Potential pressure on commodity prices initiatives
* Increase in carbon taxes / decarbonisation charges
* Risk of additional impairment of assets * "Making Climate Change risk visible" - factoring in
climate hazards when investing in exploration /
* Eco-consumers are on the march, potentially causing development projects so that corporate models embed
radical / transformational shifts in consumption resilience into projects
of fossil fuels * Embrace the Group's Climate Change Policy and keep it
* Climate activists pressing prominent institutions and up-to-date and in line with evolving developments in
investors to abandon fossil investments - "greening" carbon footprint reduction
the financial system
* Comprehensive insurance cover for Physical Damage
* Increased frequency of extreme weather occurrences
* Close monitoring of extreme weather developments so
that evacuation or shut-down are activated on time
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
FINANCIAL*
Principal risks Change Causes Risk Mitigation
in
likelihood
----------- ----------------------------------------------------------------------- ------------------------------------------------------------------------
6. Commodity Price á * On-going oil market volatility * Oil commodity Hedging
risk
* Uncertainty on planning * Geo-political factors, including pressure on Ø Comply with RBL
investors to divest / avoid fossil fuel companies / requirements
projects Ø Maintain robust
* Inability to fund work programme / dividend processes around treasury,
governance, forecasting,
* Lower long-term prices tighten the margin of error credit and risk
for investments * Close monitoring of business activities, financial
position cash flows
* Forecasting volatility swings are more complex as it
is challenging to gauge what that means for the * Control over procurement costs / effective management
industry, affected communities and end users but is of supply chains derived from third parties -
necessary for the future understanding of oil market suppliers, joint venture partners, investors, and
dynamics contractors
* Negative cash flows & earnings degradation * Stress test scenarios and sensitivities via Principal
compound risks analysis to ensure a level of
robustness to downside price scenarios
* Market speculation and trading in oil futures
* Capital discipline with focus on controlling and
* Slower than expected economic and social recovery managing costs
from the COVID-19 pandemic
* Discretionary spend actively managed
----------- ----------------------------------------------------------------------- ------------------------------------------------------------------------
7. Egypt Farm-out N * Prolonged uncertainty in oil price * Robust investment case for future prospects
* Insufficient funds to finance operations
* Long process with a number of execution challenges * Extensive network of interested parties
* Unable to grow the assets
* Shareholder and EGPC approval required * Egypt currently attractive destination for oil and
gas investment
----------- ----------------------------------------------------------------------- ------------------------------------------------------------------------
* Note: Financial discipline and Governance was reported as a principal risk of last year but for 2021, this risk has been removed as it is adequately captured in two of the other principal risks in this section: no.2 - Insufficient funds to meet commitments and risk no.12 - sub-optimal capital allocation .
OPERATIONAL
Principal risks Change Causes Risk Mitigation
in
likelihood
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
8. Reserves Risk ß * Inaccurate reserves estimates * Improve Reserves Reporting by adhering to three key
à considerations: consistency, transparency and utility
* Future cash flows and value depend on producing our
reserves * Pharos Energy bears the responsibility of developing
these reserve estimates, but subcontracts some of Ø disclose movements
this work out to independent reserve engineers in reserves on a country-by-country
basis
Ø Subjective judgments
* Earlier impairment triggers due to low commodity are moderated
price and / or capital constraints jeopardise planned Ø Material projects
exploration / development initiatives disclosed
* On-going evaluation of projects in existing and
potential new areas of interest and pursue
* Inherent uncertainties in the evaluation techniques development opportunities
to estimate the 2P reserves
* Regular reviews of Reserves estimates by independent
* Increased DD&A costs consultants (Lloyds Registered)
* Lower than expected well performances and drilling * Ensure continuing adherence to industry best practice
results regarding technical estimates and judgements
* Ensuring peer and independent verification of future
production profiles and reserve recovery
* RBL compliance - Vietnam Reserves are audited
independently by reserves consultants approved by
lenders
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
9. Partner Alignment á * Co-venturers divergent views on Drilling and Upgrade * Active Participation in JOC management
Risk programme 2021/22
Vietnam
* Misalignment at JV/JOC level can delay investment * Direct secondment
* FPSO Tie-in Agreement from other Operator
* Adverse impact on Production and Cash flow * Build Senior Management level relationship with local
* Delay in the Field Development Plans Partners
* Continue good relationship with other Foreign Partner
Egypt
* Technical Misalignment of JV Company * 2021 TGT Work Programme agreed in principle and
* Technical disagreement caused by quality of JV staff, preliminary preparation of bid packages
work ethic, low productivity, competency issues
* Adverse impact on Production and Cash flow
* Geological Modeling differences resulting in * Support JV training initiatives.
sub-optimal well locations
* Engage with new JV Exploration Manager. Achieve
* Divergent views on waterflooding, and difference in technical buy-in to ERCE model
value-drivers.
* Waterflood analogue success education
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
10. Cyber risk á * Sophistication and frequency of cyber attacks * Offsite Installation of back-up system and Business
increasing Recovery Plan in place
* Major cyber security breach may result in loss of key
confidential data
* Heavy reliance on and disruption to critical business * Enhance our Cloud back-up data and solutions
* Unavailability of key systems systems
* Prevention & detection of cyber threats via a
* Infiltration of spam emails corrupting programme of effective continuous monitoring
our systems
* Plan for staged integration (new acquisition) and
* Critical reliance on remote working upgrade of IT systems
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
11. Human Resource ß * Failure to recruit and retain high calibre personnel * Remuneration Committee retains independent advisors
Risk à to deliver on and implement growth strategy to test the competitiveness of compensation packages
for key employees
* Good skilled people are essential to ensure success
* Challenges in the Recruitment & integration of
additional technical expertise for the new * On-going succession planning
acquisition
* Maintain a competitive remuneration mix re bonus,
* High costs for recruiting experienced workforce long-term incentive and share option plans
* Weakened Corporate culture due to remote working * Build and use people networks in each country and
advertise vacancies in these networks
* Maintain a programme for staff wellbeing
* Facilitate and encourage workforce communication
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
REPUTATION
Principal risks Change Causes Risk Mitigation
in
likelihood
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
12. Sub-optimal capital á * Scarcity of capital for investment projects * Carry out robust economic analyses based on
allocation opportunities high-grading to support capital
allocation
* Adverse reaction from current / future stakeholders * Investment decisions are guided by economic analyses
based on key assumptions which may differ
significantly in a volatile macroeconomic environment * Key KPIs such as NPV, IRR and payback used to compare
* Investment decisions based on realistic / achievable across many project scenarios
economic assumptions
* Pressure to invest and produce growth and returns in
the short term to maintain dividend payments * Rig count investment scenarios are stress-tested
against a range of Brent oil price
* Relentless focus on better returns
* Non-operated ventures - Pharos Energy always seeks to
maximize its influence to promote best practice
* Inability to "switch-off" drilling / investment
commitments if economic assumptions change rapidly
* Garners the views of its stakeholders through direct
and indirect engagement
* Maintain a balanced investment portfolio which allows
a degree of resilience in adjusting short-term
investment commitments
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
13. Political and á * Operations in challenging regulatory and political * Canvass support in risk management by using both
Regional risk environments international and in-country professional advisors
* Energy sector exposed to a wide range of political
developments which may impact adversely on operating * Fiscal regimes can be subject to sudden change * Engage directly with the relevant authorities on a
costs, compliance and taxation regular basis
* Approval processes can be protracted causing delays
* Assess country risk profiles, trend analyses and
on-the-ground reports by journalists / academics
* Government reform, political instability, civil
unrest
* Thoroughly evaluate the risks of operating in
specific areas and assess commercial acceptability
* Buy Political risk insurance
* All operations are located outside of the EU and USD
is the main currency of our business
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
14. Business Conduct ß * Present in countries with below average score on the * Ensure adequate due diligence prior to on-boarding
and Bribery à Transparency International Corruption Index with a risk based approach, including independent
"Red flags" checks
* Reputational damage and exposure to criminal charges
* Lack of transparent procurement and investment
policies * Annual training and compliance certifications by all
associated persons
* Compliance with Criminal Crime Offences (CCO) and UK
Bribery Act * Increase awareness of Pharos Energy's ABC policies
for all employees and associated persons
* Corruption, Human rights issues
* Gifts and Hospitality declaration
* Whistleblowing facility in place
* CCO risk assessment and on-going implementation of
adequate procedures to prevent facilitation of tax
evasion across all operations
* Comply with to the principles of the Extractive
Industries Transparency Initiative
----------- ------------------------------------------------------------------------ ------------------------------------------------------------------------
3) The following is extracted from Note 35 to the Financial Statements (page 143) of the Annual Report and Accounts 2020 at www.pharos.energy .
RELATED PARTY TRANSACTIONS
During the year, the Company recorded a net cost of $0.1m (2019: net cost of $0.2m) in respect of services rendered between Group companies.
Remuneration of key management personnel
The remuneration of the Directors of the Company, who are considered to be its key management personnel, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. Further information about the remuneration of individual Directors is provided in the audited part of the Directors' Remuneration Report on pages 87 to 104.
2020 2019
$ million $ million
============================= ========== =============
Short-term employee benefits 2.7 4.8
============================= ========== =============
Post-employment benefits 0.3 0.3
============================= ========== =============
Share-based payments 1.8 2.8
============================= ========== =============
4.8 7.9
============================= ========== =============
Directors' transactions
Pursuant to a lease dated 20 April 1997, Comfort Storyville (a company wholly owned by Mr Ed Story) has leased to the Group, office and storage space in Comfort, Texas, USA. The lease, which was negotiated on an arm's length basis, has a fixed monthly rent of $1,000.
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END
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April 30, 2021 04:11 ET (08:11 GMT)
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