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SEPLAT Petroleum Development Co PLC
08 April 2019
 

8 April 2019

Seplat Petroleum Development Company Plc

2018 Annual Report and Notice of AGM

Seplat Petroleum Development Company Plc ("Seplat" or the "Company") confirms it has today published its Annual Report and Accounts for the year ended 31 December 2018 together with the notice of the Company's sixth Annual General Meeting ("AGM") and forms of proxy.  The Company will hold its AGM at 11:00am (local time) on Thursday 16 May 2019 at the Civic Centre, Ozumba Mbadiwe Road, Victoria Island, Lagos, Nigeria.

In accordance with Listing Rule 14.3.6 copies of the Company's Annual Report and Accounts for the year ended 31 December 2018, the Notice of AGM and proxy forms have also been submitted to the FCA for publication through the document viewing facility of the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM

In accordance with Disclosure Guidance and Transparency Rule ("DTR") 6.3.5R(3), copies are available on the Company's website, www.seplatpetroleum.com

The Company's audited financial statements and extracts of the management report, were included in the Company's Final Results announcement on 6 March 2019.  That information, together with the Appendices to this announcement, which contains the following additional information that has been extracted from the 2018 Annual Report, constitutes the material required for the purposes of compliance with DTR 6.3.5 only:

·                  the Statement of Directors' Responsibilities;

·                  a description of principal risks and uncertainties that the Company faces; and

·                  related party transactions.

This announcement should be read in conjunction with and is not a substitute for reading the full 2018 Annual Report.  Page and note references in the text below refer to page numbers and notes in the 2018 Annual Report and terms defined in that document have the same meanings in these extracts.

Enquiries

Seplat Petroleum Development Company plc


Roger Brown, CFO

+44 (0) 203 725 6500

Andrew Dymond, Head of Investor Relations

 

 

 

 

 

Ayeesha Aliyu, Investor Relations

+234 (01) 277 0400

Chioma Nwachuku, GM - External Affairs and Communications




FTI Consulting


Ben Brewerton / Sara Powell

 

+44 (0) 203 727 1000


seplat@fticonsulting.com

 


 

Notes to editors

Seplat Petroleum Development Company Plc is a leading indigenous Nigerian oil and gas exploration and production company with a strategic focus on Nigeria, listed on the Main Market of the London Stock Exchange ("LSE") (LSE:SEPL) and Nigerian Stock Exchange ("NSE") (NSE:SEPLAT).

Seplat is pursuing a Nigeria focused growth strategy and is well-positioned to participate in future divestment programmes by the international oil companies, farm-in opportunities and future licensing rounds.  For further information please refer to the company website, http://seplatpetroleum.com/

 

 

 

Appendices

Appendix A: Statement of Directors' responsibilities

The following Statement of Directors' responsibilities is extracted from the 2018 Annual Report and Accounts (page 114).

The Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004, requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of financial affairs of the Group at the end of the year and of its profit or loss. The responsibilities include ensuring that the Group:

1. keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Group and comply with the requirements of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004;

2. establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other irregularities; and

3. prepares its financial statements using suitable accounting policies supported by reasonable and prudent judgements and estimates, consistently applied.

The Directors accept responsibility for the annual financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgements and estimates, in conformity with International Financial Reporting Standards (IFRS), the requirements of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004 and Financial Reporting Council of Nigeria Act, No. 6, 2011.

The Directors are of the opinion that the financial statements give a true and fair view of the state of the financial affairs of the Group and of its financial performance and cash flows for the year. The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial control.

Nothing has come to the attention of the Directors to indicate that the Group will not remain a going concern for at least twelve months from the date of this statement.

Signed on behalf of the Directors by:

 

A.B.C Orjiako                                                                           Austin Avuru

Chairman                                                                                 Chief Executive Officer

FRC/2014/IODN/00000003161                                           FRC/2014/IODN/00000003100

6 March 2019                                                                         6 March 2019

 

Appendix B: Principal risks and uncertainties

The following principal risks and uncertainties table is extracted from the 2018 Annual Report and Accounts (pages 48 to 51).

The implementation of our strategy can be hindered by various risks and uncertainties. The risks that the Board considers most significant are described here.

 



 

Key risk

Description

Mitigation

KPI/Performance metric

Strategic pillars

Assessment

Trend

Operational risks

Field operations and project deliverability

Failure to manage operational activities in line with planned expectations can lead to production misses, project delays and cost overruns, high production costs and earlier than expected field decommissioning.

Focus on risk management at planning phase and mitigation plans activated. Compulsory 'peer-to-peer' review for high-value projects and better project management techniques. Protracted land acquisition, preparation and rig startup have been contributory factors which have received focused attention and significant process improvements and improved communications with JV partner and approving regulators to mitigate delays. Use of smart/intelligent wells to improve recovery and improved rig performance monitoring

and reporting to manage NPTs.

-           Net working interest production

-           Operating costs per boe


High

We continue to refine our project management approach for improved speed of delivery and efficiency

Third party infrastructure downtime

An over-reliance on third party operated transportation infrastructure can expose the Company to extended periods of production being shut-in.

Work is ongoing to secure a second export line to complement Forcados. Export via barging is also retained to do limited volumes in extreme cases. Have two contingency tanks in Amukpe for partial storage during shut-in over shorter periods. More tanks are planned.

-           Net working interest production

-           Days downtime

-           EBIT


Very high

Remarkably improved uptime of Forcados export system and progress made towards completing Amukpe - Escravos exportline as alternative

HSSE

Oil and gas activities carry significant levels of HSSE risks if not properly managed. As activity levels continue to increase there is a strong focus on preventing major environmental, health or safety incidents.

Deployment of an HSSE Management System in line with best practices. Monitoring and reporting of HSSE performance scorecards at management and Board levels. Our HSSE systems and process are subject to independent review and identified improvement initiatives are deployed. Continual focus on HSSE training and initiatives on incidence prevention. Emergency Response plan set for any eventuality and comprehensive Incident Review panels to identify and channel lessons learnt to improvement activities.

-           HSSE scorecards

-           LTIF

-           TRIR


High

Though the risk is inherent, we will continue to deploy our HSSE risk management in line with best practices and with strong emphasis on prevention.

Sustained E&A programme failure

Exploration and appraisal activities carry significant levels of subsurface risk. Sustained E&A drilling failure will impact the Company's ability to organically replace reserves and production.

Strict compliance with reservoir management guidelines. Building internal capacity with skilled subsurface expertise.

-           Reserve replacement


Very high

Reduced E&A activities. Will monitor the outcomes as E&A activities ramp up.

External risks

Niger Delta stability and security

The Company operates in a region where security incidents such as kidnappings, vandalism and criminal attacks on O&G installations can occur.

Continuous security monitoring and intelligence work. Quick mechanism for security advisory to staff and movement restriction for high alert situations. Active participation in industry pressure groups to find lasting solution.

-           LTIF

-           TRIR

-           Security incidents

 

 

Very high

Significant drop in targeted oil and gas facilities attacks in the region in 2018. We will continue our monitoring and vigilance.

Failure to manage stakeholder relationships

Failure to manage stakeholders can result in business disruptions and interference. The Company prioritises the effective management of relationships with all stakeholders including host communities, JV partners, government, regulatory bodies and shareholders.

Successful operation of the GMOU agreement with host communities, periodic engagement and feedback forums. Tailored CSR programmes, capacity building and infrastructure developments with the host communities. Organisational focus and clear strategy to deliver shareholder value pursued by the Board and management. Corporate governance, transparency and proactiveness in dealings with regulators and JV partners.

-           Net working interest production

-           LTIR

-           TRIR

-           Host community incidences


High

We continue to enjoy good working relations with our stakeholders.

Geo-political risk

Nigeria has at times in its history faced political uncertainties and threats such as terrorism aimed at de-stabilising and undermining the orderly and effective rule of central government.

Scenarios and response options plan set. Crisis management team in place for high alert political periods. Business continuity plans actioned in light of current geo-political situation.

-           Occurrences of civil unrest and terrorism


High

With elections in 2019, we will continue to monitor situations closely.

Financial risks

Oil price volatility

Oil prices have exhibited a history of volatility and can fluctuate sharply in line with external factors

Hedging continues to be our price risk management tool. Price sensitisation on project economics and cost discipline for capital projects sanctioning. Aggressive focus on cost reduction.

-           Realised oil price

-           Operating cash flow

 


Very high

Though oil price rallied to above $80 in 2018, we will continue to take hedge positions and apply cost reduction strategies.

Changes to tax status and legislation

If the tax regime/legislation under which the Company operates its assets were to change, profitability may be impacted.

Perform evaluation of business plan and performance metrics exclusive of tax benefits. Project economics were determined on maximum tax basis to mitigate the impact of the now expired pioneer tax status. Impact assessment of potential tax legislature monitored at Board level.

-           Effective tax rate

-           Tax status


High

PIB is going through legislative process. Versions in circulation do not have significant impact on Seplat valuation.

Availability of capital

The oil and gas industry is highly capital intensive. Significant amounts of capital are required to continue development activities and fund M&A. Non funding of cash calls by JV partners impacts activities and liquidity.

Working on different funding arrangements with JV partners. Board review and approval of financial strategy and debt portfolio management with strong banking relationships

-           JV receivables

-           Capex

-           New M&A activities


High

JV partners cash calls are now on time and legacy cash call receivables have been cleared.

Ineffective cost control

Cost reduction remains central to the Company's current operating strategy. High operating cost and ineffective capital cost control negatively impact operating cash flows and profitability.

Comprehensive budgeting process approved by the joint venture partner and the Board. Clear cost management targets. Grading of portfolio opportunities and project ranking for capital allocation. Focus on reducing drilling costs at well design phase. Cost monitoring and periodic reporting. Focus on effective contracting strategies for cost reduction.

-           Operating cost per boe

-           EBIT

-           Capex

-           Well costs


High

Cost discipline remains key focus of the business.

Liquidity

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

Manage liquidity risk by ensuring that sufficient funds are available to meet commitments as they fall due. Uses both long-term and short-term cash flow projections to monitor funding requirements for activities and to ensure there are sufficient cash resources to meet operational needs. Cash flow projections take into consideration the Company's debts and covenant compliance. Surplus cash held is transferred to the treasury department which invests in interest bearing current accounts, time deposits and money market deposits.

-           Operating cash flow

-           Capex


High

Improved uptime of TFP; improved JV cash call payment; oil price rally; and debt refinance have all greatly improved liquidity risk.

Foreign exchange

The Company is exposed to exchange rate risk to the extent that balances and transactions are denominated in a currency other than the US dollar.

The Company has options to manage its foreign exchange exposure including financial hedge instruments such as forward exchange contracts.

-           Operating cash flow

-           Capex


High

Historically, the Company holds majority of its cash and cash equivalent in US dollar. Gas contracts are indexed in US dollar. However, the Naira may be devalued post elections.

Strategic risks

Portfolio concentration risk

High dependency on a concentrated portfolio of producing blocks and limited number of wells can leave the Company more susceptible to declining long-term growth and reserves depletion.

Focus on portfolio expansion strategy from the Board level to diversify current portfolio. Integrated long-term planning on crude oil and gas business.

-           Successful execution of new acquisition and farm-in opportunities


Very high

The Company is in portfolio expansion phase.

Merger & Acquisition ('M&A') risk

Growth through M&A activities is part of Seplat's strategy to pursue a focused acquisition and farm-in. M&A deals and transactions come with significant risk including structural, commercial and integration risks. There is also the risk of non achievement of acquisition targets due to highly competitive landscape.

New business development unit is always looking for the right opportunities for Seplat. Decision review board (DRB) process is in place to ensure deals are properly vetted and adequate due diligence done on new opportunities. The DRB ensures the commercial, structural, KYC and integration risks are fully considered and addressed with mitigation plan approved and in place prior to deal closin

-           Successful execution of new acquisition and farm-in opportunities


Very high

DRB process in place to vet opportunities and deals. But current M&A landscape is competitive.

Bribery and corruption risk

Bribery and corruption presents a risk throughout the global oil and gas industry and represents an ongoing risk to any oil and gas company.

Extensive training on anti-bribery and corruption. Embedding corporate governance principles with key focus on areas of the business which may be more susceptible to corruption such as the contracting and procurement process. Processes exist to guide dealings with public officials.

-           Whistleblowing reports

-           Number of disciplinary cases


High

As geographical location continues to be susceptible to corruption.

Loss of key employees

The oil and gas industry is very specialised in certain areas and there is competition within the industry to secure talent and highly-skilled and experienced personnel in core areas

Annual benchmark reviews to ensure competitiveness in reward and recruitment. Succession planning in place as part of business continuity. Focus on training as a key differentiating factor in the operating environment.

-           Staff turnover


Low

Remains low risk for the Company.

Fraudulent activity risk

Fraudulent activity presents a risk throughout the global oil and gas industry and represents an ongoing risk to any oil and gas company.

Extensive whistleblowing campaign. Continuous monitoring and improvement of the system of internal controls by all lines of defence with strong internal audit activity. Automation of processes where possible to reduce manual intervention.

-           Number of reported cases


High

Risk is still high and the Company continues to maintain a zero tolerance policy.

Information security risk

Potential cyber attacks and information technology security breaches could result in loss or compromise of sensitive proprietary information, communication and IT business continuity disruption across operations.

We monitor and regularly upgrade the Company's information technology and security systems. The Company has a clearly defined employee user policy and control of access rights. Our information security framework and infrastructure have been externally reviewed in line with the requirements of ISO 27001. IT business continuity plan is in place for quick deployment.

-           Information security identification and containment reports


Medium

While cyber security continues to hold international attention, there has not been a material IT breach on our operations.

                                                      



Appendix C: Related Party Transactions

The following Related party relationships and transactions are extracted from the 2018 Annual Report and Accounts (pages 177 to 179)

37 Related party relationships and transactions

The Group is controlled by Seplat Petroleum Development Company Plc (the parent Company). The parent Company is owned 7.81% either directly or by entities controlled by A.B.C. Orjiako (SPDCL(BVI)) and members of his family and 12.04% either directly or by entities controlled by Austin Avuru (Professional Support Limited and Platform Petroleum Limited). The remaining shares in the parent Company are widely held.

 

37a Related party relationships

The services provided by the related parties:

 

Abbeycourt Trading Company Limited: The Chairman of Seplat is a director and shareholder. The company provides diesel supplies to Seplat in respect of Seplat's rig operations.

Cardinal Drilling Services Limited (formerly Caroil Drilling Nigeria Limited): Is owned by common shareholders with the parent Company. The company provides drilling rigs and drilling services to Seplat.

Charismond Nigeria Limited: The sister to the CEO works as a General Manager. The company provides administrative services including stationery and other general supplies to the field locations.

Helko Nigeria Limited: The Chairman of Seplat is shareholder and director. The company owns the lease to Seplat's main office at 25A Lugard Avenue, Lagos, Nigeria.

Keco Nigeria Enterprises: The Chief Executive Officer's sister is shareholder and director. The company provides diesel supplies to Seplat in respect of its rig operations.

Montego Upstream Services Limited: The Chairman's nephew is shareholder and director. The company provides drilling and engineering services to Seplat.

Stage Leasing (Ndosumili Ventures Limited): Is a subsidiary of Platform Petroleum Limited. The company provides transportation services to Seplat.

Neimeth International Pharmaceutical Plc: The Chairman of Seplat is also the chairman of this company. The company provides medical supplies and drugs to Seplat, which are used in connection with Seplat's corporate social responsibility and community healthcare programmes.

Nerine Support Services Limited: Is owned by common shareholders with the parent company. Seplat leases a warehouse from Nerine and the company provides agency and contract workers to Seplat.

Oriental Catering Services Limited: The Chief Executive Officer of Seplat's spouse is shareholder and director. The company provides catering services to Seplat at the staff canteen.

ResourcePro Inter Solutions Limited: The Chief Executive Officer of Seplat's in-law is its UK representative. The company supplies furniture to Seplat.

Shebah Petroleum Development Company Limited ('BVI'): The Chairman of Seplat is a director and shareholder of SPDCL (BVI). The company provided consulting services to Seplat.

 

The following transactions were carried by Seplat with related parties:

 

37b Related party transactions

Year-end balances arising from related party transactions:


2018

₦million

2017

₦million

2018

US$ '000

2017

US$ '000

Shareholders of the parent Company

SPDCL (BV)

 

333

 

413

 

1,088

 

1,350

Total

333

413

1,088

1,350






Entities controlled by key management personnel:





Contracts > $1million in 2018





Nerine Support Services Limited*

2,335

2,161

7,627

7,066

Cardinal Drilling Services Limited

621

1,001

2,029

3,272

Helko Nigeria Limited

-

444

-

1,453

Abbey Court Trading Company Limited

334

199

1,090

650

Stage Leasing (formerly Ndosumuli Venture Limited)

434

171

1,419

560


3,724

3,976

12,165

13,001






Contracts < $1million in 2017





Montego Upstream Services Limited

24

131

79

427

Oriental Catering Services Limited

199

159

650

520

Keco Nigeria Enterprises

78

110

254

361

ResourcePro Inter Solutions Limited

3

9

9

31

Neimeth International Pharmaceutical Plc

-

1

-

2

Charismond Nigeria Limited

23

17

74

55


327

427

1,066

1,396


4,051

4,403

13,231

14,397

1 Nerine on average charges a mark-up of 7.5% on agency and contract workers assigned to Seplat. The amounts shown above are gross i.e. it includes salaries and Nerine's mark-up. Total cost for agency and contracts during 2018 is ₦0.2 billion, 2017: ₦1.4 billion ($0.6 million, 2017: $4.6million).

37c Balances

The following balances were receivable from or payable to related parties as at the end of the year:


2018

₦million

2017

₦million

2018

US$ '000

2017

US$ '000

Entities controlled by key management personnel





Cardinal Drilling Services Limited - current portion

1,495

1,681

4,869

5,498

Montego Upstream Services Limited

8

-

26

-

ResourcePro Inter Solutions Ltd

2

-

6

-


1,505

1,681

4,901

5,498







2018

₦million

2017

₦million

2018

US$ '000

2017

US$ '000

Entities controlled by key management personnel





Montego Upstream Services Limited

-

115

-

375

Nerine Support Services Limited

-

2

-

8

Keco Nigeria Enterprises

19

8

61

25

Oriental Catering Services Ltd

14

-

47


Cardinal Drilling Services Limited

-

292

-

954

Abbey Court Trading Company Limited

9

-

28


Charismond Nigeria Limited

-

-

1


Stage Leasing Limited

13

-

43



55

417

180

1,362

 

The outstanding balances payable to/receivable from related parties are unsecured and are payable/receivable in cash.

 


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