RESULTS (UNAUDITED) FOR THE FIRST HALF 2016 London, Lagos, 26 August 2016: Seven Energy Finance Limited, together with its parent company Seven Energy International Limited (“Seven Energy” or the “Group”), the leading integrated gas company in south east Nigeria, with upstream oil and gas interests in the region, today announces its results for the six months ended 30 June 2016. Highlights for the six months ended 30 June 2016 Total gas deliveries from the south east Niger Delta gas business continued to show growth, with an average of 95 million standard cubic feet per day (“MMcfpd”) (H1 2015: 57 MMcfpd) Net oil entitlement averaged 16,000 bopd (H1 2015: 16,000 bopd). No liftings were received from OMLs 4, 38 and 41 as a result of the prolonged, and ongoing, shutdown of the Forcados terminal; as a result the only oil revenue received was $7 million (H1 2015: $5 million) from interests in the south east Niger delta 48% reduction in Administrative Expenses following cost reduction initiative EBITDAX of $66 million (H1 2015: $66 million) Loss after tax of $4.5 million (H1 2015 loss: $53.0 million) Cash flow provided by operating activities $41 million (H1 2015: $83 million) A $40 million foreign exchange gain was recognised in the period, arising from a devaluation of the Naira Phillip Ihenacho, Chief Executive Officer, Seven Energy, commenting on the results said: “The macro-environment in Nigeria and the ongoing issues within our industry present our company with an extremely challenging environment. So far during 2016 we have received no revenue from our interests in OML 4, 38 and 41 as a result of the shutdown of the Forcados terminal. Whilst our flagship gas business, located in the south east Niger delta, continues to increase delivery volumes, we have experienced some setbacks. The rate at which our customers are able to bring their demand to full contractual quantities is behind schedule. Additionally, whilst our gas sales are priced in US dollars we receive payment in Naira due to foreign currency exchange controls, which is difficult to convert to service our US dollar loans. These factors are putting intense pressure on the Group’s liquidity. Despite this, Seven Energy continues to operate its gas business to the highest international standards, and remains totally committed to delivering gas for domestic electricity generation and industrial use, a key growth area in Nigeria’s developing economy with its rapidly urbanising population.” OPERATIONAL UPDATE South east Niger Delta During the first half of 2016, Seven Energy gas deliveries in the south east Niger Delta averaged 95 MMcfpd (H1 2015: 57 MMcfpd). Due to delays in the ramp-up of demand from our key customers, deliveries in the second quarter 2016 averaged 89 MMcfpd, down versus the first quarter average deliveries of 101 MMcfpd. The increase from the 2015 average gas deliveries of 70 MMcfpd was due to the increase in gas sales to the Calabar NIPP and Alaoji NIPP power stations as they increase their electricity generation into the power grid. Alaoji NIPP, with whom we have a short term supply contract, has not taken any gas from Seven Energy since June whilst a new third party gas delivery line is tied in to the gas distribution system. We remain optimistic that Alaoji NIPP will commit to a long term supply contract, though there is no certainty that such a contract will be agreed. Increased delivery volumes in the second half of 2016 rely on: completion of expanded electricity distribution lines from Calabar; completion of our Oron to Creek Town pipeline; and also completion of the plant expansion to double capacity at the Unicem cement works. Once both NIPP Calabar and Unicem move to a position of operating at full capacity we project our gas deliveries to be in the range of 150-200 MMcfpd, and we forecast to reach the lower end of this range by the end of 2016 and the upper end in 2018. Seven Energy’s gas infrastructure in the south east Niger Delta is complete and operational, apart from the section of pipeline that runs from Oron to Creek Town. A 2.4 km river crossing section of this pipeline, which uses a high deviation drilling technique under a river, has had to be redrilled. Completion of this pipeline, is now forecast to be in October. Average gross oil production from the Stubb Creek and Uquo fields was 2,400 bopd for the period (H1 2015: 1,600 bopd), with net entitlement to Seven Energy of 900 bopd (H1 2015: 600 bopd). Liftings during the period totalled 182 Mbbls (H1 2015: 85 Mbbls), realising an average oil price of $39/bbl (H1 2015: $63/bbl). In July, ExxonMobil declared force majeure at its Qua Iboe terminal which is currently shut down and has resulted in oil production from Uquo and Stubb Creek being suspended for an undefined period. North west Niger Delta During the first half of 2016 gross production under the Strategic Alliance Agreement between Seven Energy and the Nigerian Petroleum Development Company from OMLs 4, 38 & 41 (the “OMLs”) averaged 18,800 bopd (H1 2015: 47,200 bopd). As previously reported, the fall in production during 2016 is due to the shutdown of the Forcados terminal and declaration of force majeure by Shell from mid-February. Current expectations are that the force majeure will be lifted late in the third quarter of 2016. Seven Energy’s average net entitlement from the OMLs for the first half of 2016 was 15,100 bopd (H1 2015: 15,400 bopd). The fall in gross production and lower development activity, and thus expenditure levels on the blocks, has led to a drop in net entitlement. This was offset by the fall in the oil price to an average of $32/bbl during the period, which results in a greater proportion of production being allocated to recover costs. During the first half of 2016, the Group lifted no oil from the OMLs (H1 2015: 1.8 MMbbl), due to the extended shutdown at the Forcados terminal, compared to an entitlement volume of 2.7 MMbbl for the same period (H1 2015: 2.8 MMbbl). FINANCIAL UPDATE EBITDA (and EBITDAX) for the first half of 2016 was $66 million (H1 2015: $66 million). In contrast to 2015 however the contribution to EBITDAX from the south east Niger Delta business for the period rose to $32 million (H1 2015: $12 million) which highlights the growing importance of the south eastern gas business to Seven Energy reflecting the increase in gas sales in the region. In contrast the contribution from the OMLs decreased to $43 million (H1 2015: $64 million) due to a reduction in entitlement as stated above, and no oil lifting from the Forcados terminal to date in 2016. Corporate costs for the half year, before taking into account a one-off restructuring expense, reduced to $13 million (H1 2015: $26 million). As previously reported, following our restructuring activities, we are forecasting annual cost savings of 20-30% with total administrative running costs for the year (before allocation of costs, with approximately 25% to capital expenditure and 25% to operational expenditure) expected to be in the region of $55 million, decreasing to $40 million in 2017. The total expense charged to date for the restructuring programme is $8 million. A new funding plan to reduce the payables balance relating to OMLs 4, 38 & 41, is in the process of being agreed between Seven Energy, Nigeria Petroleum Development Company and Seplat Petroleum. Under this plan, NPDC would fund Seven Energy’s share of cash calls for 2016, given that Seven Energy was already in an underlifted position at the beginning of the year and has received no oil lifts from the blocks this year. In addition during 2016, Seven Energy would be allocated $120 million of oil lifts, of which $100 million would be used to reduce approved operating expenses of $223 million. During 2017 and 2018 the majority of Seven Energy’s allocation of liftings would be used to fund ongoing cash calls and to complete payment of the payables balance. In February, we announced the successful closure of a $100 million equity raise. This comprised $50 million from existing shareholders of the Group, and $50 million invested by the IDB Infrastructure Fund II, sponsored by the Islamic Development Bank and other institutional investors. A number of initiatives are being pursued to address our current liquidity position, and to align our debt with the forecast cash inflows from our midstream infrastructure assets. We are making good progress in agreeing a revision to the amortisation schedule of our Accugas infrastructure facility, which will reduce the near term debt service obligations while our gas revenues build up during 2017. At the same time certain financial covenants are being amended or waived. Work is ongoing to replace by the end of 2017 a portion of this Accugas debt facility with longer term funding from a number of potential providers including Nigerian banks, international banks and Development Finance Institutions who are able to provide debt with a longer tenor more suited to our mid-stream assets and long term gas delivery contracts. The loss after tax for the first half of 2016 was $4.5 million (H1 2015: $53.0 million loss), a result significantly benefited by $40 million of foreign currency exchange gains (both realised and unrealised) from the recent decline in the value of the Nigerian Naira. The currency remains under significant pressure and the ability for the company to convert Naira to US dollars remains effectively blocked. This was partially offset by the $8 million charge for restructuring costs. Production expenses reduced by $42 million to $67 million compared to the same period last year (H1 2015: $109 million) due to a reduction in activity at the OMLs, partially offset by an increase to $20 million (H1 2015: $17 million) from the south east Niger Delta gas assets. Production expenses are now estimated to be $30 million for 2016 in the south east Niger Delta, increasing to approximately $45 million in 2017 in line with forecast increased gas sales in the region. The first half of 2016 saw a reduction in capitalised expenditure to $44 million (H1 2015: $138 million). Expenditure was predominantly related to the Oron to Creek Town pipeline, with minimal capital expenditures incurred on OMLs 4, 38 & 41, as activity was slowed during the extended production shutdown. Cash and cash equivalents at 30 June 2016 was $33 million (31 December 2015: $30 million). Cash provided by operating activities decreased by 51% to $41 million compared to the same period last year (H1 2015: $83 million), impacted by the shutdown at the Forcados terminal and by an increase in our debtor days from 80 days to 142 days from our gas customers, with $52 million outstanding at 30 June 2016. The Group spent $72 million on capital expenditures in the first half of 2016 (H1 2015: $72 million) which predominantly related to $43 million cash paid on the OMLs relating to prior period costs and $29 million on the south east Niger Delta gas assets. Capital expenditures on the south east Niger Delta gas assets for the full year 2016 are forecast to be in the region of $50-55 million and the same in 2017 before increasing to $70 million in 2018, then $110 million for 2019 due to additional gas and oil well developments and associated facilities before reducing to approximately $30 million in 2020 to 2021. For further enquiries, please contact: Seven Energy International Limited Phillip Ihenacho, CEO +44 20 7518 3850 Bruce Burrows, CFO Joe Kaye, Group Head, Finance John Arthur, Investor Relations Officer Brunswick Group Patrick Handley +44 20 7404 5959 William Medvei Caritas Communications Okwudili Oniya Africa Practice Tim Newbold +234 809 996 1007 +234 805 494 9866 About Seven Energy Seven Energy, founded in 2004, is the leading integrated gas company in south east Nigeria, with upstream oil and gas interests in the region. With a deep understanding of the domestic Nigerian gas market, supplying gas to the power generation and manufacturing industries, principally through its own integrated processing and pipeline infrastructure, and the backing of strategic long-term investors, the Group has a unique focus on the emerging Nigerian domestic gas market. The Group’s midstream gas infrastructure assets, focused in the south east Niger Delta, include the 200 MMcfpd Uquo gas processing facility and a gas pipeline network of 227 km with distribution capacity of 600 MMcfpd. Its upstream assets include licence interests in the Uquo Field and the Stubb Creek Field (south east Niger Delta), an indirect interest in OMLs 4, 38 & 41 through a Strategic Alliance Agreement with Nigerian Petroleum Development Company (north west Niger Delta) and a licence interest in OPLs 905, 907 and 917 (Anambra Basin). The Group has its main offices located in Lagos and London. Seven Energy Finance Limited is a wholly owned subsidiary of Seven Energy International Limited incorporated in the British Virgin Islands. The Company is the issuer of $300 million, 10.25% Senior Secured Loan Notes, due 2021, which are listed on the Irish Stock Exchange. For more information on Seven Energy please visit www.sevenenergy.com Seven Energy International Limited Condensed consolidated statement of comprehensive income Note Revenue Change in underlift Production expenses Depletion 3 Six months ended Six months ended 30 June 2016 30 June 2015 Unaudited Unaudited $000 $000 66,538 88,694 (66,737) (59,291) 144,798 58,346 (109,022) (78,100) 29,204 16,022 (1,184) (1,153) (8,466) (13,228) (1,643) (2,384) (25,680) 5,173 326 (51,786) 11,363 28,356 (13,685) 39 (47,442) (224) 6,277 (6,568) 2,055 (55,035) 2,128 Loss for the period (4,513) (52,907) Loss for the period Total other comprehensive expense for the period (4,513) - (52,907) - Total comprehensive expense for the period (4,513) (52,907) Attributable to: Owners of the company Non-controlling interests (4,589) 76 (52,050) (857) (4,513) (52,907) (1.06) (1.06) (13.23) (13.23) 10 Gross profit Depreciation and amortisation expenses Other operating expenses Restructuring expenses Administrative expenses Operating profit/(loss) Investment revenue Finance costs Foreign exchange gains/(losses) - realised - unrealised Loss before tax Tax credit Loss per share ($ per share) Basic Diluted 10 4 5 7 8 All operations relate to continuing operations in 2016 and 2015. 1 Seven Energy International Limited Condensed consolidated balance sheet Note Non-current assets Interest in joint arrangements Intangible assets Property, plant and equipment Other receivables Deferred tax assets Current assets Inventories Trade and other receivables Cash and cash equivalents 9 10 12 11 12 Total assets Current liabilities Trade and other payables Borrowings – scheduled payments within one year – scheduled payments after more than one year Deferred revenue Current tax liabilities Non-current liabilities Borrowings Deferred tax liabilities Provisions Deferred revenue 13 14 14 Total liabilities Net assets 30 June 2016 Unaudited $000 31 December 2015 Audited $000 11,528 105,616 1,707,378 7,817 52,728 11,528 104,714 1,725,303 8,641 46,938 1,885,067 1,897,124 317,680 100,552 33,354 228,988 119,015 30,473 451,586 378,476 2,336,653 2,275,600 (572,445) (96,748) (303,205) (23,243) (720) (585,055) (70,111) (354,542) (720) (996,361) (1,010,428) (422,607) (132,105) (52,372) (55,520) (420,818) (128,371) (50,945) (79,316) (662,604) (679,450) (1,658,965) (1,689,878) 677,688 585,722 5 96,111 1,019,567 (501,765) 44,145 5 96,111 920,909 (497,176) 46,324 658,063 566,173 19,625 19,549 677,688 585,722 Equity Share capital Share premium Irredeemable convertible loan notes (“ICLNs”) Retained deficit Equity reserves Equity attributable to owners of the Company Non-controlling interests Total equity 16 The condensed financial statements were approved by the Board of Directors and authorised for issue on 26 August 2016. Phillip Ihenacho Director 2 Seven Energy International Limited Condensed consolidated statement of changes in equity Share capital $000 1 January 2015 Credit to equity for share-based payments Issuance of shares Issuance of ICLNs Total comprehensive expense for the period 30 June 2015 (unaudited) Credit to equity for share-based payments Expenses on issuance of ICLNs Total comprehensive expense for the period 31 December 2015 (audited) Credit to equity for share-based payments Treasury shares Issuance of ICLNs Expenses on issuance of ICLNs Total comprehensive expense for the period 30 June 2016 (unaudited) Irredeemable convertible Share loan notes premium (“ICLNs”) $000 $000 Retained deficit $000 Equity reserves $000 Total $000 Noncontrolling interest $000 Total Equity $000 5 95,710 895,442 (316,183) 41,738 716,712 20,642 737,354 - 401 - 25,650 - 2,738 (401) - 2,738 25,650 - 2,738 25,650 - - - (52,050) - (52,050) (857) (52,907) 5 96,111 921,092 (368,233) 44,075 693,050 19,785 712,835 - - - - 2,249 2,249 - 2,249 - - (183) - - (183) - (183) - - - (128,943) - (128,986) (236) (129,179) 5 96,111 920,909 (497,176) 46,324 566,173 19,549 585,722 - - 100,000 - 145 (2,324) - 145 (2,324) 100,000 - 145 (2,324) 100,000 - - (1,342) - - (1,342) - (1,342) - - - (4,589) - (4,589) 76 (4,513) 5 96,111 1,019,567 (501,765) 44,145 658,063 19,625 677,688 3 Seven Energy International Limited Condensed consolidated cash flow statement Note Net cash provided by operating activities 41,039 83,271 82 (71,582) 39 (72,450) - (1,323) Net cash used in investing activities (71,500) (73,734) Financing activities Interest and financing fees paid Net financing deposits paid Repayments of borrowings Proceeds from borrowings Proceeds from the issue of ICLNs (49,803) (29) (14,012) 100,000 (57,198) (5,405) (6,495) 81,810 - Net cash from financing activities 36,156 12,712 Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the period Effect of foreign exchange rate changes 5,695 30,473 (2,814) 22,249 38,454 (868) Cash and cash equivalents at the end of the period 33,354 59,835 Investing activities Interest received Purchases of property, plant and equipment and intangible assets Acquisition of subsidiaries, net of cash acquired 15 Six months ended Six months ended 30 June 2016 30 June 2015 Unaudited Unaudited $000 $000 4 Seven Energy International Limited Notes to the Interim Report 1. General information Seven Energy International Limited (“the Company”) is incorporated in Mauritius under the Companies Act, 2001 (Act No. 15 of 2001). The address of the registered office is Cim Global Management, Les Cascades, Edith Cavell Street, Port Louis, Republic of Mauritius. The Company is the parent company of a group of companies (“the Group”) whose principal activities are the exploration, development, production and distribution of oil and gas in Nigeria. 2. Significant accounting policies Basis of accounting The annual financial statements of Seven Energy International Limited are prepared in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union. These condensed set of financial statements included in this interim report have been prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’, as adopted by the European Union and are unaudited and not reviewed, as defined by the International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. These condensed interim financial statements as of 30 June 2016, and for the six months then ended, have been prepared by management as required following the issuance of senior secured notes on the Irish Stock Exchange by the Group’s subsidiary, Seven Energy Finance Limited. Going concern The Group closely monitors and manages its liquidity risk. The Group aims to maintain adequate liquid reserves, by continuously reviewing forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Cash forecasts are regularly produced and sensitivities run for different scenarios including, but not limited to: changes in commodity prices, different production rates from the Group’s portfolio of producing fields and delays in development projects. In addition, the Group regularly monitors its utilised and unutilised debt facilities. The Group is funded by a combination of operating cash flows, debt facilities (see note 14) and equity. On 15 April 2016, Accugas Limited, (a subsidiary of the Group), was successful in obtaining a temporary waiver to 30 June 2016 with respect to not fully funding the minimum balance of the Debt Service Reserve Account (“DSRA”) as required under the Accugas IV Facility, for the periods ended 31 December 2015 and 31 March 2016. As at 30 June 2016, Accugas Limited continued not to fund the minimum balance of the DSRA and also not to fund the Ratio Reserve Account (“RRA”). No further waiver renewal was sought or received before this date and therefore Accugas Limited was not in full compliance with its loan obligations, and as a result the outstanding balance of the loan has been disclosed within Current borrowings (note 14). The reason for not funding the DSRA and RRA and for not seeking a waiver renewal, was a result of the near finalisation of the optimisation strategy of our midstream debt facilities including: (i) an Amendment Request to the Accugas IV lenders to: o amend the terms of the DSRA and RRA funding requirements; o amend certain Facility covenants; and o re-sculpt the principal repayments. (ii) ongoing discussions with various Development Finance Institutions to replace a portion (up to $200 million) of the Accugas IV Facility with longer tenor debt, with the remaining balance amortising in years 2018 and 2019; (iii) replacing the DSRA requirement with a third party Debt Service Guarantee (“DSG”); and (iv) increasing the Naira working capital facility by a further $15 million (USD equivalent). 5 Seven Energy International Limited Notes to the Interim Report 2. Significant accounting policies (continued) Going concern (continued) Taking into account the challenging macro-environment effecting the Group’s operations and in the absence of progress on the various initiatives identified above, the Directors acknowledge that material uncertainties exist which may cast significant doubt on the Company and the Group’s ability to continue as a going concern. Nevertheless, after making enquiries, the Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing these condensed financial statements. Changes in accounting policies In the current financial period, the Group has adopted the following amendments to accounting standards: Disclosure Initiative (amendments to IAS 1) Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11) IAS 19 (amended): Defined Benefit Plans: Employee Contributions Clarification of acceptable methods of Depreciation and Amortisation (amendments to IAS 16 & IAS 38) Agriculture: Bearer Plants (Amendments to IAS 16 & IAS 41) Equity Method in Separate Financial Statements (amendments to IAS 27) Annual improvements: 2010–2012 cycle Annual improvements: 2012–2014 cycle Adoption has had no impact on these condensed consolidated financial statements. Otherwise, the same accounting policies, presentation and methods of computation are followed in these condensed consolidated financial statements as applied in the Group’s latest audited consolidated financial statements for the year ended 31 December 2015 except where noted below. With respect to presenting the movement in overlift and underlift in relation to production entitlement in the statement of comprehensive income, this has now been disclosed as a single line item in deriving gross profit rather than as an adjustment to Cost of sales. As a result, the comparative period has been re-presented accordingly. This adjustment has no impact on gross profit as it is a presentational reclassification. The combination of Revenue and change in overlift/underlift equates to the Group’s net production entitlement. 6 Seven Energy International Limited Notes to the Interim Report 3. Revenue Oil sales Gas sales Six months ended Six months ended 30 June 2016 30 June 2015 Unaudited Unaudited $000 $000 7,234 105,377 59,304 39,421 Revenue 66,538 144,798 Revenue from oil sales relates to the Group’s sale of oil lifted from the Strategic Alliance Agreement (“SAA”) with the National Petroleum Development Company (“NPDC”) with respect to OMLs 4, 38 and 41 and oil sales from the south east Niger Delta’s Uquo and Stubb Creek fields. The reduction in oil sales during the period was principally due to the shut-down of the Trans Forcados pipeline preventing liftings under the SAA. This has been partially offset by an increase in gas sales during the period relating to the additional volumes delivered in the south east Niger Delta to Calabar NIPP and Alaoji NIPP power stations, compared to the prior period. 4. Restructuring expenses During the period, the Group made a net $8.5 million provision for expenses in connection with the ongoing reorganisation of the Group in order to reduce the cost base. The amount mainly relates to staff redundancy costs and termination payments. 5. Foreign exchange gains and losses During the period the Group recorded foreign exchange gains as summarised below. Realised gains/(losses) Unrealised gains Total foreign exchange gains Six months ended 30 June 2016 Unaudited $000 11,363 28,356 Six months ended 30 June 2015 Unaudited $000 (224) 6,277 39,719 6,053 The realised gain in the period related mainly to the purchase of Naira with US Dollars at a more favourable rate compared to the central bank rate due to the dual exchange rate market in Nigeria. Of the total realised gain, $8.8m was realised on currency exchanges on a total of $32.5m worth of transactions. The balance of the realised gain resulted from the normal settlement of non-USD invoices. The unrealised gain in the period principally related to the devaluation of the Naira to the US Dollar that took place in June 2016 and resulted in significant unrealised gains on Naira denominated borrowings and working capital liabilities. 7 Seven Energy International Limited Notes to the Interim Report 6. Business and geographical segments In the opinion of the Directors, the operations of the Group comprise three geographically distinguishable segments in Nigeria involved in oil and gas exploration, development, production and distribution, supported by corporate and administrative activities in the UK. Segment results represent the profit or loss incurred by each segment without allocation of the share of central administration costs, investment revenue, finance costs, and income tax expense. This reflects the information provided to the Board for the purpose of resource allocation and assessment of segment performance. There has been no change in the basis of segmentation or in the basis of measurement of segment profit or loss in the period. Segment revenues and results The following is an analysis of the Group’s revenue and results by reportable segment for the six months 30 June 2016: Six months ended 30 June 2016 (unaudited) Anambra North west South east basin Corporate $000 $000 $000 $000 Revenue 66,538 Change in underlift 89,031 (337) Production expenses (46,211) (20,526) Depletion (32,282) (27,009) - ended Total $000 66,538 88,694 (66,737) (59,291) Gross profit Depreciation and amortisation expenses Other operating costs Restructuring expenses Administrative expenses 10,538 (6) (79) 18,666 (830) (1,147) (5,910) (6,918) (5) (107) (349) (2,556) (6,124) 29,204 (1,184) (1,153) (8,466) (13,228) Segment operating result Investment revenue Finance costs Foreign exchange gains/(losses) - realised - unrealised 10,453 (25,318) 235 20 3,861 7 (30,488) 8,270 28,663 (112) 1 (176) (9,029) 319 4,020 2,857 (151) 5,173 326 (51,786) 11,363 28,356 Profit/(loss) before tax (14,610) 10,313 (287) (1,984) (6,568) Tax credit 2,055 Loss for the period Capital investment Capital additions Acquisition (4,513) 14,197 - 28,179 - 904 - 382 - 43,662 - 14,197 28,179 904 382 43,662 8 Seven Energy International Limited Notes to the Interim Report 6. Business and geographical segments (continued) The following is an analysis of the Group’s revenue and results, and capital investment by reportable segment for the six months ended 30 June 2015: Six months ended 30 June 2015 (unaudited) Anambra North west South east basin Corporate Total $000 $000 $000 $000 $000 Revenue 100,027 44,771 144,798 Change in underlift 57,430 916 58,346 Production expenses (92,472) (16,550) (109,022) Depletion (46,839) (31,261) (78,100) Gross profit/(loss) Depreciation and amortisation expenses Other operating costs Administrative expenses Segment operating result Investment revenue Finance costs Foreign exchange gains/(losses) - realised - unrealised Loss before tax 18,146 (27) (1,081) (2,124) (1,264) (2,357) (14,977) (10) (73) (369) (9,549) 16,022 (1,643) (2,384) (25,680) 17,038 (22,870) 9 2 (20,722) 5 (25,299) (205) 6,315 (83) (64) (9,918) 34 727 (28) 24 (13,685) 39 (47,442) (224) 6,277 (5,821) (39,906) (147) (9,161) (55,035) Tax credit 2,128 Loss for the period Capital investment Capital additions Acquisition(i) (i) (52,907) 62,200 - 29,429 - 45,397 662 - 92,291 45,397 62,200 29,429 45,397 662 137,688 On 27 February 2015, the Company acquired a further 50% licence interest in OPL 905 via its acquisition of the entire share capital of Gas Transmission and Power Limited. The provisional fair value of the assets acquired was $45.4 million. This was later revised in the audited Financial Statements for the year ended 31 December 2015 to $38.7 million (note 9). 9 Seven Energy International Limited Notes to the Interim Report 7. Tax The credit for the period is as follows: Current tax Deferred tax credit Six months ended 30 June 2016 Unaudited $000 2,055 Total tax credit 2,055 Six months ended 30 June 2015 Unaudited $000 2,128 2,128 There is no liability to Corporate Income Tax or Petroleum Profits Tax for either period because of current or prior year losses or because profits are sheltered by pioneer relief. The deferred tax credit of $2.1 million (2015: $2.1 million credit) principally relates to the recognition of future tax relief for losses and capital allowances. 8. Loss per share The calculation of the basic and diluted loss per share is based on the following data: Loss for the purposes of basic loss earnings per share ($000) Profit effect of dilutive potential ordinary shares ($’000) Loss for the purposes of diluted loss earnings per share ($’000) Weighted average number of ordinary shares for the purposes of basic loss earnings per share(i) Weighted average number of ordinary shares for the purposes of diluted loss per share(ii) Basic loss per ordinary share ($) Diluted loss per ordinary share ($) Six months ended 30 June 2016 Unaudited (4,589) (4,589) Six months ended 30 June 2015 Unaudited (52,050) (52,050) 4,338,390 3,934,931 4,338,390 (1.06) (1.06) 3,934,931 (13.23) (13.23) (i) The calculation of weighted average number of ordinary shares includes the weighted average number of shares convertible during 2016 and 2015 from the issuance of the ICLNs as the ICLNs represent equity instruments of the Company. (ii) As there was a loss for the six months ended 30 June 2016 (2015: loss) there is no difference between basic and diluted loss per share as the potentially dilutive instruments (being share options and warrants) were anti-dilutive for the six months ended 30 June 2016. The denominators used for this period are therefore the same as those detailed above for both basic and diluted loss per share. 10 Seven Energy International Limited Notes to the Interim Report 9. Intangible assets At 1 January 2015 (audited) Additions Transfers to Property, plant and equipment Acquisitions Total $000 73,896 19,741 (27,601) 38,678 At 31 December 2015 (audited) Additions 104,714 904 At 30 June 2016 (unaudited) 105,618 In 2015, expenditure primarily related to exploration well expenditure on Uquo-NE1 prospect which was drilled in late 2014/early 2015 which successfully identified commercial quantities of oil and gas such that $27.6 million of costs were transferred to Upstream assets in Property, plant and equipment. On 27 February 2015, the Company acquired a further 50% licence interest in OPL 905 via its acquisition of the entire share capital of Gas Transmission and Power Limited. 11 Seven Energy International Limited Notes to the Interim Report 10. Property, plant and equipment Cost At 1 January 2015 (audited) Additions Revisions to prior year SAA cost estimates Transfer from Intangible assets (note 9) Acquisitions Disposals Upstream assets $000 1,383,790 125,294 (139,054) 27,601 - At 31 December 2015 (audited) 1,397,631 1,003,098 15,417 - 26,959 - 1,413,048 1,030,057 Accumulated depreciation, depletion and impairment At 1 January 2015 (audited) Charge for the year Impairment Disposals (329,873) (79,948) (90,381) - (145,619) (34,486) - (10,687) (3,320) 2,918 (486,179) (117,754) (90,381) 2,918 At 31 December 2015 (audited) (500,202) (180,105) (11,089) (691,396) (44,371) - (14,920) - (1,184) 305 (60,475) 305 (544,573) (195,025) (11,968) (751,566) Carrying amount At 31 December 2015 (audited) 897,429 822,993 4,881 1,725,303 At 30 June 2016 (unaudited) 868,475 835,032 3,871 1,707,378 Additions Disposals At 30 June 2016 (unaudited) Charge for the period Disposals At 30 June 2016 (unaudited) Infrastructure assets Other PP&E $000 $000 949,194 17,203 53,904 1,756 24 (3,013) 15,970 382 (513) 15,839 Total $000 2,350,187 180,954 (139,054) 27,601 24 (3,013) 2,416,699 42,758 (513) 2,458,944 12 Seven Energy International Limited Notes to the Interim Report 11. Inventories Underlift Gas inventories Spare parts Total inventories 12. 30 June 2016 31 December 2015 Unaudited Audited $000 $000 311,766 223,072 134 531 5,780 5,385 317,680 228,988 Trade and other receivables 30 June 2016 31 December 2015 Unaudited Audited $000 $000 Trade receivables Receivables from sales Amounts receivable from joint venture partners 56,849 7,796 79,572 4,945 Total trade receivables 64,645 84,517 Other receivables Deposits VAT receivables Other receivables Rental prepayments Other prepayments 411 5,555 19,403 3,316 7,222 456 3,811 19,729 4,565 5,937 100,552 119,015 $000 1,277 4,960 1,580 $000 1,445 4,956 2,240 7,817 8,641 Non-current other receivables Other receivables Debt service reserve account for Group borrowings Stamp duty escrow reserve for Group borrowings 13 Seven Energy International Limited Notes to the Interim Report 13. Trade and other payables Trade payables Accruals Other payables PAYE and social security WHT and VAT payable Interest payable 30 June 2016 31 December 2015 Unaudited Audited $000 $000 287,070 80,447 243,195 456,875 15,027 13,888 1,900 1,860 13,182 18,858 12,071 13,127 572,445 585,055 Trade payables and accruals principally comprise amounts outstanding to the Group’s joint venture partners, for capital expenditures associated with the Group’s capital projects, ongoing operational and corporate costs and amounts cash called under the Strategic Alliance Agreement. Trade payables and accruals primarily contain amounts owing to NPDC under the Strategic Alliance Agreement which amounted to $420.0 million (31 December 2015: $417.0 million) for both approved and unapproved operator expenditures. 14. Borrowings Secured borrowings at amortised cost Bank loans (i) Loans from non-related parties Other loans (ii) Loans from non-related parties Loans from related parties 30 June 2016 31 December 2015 Unaudited Audited $000 $000 405,882 433,407 407,810 50,000 401,810 50,000 5,371 6,000 7,800 Total gross borrowings Unamortised finance costs incurred on raising debt 869,063 (46,503) 899,017 (53,546) Total borrowings (net of unamortised finance costs) 822,560 845,471 Analysed as: Current borrowings – scheduled repayments within one year Current borrowings – scheduled repayments after more than one year Non-current borrowings 96,748 303,205 422,607 70,111 354,542 420,818 Total borrowings (net of unamortised finance costs) 822,560 845,471 Unsecured borrowings at amortised cost (iii) Loans from non-related parties Loans from related parties 14 Seven Energy International Limited Notes to the Interim Report 14. Borrowings (continued) (i) Bank loans Accugas IV facility The Group has a $445.0 million facility, of which the outstanding principal at 30 June 2016 was $376.5 million (31 December 2015: $385.0 million). The facility bears interest at US LIBOR plus 10.0% per annum and is repayable in quarterly instalments from 31 March 2016 to 30 September 2019. As at 30 June 2016, Accugas Limited had not fully funded the minimum balance on both the Debt Service Reserve Account and Ratio Reserve Account. Therefore, Accugas Limited was not in full compliance with its loan obligations and as a result the long term balance of the outstanding loan has been disclosed within Current borrowings – scheduled repayments after more than one year. This is discussed in more detail at Note 2, “Significant accounting policies – Going concern”. Bank of Industry loan facility At 30 June 2016, the outstanding loan principal on the Naira denominated Bank of Industry Loan Facility, held by the Group’s subsidiary East Horizon Gas Company Limited (“EHGC”), was $8.0 million (31 December 2015: $18.2 million). At the time of its acquisition on 31 March 2014, and continuing to 30 June 2016, EHGC was not in compliance with certain financial covenants under the provisions of the facility. As a consequence, the long term balance of the loan has been disclosed within Current borrowings – scheduled repayments after more than one year. The Group has an informal waiver of these non-compliant covenants from the lenders and continues to meet its ongoing debt service obligations. There is no expectation that the lenders intend to demand immediate repayment of the amounts due. Naira working capital facility The Group has a four-year, 6.0 Billion Naira denominated working capital facility with FBN Merchant Bank. As at 30 June 2016, the USD equivalent amount drawn down on the facility was $21.3 million (31 December 2015: $30.2 million). The facility bears interest at NIBOR plus 4% per annum and requires a mandatory full repayment of outstanding principal annually until 2019. (ii) Other loans Senior secured loan notes The Group has Senior Secured Loan Notes listed on the Irish Stock Exchange. The total principal outstanding at 30 June 2016 was $300.0 million (31 December 2015: $300.0 million). $50.0 million of loan notes were issued to the International Finance Corporation, a security holder and related party of the Group. The notes, issued at a discount, mature in 2021 and have a fixed coupon of 10.25%, paid semi-annually. Private bond The Group has a Private Bond issued to the Nigeria Sovereign Investment Authority. The total principal outstanding at 30 June 2016 was $100.0 million (31 December 2015: $100.0 million). The Bond, issued at par, matures in 2021 and has a fixed coupon of 10.5%, paid semi-annually. 15 Seven Energy International Limited Notes to the Interim Report 14. Borrowings (continued) Senior secured term loans The Group has two additional senior secured term loan facilities which are pari passu with the Senior Secured Loan Notes and Private Bond, and have similar covenant requirements. These facilities are described below: Senior Secured Term Loan Facility I – $25.0 million loan commitment for a term of four and a half years, with an option to extend for a further 18 months, subject to further approval. The repayment of any outstanding balance is due at the end of December 2019. During the term, amounts can be redrawn or repaid at any time. Interest accrues on the principal at US LIBOR plus 10.25% per annum and is payable quarterly. As at 30 June 2016, $25.0 million was outstanding (31 December 2015: $25.0 million). Senior Secured Term Loan Facility II - $26.8 million loan commitment with a term of five years. Loan repayments commence annually from December 2016 at approximately 10.0% of the total commitment until 2019, with the remaining balance due by June 2020. Interest accrues on the principal at US LIBOR plus 10.25% per annum for the first 18 months, increasing by 0.5% per annum every six months thereafter. Interest is payable semi-annually. As at 30 June 2016, $26.8 million was outstanding (31 December 2015: $26.8 million). Promissory note The Group has a remaining $6.0 million promissory note (31 December 2015: $6.0 million) issued as part consideration for the acquisition of Afren Global Energy Resources Limited in 2014. The initial note was interest bearing at US LIBOR plus 10.0% per annum (payable semi-annually) and was repayable on 12 June 2016. Prior to this date the Company agreed with the lender to increase the note to $12.0 million such that a further $6.0 million is available to be drawn. The revised terms of the note include interest at 3-month US LIBOR plus 11.25% per annum (payable quarterly in arrears), and repayable within 12 months from the date of the further drawdown: $6.0 million payable six months from the date of the of the further drawdown and thereafter six monthly repayments of $1.0 million each. The further drawdown of $6.0 million was received on 19 July 2016. (iii) Unsecured borrowings at amortised cost Loans from related parties The Group, through its subsidiary Universal Energy, holds a 1.5 Billion Naira denominated loan due to Akwa Ibom Investment and Industrial Promotion Council (a minority shareholder in Universal Energy) for $5.4 million (31 December 2015: $7.8 million). The outstanding balance is disclosed within Current borrowings as Universal Energy’s management continue to discuss with the lender the terms of a new agreement. 16 Seven Energy International Limited Notes to the Interim Report 15. Note to the cash flow statement Loss for the period Adjustments for: Investment revenues Financing costs Depreciation and amortisation Depletion Loss on disposal of property, plant and equipment Tax credit Share-based payment expense Unrealised foreign exchange gains Operating cash flows before movements in working capital Increase in inventories Decrease/(increase) in receivables Increase in payables Deferred revenue (decrease)/increase Net cash provided by operating activities 16. Six months ended Six months ended 30 June 2016 30 June 2015 Unaudited Unaudited $000 $000 (4,513) (52,907) (326) 51,786 1,184 59,291 24 (2,055) 145 (28,356) (39) 47,442 1,643 78,100 (2,128) 2,738 (6,277) 77,180 (88,692) 18,628 34,477 (554) 68,572 (58,358) (44,187) 104,389 12,855 41,039 83,271 ICLN’s On 16 February 2016 the Company issued $100.0 million of ICLNs convertible into 500,001 shares at a conversion price of $200.00 per share. The movement in the value of ICLNs issued is set out in the Condensed consolidated statement of changes in equity. 17. Business combinations No acquisitions occurred during the six months ended 30 June 2016. Details of acquisitions made during the year ended 31 December 2015 can be found in the Group’s audited 2015 Financial Statements. 18. Financial risk management The Group’s activities expose it to a variety of financial risks including commodity price risk, foreign currency risk, credit risk, interest rate risk and liquidity risk. The condensed consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group’s audited consolidated financial statements for the year ended 31 December 2015. There have been no significant changes to the Group’s risk management policies since the year end. 19. Events after the reporting period There were no significant events after the balance sheet date which could have a material effect on the financial position of the Group as at 30 June 2016 and on the statement of comprehensive income for the six months ended on that date, which have not been adequately provided for or disclosed in these financial statements. 17
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