ANNUAL FINANCIAL REPORT London, 29 April 2013: As required by DTR 6.3.5( 3), Ophir Energy plc ( Ophir or the Company ) announces that its Annual Report, Notice of Annual General Meeting ( AGM ) and Form of Proxy for the 2013 AGM have been published and (excepting the Form of Proxy) are now available on the Ophir website: www.ophir-energy.com. This follows the release on 5 March 2013 of the Preliminary Results Announcement for the year endedd 31 December 2012 (the Preliminary Announcement ). In compliance with 9.6.1 of the Listing Rules, the Company has today submitted copies of the following document to the National Storage Mechanism and thesee will shortly be available for inspection at www.hemscott.com/nsm.do: Annual Report and Accounts for the year ended 31 December 2012 Notice of 2013 AGM Form of Proxy for the 2013 AGM The Ophir Annual Report will be delivered to the Registrar of Companies in due course. Copies of the Annual Report and Notice of AGM may also be obtained from: The Company Secretary Ophir Energy plc First Floor 50 New Bond Street London W1S 1BJ Tel: +44 (0) 20 7290 5800 The AGM will take place on 6 June 2013. The total of the votes cast by shareholders for or against or withheld on each resolution to be put to the meeting will be released to the market and published on www.ophir-energy.com as soon as practicable after the conclusion of the AGM. The Disclosure and Transparency Rules ( DTR ) require an announcement of the publication of certain information in fulll unedited text in compliance with DTR 6.3.5(2). As such the following disclosures are made below, referencing page numbers to notes in the accounts in the Company s Annual Report. A: Audit Reports The Preliminary Announcement on 5 March 2013 included a set of condensed, unaudited financial statements and management commentary. The auditedd financial statements are contained in the Ophir Annual Report. The independent audit reports of the Group and Company are contained on pages 76 and 111. B: Principal Riskss and Uncertainties Ophir operates in the inherently risky upstream oil and gas sector and effective risk management is an essential processs for the Group to deliver its strategic and operational objectives. Ophir is committed to maintaining a balanced portfolioo and to managing risks in a proactive and effective manner. The key elements of the Group s risk management processess are: Risk Assessment Risk analysis and evaluation Risk mitigations Risk monitoring and reviewing Communication and consultation
Responsibility for identifying and managing risks lies with Ophir s Executive Directors, senior management team and country managers. The Executive Directors continually monitor the Group s risk exposures and report to the Audit Committee and Board of Directors on a 6 monthly basis, or more frequently as required. The principal risks of the Group are summarised as follows: TYPE RISK MITIGANTS Strategic Political risk The Group maintains a balanced asset portfolio across different jurisdictions in a region where the Group is most accustomed to operating The Group strives continually to maintain positive relationships in all host countries that it operates. Ophir aims to work to the highest industry standards with all regulators and compliance with the Company s licence and PSC obligations is closely monitored Inadequate resource and reliance on key personnel Ophir relies on a small team of experienced oil and gas professionals for its operational success. In order to retain, motivate and recruit suitably qualified employees it ensures its remuneration packages are competitive. It has established a long term incentive programme for executives and a deferred share plan for staff Investment decisions The Group and its advisors are experienced within the industry in which it operates and complete a proper review against the Group s strategy and investment criteria. Full due diligence is undertaken on all potential new entries. The current portfolio is closely monitored Operational Drilling operations risk Maintenance of clearly defined operational procedures whereby compliance is always expected The contracting & procurement process ensures suitably qualified contractors are employed Regular training in the processes and continual monitoring of adherence are undertaken HSE incident risk Maintenance of a comprehensive system of HSE procedures that should always be followed and the undertaking of pre-project risk assessments. The systems are overseen by management and the HSE Committee which regularly meets to review and monitor compliance Discovery risk and success rate Comprehensive Environmental Impact Assessments are performed. Oil spill and emergency response plans are in place. Provision of equipment and regular training in the procedures occurs with specialist service providers The Group has a technically and regionally experienced management and a geoscience team who have a proven track record of success. To reduce risk, substantial technical analysis is undertaken to evaluate and manage opportunities All exploration and appraisal programmes are consistently reviewed and monitored before being recommended to the Board for approval IT risk Systems are in place to manage unscheduled power loss, virus outbreaks, network disruptions and thereby minimise downtime to operations and corporate offices Availability of rigs and services Regular market review of services and rig availability occurs. Engagement of experienced advisors to ensure a rapid response to opportunities and an ability to close binding agreements quickly A dedicated drilling project manager and C&P manager ensure a clear contracting strategy and project plan are produced early in the procurement planning stage
Financial Inability to fund exploration work programmes Regular review of cash flow, working capital and funding options and prudent approach to budgeting and planning to ensure sufficient capital to meet commitments Counterparty credit risk Cost and capital spending Close monitoring of all trade debtors who are subject to internal credit review A formalised annual budget process and on-going monthly reviews of actual versus budget analysis. Delegation of authority, approval processes and contracts & procurement procedures. Board approval of Annual Work Programme Interest rate and foreign exchange risk Cash balances are primarily held in US Dollars to provide a natural hedge to reflect majority of the Group s business is managed and conducted using US Dollars. Small balances are retained in other currencies for operating and administrative needs Cash balances are held in current or short term deposits Further details on principal financial risks are addressed in Note 19 in the Group s consolidated financial statements External Sovereign and country risk Regular monitoring for changes and reviewing of all jurisdictions in which it operates. The Group s management are experienced within the industry and maintain close relations and continually focus on working with each jurisdiction s Governments Legal, regulatory or litigation risk Activities are subject to various different jurisdictional laws, customs, fiscal and administrative regulations. The Group employs suitably experienced and qualified staff and when required external advisors to ensure full compliance Key policies and procedures consider the requirements of the UK Bribery Act Legal risk assessment and due diligence (where appropriate) is undertaken for all counterparties the Group deals with Maintenance and monitoring of a Business Code of Conduct and Anti-corruption policies. On-going training takes place with all employees on policies implemented Investor and stakeholder sentiment The Group fosters strong relations with the local communities and host country governments in jurisdictions that it operates. It proactively interacts with all relevant stakeholders Maintaining regular dialogue and provision of information to all key shareholders. Internal investor relations and advisers ensure all material information is released to the market on a timely basis and in accordance with applicable regulations C: Statement of Directors Responsibilities in relation to Group Financial Statements The Directors are responsible for preparing the Annual Report and the Group financial statements in accordance with applicable United Kingdom law and regulations. Company law requires the Directors to prepare Group financial statements for each financial year. Under that law, the Directors are required to prepare Group financial statements under IFRSs as adopted by the European Union. Under Company Law the Directors must not approve the Group financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing the Group financial statements the Directors are required to: Present fairly the financial position, financial performance and cash flows of the Group; select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; make judgements that are reasonable; provide additional disclosures when compliance with the specific requirements in IFRSs as adopted by the European Union is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group s financial position and financial performance; and state whether the Group financial statements have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Group financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for preparing the Directors Report, the Directors Remuneration Report and the Corporate Governance Statement in accordance with the Companies Act 2006 and applicable regulations, including the requirements of the Listing Rules and the Disclosure and Transparency Rules. Statement of Directors Responsibilities in Relation to the Company Financial Statements The directors are responsible for preparing the Annual Report and the Company financial statements in accordance with applicable United Kingdom law and regulations. Company law requires the directors to prepare Company financial statements for each financial year. Under that law, the directors are required to prepare Company financial statements under IFRSs as adopted by the European Union. Under Company Law the directors must not approve the Company financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the Company financial statements the directors are required to: Present fairly the financial position, financial performance and cash flows of the Company; select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently; present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; make judgements that are reasonable; provide additional disclosures when compliance with the specific requirements in IFRSs as adopted by the European Union is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company s financial position and financial performance; and state whether the Company financial statements have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Company financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are also responsible for preparing the Directors Report, the Directors Remuneration Report and the Corporate Governance Statement in accordance with the Companies Act 2006 and applicable regulations, including the requirements of the Listing Rules and the Disclosure and Transparency Rules.
Responsibility Statement of the Directors in respect of the Annual Report and Accounts I confirm on behalf of the Board that to the best of their knowledge: The financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company and the undertakings included in the consolidation taken as a whole; and The Directors Report and the Group Operating and Financial Review include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. Approved by the Board and signed on their behalf Dr Nick Cooper Chief Executive Officer 29 April 2013 ENDS DISCLAIMER This results announcement contains certain forward looking statements that are subject to the risk factors and uncertainties associated with the oil and gas exploration and production business. Whilst the Ophir Energy plc and its group of companies believes the expectations reflected herein to be reasonable in light of the information available to them at this time, the actual outcome may be materially different owing to a variety of factors including specific factors identified in this statement and other factors outlined in the Group s 2012 Annual Report. FOR FURTHER ENQUIRIES PLEASE CONTACT: Ophir Energy plc +44 (0)20 7290 5800 Nick Cooper, CEO Lisa Mitchell, CFO Brunswick Group +44 (0)20 7404 5959 Patrick Handley Elizabeth Adams NOTES TO EDITORS Ophir Energy plc (OPHR.LN) is an African focused, upstream oil and gas resource company which is a member of the FTSE 250. The Group's headquarters are located in London (England), with operational offices in Perth (Australia), Malabo (Equatorial Guinea), Accra (Ghana), Dar es Salaam and Mtwara (Tanzania), Port Gentil, (Gabon) and Nairobi (Kenya). Ophir is the sixth largest deepwater acreage holder offshore Africa, present in four key emerging sub-saharan exploration themes, and the largest net acreage holder in offshore East Africa. For further information on Ophir, please refer to www.ophir-energy.com