Report for Neptune Energy Group Midco Limited

Transcription

1 Report for

2 About Neptune Energy Group Neptune is an independent global E&P company. Having completed the acquisition of the exploration and production business of the ENGIE group ( EPI ) in February 2018, Neptune is now active across the North Sea, North Africa and Asia Pacific. The Company s parent company, Neptune Energy Group Limited, is backed by CIC and funds advised by The Carlyle Group and CVC Capital Partners. Further background information is available on the corporate website General Except as the context otherwise indicates, Neptune or Neptune Energy, Group, we, us, and our, refers to the group of companies comprising (the Company) and its consolidated subsidiaries and equity accounted investments. EPI refers to the business of ENGIE E&P International S.A. (now renamed Neptune Energy International S.A.) and its direct or indirect subsidiaries. This report includes the results of the acquired EPI business consolidated since 15 February 2018, which is the acquisition date as that is when Neptune acquired control over EPI. Equivalent data for Neptune for the corresponding reporting period ended 30 September 2017, starting when the Company was incorporated on 22 March 2017, are generally not informative, as the Company had minimal activity at the time, principally comprising only minor administration expenses. Therefore, in respect of certain measures, including production, EBITDAX and capital expenditure, we have provided additional approximate pro forma information relating to the acquired EPI business, to enable a comparison of the results for the full nine months ended 30 September 2018 (including the period prior to our acquisition on 15 February) with those for the nine months ended 30 September In this report, unless otherwise indicated, our production, reserves and resources figures are presented on a basis including our ownership share of volumes of companies that we account for under the equity accounting method, in particular, for the interest held in the Touat project in Algeria through a joint venture company. Production for interests held under production sharing contracts is reported on an entitlements basis. The discussion in this report includes forward looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to materially differ from those expressed or implied by the forward looking statements. While these forward-looking statements are based on our internal expectations, estimates, projections, assumptions and beliefs as at the date of such statements or information, including, among other things, assumptions with respect to production, future capital expenditures and cash flow, we caution you that the assumptions used in the preparation of such information may prove to be incorrect and no assurance can be given that our expectations, or the assumptions underlying these expectations, will prove to be correct. Any forward-looking statements that we make in this report speak only as of the date of such statement or the date of this report. This report contains non-gaap and non-ifrs measures and ratios that are not required by, or presented in accordance with, any generally accepted accounting principles ( GAAP ) or IFRS. These non-ifrs and non-gaap measures and ratios may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under IFRS or GAAP. Non-IFRS and non-gaap measures and ratios are not measurements of our performance or liquidity under IFRS or GAAP and should not be considered as alternatives to operating profit or profit from continuing operations or any other performance measures derived in accordance with IFRS or GAAP or as alternatives to cash flow from operating, investing or financing activities. 2

3 Highlights Production Neptune Energy (note a) Information in relation to EPI September 2018 (period 15 February to 30 September) 9 Months to September 2018 (note c) 9 Months to September 2017 Total production (mmboe) Daily average production (note b) Dry gas production (kboepd) Gas production for sale as LNG (kboepd) Liquid production (kbpd) Total production (kboepd) a) Neptune owned no producing assets in 2017 and hence production for 2017 was nil. b) Production for this period for Neptune relates to the post acquisition period only, from 15 February 2018 to 30 Sept Average daily production is therefore calculated over 228 days, in order to provide data comparable with other periods. c) Production for the nine months to 30 September 2018 for EPI, as above, is analysed by quarter in the following table: Q Q Q Total Gas production (kboepd) Total Gas production for sale as LNG (kboepd) Total Liquid production (kbpd) Total production (kboepd)

4 Summary of financial results Period to 30 September 2018 (note a) $ millions Revenues 1,712.9 EBITDAX (note b) 1,309.7 Operating profit (note c) Profit before tax Net profit Net profit before acquisition-related expenses (note d) Cash flow from operations, after tax before acquisition related expenses (note d) Net debt (book value) 1,199.7 a) Results for this period consolidate the acquired EPI business for the post acquisition period, from 15 February 2018 to 30 September 2018 and VNG Norge effective end September b) EBITDAX comprises net income for the period before income tax expense, financial expenses, financial income, non-recurring acquisition-related expenses, mark-to-market adjustments on commodity contracts, exploration expense and depreciation and amortisation, c) Operating profit comprises current operating income after share in net income of entities accounted for using the equity method, and is stated before tax, finance costs, mark to-market on commodity contracts and non-recurring items. d) Adjustment for acquisition-related expenses and taxes of $60.4 million incurred in connection with the EPI acquisition and a further $2.0 million in respect of VNG Norge. e) The Group s result for the period ended 30 September 2017 was a loss before and after tax of $1.7 million due to administrative expenses. Pro forma information relating to EPI business 9 Months ended September Months ended September 2017 $ millions $ millions EBITDAX 1, Cash development capital expenditure (note f) f) Includes expenditure of $53 million for period to 30 September 2018 and $53 million for period to 30 September 2017 in respect of the Touat project, held by a joint venture company which Neptune accounts for under the equity method. 4

5 Summary This is Neptune Energy s second report since we completed the acquisition of the worldwide oil and gas exploration and production business of ENGIE ( EPI ) in February 2018 and the subsequent bond issue. We are pleased to be able to report a strong operating and financial performance for the period ended 30 September 2018, as well as the completion of our acquisition of VNG Norge. Key achievements since completing the acquisition of EPI, have included: A strong production performance of the acquired business, with average production of kboepd in the period from acquisition to 30 September 2018 despite the summer maintenance programme; Significant progress in the integration of the acquired group of companies, including strengthening of the management team through the recruitment of several key managers to lead our operations, technical, projects and business development functions; An improvement of the main HSSE metrics across the entire organisation highlighting an increased focus in this key area; Early progress in further strengthening of our core businesses through agreements reached for two further acquisitions: the acquisition of VNG Norge AS, adding a portfolio which is strongly complementary to our existing Norwegian business, that will provide significant additional production from 2021; and the purchase of two UK central North Sea growth assets from Apache Corporation. Highlights of our financial results for period to 30 September 2018, reflecting EPI being consolidated for seven and a half months from 15 February 2018, include: A realised oil price of $70.7 per barrel and dry gas sales price of $7.8 per mcf, before hedging; Operating cash flow (post tax) before non-recurring acquisition-related expenses of $802.8 million; Net income before non-recurring acquisition-related expenses of $241.5 million (reported net income after all expenses of $179.1 million); Net cash inflow before acquisition costs and related expenses of $621.9 million; Net debt at 30 September 2018 of $1,199.7 million; net debt to 12 month pro forma EBITDAX of 0.61 times and leverage (net debt to total capital1) of 40%; Cash flow strength and the bond issue result in total headroom, including undrawn debt facilities, of over $1 billion at 30 September Since the closing in February, we have continued to identify and progress additional opportunities within our acquired portfolio to add reserves and strengthen the medium term production outlook. Together with the strong production performance and financial results, and the benefit we derive from the present strength in gas prices, Neptune Energy is now well established as a strong, new independent E&P company. 1 Interest bearing debt, net of cash, to aggregate of net debt plus equity. 5

6 Operating review Health, safety, security and environment Health, safety, security and the environment (HSSE) is of primary importance to Neptune Energy and all our operations. We aim for continuous improvement and industry-leading standards in HSSE performance. In the third quarter, performance continued to improve across all our operating countries, resulting in overall improvement compared with the second quarter. However, we recognise we have further progress to make and have adjusted targets to more challenging levels to reflect our tighter focus. At our Touat project in Algeria, construction activity continued at a high level, with an average of one million working hours per month. HSSE results at Touat are within target levels, but require constant vigilance. HSSE efforts have increased to ensure the project is ready for the phase when hydrocarbons are introduced into the facilities. We continue to embed our Safety Culture Project, which serves to reiterate safety basics and establish HSSE objectives. This aims to drive structural improvement in HSSE performance and is already proving successful. We are now introducing new modules worldwide, largely focussing on risk awareness and safety basics. The International Association of Oil and Gas Producers published its Environmental Performance Indicators for 2017, which showed Neptune Energy to be among the top quartile performers. We continue to work on improving our performance further, with the ongoing Nitrous Oxide elimination projects in the Netherlands, emissions reduction project in Germany and the improvements in produced water quality in the UK. Operations Across the business, we are taking a rigorous approach to production management, applying high levels of oversight and transparency to all aspects, including reservoir management and production reporting. Our active approach to well production management is delivering results with improved production volumes and availability. Neptune Energy produced 36.6 mmboe in the period ended 30 September (2017: nil), or kboepd, which reflects the results from the acquisition of EPI for seven and a half months from 15 February On a pro forma basis, production would have been 44.1 mmboe, or kboepd, had EPI been consolidated from 1 January This is slightly higher than EPI s production of 41.3 mmboe, or kboepd, for the equivalent period in 2017, which was a result of higher production in Indonesia and the UK, offsetting natural decline in Norway and the Netherlands. Production in Q3 was kboepd (Q3 2017: kboepd). This reflected the impact of the planned annual programme of shutdowns in most countries and was in line with the plan and previous guidance for the year. On a regional basis, production changes compared with the same period last year, using pro forma data for the full nine-month period to 30 September 2018 compared with EPI historical production for the same period of 2017, are described below. In Norway, production was 3 per cent lower than the equivalent period in 2017 because of natural declines. However, this was mitigated somewhat by the reduced impact of onshore terminal planned shutdown. Production in the UK, from the Cygnus field, was 8 per cent higher than the previous year, reflecting the continued benefit of the debottlenecking undertaken during Cygnus has been subject to two unplanned shutdowns in the reporting period, both of which were directly as a result of corrosion failures to the vent line. This corroded section of the piping has now been replaced. The entire line will be replaced by a permanent corrosion-resistant alloy section in next year s shutdown, which will ensure that going forward, it is a more robust facility in the future. Higher Cygnus production more than offset cessation of production from the non-operated CMS assets which occurred in August. In the Netherlands, production was 14 per cent lower than 2017 as a result of natural field declines. German production for the period was flat. Production outside Europe in our International segment increased significantly on the same period in In Indonesia, production was higher than last year following the start-up of Jangkrik in May 2017, and also above plan as the shutdown planned for August was deferred until next year. We shared in the sale of 17 LNG cargoes during Q3 and a total of 54 in the period to 30 September Production was also higher in Egypt, due to the start-up of wells Karam-9 (H) and Bagha C101-2 in Alam El Shawish West in July. 6

7 Summary of production by area Neptune Energy September 2018 (note 1) 9 Months ended September 2018 Information in relation to EPI 9 Months ended 30 September 2017 Gas production (kboepd) Norway UK The Netherlands Germany Outside Europe (note 2) Total gas production (kboepd) Gas production for sale as LNG (kboepd) Norway Outside Europe (note 2) Total Gas production for sale as LNG (kboepd) Liquid production (kbpd) (note 3) Norway UK The Netherlands Germany Outside Europe (note 2) Total Liquid production (kbpd) Total production (kboepd) Norway UK , The Netherlands Germany Outside Europe (note 2) Total production (kboepd) ) Daily average production over the period 15 February to 30 September. 2) Outside Europe includes assets located in North Africa and Asia Pacific. 3) Liquid includes oil and condensate and other natural gas liquids. 7

8 Projects Our principal operated development projects underway in 2018 are the Touat gas development onshore in Algeria and the Fenja, P1 and the Cara oil and gas subsea tie-backs in Norway. Non-operated development projects include the Njord field re-development, Bauge and Askeladd field developments and additional Fram development wells, all of which are in Norway. We are also providing the host facilities for the Nova development at our Gjøa facility and for the planned Pegasus subsea tie-back to the Cygnus platform in the UK. On completion of the relevant agreements, we will add to our operated project portfolio, the Seagull subsea development in the UK. Touat (Neptune 35% interest held through Touat joint venture; Neptune and Sonatrach co-operators): Construction of the central processing facility continues and the overall project is now 93 per cent complete. As a result of targeted interventions, there has been some improvement in both HSSE performance and productivity. First export gas at capacity is expected by the end of the first half of P1 and Cara (Operator; Neptune 30% in both licences): These projects have the potential to be combined to save costs and are in their pre-sanction phase. The tie-back to existing Gjøa subsea infrastructure is 5km for the PL636 Cara and 2km for the PL153 P1, respectively. Sanction of both projects is planned for early 2019 with an anticipated first hydrocarbon date by the end of Fenja (Operator; Neptune 30%): This is a six well development, tied back to Njord A and Njord B. The project has been sanctioned and is in execution phase. It continues on cost and on budget, with an anticipated first hydrocarbon date by the end of Njord re-development (Neptune 20%): The project remains on schedule and on budget, with production re-start anticipated by the end of Askeladd development (Neptune 12%): Sanctioned in March this year, the project is a three well subsea tie-back to the Snøhvit LNG project. The project remains on track for first hydrocarbons by the end of Bauge development (Neptune 10%): This is a three well subsea tie-back to be linked to the Njord facility. First hydrocarbons are expected by the end of 2020 and the project remains on schedule and on budget. Fram 3 Well development (Neptune 15%): This project will see three new development wells at Fram, re-using existing subsea infrastructure and tie-back to the Troll C semi-submersible facility. First hydrocarbons are expected in the fourth quarter of The project remains on schedule and on budget. We are also operating the host platform facilities project at the Gjøa platform in Norway for the Nova development. Nova production will benefit the Gjøa hub through a tariff income stream and synergies with the P1 and Cara projects. In Australia, we continue to evaluate potential options for commercial development of the substantial Petrel gas discovery in the Bonaparte basin. Decommissioning: In the Netherlands preparation of the removal of L10 C/D/G platforms has commenced, ready for the heavylift in mid In the UK, partner and regulator engagement has commenced and budget and schedule planning is underway for the removal of the Minke and Juliette subsea tie-back facilities. Exploration In the Alam El Shawish licence in Egypt, the Bagha C-88 exploration well was spudded at the start of September by the operator, Shell. Drilling operations were completed in October 2018 and testing operations are ongoing. In early October, we were formally awarded with two exploration licences by the UK Oil and Gas Authority (OGA) near the Cygnus field. We have now begun the initial exploration phase of our seven operated blocks in the Greater Cygnus area. Initial exploration has also begun on the one non-operated block, the North Cavendish prospect with our partner, Spirit Energy. In mid-october we spudded an exploration well on the Silfari prospect in the Norwegian Sea. Drilling continues on the well, which is operated by Lundin. Later in October we also spudded the Cygnus FB9 exploration well. Drilling continues on the well, with the aim of adding production in the mid-term to the existing Cygnus infrastructure. In Germany, the onshore Schwegenheim exploration well was delayed and is now expected to start in Q on the Römerberg licence. In the period to 30 September 2018, total cash spend on exploration and appraisal (E&A) was $57.8 million, of which $11.8 million was capital expenditure. Including the period 1 January to the acquisition date of 15 February 2018, exploration expenditure by the EPI business for the nine months ended 30 September 2018 was $61.1 million, of which $14.6 million was capital expenditure. 8

9 A significant proportion of the expense ($25.9 million) was incurred on acquisition of new seismic data in areas where we have recently been awarded new licences and to upgrade our exploration database. Business development On 28 September 2018 we completed the acquisition of 100 per cent of the share capital of VNG Norge AS ( VNG Norge renamed Neptune E&P Norge AS), just three months after we entered into the sale and purchase agreement on 28 June The VNG Norge asset base is highly complementary to Neptune Energy s existing Norwegian portfolio and is in line with our strategy of expanding our position in key jurisdictions with high quality and complementary assets. Following completion of the transaction, we are close to finalising the merger process of Neptune Energy Norge AS and Neptune E&P Norge AS in line with Ministry of Petroleum and Energy regulations preventing a company operating with two separate E&P companies on the Norwegian continental shelf. Our acquisition of a 35% working interest in the Seagull development and a 50% working interest in the Isabella exploration prospect from Apache Corporation (signed on 1 August 2018) is progressing well through customary conditions, including regulatory approvals. We expect to complete the transaction before the end of this year. Management organisation We have continued to build the management team with three further appointments. Armand Lumens was appointed Chief Financial Officer on 22 October and will take up the role on 1 December. The Board is grateful to Peter Thomas for the formative role he has played in the company s creation and the fundamental role he has played in the success of Neptune Energy to date. We also announced the appointments of new managing directors for our businesses in Norway and the Netherlands. Odin Estensen will join as Managing Director of our Norwegian business at the beginning of 2019, while Lex de Groot took up the role as Managing Director of our Netherlands business in September. Both have more than 25 years experience in the oil and gas sector. The new processes we put in place during the first half of the year are already delivering results and the business is already benefiting from better performance reporting and tighter financial management. 9

10 Financial review We completed the acquisition of 100% of the share capital of ENGIE E&P International S.A. ( EPI ) on 15 February, EPI was the holding company for the worldwide exploration and production business of ENGIE, a large and diversified French energy, water and utility group. We acquired 70% of the shares of EPI from ENGIE, for cash, as well as the 30% owned by China Investment Corporation (CIC). See Note 4 to the condensed financial statements regarding details of the acquisition and funding. CIC consequently became a shareholder in the company s parent, Neptune Energy Group Limited. At the same date, we arranged the repayment of certain loans provided to EPI by the ENGIE group. This report therefore includes the results of the acquired EPI business consolidated since 15 February 2018, which is the acquisition date as that is when Neptune acquired control over EPI. As the effective date, or locked-box date, of the EPI acquisition was 1 January 2016, Neptune has received the economic benefits of cash flows relating to the EPI business since that date, with cash flow for the interim period to closing of the acquisition effectively forming an adjustment to the acquisition price for accounting purposes. Comparative data for Neptune for the corresponding reporting period ended 30 September 2017, starting when the Company was incorporated on 22 March 2017, is not informative as Neptune had minimal activity for the period to 30 September 2017, principally comprising administration expenses in preparation for the EPI acquisition. Therefore, in respect of certain measures, including production, EBITDAX and capital expenditure, we have provided additional approximate pro forma information relating to the acquired EPI business, to enable a comparison of the results for the nine months ended 30 September 2018 (including the period prior to the EPI acquisition on 15 February) with those for the nine months ended 30 September In accordance with IFRS standards for accounting for business combinations, we have recorded the acquired assets and liabilities of EPI as at the acquisition date at their fair values, or otherwise as required by IFRS. Oil and gas assets acquired were recorded at the net present value of expected future cash flows, post-tax, based on independent reserves reports, management plans and expectations and using projections of oil and gas prices based on a combination of forward prices and long term company assumptions. Liabilities were established in respect of decommissioning costs, post-employment benefits and deferred taxes. The assigned fair values are provisional and are subject to adjustment based on availability of additional information. The business combination accounting of EPI resulted in the recognition of $774.5 million of goodwill (revalued to $742.5 million as at 30 September 2018) and the acquisition of VNG Norge on 28 September 2018 resulted in the recognition of goodwill of $88.0 million. In each case, the goodwill arises largely as a result of the requirement to recognise deferred tax provisions in respect of differences between the fair value of oil and gas assets recorded in PP&E and their tax base available as future tax deductions. The acquisition of 100% of the share capital of VNG Norge, for cash consideration, was completed on 28 September The business combination accounting, following the same principles as above, was effective from that date so is reflected in the Group balance sheet as at the end of the third quarter, and the results of VNG Norge will be consolidated from the start of the fourth quarter. 10

11 Results of operations Neptune Energy Period to September 2018 (note a) US$ millions 9 Months ended 30 September 2017 Sales 1,712.9 EBITDAX (note b) 1,309.7 (1.6) Operating profit (note c) (1.6) Profit before tax (1.7) Net Profit (1.7) Net income before acquisition-related expenses (note d) (1.7) a) Results for this period consolidate the acquired EPI business for the post acquisition period only, from 15 February 2018 to 30 September b) EBITDAX comprises net income for the period before income tax expense, financial expenses, financial income, non-recurring acquisition-related expenses, mark-to-market adjustments on commodity contracts, exploration expense and depreciation and amortisation. c) Operating profit comprises current operating income after share in net income of entities accounted for using the equity method, and is stated before tax, finance costs, mark- to-market on commodity contracts and non-recurring items. d) Adjusted for acquisition-related expenses and taxes of $62.4 million incurred in connection with the EPI and VNG Norge acquisition. Total sales for the period ended 30 September 2018 were $1,712.9 million, reflecting total production of 36.6 mmboe and realised prices, before and after hedging, as shown in the table below. Our results benefited from strengthening markets for both oil and gas. The Brent crude price averaged $72.13 per barrel for the nine months to 30 September 2018 and our average realised oil price was $70.7 per barrel for the period. The LNG sales prices are linked to a combination of movements in oil and gas market prices, depending on the contract. Realised prices data: Neptune Energy Information in relation to EPI 15 February to September Months ended 30 September Months ended 30 September 2017 Excluding impact of hedging: Average realised gas price ($/mcf) Average realised LNG price ($/mcf) Average realised oil price ($ /bbl) Average realised price, other liquids ($ /bbl) (note 1) Including impact of hedging: Average realised gas price ($/mcf) Average realised LNG price ($/mcf) Average realised oil price ($ /bbl) Average realised price, other liquids ($ /bbl) (note 1) ) Other liquids includes condensate and other natural gas liquids 11

12 Operating costs were $354.4 million for the period to 30 September 2018 and our average operating cost per boe produced was $10.0/boe. This compares with average operating cost per boe of $11.1/boe for EPI for the year The lower per boe cost partly reflects reduced expense for LPG purchases at Jangkrik used for blending to meet LNG export specifications. Operating costs for the purpose of per boe expense are adjusted by $9.8 million for the period ended 30 September 2018 to exclude changes in the value of under-lifted entitlement to production and to net-off income from tariffs and services which serve to recover costs. Depreciation and amortisation expense of $427.5 million reflects an uplift in asset carrying values as a result of fair valuation of assets required for purchase accounting for the EPI business combination. The charge represents $11.7/boe produced. No impairment expense was required in the period. Exploration expense of $46.0 million reflects a higher-than-normal level of expense for seismic data acquisition as the group seeks to add new licences and additional data to support upcoming exploration programmes and as part of commercial arrangements to ensure ongoing access to data historically acquired by EPI, following its change of control. General and administration expense of $56.2 million includes approximately $7 million non-recurring expenses related to recruitment and establishing Neptune as a new E&P company. Share in net income of entities accounted for under the equity method principally represents tariff income of one of our Dutch pipeline interests. The Group s operating profit for period to 30 September 2018, reflecting the EPI contribution consolidated for seven and a half months from 15 February 2018, was $833.4 million. Group EBITDAX for the period to 30 September 2018 was $1,309.7 million, and for the full nine months to 30 September 2018 pro forma EBITDAX including the EPI business from 1 January 2018 to the acquisition date was $1,481.6 million, compared with $954 million for the same period of The increase in EPI EBITDAX principally reflects higher realised prices and higher production in The loss on mark to market of derivatives of $27.6 million relates to economic hedging transactions that do not qualify for hedge accounting treatment, and reflects the mark-to-market adjustment, net of previously recognised value changes recycled to sales in the period of the related physical production. Non-recurring acquisition-related expenses were $62.4 million, reflecting the requirement to charge business combination transaction expenses and related costs (such as taxes levied in respect of share transfers and change of control) to net income. Financial expenses were $80.3 million for the period, and include interest costs and unwinding of discounting of provisions. The tax charge for the period represents 73% of pre-tax income, which is unusually high as the pre-tax result reflects acquisition expenses of $62.4 million on which no tax relief is presently assumed. Adjusting for this item, the effective tax rate was 67% of pre-tax income. Net income for the period was $179.1 million on a reported basis, or $241.5 million excluding non-recurring acquisition-related expenses of the EPI and VNG Norge acquisitions. Hedging Group policy is to seek to reduce risk related to commodity price fluctuations by using hedging instruments to set a floor for the sales realisations for a proportion of forecast revenues on a rolling basis, with reducing levels of hedging for each of the next three years. The group actively manages this hedging programme using a mix of swaps, forwards and options, including as option collar structures. At acquisition of EPI, we inherited a substantial hedge book which was novated from the ENGIE group to Neptune s bank group. As at the acquisition date, the net fair value (mark-to-market) of this hedge book was a net liability of $53.8 million, which is reflected in the acquisition balance sheet. The liability reflected generally rising commodity prices since the hedges were put in place in prior years. We have continued to hedge a proportion of revenues for future periods since closing the EPI acquisition, mostly using option collars. As at 30 September 2018, the approximate share of tax-effected production hedged for future periods was as shown in the table below. Hedges for the remainder of 2018 predominantly comprise swap contracts, with weighted average prices of $50.9 / barrel for oil and $5.28 / mmbtu for gas. The majority of hedges for subsequent periods are in the form of option collars. For oil, put options provide floors for the hedged volumes at a weighted average of approximately $58 / barrel for 2019 and $59 / barrel for 2020, with upside capped at around $75 to $77 / barrel on the hedged volumes. For gas, put options provide weighted average floor prices for the hedged volumes at $5.9 / mmmbtu for 2019 and 2020, with average call strikes just above $7.5 / mmbtu. 12

13 Aggregate post-tax hedge ratio: Q Oil 35% 46% 16% 0% Gas 77% 54% 32% 13% 1) Oil price hedges include hedges of realisations for gas production sold as LNG and priced in relation to oil prices. 2) Post tax hedge ratios adjust for different tax rates on physical sales and hedge gains and losses, which mean that effective post tax hedges can be achieved through hedging contracts for volumes which may be significantly less than anticipated sales. The estimated net fair value (comprised of current and non-current assets and liabilities) on a mark-to-market basis of all our commodity derivative instruments at 30 September 2018, was a liability of $315 million, before tax, of which $109 million relate to contracts expiring in Cash flow Operating cash flow, after cash taxes, for the period to 30 September 2018 was $740.4 million. Adjusted to exclude expenses relating to business combinations, this would have been $802.8 million. Cash taxes were $293.6 million and largely relate to Norwegian taxes. The effective rate of cash tax as a percentage of pre tax operating cash flow was 28%. Capital expenditure Cash capital expenditure for the period to 30 September 2018, before acquisitions, was $139.3 million, including $11.8 million of capitalised exploration expenditure. This excludes expenditure at the Touat project, where the joint venture is accounted for under the equity method of accounting as an associate. Our statement of cash flows reflects investment at Touat in terms of the cash injections made to fund the joint venture company, which were nil in the period as the JV had been well-funded ahead of completion of the EPI acquisition. Neptune Energy In $ millions Period to September 2018 (note a) Investing cash flows: Development capex Exploration capex 11.8 Acquisitions 3,550.2 Total cash capital expenditure 3,701.3 a) Results for this period relate to the post acquisition period only, from 15 February 2018 to 30 September Total exploration expenditure comprised the $11.8 million cash capex plus $46.0 million expensed in respect of G&G costs. Development cash capex was $139.3 million. We have experienced some slippage and deferral of capex in 2018 compared with our plans and the original budgets prepared by EPI. We have also seen re-phasing of some activities within the Njord project and reduced spend in Germany. On a pro forma basis, including capital expenditure prior to the EPI acquisition date, and including $53 million expenditure in respect of our 35% indirect share of the Touat project, capital expenditure by EPI for the nine months ended 30 September 2018 was $247 million, compared with $508 million for the same period of 2017 on a comparable basis. The reduction in capex compared with the same period in 2017 principally reflects the completion of the Jangkrik project in mid 2017 and full completion of the Cygnus project including the Bravo production platform in August We incurred $26 million on decommissioning expenditure in the period to 30 September 2018, principally at the L10 hub offshore the Netherlands. 13

14 Acquisitions Investment in acquisitions totalling $3,550.2 million includes the EPI acquisition, including adjustment payments and receipts under the sale and purchase agreement (SPA) which arose subsequent to closing, of $3,205.2 million and the VNG Norge acquisition at $345.1 million (net of acquired cash of $67.5 million). The purchase consideration for VNG Norge includes significant value for tax losses within the business. We expect that, at present commodity price levels, approximately $150 million value for these losses will be realised in 2019 due to synergies between the tax positions of the Neptune and VNG businesses in Norway. On 1 August 2018 we entered into a SPA to acquire certain development and exploration assets in the UK Central North Sea from a subsidiary of Apache Corporation ( Apache ). Neptune will acquire Apache s 35% working interest in the Seagull development and a 50% working interest in the Isabella exploration prospect. The proposed transaction is subject to regulatory approvals, with completion expected later this year. Consideration for the acquisition is $70 million, based on an effective date of 1 January 2018, and subject to customary adjustments. Acquisition costs of $62.4 million represent the purchase of EPI ($60.4 million) and VNG Norge AS ($2.0 million). The net cash outflow on acquisition of VNG, net of cash acquired, was $345.1 million. Financing and liquidity In connection with the EPI acquisition, in February 2018 we issued $1.98 billion of equity. This includes shares issued in consideration for a promissory note used to acquire the 30% stake in EPI previously owned by CIC. We also received funding under three debt facilities used as part of the acquisition: We borrowed $1,010 million and 300 million under our $2 billion borrowing base bank credit facility. We have since repaid $510 million and 100 million, including out of the proceeds of the bond issue noted below; We assumed $187.2 million of debt under the Touat project finance facility provided by ENGIE and have drawn an additional $5.6 million in the period to 30 September for capitalised interest. This facility is available to be used to finance half of the capital expenditure required for our indirect 35% interest in the Touat gas development and is repayable only from the net revenues of the Touat project in almost all circumstances; We borrowed $100 million from our parent company as a subordinated loan, due 2024, representing the on-lending of a vendor loan facility provided to the parent company by ENGIE. We repaid a shareholder loan of 3.3 million provided by the parent company to fund pre-acquisition expenses. On 12 May 2018 we issued $550 million of Senior Notes due 2025, paying a 6.625% coupon, to re-finance part of the acquisition bank debt, increase average maturity of debt and increase the Group s liquidity and financial flexibility. The bond was upsized from an initial $500 million following strong investor demand and placed with a broad range of investors in the UK, US, Europe and internationally. We secured long-term issuer credit ratings in preparation for the bond issue of BB- from Standard & Poor s and Ba3 from Moody s. On 28 September 2018 we completed the acquisition of VNG Norge AS and funded the transaction with a $300 million drawdown under our borrowing base bank credit facility, with the remainder being paid with existing cash balances. At 30 September 2018 we had cash balances totalling $300.9 million and available and undrawn headroom under the borrowing base facility of $1,064 million. The availability of the bank facility depends on a borrowing base calculated by reference to the net present value of future cash flows of the secured assets. From the 1 October 2018 the borrowing base reduced by $69 million, but has subsequently increased by $256 million following accession of VNG Norge to the facility. At 30 September 2018 we had $28 million of letters of credit outstanding, of which $17 million were drawn down under an ancillary facility under the credit facility. We have entered into $400 million of interest rate swaps to adjust our exposure to floating interest rates to fixed rates, maturing in Financial condition Adjusting for expenses related to business combinations, operating cash flows of $802.8 million more than covered investing cash flows before the cost of the EPI acquisition of $151.1 million plus net finance costs of $29.8 million, resulting in a free cash flow surplus of $621.9 million for the period to 30 September After the EPI acquisition and financing activities summarised above, we ended the period with gross interest-bearing debt of $1,500.6 million (book value) and net debt of $1,199.7 million. This represents a ratio of 0.61 times pro forma EBITDAX for the 12 months ended 30 September Pro forma leverage (net debt to total capital) was 40.3% as at 30 September Outlook The production outlook remains in line with previous guidance, with average daily production for the full year 2018 anticipated to remain approximately in line with the kboepd reported for the period to 30 September 2018, with a modest contribution from 14

15 the acquired VNG Norge assets in Q4. On a full year basis for 2018, we expect to incur development capital expenditure, excluding the cost of acquisitions, but including our share of Touat project expenditure, of approximately $430 million and exploration expenditure (expense and capex) of around $125 million. This includes $42 million for VNG Norge in Q The acquisition of the Seagull asset from Apache is expected to add approximately a further $75 million to full year capex, including expenditure to be incurred in We anticipate that this level of total capex and exploration expenditure, as well as the acquisition cost of VNG Norge ($345 million) will be covered by full year post tax operating cash flow, based on current commodity prices. The Group s performance in this first year of operation has seen strong trading conditions and operating cash flow, ahead of that which was forecast at the start of the period. The Company expects to declare and pay a dividend to its shareholder of $380 million before year end. After taking into account this dividend, we expect our leverage at year-end to be below 1.0x (net debt/ebitdax) and our liquidity to be in excess of $1.0 billion. Throughout 2018, we have maintained an active hedging programme. At present, approximately 50% of forecast 2019 production, on a post tax basis, is underpinned by hedging already in place. Risks and Uncertainties Investment in Neptune involves risks and uncertainties as described in the company s Offering Memorandum dated 1 May As an oil and gas exploration and production company, exploration results, reserve and resource estimates and estimates for capital and operating expenditures involve inherent uncertainties. A field s production performance may be uncertain over time. The Group is exposed to various forms of financial risks, including, but not limited to, fluctuation in oil and gas prices, currency exchange rates, interest rates and capital requirements. The Group is also exposed to uncertainties relating to political risks, the international capital markets and access to capital and this may influence the speed with which growth can be accomplished. 15

16 NEPTUNE ENERGY GROUP MIDCO LIMITED UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 16

17 Condensed Consolidated Statement of Profit and Loss Notes Nine months ended 30 September 2018 Period from 22 March to 30 September 2017 Revenues 3 1,712.9 Operating costs (354.4) Depreciation, amortisation and provisions (427.5) GROSS PROFIT Exploration costs (46.0) General and administration expenses (56.2) (1.6) Share in net income from joint ventures (equity method) 4.6 NET OPERATING PROFIT AFTER EQUITY ACCOUNTED INVESTMENTS (1.6) Mark-to-market on commodity contracts other than cash flow hedges 1 (27.6) Restructuring costs 2.8 Business combination transaction costs (62.4) PROFIT BEFORE FINANCIAL ITEMS (1.6) Financial expenses (80.3) (0.1) Financial income 3.3 PROFIT BEFORE TAX (1.7) Income tax expense 5 (490.1) NET PROFIT (1.7) All profits and losses arise as a result of continuing operations. Condensed Consolidated Statement of Other Comprehensive Income Notes Nine months ended 30 September 2018 Period from 22March to 30 September 2017 Profit for the Period (1.7) Other comprehensive Income: Items that may be reclassified to the Profit and Loss Hedge adjustments net of tax (note 1) (170.0) Foreign currency translation (91.8) Other Comprehensive Income Net of Tax (261.8) Total Comprehensive Loss for the period (82.7) (1.7) 1) Income tax related to hedge adjustments is US$109.6 million (2017: nil) 17

18 Condensed Consolidated Statement of Financial Position Notes 30 September December 2017 NON-CURRENT ASSETS Intangible assets Goodwill Property, plant and equipment 7 3,840.8 Derivative instruments Investments in entities accounted for using the equity method Other non-current assets Deferred tax assets TOTAL NON-CURRENT ASSETS 5,957.1 CURRENT ASSETS Derivative instruments Trade and other receivables Inventories 83.9 Cash and cash equivalents Prepayments and other current assets TOTAL CURRENT ASSETS 1, TOTAL ASSETS 7, Share capital 12 1,977.1 Hedging reserve (170.0) Foreign currency translation (91.8) Retained earnings (deficit) (3.8) TOTAL EQUITY 1,890.6 (3.8) NON-CURRENT LIABILITIES Provisions 10 1,697.7 Long-term borrowings 8 1,500.6 Derivative instruments Non-current tax payable Other non-current liabilities 34.3 Deferred tax liabilities TOTAL NON-CURRENT LIABILITIES 4,073.7 CURRENT LIABILITIES Provisions Derivative instruments Trade and other payables 8 & Current tax payable Other current liabilities 8 & TOTAL CURRENT LIABILITIES 1, TOTAL EQUITY AND LIABILITIES 7,

19 For the six months ended 30 September 2018 Condensed Consolidated Statement of Equity Share Capital Hedging reserve Foreign currency translation Retained Earnings Total As at 1 January 2018 (3.8) (3.8) Profit for the period Other comprehensive income for the period (170.0) (91.8) (261.8) Total Comprehensive Income for the period (170.0) (91.8) (82.7) Transactions with Owners of the Company: Issue of ordinary shares related to business combinations 1, ,977.1 Total Contributions and Distributions 1,977.1 (170.0) (91.8) ,894.4 Balance 30 September ,977.1 (170.0) (91.8) ,890.6 Condensed Consolidated Statement of Equity Share Capital Retained Earnings Total As at 22 March 2017 (incorporation) Loss for the period (1.7) (1.7) Total Comprehensive Income for the period (1.7) (1.7) Transactions with Owners of the Company Issue of ordinary shares Total Contributions and Distributions (1.7) (1.7) Balance 30 September 2017 (1.7) (1.7) On incorporation 728 US$1 shares were allotted, called up and fully paid. 19

20 Cash Flows from Operating Activities Nine months ended 30 September 2018 Period from 22Mar to 30 September 2017 Profit before taxation (1.7) Adjustments to reconcile profit before tax to net cash flows: Depreciation, amortisation and provisions Financial expenses Financial income (3.3) - Net income from equity investments (3.9) - Fair value movement on commodity based derivative instruments (20.1) - Decommissioning expenditure (26.5) - Working capital adjustments (89.2) 0.3 Income tax paid (293.6) - Net cash flows from operating activities (1.4) Cash Flows from Investing Activities Expenditure on exploration and evaluation assets (11.8) - Expenditure on property, plant and equipment (139.3) - Expenditure on business combination and acquisitions, net of cash acquired (3,550.2) - Net cash flows from investing activities (3,701.3) - Cash Flows from Financing Activities Proceeds from issue of shares 1, Proceeds from new borrowings 1, Issue of bond Debt arrangement fees (80.6) - Repayment of borrowings (1,033.5) - Financial income received Financial costs paid (33.1) - Net cash flows from financing activities 3, Net increase in cash held Cash at 1 January Net foreign exchange differences (6.9) - Cash at 30 September

21 General information is a limited company, incorporated and domiciled in the United Kingdom. The registered office is located at Nova North, 11 Bressenden Place, London SW1E 5BY. The condensed consolidated financial statements of and its subsidiaries (collectively, the Group) for the nine months ended 30 September 2018 were authorised for issue in accordance with a resolution of the Board on 29 November The Group is principally engaged in oil and gas exploration and production. The information for the period ended 31 December 2017 contained within the condensed financial statements does not constitute statutory accounts within the meaning of section 434 of the Companies Act Statutory accounts for the period ended 31 December 2017 were approved by the Board of Directors on 7 March 2018 and delivered to the Registrar of Companies. The auditor reported on those accounts; the report was unqualified and did not contain any statement under section 498(2) or 498(3) of the Companies Act Basis of preparation The condensed consolidated financial statements for the nine months ended 30 September 2018 have been prepared in accordance with IAS 34 Interim Financial Reporting. The condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group s consolidated financial statements as at 31 December 2017 and the interim consolidated financial statements for the period ended 30 June 2018 which contains additional accounting policy disclosure following the acquisition of ENGIE E&P International S.A. (now renamed Neptune Energy International S.A). The preparation of financial statements in conformity with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed below in note 1.3 The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those followed in the preparation of the Group s annual consolidated financial statements for the period ending 31 December 2017 and are detailed below due to the implementation of new accounting policies related to businesses acquired during the period (see note 4) as well as the adoption of new standards effective as of 1 January The Group has not early-adopted any other standard, interpretation or amendment that has been issued but is not yet effective. 1.1 New standards, interpretations and amendments adopted by the Group The Group has applied IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments; implementation of these standards does not have any significant impact on the Group s previously reported financial statements as the Group neither reported any revenue nor held any financial instruments during IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement for annual periods beginning on or after 1 January 2018, bringing together all three aspects of the accounting for financial instruments: classification and measurement; impairment; and hedge accounting. IFRS 15 is a new standard under which revenue is recognised when the customer obtains control of goods or services promised in the contract, for the amount of consideration to which an entity expects to be entitled in exchange for said promised goods or services. Several other financial reporting amendments and interpretations apply for the first time in 2018, but do not have an impact on the interim condensed consolidated financial statements of the Group. In January 2016, the IASB has issued a new standard on leases, IFRS 16. The Group has elected not to early-adopt IFRS 16. Under the new standard, all lease commitments will be recognised on the face of the statement of financial position, without distinguishing between operating leases and finance leases. The impact of the transition as at January 1, 2019, is being finalised. The main impact we expect on the consolidated financial statements is a recognition in the right-of-use assets on the asset side and a recognition in the lease liabilities on the liabilities side, regarding leases for which the Group acts as a lessee and which are currently classified as operating leases. They mainly concern real estate, vessels such as supply boats and, potentially in future, drilling units. In the consolidated income statement, the reversal of the rental expenses of these operating leases will lead to a reduction in operating expenses and an increase in depreciation and financial expenses. 21