Tullow oil PLC - 2024 Half Year
Results
First half revenue of $759
million, gross profit of $460 million and profit after tax of $196
million
Ghana drilling programme
completed safely and ahead of schedule
2024 guidance reiterated
7 August 2024 - Tullow Oil
plc ("Tullow"), the independent oil and gas exploration and
production group ("Group"), announces its Half Year Results for the
six months ended 30 June 2024. Details of a management presentation
and webcast that will be held at 9:00 BST today are available on
the last page of
this announcement or visit the Group's website: www.tullowoil.com
Rahul Dhir, Chief Executive Officer, Tullow Oil plc,
commented today:
"During the
first half of 2024, Tullow has continued to deliver strong
operational and financial performance. We are pleased to report
improved results across key financial metrics compared to the first
half of 2023; with higher production and oil price realisations
combined with lower expenditure. The Ghana drilling programme was
also completed safely, and ahead of schedule.
"We were
delighted to reach a major milestone by taking final investment
decision (FID) of our nature-based carbon offset initiative, in
partnership with the Ghana Forestry Commission. The project will
deliver certified carbon offsets in line with Tullow's 2030 Net
Zero target, while bringing broader positive impacts to the local
community.
"We now progress into a period of lower capex in the second
half of the year and beyond. We will continue to reduce debt
through sustainable free cash flow generation, strengthening our
balance sheet and providing optionality
for investment, growth and future returns."
|
2024 FIRST HALF RESULTS
·
First half Group working interest oil and gas production 63.7
kboepd (1H23: 60.8 kboepd).
·
Revenue of $759 million (1H23: $777 million); realised oil
price of $77.7/bbl after hedging (1H23: $73.3/bbl), gross profit of
$460 million (1H23: $351 million); profit after tax of $196 million
(1H23: $70 million).
·
Capital expenditure of $157 million (1H23: $187 million) and
decommissioning spend of $9 million (1H23: $44 million).
·
Free cash flow1 of $(126) million (1H23: $(142)
million), in line with expectations based on timing of tax payments
and capital expenditure weighted toward the first half of the
year.
·
Net debt1 at 30 June 2024 of $1.7 billion (30 June
2023: $1.9 billion); cash gearing of 1.4x net
debt/EBITDAX1 (30 June 2023: 1.7x); liquidity headroom
of $0.7 billion (30 June 2023: $0.7 billion).
2024 FULL YEAR OUTLOOK
·
2024 Group working interest production is expected to be at
the lower end of the Group's 62-68 kboepd range, as previously
guided; driven primarily by underperformance of a single Jubilee
well, which came onstream in February 2024.
·
Full year capex and decommissioning guidance of c.$230
million and c.$70 million, respectively. This represents a c.$20
million capex decrease (versus previous guidance of c.$250 million)
in both Ghana and Gabon.
·
A significant free cash flow uplift is expected in the second
half of 2024. Full year free cash flow guidance remains unchanged
at $200-300 million at $80/bbl.
·
Increased access to oil price upside as legacy hedges fully
rolled off in May 2024; 2H 2024 average floor of $60/bbl and capped
upside of $112/bbl.
·
Year-end net debt guidance is unchanged at less than $1.4
billion with gearing of c.1x (net
debt/EBITDAX1).
·
Tullow has no uncovered debt maturities until May 2026 and
continues to consider options to manage its debt maturities and
optimise its capital structure.
·
Outcome of arbitration in respect of Ghana Branch Profits
Remittance Tax expected in the second half of 2024.
·
Tullow remains focused on deleveraging and
reaching net debt of less than $1 billion and cash gearing of less
than 1x in the near term.
1. Alternative performance measures
are reconciled on pages 36 to 38
Operational update
Production
In the first six months of 2024, Group
production averaged 63.7 kboepd, including 7.0 kboepd of gas. As
previously disclosed, Group 2024 production is expected to be at
lower end of the 62 to 68 kboepd range.
Group working interest production
(kboepd)
|
1H 2024
Actual
|
2024
Guidance
|
Ghana oil
|
45.5
|
c.44
|
Jubilee oil
|
35.1
|
c.34
|
TEN oil
|
10.4
|
c.10
|
Non-operated portfolio oil
|
11.2
|
c.11
|
Gabon oil
|
10.2
|
c.10
|
Cote d'Ivoire oil
|
1.0
|
c.1
|
Group gas production
|
7.0
|
c.7
|
Total
|
63.7
|
c.62
|
Ghana
During the first six months of the
year, operational efficiency remained high, with average facility
uptime across the Ghana FPSOs at 97%.
Gross oil production from the Jubilee field
averaged 90.1 kbopd (net: 35.1 kbopd) in the first half of the
year. This was below expectations, primarily attributable to poor
performance from to the J69 producer well, which was brought
onstream in February 2024. The J69 well is producing significantly
less than expected due to a lack of pressure communication from
water injection in this specific area. This is not being
experienced elsewhere and across the field, water injection has
averaged a record c.225 kbwpd. This improved rate of water
injection, together with the new J70 water injection well brought
onstream in June, is resulting in a good uplift in reservoir
pressure which is already increasing production levels and
offsetting decline. As a result, Jubilee oil production is expected
to remain at similar levels to the first half and average c.90
kbopd (net: c.34 kbopd) for the full year.
Five new Jubilee wells (three producers and two
water injectors) were brought onstream during the first half of
2024, bringing the current drilling programme to an end,
approximately six months ahead of schedule and with no recordable
safety incidents. A 4D seismic survey will be completed in early
2025 to update the view of the sub-surface, support drill candidate
selection and optimise well placement ahead of a 2025/26 drilling
programme.
During the drill break, work will focus on
integrating the results of the previous drilling programme and
optimising pressure support across the field to maximise production
and minimise decline. Tullow will continue to prioritise safe and
reliable operations, with a focus on cost and capital efficiency to
optimise cash flow delivery.
Gross oil production from the TEN fields
averaged 19.0 kbopd (net: 10.4 kbopd) in the first half of the
year. The fields have exceeded expectations, with Enyenra and
Ntomme wells responding positively to both injection and production
optimisation. Consequently, full year gross TEN oil production
guidance has been increased to c.18 kbopd (net: c.10
kbopd).
Net gas production in Ghana averaged 6.5 kboepd
in the first half of the year. The interim Gas Sales Agreement
remains in place until the fourth quarter of 2025 at $3.00/mmbtu
with applicable indexation. Tullow is also in discussion in
relation to potential third party off-take opportunities to create
a significant longer-term revenue stream from gas
production.
Non-operated and exploration
portfolios
Production from our non-operated portfolio in
Gabon and Côte d'Ivoire averaged 11.7 kboepd net in the first half
of the year, in line with expectations. Full year net production
remains unchanged at c.11.5 kboepd.
Tullow was deeply saddened to learn of the
incident at the Perenco-operated Simba field in Gabon in March
2024, which resulted in fatalities. Production has been shut in
while investigations and remediations are taking place. Production
is expected to resume on the Simba field before the end of the
year. Production forecasts for Gabon remain unchanged with lower
Simba production being offset by improvement in other fields,
including Ezanga and Echira.
In Côte d'Ivoire, Tullow continues
to work with the operator of the Espoir field to establish the best
way forward for the asset. Tullow continues to mature prospects on
its exploration licences in Côte d'Ivoire and Argentina alongside
seeking potential farm-down Partners.
Kenya
Tullow continues to work collaboratively with
the Government of Kenya as they evaluate the amended Field
Development Plan (FDP). The Energy and Petroleum Regulatory
Authority (EPRA) has provided useful feedback and the FDP
review period has been extended for a further six months to 31
December 2024. Tullow is continuing its cooperation and
collaboration with the Government to reach final approval of the
FDP. Discussions continue with prospective strategic partners for
this project.
Reserves and
resources
Tullow's review of its reserves
and resources position is ongoing, incorporating 1H production as
well as results and performance from the recent Ghana drill
programme. Tullow will publish its 1H24 reserves report in
September, in line with prior years.
Environmental, Safety and Governance (ESG)
Tullow continues to progress along its pathway
to Net Zero by 2030 (Scope 1 and 2). The primary focus of the
Group's Net Zero strategy is on decarbonising its operated
production facilities in Ghana and Tullow continues to progress
workstreams to eliminate routine flaring by the end of 2025. To
address hard-to-abate residual emissions, in May 2024 Tullow took a
final investment decision (FID) with the Ghana Forestry Commission
to invest $90 million over 10 years, implementing a high integrity,
jurisdictional based Reduced Emissions from Deforestation and
Degradation (REDD+) programme that will deliver certified carbon
offsets in line with Tullow's 2030 Net Zero roadmap. The programme
is expected to generate up to 1 million tonnes per annum of
certified carbon offsets from c.2 million hectares of land across
the Bono and Bono East regions of Ghana.
Tullow is committed to being a responsible
steward of the environment and ensuring robust systems are in place
to manage environmental risks. These systems were deployed during
two losses of primary containments in the first half of 2024 that
resulted in a release of oil to the sea. These were dealt with
quickly, with no major impacts, and a thorough investigation has
been undertaken with actions taken to prevent any
recurrence.
In June 2024, Tullow released the Noble Venturer
drill ship from its contract in Ghana, which marked 1,171 days of
operations, drilling 21 deep-water wells without any recordable EHS
incidents.
The Group's Shared Prosperity strategy continues
to focus on supporting enterprise, especially agribusiness,
enhancing employability and job creation, strengthening local
economies and improving living standards, through our different
partnerships. In February 2024, Tullow launched the Tullow
AgriVentures Programme (TAP) in partnership with Innohub Ghana. TAP
has an ambition to generate approximately 600 new agriculturally
linked ventures and support 30 existing businesses to grow and
create more than 1,500 jobs. Tullow continues to work closely
with local suppliers to drive local content and strengthen
human rights due diligence through increased engagement, support,
and training. In the first half of the year, Tullow received three
awards at the Ghana Shippers' Authority Awards 2024, recognising
the Group's commitment to local content, imports and transparency
in the energy sector.
Finance review
Income Statement
Income Statement (key
metrics)
|
1H
2024
|
1H
2023
|
Revenue
($m)
|
|
|
Sales volume (boepd)
|
51,200
|
56,900
|
Realised oil price ($/bbl)
|
77.7
|
73.3
|
Total revenue
|
759
|
777
|
Operating
income/(costs) ($m)
|
|
|
Underlying cash operating
costs1
|
(125)
|
(136)
|
Depreciation, Depletion and Amortisation (DDA)
of oil and gas and leased assets
|
(198)
|
(163)
|
DDA before impairment charges
($/bbl)
|
17.1
|
14.8
|
(Overlift)/Underlift and oil stock
movements
|
39
|
(109)
|
Administrative expenses
|
(31)
|
(19)
|
Asset revaluation
|
39
|
-
|
Exploration costs written off
|
(3)
|
(10)
|
Impairment reversal/(Impairment) of property,
plant and equipment, net
|
2
|
(33)
|
Gain on bond buyback
|
-
|
65
|
Net financing costs
|
(138)
|
(135)
|
Profit before tax
|
368
|
217
|
Income tax expense
|
(172)
|
(147)
|
Profit for the period
|
196
|
70
|
Adjusted EBITDAX1
|
1,282
|
1,171
|
Basic earnings per share (cents)
|
13.5
|
4.9
|
1. Alternative
performance measures are reconciled on pages 36 to 38.
Revenue
Sales Oil Volumes
During the period, there were 51,200 boepd
(1H2023: 56,900 boepd) of liftings. The decrease is mainly due to
the reduction of two liftings in Gabon offset by an increase of one
lifting in Ghana with 7 in Jubilee (1H 2023: 6) and 2 in TEN (1H
2023: 2).
Realised oil price ($/bbl)
The Group's realised oil price after hedging
for the period was $77.7/bbl (1H 2023: $73.3/bbl) and before
hedging $83.9/bbl (1H 2023: $79.7/bbl). Lower hedged volumes
subject to price caps compared to 1H 2023 have resulted in a lower
hedge loss despite higher oil prices, decreasing total revenue by
$57.9 million in 1H 2024 (1H 2023: decrease of $65.9
million).
Gas sales
Included in Total Revenue of $759 million is
gas sales of $29 million of which $25
million relates to Ghana. During the period, Jubilee exported
18,148 mmscf (gross) of gas at an average price of
$2.95/mmbtu.
Cost of Sales
Underlying cash operating costs
Underlying cash operating costs amounted to
$125 million; $10.8/boe (1H 2023: $136 million; $12.4/boe). The
cash unit operating costs have decreased against the comparative
period driven by reprioritisation and rephasing of Jubilee O&M
activities in the current period and TEN shutdown preparatory costs
in 1H 2023.
Depreciation, depletion, and
amortisation
DD&A charges before impairment on
production and development assets amounted to $198 million; $17.1
/boe (1H 2023: $163 million: $14.8/boe). This increase in DD&A
is mainly attributable to increased Jubilee production and gas
commercialisation offset by the impact of 2023 impairments relating
to TEN.
Overlift and oil stock movements
The Group had an underlift compared to an
overlift expense in the comparative period. The change was due to
timing of liftings specifically in Gabon resulting in a higher oil
stock position compared to the comparative period. Jubilee has had
one lifting higher in the current period with oil stock position
comparable to prior period as a result of increased
production.
Administrative expenses
Administrative expenses of $31 million (1H
2023: $19 million) have increased against the comparative period
due to prior year adjustments and accrual release in 1H 2023 of $6
million, one-off redundancy costs in 1H 2024 of $1.4 million,
increase in payroll costs and phasing of spend in 1H 2024. Full
year forecast administrative costs are expected to be in line with
prior year despite the inflationary environment.
Asset revaluation
The asset revaluation of $39 million relates
to assets disposed of as part of the swap with Perenco (refer to
Note 13 for further information).
Exploration costs written off
During the first half of 2024, the Group has
written off exploration costs of $3 million (1H 2023: $10 million)
driven by exploration costs in Cote D'Ivoire and New
Venture activities.
Impairment of property, plant and
equipment
The Group recognised a net impairment reversal
on PP&E of $2 million in respect of the first half of 2024 (1H
2023: Net impairment $33 million) which is mainly driven by change
in decommissioning discount rates offset by changes to estimates on
the cost of decommissioning for certain UK assets.
Net financing costs
Net financing costs for the period were $138
million (1H 2023: $135 million). This increase is mainly due to
higher interest on obligations under leases of $17m, offset by
lower interest on borrowings of $15 million due to bond buybacks in
2H 2023 and a prepayment in May 2024 resulting in a lower amount of
outstanding bonds.
A reconciliation of net financing costs is
included in Note 9.
Taxation
The overall adjusted net tax expense of $171
million (1H 2023: $147 million) primarily relates to tax charges in
respect of the Group's production activities in West Africa,
reduced by deferred tax credits associated with UK decommissioning
assets, exploration write-offs and impairments. The tax charge has
been calculated by applying the effective tax rate which is
expected to apply to each jurisdiction for the year ending 31
December 2024.
Based on a profit before tax for the first
half of the year of $368 million (1H 2023: $217 million), the
effective tax rate is 46.7% (1H 2023: 67.7%). After adjusting for
non-recurring amounts related to exploration write-offs, disposals,
impairments and their associated deferred tax benefit, the Group's
adjusted tax rate is 51.7% (1H 2023: 56.2%). In
the UK there is net interest and hedging expenses of $123 million
(1H 2023: $80 million), however there is no UK tax benefit as in
previous periods.
The Group's future statutory effective tax
rate is sensitive to the geographic mix in which pre-tax profits
arise. There is no UK tax benefit from net interest and hedging
expenses, whereas net interest income and hedging profits would be
taxable in the UK. Consequently, the Group's tax charge will
continue to vary according to the jurisdictions in which pre-tax
profits occur. The group has applied the exception to recognising
and disclosing information about deferred tax assets and
liabilities relating to pillar two income taxes. The group's
effective tax rate is more than 15% for this period and the group
is not expecting profit to be taxed at less than 15%.
Analysis of adjusted
effective tax rate ($m)
|
|
Adjusted Profit/(loss)
before tax
|
Tax
(expense)/credit
|
Adjusted
Effective tax
rate
|
Ghana
|
1H
2024
|
411.5
|
(144.7)
|
35.2%
|
1H
2023
|
266.0
|
(97.7)
|
36.7%
|
Gabon
|
1H
2024
|
80.0
|
(23.5)
|
29.3%
|
1H
2023
|
105.0
|
(49.7)
|
47.3%
|
Corporate
|
1H
2024
|
(164.9)
|
(0.6)
|
(0.4%)
|
1H
2023
|
(114.3)
|
1.7
|
1.5%
|
Other non-operated
& exploration
|
1H
2024
|
4.9
|
(2.6)
|
52.6%
|
1H
2023
|
5.2
|
(1.5)
|
28.7%
|
Total
|
1H 2024
|
331.5
|
(171.3)
|
51.7%
|
1H 2023
|
261.9
|
(147.2)
|
56.2%
|
Adjusted EBITDAX
Adjusted EBITDAX for the year was $1,282
million (1H 2023: $1,171 million). The increase in the period was
mainly driven by the oil stock movements in the current period as
explained in Cost of Sales section above.
Profit for the year from continuing activities and
earnings per share
The profit for the year from continuing
activities amounted to $196 million (1H 2023: $70 million profit).
The increase in profit after tax was driven mainly by a reduction
in impairments, asset revaluation gains and provision releases.
Basic earnings per share was 13.5 cents (1H 2023: 4.9 cents
earnings per share).
Balance Sheet and Liquidity management
Balance Sheet and Liquidity management (key
metrics)
|
1H 2024
|
1H
2023
|
Capital investment
($m)1
|
157
|
187
|
Derivative financial
instruments ($m)
|
(32)
|
(79)
|
Borrowings
($m)
|
(1,980)
|
(2,211)
|
Underlying operating
cash flow ($m) 1
|
169
|
188
|
Free cash flow
($m)1
|
(126)
|
(142)
|
Net debt
($m)1
|
1,735
|
1,938
|
Gearing
(times)1
|
1.4
|
1.7
|
1. Alternative
performance measures are reconciled on pages 36 to 38.
Capital Investment
Capital expenditure amounted to $157 million
(1H 2023: $187 million) with $151 million invested in production
and development activities of which $108 million was invested in
Jubilee mainly comprising of $96 million on drilling costs and $6
million invested in exploration and appraisal
activities.
The Group's 2024 capital expenditure guidance
is revised to c.$230 million which will comprise Ghana of c.$150
million, West African Non-Operated of c.$50 million, Kenya of c.$10
million and exploration spend of c.$20 million.
Decommissioning
Decommissioning expenditure was $9 million in
the first half of 2024 (1H 2023: $44 million). The Group's
decommissioning expenditure guidance related to decommissioning
liabilities in the UK and Mauritania in 2024 is revised to $65
million as the Mauritania operated decommissioning campaign is
expected to commence earlier than previously planned. This increase
is offset by deferrals in Gabon, resulting in decommissioning
expenditure guidance for 2024 remaining unchanged at c.$70 million
net to Tullow.
Derivative financial instruments
Tullow has a material hedge portfolio in place
to protect against commodity price volatility and to ensure the
availability of cash flow for re-investment in capital programmes
that are driving business delivery.
At 30 June 2024, Tullow's hedge portfolio
provides downside protection for c.60% of forecast production
entitlements in the second half of 2024 with c.$60/bbl weighted
average floors across all hedging instruments; for the same period,
c.24% of forecast production entitlements is capped at weighted
average sold calls of c.$112/bbl. A second tier of capped upside
exists through three-way collars on 15% of the total hedged volume
with weighted average sold calls of $83/bbl, however, potential
hedging losses on three-way collars are limited to a $10/bbl range
due to the presence of purchased calls, allowing re-participation
in the upside if oil prices rise above $93/bbl on a weighted
average basis.
For the period from January 2025 to June 2025,
Tullow's hedge portfolio provides downside protection for c.45% of
forecast production entitlements with c.$59/bbl weighted average
floors, while c.27% is capped though three-way collars with
weighted average sold calls at c.$92/bbl and re-participation in
the upside above c.$102/bbl on a weighted average basis. For the
period from July 2025 to December 2025, three-way collars provide
downside protection for c.10% of forecast production entitlements
with c.$60/bbl weighted average floors and c.$89-$99/bbl call
spreads on a weighted average basis.
All financial instruments that are initially
recognised and subsequently measured at fair value have been
classified in accordance with the hierarchy described in IFRS 13
Fair Value Measurement. Fair value is the amount for which the
asset or liability could be exchanged in an arm's length
transaction at the relevant date. Where available, fair values are
determined using quoted prices in active markets (Level 1). To the
extent that market prices are not available, fair values are
estimated by reference to market-based transactions or using
standard valuation techniques for the applicable instruments and
commodities involved (Level 2).
All of the Group's derivatives are Level 2
(2023: Level 2). There were no transfers between fair value levels
during the year.
At 30 June 2024, the Group's derivative
instruments had a net negative fair value of $32 million (1H23: net
negative $79 million).
The following table demonstrates
the timing, volumes and prices of the Group's commodity hedge
portfolio at 30 June 2024:
2H24 hedge portfolio at 30 June
2024
|
bopd
|
Bought
put
(floor)
|
Sold
call
|
Bought
call
|
Straight
puts
|
12,525
|
$60
|
-
|
-
|
Collars
|
14,075
|
$60
|
$112
|
-
|
Three-way collars
(call spread)
|
8,500
|
$60
|
$83
|
$93
|
Total/Weighted
Average
|
35,100
|
$60
|
$101
|
$93
|
1H25 hedge portfolio at 30 June
2024
|
bopd
|
Bought
put
(floor)
|
Sold
call
|
Bought
call
|
Straight
puts
|
9,500
|
$58
|
-
|
-
|
Collars
|
-
|
-
|
-
|
-
|
Three-way collars
(call spread)
|
16,000
|
$59
|
$92
|
$102
|
Total/Weighted
Average
|
25,500
|
$59
|
$92
|
$102
|
2H25 hedge portfolio at 30
June 2024
|
bopd
|
Bought put
(floor)
|
Sold
call
|
Bought
call
|
Straight
puts
|
-
|
-
|
-
|
-
|
Collars
|
-
|
-
|
-
|
-
|
Three-way collars
(call spread)
|
6,500
|
$60
|
$89
|
$99
|
Total/Weighted
Average
|
6,500
|
$60
|
$89
|
$99
|
Borrowings
On 15 May 2024, the Group made
the annual prepayment of $100 million of the 2026 Notes.
The Group's total drawn debt reduced to
$2.0 billion, consisting of $0.5 billion nominal value 2025
Notes, $1.4 billion nominal value 2026 Notes and $0.1 billion
outstanding under a Secured Notes Facility.
Management regularly reviews options for
optimising the Group's capital structure and may seek to
refinance, retire or purchase any or all of its outstanding
debt from time to time through new debt financings and/or cash
purchases in open market purchases, privately negotiated
transactions or otherwise.
Credit Ratings
Tullow maintains credit ratings with Standard
& Poor's (S&P's) and Moody's Investors Service
(Moody's).
Since December 2023, S&P has maintained
Tullow's corporate credit rating at B- with negative outlook, and
the rating of the 2026 Notes at B- and the rating of the 2025 Notes
at CCC+. Similarly, Moody's has maintained Tullow's corporate
credit rating at Caa1 with negative outlook, and the rating of 2026
Notes at Caa1 and the rating of the 2025 Notes at Caa2.
Underlying Operating Cash Flow and Free Cash
Flow
Underlying operating cash flow amounted to
$169 million (1H 2023: $188 million). Cash revenue of $97 million
higher due to an additional cash lifting in the current period and
impact of higher oil price, offset by $137 million higher cash
taxes in the current period.
Free cash flow has increased to $(126) million
(1H 2023: $(142) million) primarily due to a decrease in
decommissioning spend in current period of $30 million and lower
finance costs of $9 million. This is offset by the decrease in
underlying operating cashflow of $19m as explained
above.
Net Debt and Gearing
Reconciliation of net
debt
|
$m
|
FY
2023 net debt
|
1,608
|
Sales revenue
|
(759)
|
Operating costs
|
125
|
Other operating and administrative
expenses
|
20
|
Operating cash flow before working capital
movements
|
(614)
|
Movement in working
capital
|
76
|
Tax paid
|
308
|
Purchases of intangible exploration
and evaluation assets and property, plant and equipment
|
160
|
Other investing
activities
|
(10)
|
Other financing
activities
|
210
|
Foreign exchange loss on
cash
|
(3)
|
1H
2024 net debt
|
1,735
|
Net debt increased by $127 million during the
period to $1,735 million at 30 June 2024 (FY 2023: $1,608 million),
consisting of $493 million Senior Notes due 2025, $1,385 million
Senior Secured Notes due 2026 and $130 million outstanding under a
Secured Notes Facility less cash and cash equivalents.
The Gearing ratio has decreased to 1.4 times
(1H 2023:1.7 times) due to an increase in Adjusted EBITDAX as
explained above primarily due to movements in oil stock in the
current period.
Ghana tax assessments
A further arbitration hearing was conducted in
June 2024 in respect of the assessment for Branch Profits
Remittance Tax (BPRT). This claim relates to the Ghana Revenue
Authority (GRA) seeking to apply BPRT under a law which the Group
considers is not applicable to Tullow Ghana Limited, since it falls
outside the tax regime provided for in the Petroleum Agreements and
relevant double tax treaties. Tullow referred this case to
international arbitration in October 2021 and a decision from the
panel is expected in the second half of the year. Tullow has two
further ongoing disputed tax assessments that relate to the
disallowance of loan interest deductions for the fiscal years 2010
- 2020 and proceeds received by Tullow Oil plc under Tullow's
corporate Business Interruption Insurance policy. Both were
referred to international arbitration in 2023, with first hearings
scheduled for 2025, however Tullow continues to engage with the
Government of Ghana, including the GRA, with the aim of resolving
the assessments on a mutually acceptable basis.
Liquidity Risk Management and Going concern
The Directors consider the going concern
assessment period to be up to 31 August 2025. The Group
closely monitors and manages its liquidity headroom. 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
producing assets and different outcomes on ongoing disputes or
litigation.
Management has applied the following oil price
assumptions for the going concern assessment:
· Base Case:
$82/bbl for 2024, $78/bbl for 2025; and
· Low Case:
$70/bbl for 2024, $70/bbl for 2025.
The Low Case includes, amongst other downside
assumptions, a 10% production decrease and 10%
increased operating costs compared to the Base Case. Management has
also considered additional outflows in respect of all ongoing
litigations/arbitrations within the Low Case, with an additional
$111 million outflow being included for the cases expected to
progress in the period under assessment. The Low Case does not
include the outflow for the full exposure on Ghana BPRT arbitration
of $320 million (refer to note 10 Ghana tax assessments for
details). The remaining arbitration cases are not expected to
conclude within the going concern period and no outflows have been
included in that respect.
At 30 June 2024, the Group had
$0.7 billion liquidity headroom consisting of $0.2 billion free
cash and $0.5 billion available under the revolving credit
facility, maturing in December 2024.
The Group or its affiliates may, at any time
and from time to time, seek to refinance, retire or
purchase any or all of its outstanding debt through new debt
financings and/or cash purchases, in open-market purchases,
privately negotiated transactions or otherwise. Such refinancings
or repurchases, if any, will be upon such terms and at such prices
as management may determine, and will depend on prevailing market
conditions, liquidity requirements and other factors.
The Group's forecasts show that
the Group will be able to operate within its current debt
facilities and have sufficient financial headroom for the going
concern assessment period under its Base Case and Low Case. The
Directors have also performed a reverse stress test to establish
the average oil price throughout the going concern period required
to reduce headroom to zero, that price was determined to be
$20/bbl. Based on the analysis above, the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future. Thus,
they have adopted the going concern basis of accounting in
preparing the half year results.
2024 principal risks and
uncertainties
The Company risk profile has been closely
monitored throughout the year, with consideration given to the
risks to delivering the Business Plan, as well as whether external
factors such as geo-political factors, global pandemics and oil
price volatility have resulted in any new risks or changes to
existing risks. The impact of these factors has been considered and
managed across all principal risks. The directors have reviewed the
principal risks and uncertainties facing the Company and concluded
that for the remaining six months of the financial year are
substantially unchanged from those disclosed in the 2023 Annual
Report and are listed below.
1. Business plan not
delivered
2. Asset integrity
breach
3. Value not
unlocked
4. Geopolitical
risk
5. Climate
change
6. Major accident
event
7. Insufficient
liquidity and funding capacity to sustain business
8. Capability cannot
be attracted, developed or retained
9. Compliance or
regulatory breach
10. Major cyber-disruption
The detailed descriptions of the principal
risks and how they are being managed can be found on pages 52 to 56
in the 2023 Annual Report and Accounts.
Events since 30 June 2024
There have not been any events since 30 June
2024 that have resulted in a material impact on the interim
results.
Responsibility statement
(DTR 4.2 and the Transparency (Directive
2004/109/EC) Regulations (as amended))
The Directors confirm that to the best of their
knowledge:
a.
the condensed set of financial statements has been prepared
in accordance with IAS 34 'Interim Financial Reporting' as adopted
by the UK and EU, the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority (DTR) and the
Transparency (Directive 2004/109/EC) Regulations 2007 as
amended
b.
the interim management report includes a fair review of the
information required by DTR 4.2.7R and Regulation 8(2) (indication
of important events during the first six months and description of
principal risks and uncertainties for the remaining six months of
the year); and
c.
the interim management report includes a true and fair review
of the information required by DTR 4.2.8R and Regulation 8(3)
(disclosure of related parties' transactions and changes
therein).
A list of the current Directors is maintained
on the Tullow Oil plc website: www.tullowoil.com.
By order of the Board,
Rahul
Dhir
Richard Miller
Chief Executive
Officer
Chief Financial Officer
6 August
2024
6 August 2024
Disclaimer
This statement contains certain
forward-looking statements that are subject to the usual risk
factors and uncertainties associated with the oil and gas
exploration and production business. Whilst the Group 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 factors beyond the Group's control
or within the Group's control where, for example, the Group decides
on a change of plan or strategy. Accordingly, no reliance may be
placed on the figures contained in such forward-looking
statements.
Independent review report to Tullow Oil Plc
Conclusion
We have been engaged by the Company to review
the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2024 which
comprises of Condensed consolidated income statement, Condensed
consolidated statement of comprehensive income and
expense, Condensed consolidated balance sheet, Condensed statement
of changes in equity, Condensed consolidated cash flow statement
and the related notes 1 to 24. We have read the other information
contained in the half yearly financial report and considered
whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed set of
financial statements.
Based on our review, nothing has come to our
attention that causes us to believe that the condensed set of
financial statements in the half-yearly financial report for the
six months ended 30 June 2024 is not prepared, in all material
respects, in accordance with International Accounting Standard
(IAS) 34 Interim Financial Reporting as adopted by UK and EU, the
Disclosure and Transparency Rules of the Financial Conduct
Authority and the Transparency (Directive 2004/109/EC) Regulations
2007 as amended.
Basis for Conclusion
We conducted our review in accordance with
International Standard on Review Engagements 2410 (UK) "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity" (ISRE) issued by the Financial Reporting Council. A
review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 2, the annual financial
statements of the group are prepared in accordance with UK-adopted
international accounting standards (IFRSs) and International
Financial Reporting Standards (IFRSs) adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the European Union
(EU). The condensed set of financial statements included in this
half-yearly financial report has been prepared in accordance with
International Accounting Standard (IAS) 34 Interim Financial
Reporting as adopted by UK and EU, the Disclosure and Transparency
Rules of the Financial Conduct Authority and the Transparency
(Directive 2004/109/EC) Regulations 2007 as amended.
Conclusions Relating to Going
Concern
Based on our review procedures, which are less
extensive than those performed in an audit as described in the
Basis for Conclusion section of this report, nothing has come to
our attention to suggest that management have inappropriately
adopted the going concern basis of accounting or that management
have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review
procedures performed in accordance with this ISRE, however future
events or conditions may cause the entity to cease to continue as a
going concern.
Responsibilities of the directors
The directors are responsible for preparing the
half-yearly financial report in accordance with the Disclosure
Guidance and Transparency Rules of the United Kingdom's Financial
Conduct Authority.
In preparing the half-yearly financial report,
the directors are responsible for assessing the company's ability
to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
company or to cease operations, or have no realistic alternative
but to do so.
Auditor's Responsibilities for the review of
the financial information
In reviewing the half-yearly report, we are
responsible for expressing to the Company a conclusion on the
condensed set of financial statements in the half-yearly financial
report. Our conclusion, including our Conclusions Relating to Going
Concern, are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the company in
accordance with guidance contained in International Standard on
Review Engagements 2410 (UK) "Review of Interim Financial
Information Performed by the Independent Auditor of the Entity"
issued by the Financial Reporting Council. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company, for our work, for this report, or
for the conclusions we have formed.
Ernst & Young LLP
London
6 August 2024
Condensed consolidated income statement
Six months ended 30 June 2024
$m
|
Notes
|
Six months ended
30.06.24
Unaudited
|
Six months ended
30.06.23
Unaudited
|
Year ended
31.12.23
Audited
|
Revenue
|
7
|
758.8
|
776.9
|
1,634.1
|
Cost of sales
|
8
|
(299.2)
|
(425.6)
|
(869.2)
|
Gross
profit
|
|
459.6
|
351.3
|
764.9
|
Administrative expenses
|
8
|
(30.9)
|
(19.1)
|
(56.1)
|
Other (losses)/gains
|
|
-
|
(1.3)
|
0.2
|
Asset revaluation
|
13
|
38.9
|
-
|
-
|
Exploration costs written off
|
11
|
(3.1)
|
(10.1)
|
(27.0)
|
Impairment of property, plant and equipment,
net
|
12
|
1.7
|
(33.2)
|
(408.1)
|
Provisions reversal
|
8
|
39.4
|
-
|
22.0
|
Operating
profit
|
|
505.6
|
287.6
|
295.9
|
Loss on hedging instruments
|
|
-
|
(0.3)
|
(0.4)
|
Gain on bond buyback
|
|
-
|
65.2
|
86.0
|
Finance income
|
9
|
39.7
|
25.0
|
44.0
|
Finance costs
|
9
|
(177.7)
|
(160.3)
|
(329.6)
|
Profit from
continuing activities before tax
|
|
367.6
|
217.2
|
95.9
|
Income tax expense
|
10
|
(171.6)
|
(147.1)
|
(205.5)
|
Profit/(loss)
for the year from continuing activities
|
|
196.0
|
70.1
|
(109.6)
|
Attributable
to
|
|
|
|
|
Owners of the Company
|
|
196.0
|
70.1
|
(109.6)
|
Earnings/(loss) per ordinary share from
continuing activities
|
|
¢
|
¢
|
¢
|
Basic
|
|
13.5
|
4.9
|
(7.6)
|
Diluted
|
|
12.9
|
4.7
|
(7.6)
|
Condensed consolidated statement of comprehensive income
and expense
Six months ended 30 June 2024
$m
|
Six months ended
30.06.24
Unaudited
|
Six months ended
30.06.23 Unaudited
|
Year ended
31.12.23
Audited
|
Profit/(loss) for the period
|
196.0
|
70.1
|
(109.6)
|
Items that may
be reclassified to the income statement in subsequent
periods
|
|
|
|
Cash flow hedges
|
|
|
|
(Losses)/gains arising in the
period
|
(33.0)
|
68.1
|
20.1
|
(Losses)/gains arising in the period - time
value
|
(24.5)
|
31.9
|
50.3
|
Reclassification adjustments for items
included in profit on realisation
|
45.6
|
50.8
|
111.3
|
Reclassification adjustments for items
included in loss on realisation - time value
|
14.7
|
15.1
|
27.8
|
Exchange differences on translation of foreign
operations
|
1.6
|
(4.8)
|
(5.8)
|
Net other comprehensive income for the
period
|
4.4
|
161.1
|
203.7
|
Total
comprehensive income for the period
|
200.4
|
231.2
|
94.1
|
Attributable
to
|
|
|
|
Owners of the Company
|
200.4
|
231.2
|
94.1
|
Condensed consolidated balance sheet
As at 30 June 2024
$m
|
Notes
|
Six months ended
30.06.24
Unaudited
|
Six months ended
30.06.23
Unaudited
|
Year ended
31.12.23
Audited
|
Assets
|
|
|
|
|
Non-current asset
|
|
|
|
|
Goodwill
|
13
|
44.9
|
-
|
-
|
Intangible exploration and evaluation
assets
|
11
|
295.6
|
286.4
|
287.0
|
Property, plant and equipment
|
12
|
2,515.1
|
3,008.2
|
2,532.8
|
Other non-current assets
|
15
|
303.5
|
54.1
|
338.6
|
Deferred tax assets
|
|
17.0
|
13.3
|
19.6
|
|
|
3,176.1
|
3,362.0
|
3,178.0
|
Current assets
|
|
|
|
|
Inventories
|
16
|
178.1
|
124.9
|
107.3
|
Trade receivables
|
14
|
91.6
|
164.0
|
43.5
|
Other current assets
|
15
|
476.1
|
822.5
|
571.2
|
Current tax assets
|
|
16.9
|
15.9
|
3.8
|
Cash and cash equivalents
|
17
|
272.6
|
294.6
|
499.0
|
Assets classified as held for sale
|
|
-
|
-
|
55.8
|
|
|
1,035.3
|
1,421.9
|
1,280.6
|
Total
assets
|
|
4,211.4
|
4,783.9
|
4,458.6
|
Liabilities
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
18
|
(667.0)
|
(1,410.0)
|
(775.0)
|
Borrowings
|
19
|
(589.2)
|
(100.0)
|
(100.0)
|
Provisions
|
20
|
(82.3)
|
(49.2)
|
(67.9)
|
Current tax liabilities
|
|
(107.4)
|
(144.2)
|
(230.5)
|
Derivative financial instruments
|
|
(29.9)
|
(78.6)
|
(35.0)
|
Liabilities associated with assets classified
as held for sale
|
|
-
|
-
|
(17.6)
|
|
|
(1,475.8)
|
(1,782.0)
|
(1,226.0)
|
Non-current liabilities
|
|
|
|
|
Trade and other payables
|
18
|
(712.9)
|
(84.5)
|
(783.2)
|
Borrowings
|
19
|
(1,390.3)
|
(2,110.5)
|
(1,984.6)
|
Provisions
|
20
|
(328.2)
|
(468.6)
|
(403.7)
|
Deferred tax liabilities
|
|
(458.4)
|
(565.5)
|
(420.5)
|
Derivative financial instruments
|
|
(2.4)
|
-
|
-
|
|
|
(2,892.2)
|
(3,229.1)
|
(3,592.0)
|
Total
liabilities
|
|
(4,368.0)
|
(5,011.1)
|
(4,818.0)
|
Net
liabilities
|
|
(156.6)
|
(227.2)
|
(359.4)
|
Equity
|
|
|
|
|
Called-up share capital
|
|
217.4
|
216.2
|
216.7
|
Share premium
|
|
1,294.7
|
1,294.7
|
1,294.7
|
Foreign currency translation reserve
|
|
(242.8)
|
(243.4)
|
(244.4)
|
Hedge reserve
|
|
(6.3)
|
(31.4)
|
(18.9)
|
Hedge reserve - time value
|
|
(26.1)
|
(47.4)
|
(16.3)
|
Merger reserve
|
|
755.2
|
755.2
|
755.2
|
Retained earnings
|
|
(2,148.7)
|
(2,171.1)
|
(2,346.4)
|
Equity attributable to equity holders of the
Company
|
|
(156.6)
|
(227.2)
|
(359.4)
|
Total
equity
|
|
(156.6)
|
(227.2)
|
(359.4)
|
Condensed statement of changes in equity
Six months ended 30 June 2024
$m
|
Share
capital
|
Share
premium
|
Foreign currency translation
reserve¹
|
Hedge
reserve²
|
Hedge
reserve - time
value²
|
Merger
reserves
|
Retained
earnings
|
Total
|
At 1 January
2023
|
215.2
|
1,294.7
|
(238.6)
|
(150.3)
|
(94.4)
|
755.2
|
(2,241.3)
|
(459.5)
|
Profit
for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
70.1
|
70.1
|
Hedges,
net of tax
|
-
|
-
|
-
|
118.9
|
47.0
|
-
|
-
|
165.9
|
Currency
translation adjustments
|
-
|
-
|
(4.8)
|
-
|
-
|
-
|
-
|
(4.8)
|
Exercise
of employee share options
|
1.0
|
-
|
-
|
-
|
-
|
-
|
(1.0)
|
-
|
Share-based payment charges
|
-
|
-
|
-
|
-
|
-
|
-
|
1.1
|
1.1
|
At 30 June
2023
|
216.2
|
1,294.7
|
(243.4)
|
(31.4)
|
(47.4)
|
755.2
|
(2,171.1)
|
(227.2)
|
Loss for the
period
|
-
|
-
|
-
|
-
|
-
|
-
|
(179.7)
|
(179.7)
|
Hedges, net of
tax
|
-
|
-
|
-
|
12.5
|
31.1
|
-
|
-
|
43.6
|
Currency translation
adjustments
|
-
|
-
|
(1.0)
|
-
|
-
|
-
|
-
|
(1.0)
|
Exercise of employee
share options
|
0.5
|
-
|
-
|
-
|
-
|
-
|
(0.5)
|
-
|
Share-based payment
charges
|
-
|
-
|
-
|
-
|
-
|
-
|
4.9
|
4.9
|
At 1
January 2024
|
216.7
|
1,294.7
|
(244.4)
|
(18.9)
|
(16.3)
|
755.2
|
(2,346.4)
|
(359.4)
|
Profit
for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
196.0
|
196.0
|
Hedges,
net of tax
|
-
|
-
|
-
|
12.6
|
(9.8)
|
-
|
-
|
2.8
|
Currency
translation adjustments
|
-
|
-
|
1.6
|
-
|
-
|
-
|
-
|
1.6
|
Exercise
of employee share options
|
0.7
|
-
|
-
|
-
|
-
|
-
|
(0.7)
|
-
|
Share-based payment charges
|
-
|
-
|
-
|
-
|
-
|
-
|
2.4
|
2.4
|
At 30 June
2024
|
217.4
|
1,294.7
|
(242.8)
|
(6.3)
|
(26.1)
|
755.2
|
(2,148.7)
|
(156.6)
|
|
|
|
|
|
|
|
|
| |
1.
The foreign currency translation reserve represents exchange
gains and losses arising on translation of foreign currency
subsidiaries, monetary items receivable from or payable to a
foreign operation for which settlement is neither planned nor
likely to occur, which form part of the net investment in a foreign
operation.
2.
The hedge reserve represents gains and losses on derivatives
classified as effective cash flow hedges.
Condensed consolidated cash flow statement
Six months ended 30 June 2024
$m
|
Notes
|
Six months ended
30.06.24 Unaudited
|
Six months ended
30.06.23
Unaudited
|
Year ended
31.12.23
Audited
|
Cash flows
from operating activities
|
|
|
|
|
Profit from continuing activities before
tax
|
|
367.6
|
217.2
|
95.9
|
Adjustments for:
|
|
|
|
|
Depreciation, depletion and
amortisation
|
12
|
199.7
|
167.1
|
436.6
|
Other losses/(gains)
|
|
-
|
1.3
|
(0.2)
|
Asset revaluation
|
13
|
(38.9)
|
-
|
-
|
Taxes paid in kind
|
|
(5.9)
|
(8.0)
|
(11.0)
|
Exploration costs written off
|
11
|
3.1
|
10.1
|
27.0
|
Impairment of property, plant and equipment,
net
|
12
|
(1.7)
|
33.2
|
408.1
|
Provisions reversal
|
|
(39.4)
|
-
|
(22.0)
|
Payment for provisions
|
20
|
(0.6)
|
(0.6)
|
(0.6)
|
Decommissioning expenditure
|
|
(9.9)
|
(40.0)
|
(78.1)
|
Share-based payment charge
|
|
2.4
|
1.1
|
6.0
|
Loss on hedging instruments
|
|
-
|
0.3
|
0.4
|
Gain on bond buyback
|
|
-
|
(65.2)
|
(86.0)
|
Finance income
|
9
|
(39.7)
|
(25.0)
|
(44.0)
|
Finance costs
|
9
|
177.7
|
160.3
|
329.6
|
Operating cash flow before working capital
movements
|
|
614.4
|
451.8
|
1,061.7
|
Decrease/ (Increase) in trade and other
receivables
|
|
33.0
|
(184.8)
|
(36.3)
|
(Increase)/ Decrease in inventories
|
|
(70.9)
|
49.0
|
66.6
|
(Decrease)/ Increase in trade
payables
|
|
(37.6)
|
61.3
|
58.7
|
Cash generated from operating
activities
|
|
538.9
|
377.3
|
1,150.7
|
Income taxes paid
|
|
(307.5)
|
(165.3)
|
(274.5)
|
Net cash from operating activities
|
|
231.4
|
212.0
|
876.2
|
Cash flows from investing
activities
|
|
|
|
|
Proceeds from disposals
|
|
-
|
-
|
0.7
|
Purchase of intangible exploration and
evaluation assets
|
|
(12.8)
|
(14.4)
|
(30.2)
|
Purchase of property, plant and
equipment
|
|
(139.5)
|
(134.9)
|
(262.3)
|
Acquisition of additional interests in a joint
operation
|
13
|
(8.1)
|
-
|
-
|
Interest received
|
|
10.2
|
13.2
|
23.3
|
Net cash used in investing
activities
|
|
(150.2)
|
(136.1)
|
(268.5)
|
Cash flows from financing
activities
|
|
|
|
|
Debt arrangement fees
|
|
-
|
-
|
(5.0)
|
Repayment of borrowings
|
|
(100.0)
|
(200.0)
|
(432.2)
|
Drawdown of borrowings
|
|
-
|
-
|
129.7
|
Payment of obligations under leases
|
|
(93.9)
|
(90.1)
|
(195.0)
|
Finance costs paid
|
|
(116.3)
|
(125.0)
|
(240.0)
|
Net cash used in financing
activities
|
|
(310.2)
|
(415.1)
|
(742.5)
|
Net (decrease)/ increase in cash and cash
equivalents
|
|
(229.0)
|
(339.2)
|
(134.8)
|
Cash and cash equivalents at beginning of
period
|
|
499.0
|
636.3
|
636.3
|
Foreign exchange gain/(loss)
|
|
2.6
|
(2.5)
|
(2.5)
|
Cash and cash equivalents at end
of period
|
|
272.6
|
294.6
|
499.0
|
Notes to the financial statements
Six months ended 30 June 2024
1. General information
The condensed financial statements for the
six-month period ended 30 June 2024 have been prepared in
accordance with International Accounting Standard (IAS) 34 Interim
Financial Reporting as adopted by UK and EU and the requirements of
the Disclosure and Transparency Rules (DTR) of the Financial
Conduct Authority (FCA) in the United Kingdom as applicable to
interim financial reporting.
The
Condensed financial statements represent a 'condensed set of
financial statements' as referred to in the DTR issued by the FCA.
Accordingly, they do not include all the information required for a
full annual financial report and are to be read in conjunction with
the Group's financial statements for the year ended 31 December
2023, which were prepared in accordance with UK-adopted
international accounting standards (IFRSs) and International
Financial Reporting Standards (IFRSs) adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the European Union
(EU). The Condensed financial statements are unaudited and do not
constitute statutory accounts as defined in section 434 of the
Companies Act 2006. The financial information for the year ended 31
December 2023 does not constitute statutory accounts as defined in
section 434 of the Companies Act 2006. This information was derived
from the statutory accounts for the year ended 31 December 2023, a
copy of which has been delivered to the Registrar of Companies. The
auditor's report on these accounts was unqualified, did not include
a reference to any matters to which the auditor drew attention by
way of an emphasis of matter and did not contain a statement under
sections 498 (2) or (3) of the Companies Act 2006.
2. Accounting
policies
The annual financial statements of Tullow Oil
plc will be prepared in accordance with United Kingdom adopted
international accounting standards ("UK adopted IFRSs") and
International Financial Reporting Standards adopted pursuant to
Regulation (EC) No. 1606/2002 as it applies in the European
Union. The condensed set of financial statements included in
this half-yearly financial report has been prepared in accordance
with International Accounting Standard (IAS) 34 'Interim Financial
Reporting' as adopted by UK and EU, the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority (DTR) and the Transparency (Directive 2004/109/EC)
Regulations 2007 as amended.
The accounting policies adopted in the 2024
half-yearly financial report other than for Goodwill, described
below, are the same as those adopted in the Group's Annual Report
and Accounts as at 31 December 2023.
Goodwill
The Group allocates goodwill to
cash-generating units (CGUs) that represent the assets acquired as
part of the business combination. Goodwill is tested for impairment
annually as at 31 December and when circumstances indicate that the
carrying value may be impaired. Impairment is determined for
goodwill by assessing the recoverable amount of each CGU (or group
of CGUs) to which goodwill relates. When the recoverable amount of
the CGU is less than it's carrying amount, an impairment loss is
recognised. Impairment losses relating to goodwill cannot be
reversed in future periods.
Going Concern
The Directors consider the going concern
assessment period to be up to 31 August 2025. The Group closely
monitors and manages its liquidity headroom. 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 producing assets and
different outcomes on ongoing disputes or litigation.
Management has applied the following oil price
assumptions for the going concern assessment:
Base Case: $82/bbl for 2024, $78/bbl for 2025;
and
Low Case: $70/bbl for 2024, $70/bbl for
2025.
The Low Case includes, amongst other downside
assumptions, a 10% production decrease and 10% increased operating
costs compared to the Base Case. Management has also considered
additional outflows in respect of all ongoing
litigations/arbitrations within the Low Case, with an additional
$111 million outflow being included for the cases expected to
progress in the period under assessment. The Low Case does not
include the outflow for the full exposure on Ghana BPRT arbitration
of $320 million (refer to note 10 Ghana tax assessments for
details). The remaining arbitration cases are not expected to
conclude within the going concern period and no outflows have been
included in that respect.
At 30 June 2024, the Group had $0.7 billion
liquidity headroom consisting of c.$0.2 billion free cash and $0.5
billion available under the revolving credit facility, maturing in
December 2024.
The Group or its affiliates may, at any time and
from time to time, seek to refinance, retire or purchase any or all
of its outstanding debt through new debt financings and/or cash
purchases, in open-market purchases, privately negotiated
transactions or otherwise. Such refinancing or repurchases, if any,
will be upon such terms and at such prices as management may
determine, and will depend on prevailing market conditions,
liquidity requirements and other factors.
2. Accounting policies
continued
Going concern continued
The Group's forecasts show that the Group will
be able to operate within its current debt facilities and have
sufficient financial headroom for the going concern assessment
period under its Base Case and Low Case. The Directors have also
performed a reverse stress test to establish the average oil price
throughout the going concern period required to reduce headroom to
zero, that price was determined to be $20/bbl. Based on the
analysis above, the Directors have a reasonable expectation that
the Group has adequate resources to continue in operational
existence for the foreseeable future. Thus, they have adopted the
going concern basis of accounting in preparing the half year
results.
3. Earnings per share
The calculation of basic earnings per share is
based on the profit for the period after taxation attributable to
equity holders of the parent of $196.0 million (1H 2023: profit of
$70.1 million) and a weighted average number of shares in issue of
1,455.5 million (1H 2023: 1,444.0 million).
The calculation of diluted earnings per share is
based on the profit for the period after taxation as for basic
earnings per share. The number of shares outstanding, however, is
adjusted to show the potential dilution if employee share options
are converted into ordinary shares. The weighted average number of
ordinary shares is increased by 66.1 million resulting in a diluted
weighted average number of shares of 1,521.6 million (1H 2023:
1,492.4 million).
4. Dividends
The Directors intend to recommend that no 2024
interim dividend be paid.
5. Approval of Accounts
These unaudited half year results were approved
by the Board of Directors on 6 August 2024.
6. Segmental Reporting
The information reported to the Group's Chief
Executive Officer for the purposes of resource allocation and
assessment of segment performance is focused on four Business Units
- Ghana, Non-operated producing assets and decommissioning assets,
Kenya and Exploration. Therefore, the Group's reportable segments
under IFRS 8 are Ghana, Non-Operated, Kenya and
Exploration.
The following tables present revenue, profit and
certain asset and liability information regarding the Group's
reportable business segments for the period ended 30 June 2024, 30
June 2023 and 31 December 2023.
$m
|
Ghana
|
Non-Operated
|
Kenya
|
Exploration
|
Corporate
|
Total
|
|
Six months ended 30 June
2024
|
|
|
|
|
|
|
Sales revenue by origin
|
703.0
|
113.7
|
-
|
-
|
(57.9)
|
758.8
|
Segment result1
|
446.2
|
80.0
|
-
|
(2.2)
|
(65.8)
|
458.2
|
Other provisions
|
|
|
|
|
|
39.4
|
Unallocated corporate expenses2
|
|
|
|
|
|
(30.9)
|
Asset revaluation
|
|
|
|
|
|
38.9
|
Operating profit
|
|
|
|
|
|
505.6
|
Loss on hedging instruments
|
|
|
|
|
|
-
|
Gain on bond buyback
|
|
|
|
|
|
-
|
Finance income
|
|
|
|
|
|
39.7
|
Finance costs
|
|
|
|
|
|
(177.7)
|
Profit before tax
|
|
|
|
|
|
367.6
|
Income tax expense
|
|
|
|
|
|
(171.6)
|
Profit after tax
|
|
|
|
|
|
196.0
|
Total assets
|
3,346.3
|
341.7
|
255.8
|
50.7
|
216.9
|
4,211.4
|
Total liabilities3
|
(1,981.8)
|
(287.2)
|
(7.2)
|
(1.8)
|
(2,090.0)
|
(4,368.0)
|
Other segment
information
|
|
|
|
|
|
|
Capital expenditure:
|
|
|
|
|
|
|
Property, plant and equipment
|
90.0
|
113.7
|
(0.4)
|
-
|
2.4
|
205.7
|
Intangible exploration and evaluation assets
|
0.1
|
2.4
|
3.9
|
5.3
|
-
|
11.7
|
Depletion, depreciation and amortization
|
(181.0)
|
(17.4)
|
-
|
-
|
(1.3)
|
(199.7)
|
Impairment of property, plant and equipment, net
|
-
|
1.7
|
-
|
-
|
-
|
1.7
|
Exploration costs written off
|
-
|
(0.8)
|
-
|
(2.2)
|
(0.1)
|
(3.1)
|
|
|
|
|
|
|
|
|
|
|
|
| |
1.
Segment result is a non IFRS measure which includes gross profit,
exploration costs written off, impairment of property, plant and
equipment. See reconciliation below.
2.
Unallocated expenditure and includes amounts of a corporate nature
and not specifically attributable to a geographic area.
3.
Total liabilities - Corporate comprise the Group's external debt
and other non-attributable liabilities.
6. Segmental reporting continued
Reconciliation of segment result
$m
|
Six
months ended 30.06.24 Unaudited
|
Six
months ended 30.06.23 Unaudited
|
Year
ended 31.12.23 Audited
|
Segment
result
|
458.2
|
308.0
|
329.8
|
Add back
|
|
|
|
Exploration costs written off
|
3.1
|
10.1
|
27.0
|
Impairment of Property, Plant and Equipment
|
(1.7)
|
33.2
|
408.1
|
Gross profit
|
459.6
|
351.3
|
764.9
|
$m
|
Ghana
|
Non-Operated
|
Kenya
|
Exploration
|
Corporate
|
Total
|
Six months ended 30 June
2023
|
|
|
|
|
|
|
Sales revenue by origin
|
579.4
|
263.4
|
-
|
-
|
(65.9)
|
776.9
|
Segment result1
|
318.7
|
77.2
|
(9.1)
|
(5.6)
|
(73.2)
|
308.0
|
Other provisions
|
|
|
|
|
|
(1.3)
|
Gain on bargain purchase
|
|
|
|
|
|
-
|
Unallocated corporate expenses2
|
|
|
|
|
|
(19.1)
|
Operating profit
|
|
|
|
|
|
287.6
|
Loss on hedging instruments
|
|
|
|
|
|
(0.3)
|
Gain on bond buyback
|
|
|
|
|
|
65.2
|
Finance income
|
|
|
|
|
|
25.0
|
Finance costs
|
|
|
|
|
|
(160.3)
|
Profit before tax
|
|
|
|
|
|
217.2
|
Income tax expense
|
|
|
|
|
|
(147.1)
|
Profit after tax
|
|
|
|
|
|
70.1
|
Total assets
|
3,857.5
|
364.1
|
258.9
|
47.7
|
255.7
|
4,783.9
|
Total liabilities3
|
(2,250.8)
|
(345.9)
|
(10.2)
|
(3.9)
|
(2,400.3)
|
(5,011.1)
|
Other segment
information
|
|
|
|
|
|
|
Capital expenditure:
|
|
|
|
|
|
|
Property, plant and equipment
|
201.3
|
48.8
|
-
|
-
|
0.4
|
250.5
|
Intangible exploration and evaluation assets
|
0.3
|
(4.9)
|
3.1
|
9.4
|
-
|
7.9
|
Depletion, depreciation and amortisation
|
(140.7)
|
(22.9)
|
(0.6)
|
-
|
(2.9)
|
(167.1)
|
Impairment of property, plant and equipment, net
|
-
|
(33.2)
|
-
|
-
|
-
|
(33.2)
|
Exploration costs written off
|
(0.3)
|
4.9
|
(9.1)
|
(5.6)
|
-
|
(10.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1.
Segment result is a non IFRS measure which includes gross
profit, exploration costs written off, impairment of property,
plant and equipment. See reconciliation above.
2.
Unallocated expenditure includes amounts of a corporate
nature and not specifically attributable to a geographic
area.
3.
Total liabilities - Corporate comprise the Group's external debt
and other non-attributable liabilities.
4.
6. Segmental reporting continued
$m
|
Ghana
|
Non-Operated
|
Kenya
|
Exploration
|
Corporate
|
Total
|
Year ended 31
December 2023
|
|
|
|
|
|
|
Sales revenue by origin
|
1,311.4
|
461.8
|
-
|
-
|
(139.1)
|
1,634.1
|
Segment result1
|
408.2
|
114.0
|
(17.9)
|
(9.9)
|
(164.6)
|
329.8
|
Other provisions
|
|
|
|
|
|
22.0
|
Gain on bargain purchase
|
|
|
|
|
|
_
|
Other gains
|
|
|
|
|
|
0.2
|
Unallocated corporate expenses2
|
|
|
|
|
|
(56.1)
|
Operating profit
|
|
|
|
|
|
295.9
|
Loss on hedging instruments
|
|
|
|
|
|
(0.4)
|
Gain on bond buyback
|
|
|
|
|
|
86.0
|
Finance income
|
|
|
|
|
|
44.0
|
Finance costs
|
|
|
|
|
|
(329.6)
|
Profit before tax
|
|
|
|
|
|
95.9
|
Income tax expense
|
|
|
|
|
|
(205.5)
|
Profit after tax
|
|
|
|
|
|
(109.6)
|
Total assets
|
3,529.7
|
200.9
|
253.3
|
48.5
|
426.2
|
4,458.6
|
Total liabilities3
|
(2,231.6)
|
(355.1)
|
(10.3)
|
(2.9)
|
(2,218.1)
|
(4,818.0)
|
Other segment
information
|
|
|
|
|
|
|
Capital expenditure:
|
|
|
|
|
|
|
Property, plant and equipment
|
413.7
|
85.9
|
(2.2)
|
-
|
2.1
|
499.5
|
Intangible exploration and evaluation
assets
|
0.2
|
1.6
|
7.5
|
16.1
|
-
|
25.4
|
Depletion, depreciation and amortisation
|
(387.7)
|
(44.1)
|
0.6
|
-
|
(5.4)
|
(436.6)
|
Impairment of property, plant and equipment, net
|
(301.2)
|
(97.9)
|
-
|
-
|
(9.0)
|
(408.1)
|
Exploration costs written off
|
(0.2)
|
0.9
|
(17.9)
|
(9.8)
|
-
|
(27.0)
|
1.
Segment result is a non-IFRS measure which includes gross profit,
exploration costs written off and impairment of property, plant and
equipment. See reconciliation above.
2.
Unallocated expenditure includes amounts of a corporate nature and
not specifically attributable to a geographic area.
3.
Total liabilities - Corporate comprise of the Group's external
debt, derivative financial instruments and other non-attributable
liabilities.
4.
6. Segmental reporting
continued
$m
|
Sales
revenue six months ended
30.06.24
|
Sales
revenue six months ended
30.06.23
|
Sales
revenue Year ended
31.12.23
|
Non-current assets
30.06.241
|
Non-current assets
30.06.231
|
Non-current assets
31.12.231
|
Ghana
|
703.0
|
579.4
|
1,311.4
|
2,618.9
|
2,848.5
|
2,771.0
|
Total
Ghana
|
703.0
|
579.4
|
1,311.4
|
2,618.9
|
2,848.5
|
2,771.0
|
Kenya
|
-
|
-
|
-
|
254.4
|
253.8
|
250.0
|
Total
Kenya
|
-
|
-
|
-
|
254.4
|
253.8
|
250.0
|
Argentina
|
-
|
-
|
-
|
37.8
|
35.1
|
36.4
|
Côte d'Ivoire
|
-
|
-
|
-
|
7.3
|
4.7
|
5.8
|
Total
Exploration
|
-
|
-
|
-
|
45.1
|
39.8
|
42.2
|
Gabon
|
93.4
|
242.1
|
419.5
|
227.7
|
126.9
|
82.8
|
Côte d'Ivoire
|
20.3
|
21.3
|
42.3
|
-
|
57.7
|
0.4
|
Total
Non-Operated
|
113.7
|
263.4
|
461.8
|
227.7
|
184.6
|
83.2
|
Corporate
|
(57.9)
|
(65.9)
|
(139.1)
|
13.0
|
22.0
|
12.0
|
Total
|
758.8
|
776.9
|
1,634.1
|
3,159.1
|
3,348.7
|
3,158.4
|
1.
Excludes derivative financial instruments and deferred tax
assets.
7. Total revenue
$m
|
Six
months ended 30.06.24 Unaudited
|
Six
months ended 30.06.23 Unaudited
|
Year
ended 31.12.23 Audited
|
Revenue from contracts with
customers
|
|
|
|
Revenue from crude oil sales
|
788.1
|
837.9
|
1,744.6
|
Revenue from gas sales
|
28.6
|
4.9
|
28.6
|
Total revenue from
contracts with customers
|
816.7
|
842.8
|
1,773.2
|
Loss on realisation of cash flow
hedges
|
(57.9)
|
(65.9)
|
(139.1)
|
Total
revenue
|
758.8
|
776.9
|
1,634.1
|
Finance income has been presented
as part of net financing costs (refer to note 9).
8. Other costs
$m
|
Six
months ended 30.06.24 Unaudited
|
Six
months ended 30.06.23 Unaudited
|
Year
ended 31.12.23 Audited
|
Cost of
sales
|
|
|
|
Operating costs
|
124.7
|
136.4
|
292.9
|
Depletion and amortisation of oil and gas and leased
assets1
|
198.0
|
163.2
|
430.8
|
(Underlift), overlift and oil stock
movements2
|
(39.2)
|
108.9
|
109.3
|
Royalties
|
15.7
|
16.3
|
33.9
|
Share-based payment charge included in cost of
sales
|
-
|
-
|
0.4
|
Other cost of sales
|
-
|
0.8
|
1.9
|
Total cost of
sales
|
299.2
|
425.6
|
869.2
|
Administrative
expenses
|
|
|
|
Share-based payment charge included in administrative
expenses
|
2.0
|
1.1
|
5.6
|
Depreciation of other fixed assets1
|
1.7
|
3.9
|
5.8
|
Other administrative costs
|
27.2
|
14.1
|
44.7
|
Total administrative
expenses3
|
30.9
|
19.1
|
56.1
|
Provisions
reversal4
|
(39.4)
|
-
|
(22.0)
|
1.
Depreciation expense on leased assets of $42.4 million as per note
12 includes a charge of $0.7 million on leased administrative
assets, which is presented within administrative expenses in the
income statement. The remaining balance of $41.7 million relates to
other leased assets and is included within cost of
sales.
2.
Refer to Page 5 of Finance Review and Note 16 for detailed
explanations.
3.
The increase in other administrative costs is mainly due to one-off
redundancy costs, payroll costs and phasing of costs.
4.
A previously recognised provision of $39.4 million relating to a
potential claim arising out of historical contractual agreements
has been released in the current period as no claim was
raised.
9. Net financing costs
$m
|
Six
months ended 30.06.24 Unaudited
|
Six
months ended 30.06.23 Unaudited
|
Year
ended 31.12.23 Audited
|
Interest on borrowings
|
108.0
|
122.7
|
237.0
|
Interest on obligations for leases
|
62.0
|
32.1
|
78.6
|
Total borrowing
costs
|
170.0
|
154.8
|
315.6
|
Finance and arrangement fees
|
0.6
|
0.1
|
1.9
|
Other interest expense
|
1.3
|
0.4
|
2.0
|
Unwinding of discount on decommissioning
provisions
|
5.8
|
5.0
|
10.1
|
Total finance
costs
|
177.7
|
160.3
|
329.6
|
Interest income on amounts due from Joint Venture
partners for leases
|
(24.6)
|
(12.0)
|
(30.1)
|
Other finance income
|
(15.1)
|
(13.0)
|
(13.9)
|
Total finance
income
|
(39.7)
|
(25.0)
|
(44.0)
|
Net financing costs
|
138.0
|
135.3
|
285.6
|
10. Taxation on profit on continuing
activities
The overall net tax expense of $171.3 million
(1H 2023: $147 million) primarily relates to tax charges in respect
of the Group's production activities in West Africa, reduced by
deferred tax credits associated with UK decommissioning assets,
exploration write-offs and impairments. The tax charge has been
calculated by applying the effective tax rate which is expected to
apply to each jurisdiction for the year ending 31 December
2024.
Based on a profit before tax for the first half
of the year of $368 million (1H 2023: $217 million), the effective
tax rate is 46.7% (1H 2023: 67.7%). After adjusting for the
non-recurring amounts related to exploration write-offs,
impairments, disposals and their associated tax benefit, the
Group's underlying effective tax rate is 51.7% (1H 2023: 56.2%). In
the UK there is net interest and hedging expenses of $123million
(1H 2023: $80 million), however there is no UK tax benefit as in
previous periods.
Uncertain tax treatments
The Group is subject to various
material claims which arise in the ordinary course of its business
in various jurisdictions, including cost recovery claims, claims
from other regulatory bodies and both corporate income tax and
indirect tax claims. The Group is in formal dispute proceedings
regarding a number of these tax claims with significant updates
described in more detail below. The resolution of tax positions,
through negotiation with the relevant tax authorities or
litigation, can take several years to complete. In assessing
whether these claims should be provided for in the Financial
Statements, Management has considered them in the context of the
applicable laws and relevant contracts for the countries concerned.
Management has applied judgement in assessing the likely outcome of
the claims and has estimated the financial impact based on external
tax and legal advice and prior experience of such
claims.
Due to the uncertainty of such tax
items, it is possible that on conclusion of an open tax matter at a
future date the outcome may differ significantly from Management's
estimate. If the Group was unsuccessful in defending itself from
all these claims, the result would be additional unprovided
liabilities of $1,037.7 million (1H 2023: $989.4 million; FY23:
$1,030.3 million) which includes $6.4 million of interest and
penalties (1H 2023: $11.5million; FY23: $6.9million).
Provisions of $86.2million (1H
2023: $99.4 million; FY23: $85.0 million) are included in income
tax payable ($78.7 million (1H 2023: $71.0 million; FY23:
$78.3million)) and provisions $7.5million (1H 2023: $28.4 million;
FY23: $6.7million)). Where these matters relate to expenditure
which is capitalised within Intangible Exploration and Evaluation
Assets and Property, Plant and Equipment, any difference between
the amounts accrued and the amounts settled is capitalised within
the relevant asset balance, subject to applicable impairment
indicators. Where these matters relate to producing activities or
historical issues, any differences between the accrued and settled
amounts are taken to the group income statement.
The provisions and contingent
liabilities relating to these disputes have decreased following the
conclusion of tax authority challenges and matters lapsing under
statutes of limitation, but have increased, following new claims
being initiated and extrapolation of exposures through to 30 June
2023, giving rise to an overall increase in provision of $1.2
million and increase in contingent liability of $7.4million from 31
December 2023.
Ghana tax assessments
In October 2021, Tullow Ghana
Limited ("TGL") filed
a Request for Arbitration with the International Chamber of
Commerce ("ICC") disputing the US$320 million branch profits remittance
tax ("BPRT") assessment issued as part of the direct tax audit for the
financial years 2014 to 2016. The Ghana Revenue Authority
("GRA") is seeking to apply BPRT under a
law which the Group considers is not applicable to TGL, since it
falls outside the tax regime provided for in the Petroleum
Agreements and relevant double tax treaties.
The parties have agreed a procedural timetable
for the arbitration under which the first Tribunal hearing was held
in October 2023, with a second hearing held in June 2024 and a
decision from the panel is expected in the second half of the
year.
In December 2022, TGL received a
$190.5m corporate income tax assessment and payment demand from the
GRA relating to the disallowance of loan interest for the financial
years 2010 to 2020. The Group has previously disclosed assessments
by the GRA relating to the same issue; this revised assessment
supersedes all previous claims. The Group considers the assessment
to breach TGL's rights under its Petroleum Agreements. In February
2023, TGL filed a Request for Arbitration to the ICC, disputing the
assessment with the suspension of TGL's obligation to pay any
amount in relation to the assessment until the dispute is formally
resolved. The parties have agreed a
procedural timetable for the arbitration under which the first
Tribunal hearing will be held in July 2025.
In December 2022, TGL received a
$196.5m corporate income tax assessment and payment demand from the
GRA relating to proceeds received by Tullow during the financial
years 2016 to 2019 under Tullow's corporate Business Interruption
Insurance policy. The Group considers the assessment to breach
TGL's rights under its Petroleum Agreements. In February 2023, TGL
filed a Request for Arbitration to the ICC, disputing the
assessment with the suspension of TGL's obligation to pay any
amount in relation to the assessment until the dispute is formally
resolved. The parties have agreed a
procedural timetable for the arbitration under which the first
Tribunal hearing will be held in November 2025.
The Group continues to engage with
the Government of Ghana with the aim of resolving all tax disputes
on a mutually acceptable basis.
10. Taxation on profit on continuing
activities continued
Bangladesh litigation
The National Board of Revenue ("NBR") is seeking
to disallow $118 million of tax relief in respect of development
costs incurred by Tullow Bangladesh Limited ("TBL"). The NBR
subsequently issued a payment demand to TBL in February 2020 for
Taka 3,094m (c$37 million) requesting payment by 15 March 2020.
However, under the Production Sharing Contract ("PSC"), the
Government is required to indemnify TBL against all taxes levied by
any public authority, and the share of production paid to
Petrobangla ("PB"), Bangladesh's national oil company, is deemed to
include all taxes due which PB is then obliged to pay to the NBR.
TBL sent the payment demand to PB and the Government requesting the
payment or discharge of the payment demand under their respective
PSC indemnities. On 14 June 2021 TBL issued a formal notice of
dispute under the PSC to the Government and PB. A further request
for payment was received from NBR on 28 October 2021 demanding
settlement by 15 November 2021. Arbitration proceedings were
initiated under the PSC on 29 December 2021 and a hearing of the
merits of the case were heard by the Tribunal on 20 May 2024.
Further written submissions are expected to be made to the Tribunal
by both parties during 2024.
Timing of cash-flows
While it is not possible to estimate the timing
of tax cash flows in relation to possible outcomes with certainty.
Management anticipates that there will not be material cash taxes
paid in excess of the amounts provided for uncertain tax
treatments.
11. Intangible exploration and evaluation
assets
$m
|
Six
months ended 30.06.24 Unaudited
|
Six
months ended 30.06.23 Unaudited
|
Year
ended 31.12.23 Audited
|
At 1
January
|
287.0
|
288.6
|
288.6
|
Additions
|
10.7
|
7.9
|
25.4
|
Acquisitions of additional interest in joint
operation
|
1.0
|
-
|
-
|
Exploration costs written off
|
(3.1)
|
(10.1)
|
(27.0)
|
At 30 June/31
December
|
295.6
|
286.4
|
287.0
|
The below table provides a summary of the
exploration costs written off on a pre-tax basis by
country.
Country
|
CGU
|
Rationale for write-off six months ended
30.06.24
|
Write-off 30.06.24 Unaudited $m
|
Remaining recoverable amount 30.06.24 Unaudited $m
|
Côte d'Ivoire
|
Block 524
|
a
|
1.5
|
-
|
New Ventures
|
Various
|
b
|
0.8
|
-
|
Uganda
|
Exploration areas 1, 1A, 2 and 3A
|
c
|
0.8
|
-
|
Total
write-off
|
|
|
3.1
|
-
|
a. Current year expenditure on
assets previously written off
b. New Ventures expenditure is
written off as incurred
c. Write-off of indirect tax
receivable
Kenya:
Discussions with the Government of Kenya (GoK)
on securing government deliverables and approval of the Field
Development Plan (FDP) have been ongoing since its submission on 10
December 2021. An updated FDP was submitted on 3 March 2023 and is
being reviewed by the GoK before ratification by the Kenyan
Parliament. Since 1 January 2024, the review period for the FDP was
extended to 31 December 2024. The Group expects a production
licence to be granted once government due process has been
completed.
On 22 May 2023, Africa Oil Corporation (AOC)
and Total Energies (TE) gave notice of their respective withdrawal
from the Blocks 10BA, 10BB and 13T Production Sharing Contracts
(PSCs) and the Joint Operating Agreements (JOAs), effective 30 June
2023, quoting differing internal strategic objectives as reasons.
The withdrawal is ultimately subject to the GoK's consent, at which
stage the transaction will be considered completed and Tullow will
have full rights and liabilities under the JOA. Pending GoK
approval, per the terms of the agreement, the participating
interest (PI) vests in trust for the sole and exclusive benefit of
Tullow, who is the only remaining Joint Venture Partner.
11. Intangible exploration and evaluation
assets continued
In management's view, in light of public
statements and announcements made by AOC and TE to this effect, and
in accordance with the terms of the Joint Operating Agreement, it
is considered that the 50% ownership held by AOC and TE was passed
on 30 June 2023, resulting in Tullow holding 100%. From that date,
Tullow has the right to benefit from the PI and is liable for all
costs incurred going forward (except those for which the
withdrawing parties remain liable for). As the sole party, Tullow
can control and direct the use of the asset from 30 June 2023. The
position remained unchanged as at 30 June 2024. Tullow accounted
for this as asset acquisition at nil cost. An
impairment assessment was performed at 31 December 2023, following
the withdrawal of the partners and upward revision of oil prices
which were identified as impairment assessment triggers. This
resulted in an NPV significantly in excess of the book value.
However, the Group has identified the following uncertainties in
respect of the Group's ability to realise the estimated Value in
Use (VIU); receiving and subsequently finalising an acceptable
offer from a strategic partner and securing governmental approvals
relating thereto, obtaining financing for the project and
government deliverables in form of provision of required
infrastructure and fiscal terms. These items require satisfactory
resolution before the Group can take a Final Investment Decision
(FID).
Due to the binary nature of these
uncertainties, the Group was unable to either adjust the cash flows
or discount rate appropriately. It therefore used its judgement to
determine a risk-adjusted VIU to compare against the net book value
of the asset which resulted in an impairment of $17.9
million being recognised as at 31 December 2023. Should the
uncertainties around the project be resolved, there will be a
reversal of a previously recorded impairment. However, if the
uncertainties are not resolved there will be an additional
impairment of $246.7 million.
At 30 June 2024, the uncertainties outlined
have remained largely unchanged and no material modifications have
occurred in the development. Therefore, no trigger for impairment
or impairment reversal was identified.
Country
|
CGU
|
Rationale for write-off/(back)
six months ended 30.06.23
|
Write-off/(back) 30.06.23 Unaudited $m
|
Remaining recoverable amount 30.06.23 Unaudited $m
|
Guyana
|
Kanuku and Orinduik
|
a,
b
|
1.6
|
-
|
Côte d'Ivoire
|
Block 524
|
b
|
2.0
|
-
|
Kenya
|
Blocks 10BB and 13T
|
c
|
9.1
|
246.7
|
New Ventures
|
Various
|
d
|
2.1
|
-
|
Uganda
|
Exploration areas 1, 1A, 2 and
3A
|
e
|
(4.9)
|
-
|
Other
|
Various
|
a,
b
|
0.2
|
-
|
Total write-off
|
|
|
10.1
|
-
|
a. Licence relinquishments,
expiry, planned exit or reduced activity
b. Current year expenditure on
assets previously written off
c. Following VIU assessment
subsequent to withdrawal of JV partners
d. New Ventures expenditure is
written off as incurred
e. Release of indirect tax
provision
Country
|
CGU
|
Rationale for
write-off/(back)
year ended 31.12.23
|
Write-off/ (back) 31.12.23 Audited
$m
|
Remaining recoverable amount 31.12.23
Audited
$m
|
Guyana
|
Kanuku
|
a
|
1.7
|
-
|
Guyana
|
Orinduik
|
a
|
0.7
|
-
|
Côte d'Ivoire
|
Block 524
|
a
|
3.3
|
-
|
Kenya
|
Blocks 10BB and 13T
|
b, c
|
17.9
|
242.2
|
New Ventures
|
Various
|
d
|
4.1
|
-
|
Uganda
|
Exploration areas 1, 1A, 2 and 3A
|
e
|
(4.3)
|
-
|
Gabon
|
DE8
|
f
|
3.4
|
-
|
Other
|
Various
|
|
0.2
|
-
|
Total write-off
|
|
|
27.0
|
-
|
a. Current year expenditure on
assets previously written off
b. Following VIU assessment
subsequent to withdrawal of JV partners
c. Revision of short, medium and
long-term oil price assumptions
d. New Ventures expenditure is
written off as incurred
e. Release of indirect tax
provision following settlement
f. Unsuccessful well costs written
off
12. Property, plant and equipment
continued
|
Trigger
for impairment/(reversal)
six months ended 30.06.24
|
Impairment/ (reversal) 30.06.24
Unaudited
$m
|
30.06.24
Remaining recoverable amount
Unaudited
$m
|
Espoir (Cote D'Ivoire)
|
a
|
(4.0)
|
-
|
UK 'CGU'1
|
b
|
2.3
|
-
|
Impairment
|
|
(1.7)
|
-
|
1.
The fields in the UK are grouped into one CGU as all fields share
critical gas infrastructure.
a.
Change to decommissioning discount rate.
b.
Change to decommissioning estimate
|
Trigger
for impairment six months ended 30.06.23
|
Impairment
30.06.23
Unaudited
$m
|
30.06.23
Remaining recoverable amount
Unaudited
$m
|
Mauritania
|
a
|
27.6
|
-
|
UK 'CGU'1
|
a
|
5.6
|
-
|
Impairment
|
|
33.2
|
-
|
1.
The fields in the UK are grouped into one CGU as all fields share
critical gas infrastructure.
a.
Change to decommissioning estimate.
|
Trigger
for impairment/ (reversal) year ended 31.12.23
|
Impairment/ (reversal)
31.12.23
Audited)
$m
|
Pre-tax
discount rate assumption
|
31.12.23
Remaining recoverable amount2
Audited
$m
|
Espoir (Cote d'Ivoire)
|
a,c
|
53.5
|
14%
|
0.4
|
TEN (Ghana)
|
b,c
|
301.2
|
14%
|
528.3
|
Mauritania
|
d
|
27.9
|
n/a
|
-
|
UK 'CGU'1
|
d,e
|
16.5
|
n/a
|
-
|
UK Corporate
|
f
|
9.0
|
n/a
|
-
|
Impairment
|
|
408.1
|
|
|
1.
The fields in the UK are grouped into one CGU as all fields within
those countries share critical gas infrastructure.
2.
The remaining recoverable amount of the asset is its value in
use.
a.
Increase in production and development costs.
b.
Revision of value based on revisions to reserves.
c.
Revision of short, medium and long-term oil price
assumptions.
d.
Change to decommissioning estimate.
e.
The fields in the UK are grouped into one CGU as all fields within
those countries share critical gas infrastructure.
f. Fully impaired right-of-use
asset relating to a vacant office space.
The Group applied the following nominal oil
price assumption for impairment assessments:
|
Year 1
|
Year 2
|
Year 3
|
Year 4
|
Year 5
|
Year 6
onwards
|
1H 2024
|
$82/bbl
|
$78/bbl
|
$75/bbl
|
$75/bbl
|
$75/bbl
|
$75/bbl inflated at
2%
|
FY 2023
|
$78/bbl
|
$75/bbl
|
$75/bbl
|
$75/bbl
|
$75/bbl
|
$75/bbl inflated at
2%
|
*At 1H 2024 there were no impairment
assessments carried out as no triggers were identified.
13. Business combination
On 29 February 2024 the Group completed the
Asset Swap agreement (ASA) transaction with Perenco Oil and Gas
Gabon S.A ("Perenco"). The rationale for the Transaction is the
simplification of the Group's equity ownership across key fields in
Gabon, creating better alignment between the participating interest
partners and streamlining processes such as budgeting, cost
management and capital allocation. The revised portfolio of assets
will enable Tullow to leverage its technical skills and focus on
more material positions in key fields.
The transaction is an asset swap achieved
through the exchange of participating interests held by both
parties in certain licences in Gabon. The exchange represents the
acquisition of an additional interest in a joint operation that
constitutes a business and therefore IFRS 11 requires the
application of the principles in IFRS 3 relating to business
combinations.
In line with the requirements of IFRS 3, the
interests transferred as part of the consideration, which comprises
mainly of Property, Plant, and Equipment of $54.4 million, have
been remeasured to the acquisition date fair value of $93.3
million. This has resulted in an asset revaluation gain of $38.9
million recognised in the income statement at 30 June
2024.
The below table shows the pre completion and
post completion equities in the licences subject to the
transaction:
Field
|
|
Pre-completion
|
Post-completion
|
Kowe (Tchatamba)
|
Acquisition
|
25.0%
|
40.0%
|
DE8
|
Acquisition
|
20.0%
|
40.0%
|
Simba
|
Disposal
|
57.5%
|
40.0%
|
Limande
|
Disposal
|
40.0%
|
0%
|
Turnix
|
Disposal
|
27.5%
|
0%
|
Moba
|
Disposal
|
24.3%
|
0%
|
Oba
|
Disposal
|
10.0%
|
0%
|
The exchange of the transferred
interests between the parties was deemed for all purposes to be
made with effect from the economic date of 1 February 2023 but
completed on 29 February 2024 and this is therefore the acquisition
date. The transaction was intended to be cash neutral on the
economic date as the fair value of the assets exchanged were
considered to be equal at that time and therefore no additional
consideration would have been payable by either party at that time.
However, as the transaction completed more than a year later, the
ASA included provisions to ensure the neutrality of the transaction
via cash adjustments for the period between the economic date and
the completion date, the agreed adjustment upon completion was $8.1
million which has been included within investing activities in the
cash flow statement.
The fair values of the
identifiable assets and liabilities acquired were:
|
Fair value
recognised on
acquisition
$m
|
|
|
Intangible assets
|
1.0
|
Property, plant and equipment
|
97.4
|
Other current assets
|
0.7
|
Goodwill
|
44.9
|
Total assets acquired
|
144.0
|
Trade and other payables
|
-
|
Provisions
|
(5.8)
|
Deferred tax liabilities
|
(44.9)
|
Total liabilities assumed
|
(50.7)
|
Net identifiable assets
acquired
|
93.3
|
|
|
Total purchase
consideration
|
(93.3)
|
Consideration satisfied by exchange of
assets
|
(85.2)
|
Consideration satisfied by cash
|
(8.1)
|
Purchase of
O&G Assets per the cash flow statement
|
(8.1)
|
13. Business combination
continued
Valuation methodology and assumptions
The fair value of the purchase consideration of
$93.3 million reflects the discounted future cash flows of the
assets and liabilities exchanged as part of the swap as the
transaction is intended to be value neutral. Provisions represent
the present value of decommissioning costs which are expected to be
incurred after the end of the licence in 2046.
Goodwill of $44.9 million was
recognised upon acquisition due to the requirement of IAS 12 to
recognise a deferred tax liability or asset for the difference
between the fair value of the assets acquired and liabilities
assumed, and their respective tax bases. Therefore, goodwill has
arisen as a direct result of the recognition of the deferred tax
liability. None of the goodwill is deductible for income tax
purposes.
The disclosure requirement of IFRS 3
in relation to contributions to revenue and profit or loss have not
been included as they are impracticable to obtain due to Tullow not
being the operator of the assets.
No material acquisition-related
costs were incurred in relation to the transaction.
14. Trade receivables
Trade receivables comprise amounts due for the
sale of oil and gas. They are generally due for settlement within
30-60 days and are therefore all classified as current. The Group holds the trade receivable with
the objective of collecting the contractual cash flows and
therefore measures them subsequently at amortised cost using the
effective interest method.
The balance of trade receivables as
of 30 June 2024 of $91.6 million (1H 2023: $164.0 million; FY 2023:
$43.5 million) relates to June 2024 gross gas sales in Ghana
($75.4m) and oil liftings in Gabon ($11.7m) and Cote D'Ivoire
($4.5m).
15. Other assets
$m
|
30.06.24
Unaudited
|
30.06.23
Unaudited
|
31.12.23
Audited
|
Non-current
|
|
|
|
Amounts due from joint venture partners
|
296.5
|
50.6
|
332.5
|
VAT recoverable
|
7.0
|
3.5
|
6.1
|
|
303.5
|
54.1
|
338.6
|
Current
|
|
|
|
Amounts due from joint venture partners
|
440.7
|
769.4
|
498.1
|
Underlifts
|
11.1
|
20.7
|
47.8
|
Prepayments
|
21.4
|
27.1
|
21.1
|
Other current assets
|
2.9
|
5.3
|
4.2
|
|
476.1
|
822.5
|
571.2
|
|
779.6
|
876.6
|
909.8
|
The movement between current and non-current
amounts due from joint venture partners is mainly driven by the
receivables relating to the TEN FPSO lease and loan balances in
Ghana.
Underlifts of $11.1 million as at 30 June 2024
are due to the timing of liftings and are mainly attributable to
the Jubilee field in Ghana.
16. Inventories
$m
|
30.06.24
Unaudited
|
30.06.23
Unaudited
|
31.12.23
Audited
|
Warehouse stock and materials
|
67.3
|
65.5
|
71.5
|
Oil stock
|
110.8
|
59.4
|
35.8
|
|
178.1
|
124.9
|
107.3
|
The increase in oil stock from 31 December
2023 is driven by an increase in Gabon of $39.0 million due to
timing of liftings and a $32.1m stock increase in Ghana.
17. Cash and cash equivalents
$m
|
30.06.24
Unaudited
|
|
30.06.23
Unaudited
|
31.12.23
Audited
|
Cash at bank
|
100.4
|
|
96.4
|
114.9
|
Short- term deposits and other cash equivalents
|
172.2
|
|
198.2
|
384.1
|
|
272.6
|
|
294.6
|
499.0
|
Short- term deposits and other cash equivalents
include an amount of $59.1 million (1H 2023: $53.1 million; FY
2023: $36.9 million) which the Group holds as operator in joint
venture bank accounts. Included within cash at bank is $8.9 million
(1H 2023: $4.5 million; FY 2023: $4.5 million) of restricted cash
held as collateral for performance bonds issued in relation to
exploration activities.
18. Trade and other payables
$m
|
30.06.24
Unaudited
|
30.06.23
Unaudited
|
31.12.23
Audited
|
Current
|
|
|
|
Trade payables
|
58.2
|
65.1
|
22.3
|
Other payables
|
78.7
|
56.8
|
65.3
|
Overlifts
|
3.3
|
-
|
3.1
|
Accruals
|
380.1
|
461.9
|
498.6
|
Current portion of leases
|
146.7
|
826.2
|
185.7
|
|
667.0
|
1,410.0
|
775.0
|
Non-current
|
|
|
|
Other non-current liabilities
|
57.4
|
46.2
|
62.2
|
Non-current portion of leases
|
655.5
|
38.3
|
721.0
|
|
712.9
|
84.5
|
783.2
|
Accruals mainly relate to capital
expenditure, interest expense on bonds and loans and staff related
expenses.
Other non-current liabilities
include balances related to JV Partners.
Trade and other payables are
non-interest bearing except for leases.
The movement between current and non-current
portion of leases is driven by TEN FPSO (Ghana). In 2H 2023, a
decision was made to not exercise the option to purchase the TEN
FPSO in April 2024, and the lease accounting assumptions were
updated to reflect the best estimate view that the FPSO will
continue to be leased until cessation of production in
2032.
Payables related to operated joint ventures
(primarily related to Ghana and Kenya) are recorded gross with the
debit representing the partners' share recognised in amounts due
from joint venture partners (note 15). The change in trade payables
and in other payables predominantly represents timing differences
and levels of work activity.
19. Borrowings
$m
|
30.06.24
Unaudited
|
30.06.23
Unaudited
|
31.12.23
Audited
|
Current
|
|
|
|
Borrowings - within one year
|
|
|
|
7.00% Senior Notes due
2025
|
489.2
|
-
|
-
|
10.25% Senior Notes due 2026
|
100.0
|
100.0
|
100.0
|
Carrying value of total current
borrowings
|
589.2
|
100.0
|
100.0
|
Non-current
|
|
|
|
Borrowings - after one year but within five
years
|
|
|
|
7.00% Senior Notes due
2025
|
-
|
628.3
|
489.0
|
10.25% Senior Notes due
2026
|
1,272.9
|
1,482.2
|
1,371.0
|
Secured Notes Facility due
2028
|
117.4
|
-
|
124.6
|
Carrying value of total non-current
borrowings
|
1,390.3
|
2,110.5
|
1,984.6
|
Carrying value of total borrowings
|
1,979.5
|
2,210.5
|
2,084.6
|
The Group's capital structure includes
$1.4 billion senior secured notes due in May 2026 (2026
Notes), $0.5 billion senior notes due in March 2025 (2025 Notes), a
$0.4 billion Secured Notes Facility and an undrawn $500 million
Super Senior Revolving Credit Facility (SSRCF) which will primarily
be used for working capital purposes. The 2026 Notes require an
annual prepayment of $100 million, in May, of the outstanding
principal amount plus accrued and unpaid interest, with the balance
due on maturity.
On 15 May 2024, the Group made the annual
prepayment of $100 million of the 2026 Notes.
The 2025 Notes are due in a single payment in
March 2025.
The SSRCF, maturing in December 2024, comprises
of (i) a $500 million revolving credit facility and (ii) a $100
million letter of credit facility. The revolving credit facility
remains undrawn as at 30 June
2024. Letters of credit amounting to $4 million (FY 2023: $10
million) have been issued under the facility.
Unamortised debt arrangement fees for the 2026
Notes, 2025 Notes, Secured Notes Facility and the SSRCF are $12.3
million (FY 2023: $14.3 million), $3.3 million (FY 2023: $3.6
million), $12.2 million (FY 2023: $5.0) and $1.0 million (FY 2023:
$2.3 million) respectively.
The 2026 Notes, the Secured Notes Facility and
the SSRCF are senior secured obligations of Tullow Oil Plc and are
guaranteed by certain subsidiaries of the Group.
Capital management
The Group defines capital as the
total equity and net debt of the Group. Capital is managed in order
to provide returns for shareholders and benefits to stakeholders
and to safeguard the Group's ability to continue as a going
concern. The Group is not subject to any externally imposed capital
requirements. To maintain or adjust the capital structure,
management may put in place new debt facilities, issue new shares
for cash, repay debt, engage in active portfolio management, adjust
the dividend payment to shareholders, or undertake such other
restructuring activities as appropriate. The Group monitors capital
on the basis of the gearing, being net debt divided by adjusted
EBITDAX, and maintains a policy target of less than 1x.
SSRCF covenants
The SSRCF does not have any
financial maintenance covenants. Availability under the $500
million cash tranche of the facility is determined on an annual
basis with reference to the Net Present Value of the 2P reserves of
the Group (2P NPV) at the end of the preceding calendar year. SSRCF
debt capacity is calculated as 2P NPV divided by 1.1x less senior
secured debt outstanding.
19. Borrowings continued
2025 Notes and 2026 Notes covenants
The 2025 Notes and the 2026 Notes
are subject to customary high-yield covenants including limitations
on debt incurrence, asset sales and restricted payments such as
prepayments of junior debt and dividends.
Key covenants in the current
business cycle are considered to be those related to debt
incurrence and restricted payments. For definitions of the
capitalised terms used in the following paragraphs please refer to
the offering memorandum of the 2025 Notes and/or the 2026
Notes.
Tullow is permitted to incur
additional debt if the ratio of Consolidated Cash Flow to Fixed
Charges for the previous 12 months is at least 2.25 times on a pro
forma basis.
Tullow is permitted to incur
secured debt if the 2P Reserves Coverage Ratio is at least 2.0
times on a pro forma basis.
Tullow is permitted to incur debt
to refinance the 2025 Notes on a like-for-like basis, i.e.
subordinated to the 2026 Notes.
Tullow is permitted to make
payments towards the 2025 Notes amounting to the greater of $100
million per year and 50% of the Consolidated Net Income of the
Group for the period from 1 January 2021 to the end of the most
recently completed fiscal half-year for which internal financial
statements are available if, after giving pro forma effect to the
payment(s), the 2P Reserves Coverage Ratio is equal to or greater
than 1.5 times.
Tullow is permitted to make
payments towards the 2025 Notes amounting to the greater of $100
million per year, 50% of the Consolidated Net Income of the Group
for the period from 1 January 2021 to the end of the most recently
completed fiscal half-year for which internal financial statements
are available and 100% of Consolidated Cash Flow per year if, after
giving pro forma effect to the payment(s), the 2P Reserves Coverage
Ratio is equal to or greater than 2.0 times and the Consolidated
Leverage Ratio is less than 1.5 times.
The Group or its affiliates may,
at any time and from time to time, seek to refinance, retire or
purchase any or all of its outstanding debt through new debt
refinancings and/or cash purchases, in open-market purchases,
privately negotiated transactions or otherwise. Such refinancings
or repurchases, if any, will be upon such terms and at such prices
as management may determine, and will depend on prevailing market
conditions, liquidity requirements and other factors.
Secured Notes Facility covenants
The Secured Notes Facility does
not have any financial maintenance covenants. The facility is
subject to substantially the same covenants as the 2026 Notes, with
additional restrictions related to the use of proceeds from any
incurrence of new indebtedness ranking senior to the facility or
sharing the same collateral.
Tullow is permitted to refinance
the SSRCF and the 2026 Notes on a like-for-like basis.
Tullow is permitted to refinance
the 2025 Notes with new indebtedness which is unsecured and ranks
junior to the Secured Notes Facility.
20. Provisions
$m
|
Decommissioning
30.06.24
Unaudited
|
Other provisions 30.06.24
Unaudited
|
Total
30.06.24 Unaudited
|
Decommissioning
30.06.23
Unaudited
|
Other provisions 30.06.23
Unaudited
|
Total 30.06.23
Unaudited
|
Decommissioning
31.12.23
Audited
|
Other provisions 31.12.23
Audited
|
Total 31.12.23
Audited
|
At
1 January
|
377.9
|
93.7
|
471.6
|
398.1
|
116.3
|
514.4
|
398.1
|
116.3
|
514.4
|
New provisions, changes in estimates
and reclassifications
|
(23.0)
|
(39.9)
|
(62.9)
|
42.0
|
(1.4)
|
40.6
|
47.8
|
(21.9)
|
25.9
|
Acquisitions
|
5.8
|
-
|
5.8
|
-
|
-
|
-
|
-
|
-
|
-
|
Transfer to assets and liabilities
held for sale
|
-
|
-
|
-
|
-
|
-
|
-
|
(14.2)
|
-
|
(14.2)
|
Payments
|
(9.0)
|
(0.6)
|
(9.6)
|
(43.8)
|
(0.6)
|
(44.4)
|
(66.4)
|
(0.6)
|
(67.0)
|
Unwinding of discount
|
5.8
|
-
|
5.8
|
5.0
|
-
|
5.0
|
10.1
|
-
|
10.1
|
Currency translation
adjustment
|
(0.2)
|
-
|
(0.2)
|
2.4
|
(0.2)
|
2.2
|
2.5
|
(0.1)
|
2.4
|
At
30 June/31 December
|
357.3
|
53.2
|
410.5
|
403.7
|
114.1
|
517.8
|
377.9
|
93.7
|
471.6
|
Current provisions
|
69.0
|
13.3
|
82.3
|
36.2
|
13.0
|
49.2
|
53.4
|
14.5
|
67.9
|
Non-current provisions
|
288.3
|
39.9
|
328.2
|
367.5
|
101.1
|
468.6
|
324.5
|
79.2
|
403.7
|
Other provisions include non-income tax
provision and disputed cases and claims. Management estimates
non-current other provisions would fall due between two and five
years.
Non-Current other provisions included a
provision relating to a potential claim arising out of historical
contractual agreements, this provision has been released in the
current period as no claim arose in respect of the
agreement.
The decommissioning provision represents the
present value of decommissioning costs relating to the European and
African oil and gas interests. The Group has assumed cessation of
production as the estimated timing for outflow of expenditure.
However, expenditure could be incurred prior to cessation of
production or after and actual timing will depend on a number of
factors including, underlying cost environment, availability of
equipment and services and allocation of capital.
In 2024, the discount rate applied to the
decommissioning provisions increased to 4.5% driven by an increase
in the 10- and 20-year US Treasury Bills' rates. This resulted in
an overall decrease in decommissioning provisions.
21. Called up share capital and share
premium
As at 30 June 2024, the Group had in issue
1,458.0 million allotted and fully paid ordinary shares of GBP 10
pence each (1H 23: 1,448.3 million, FY 2023:
1,452.5million).
In the six months ended 30 June
2024, the Group issued 5.5 million shares in respect of employee
share options (1H 23: 8.7 million; FY 2023: 12.9 million new shares
in respect of employee share options).
22. Contingent Liabilities
$m
|
30.06.24
Unaudited
|
30.06.23
Unaudited
|
31.12.23
Audited
|
Contingent liabilities
|
|
|
|
Performance guarantees1
|
28.1
|
63.3
|
42.7
|
Other contingent liabilities2
|
83.1
|
55.8
|
84.4
|
|
111.2
|
119.1
|
127.1
|
1.
Performance guarantees are in respect of abandonment obligations,
committed work programmes and certain financial
obligations.
2.
Other contingent liabilities include amounts for ongoing legal
disputes with third parties where we consider the likelihood of
cash outflow to be higher than remote but not probable. The timing
of any economic outflow if it were to occur would likely range
between one and five years.
23. Events since 30 June 2024
There have not been any events since 30 June
2024 that have resulted in a material impact on the interim
results.
24. Cash flow statement
reconciliations
Movement in borrowings
($m)
|
1H24
|
FY23
|
1H23
|
FY22
|
1H24
Movement
|
1H23
Movement
|
2023
Movement
|
Borrowings
|
1,979.5
|
2,084.6
|
2,210.5
|
2,472.8
|
(105.1)
|
(262.3)
|
(388.2)
|
Associated cash
flows
|
|
|
|
|
|
|
|
Debt arrangement fees
|
|
|
|
|
-
|
-
|
(5.0)
|
Repayment of borrowings1
|
|
|
|
|
(100.0)
|
(200.0)
|
(432.2)
|
Drawdown of borrowings
|
|
|
|
|
-
|
-
|
129.7
|
Non-cash
movements/presented in other cash flow lines
|
|
|
|
|
|
|
|
Gain on bond buyback1
|
|
|
|
|
-
|
(65.2)
|
(86.0)
|
Amortisation of arrangement fees and accrued
interest
|
|
|
|
|
(5.1)
|
2.9
|
5.3
|
Alternative performance measures
The Group uses certain measures of performance
that are not specifically defined under IFRS or other generally
accepted accounting principles. These non-IFRS measures include
capital investment, net debt, gearing, adjusted EBITDAX, underlying
cash operating costs, free cash flow, underlying operating cash
flow and pre-financing cash flow.
Capital investment
Capital investment is defined as additions to
property, plant and equipment and intangible exploration and
evaluation assets less decommissioning asset additions,
right-of-use asset additions, capitalised share-based payment
charge, capitalised finance costs, additions to administrative
assets, Norwegian tax refund and certain other adjustments. The
Directors believe that capital investment is a useful indicator of
the Group's organic expenditure on exploration and evaluation
assets and oil and gas assets incurred during a period because it
eliminates certain accounting adjustments such as capitalised
finance costs and decommissioning asset additions.
$m
|
1H 2024
|
1H 2023
|
Additions to property, plant and
equipment
|
201.9
|
249.9
|
Additions to intangible exploration and
evaluation assets
|
11.7
|
7.9
|
Less
|
|
|
Decommissioning asset adjustments
|
(23)
|
42.0
|
Right-of-use asset additions
|
1.2
|
-
|
Lease payments related to capital
activities
|
(21.9)
|
(26.3)
|
Additions to administrative assets
|
2.6
|
0.6
|
Other non-cash capital expenditure
|
98.1
|
54.6
|
Capital
investment
|
156.6
|
186.9
|
Movement in working capital
|
1.2
|
(38.2)
|
Additions to administrative assets
|
2.6
|
0.6
|
Cash capital
expenditure per the cash flow statement
|
160.4
|
149.3
|
Net debt
Net debt is a useful indicator of the Group's
indebtedness, financial flexibility and capital structure because
it indicates the level of cash borrowings after taking account of
cash and cash equivalents within the Group's business that could be
utilised to pay down the outstanding cash borrowings. Net debt is
defined as current and non-current borrowings plus non-cash
adjustments, less cash and cash equivalents. Non-cash adjustments
include unamortised arrangement fees, adjustment to convertible
bonds, and other adjustments. The Group's definition
of net debt does not include the Group's leases as the Group's
focus is the management of cash borrowings and a lease is viewed as
deferred capital investment. The value of the Group's lease
liabilities as at 30 June 2024 was $146.7 million current and
$655.5 million non-current; it should be noted that these balances
are recorded gross for operated assets and are therefore not
representative of the Group's net exposure under these
contracts.
$m
|
1H 2024
|
1H 2023
|
Current borrowings
|
589.2
|
100.0
|
Non-current borrowings
|
1,390.3
|
2,110.5
|
Non-cash adjustments1
|
28.0
|
22.1
|
Less cash and cash
equivalents2
|
(272.6)
|
(294.6)
|
Net
debt
|
1,734.9
|
1,938.0
|
1.
Non-cash adjustments include unamortised arrangement fees which are
incurred on creation or amendment of borrowing
facilities.
2.
Cash and cash equivalents include an amount of $59 million (1H
2023: $53.1 million) which the Group holds as operator in joint
venture bank accounts. Included within cash at bank is $9 million
(1H 2023: $4.5 million) of restricted cash held as collateral for
performance bonds issued in relation to exploration
activity.
Gearing and Adjusted EBITDAX
Gearing is a useful indicator of the Group's
indebtedness, financial flexibility and capital structure and can
assist securities analysts, investors and other parties to evaluate
the Group. Gearing is defined as net debt divided by adjusted
EBITDAX. This definition of gearing differs from the one included
in the RBL facility agreements. Adjusted EBITDAX is defined as
profit/(loss) from continuing activities adjusted for income tax
(expense)/credit, finance costs, finance revenue, gain on hedging
instruments, depreciation, depletion and amortisation, share-based
payment charge, restructuring costs, gain/(loss) on disposal, asset
revaluations, other gains and losses, gain on bond buyback,
exploration cost written off, impairment of property, plant and
equipment net, and provision for onerous contracts.
|
1H 2024
|
1H 2023
|
Adjusted EBITDAX1
|
1,281.8
|
1,171.4
|
Net debt
|
1,734.9
|
1,938.0
|
Gearing (times)
|
1.4
|
1.7
|
1.
Last 12 months (LTM). Refer to the 2023 Annual Report and Accounts
and 2023 Half year results for a full reconciliation of 2023 and 1H
2023 Adjusted EBITDAX.
Underlying cash operating costs
Underlying cash operating costs is a useful
indicator of the Group's costs incurred to produce oil and gas.
Underlying cash operating costs eliminates certain non-cash
accounting adjustments to the Group's cost of sales to produce oil
and gas. Underlying cash operating costs is defined as cost of
sales less operating lease expense, depletion and amortisation of
oil and gas assets, underlift, overlift and oil stock movements,
share-based payment charge included in cost of sales, royalties and
certain other cost of sales. Underlying cash operating costs are
divided by production to determine underlying cash operating costs
per boe.
In 2024 and 2023, Tullow incurred abnormal
non-recurring costs which are presented separately below. The
adjusted normalised cash operating costs are a helpful indicator to
the forward underlying costs of the business.
$m
|
|
1H 2024
|
1H 2023
|
Cost of sales
|
|
299.2
|
425.6
|
Add
|
|
|
|
Lease payments related to operating
activity
|
|
6.6
|
7.2
|
Less
|
|
|
|
Depletion and amortisation of oil and gas and
leased assets1
|
|
198.0
|
163.2
|
Underlift, (overlift) and oil stock
movements2
|
|
(39.2)
|
108.9
|
Royalties
|
|
15.7
|
16.3
|
Other cost of sales3
|
|
6.6
|
8.0
|
Underlying
cash operating costs
|
|
124.7
|
136.4
|
Non-recurring costs4
|
|
(4.8)
|
(15.6)
|
Total
normalised cash operating costs
|
|
119.9
|
120.8
|
Production (MMboe)
|
|
11.6
|
11.0
|
Underlying
cash operating costs per boe ($/boe)
|
|
10.8
|
12.4
|
Normalised
cash operating costs per boe ($/boe)
|
|
10.3
|
11.0
|
1.
Depletion and amortisation of oil and gas assets is the
depreciation and amortisation of the Group's oil and gas assets
over the life of an asset on a unit of production basis.
2.
Under lifting or offtake arrangements for oil and gas produced in
certain operations in which the Group has interests with other
commercial partners, each participant may not receive and sell its
precise share of the overall production in each period. The
resulting imbalance between cumulative entitlement and cumulative
production less stock constitutes "underlift" or "overlift".
Underlift and overlift are valued at market value and included
within other current assets and other current payables on the
Group's balance sheet, respectively. Movements during an accounting
period are charged to cost of sales rather than charged through
revenue, and as a result gross profit is recognised on an
entitlements basis.
3.
Other cost of sales includes purchases of gas from third parties to
fulfil gas sales contracts and royalties paid in cash.
4.
Non-recurring costs include O&M (Operations & Maintenance)
costs, facility projects costs, oil spill response, and
Refrigeration compressor motor repairs.
Free cash flow
Free cash flow is a useful indicator of the
Group's ability to generate cash flow to fund the business and
strategic acquisitions, reduce borrowings and provide returns to
shareholders through dividends. Free cash flow is defined
as net cash from operating activities, and net cash
from/(used) in investing activities, repayment of obligations
under leases, finance costs paid and foreign exchange
gain/(loss).
$m
|
1H 2024
|
1H 2023
|
Net cash from operating activities
|
|
231.4
|
212.0
|
Net cash used in investing
activities
|
|
(150.2)
|
(136.1)
|
Repayment of obligations under
leases
|
|
(93.9)
|
(90.1)
|
Finance costs paid
|
|
(116.3)
|
(125.0)
|
Foreign exchange loss
|
|
2.6
|
(2.5)
|
Free cash
flow
|
|
(126.4)
|
(141.7)
|
Underlying operating cash flow
This is a useful indicator of the Group's
assets' ability to generate cash flow to fund further investment in
the business, reduce borrowings and provide returns to
shareholders. Underlying operating cash flow is defined as net cash
from operating activities less repayments of obligations under
leases plus decommissioning expenditure.
Pre-financing cash flow
This is a useful indicator of the Group's
ability to generate cash flow to reduce borrowings and provide
returns to shareholders through dividends. Pre-financing free cash
flow is defined as net cash from operating activities, and net cash
used in investing activities, less repayment of obligations under
leases and foreign exchange gain.
$m
|
1H 2024
|
1H 2023
|
Net cash from operating
activities
|
231.4
|
212.0
|
Add
|
|
|
Decommissioning
expenditure
|
9.9
|
40.0
|
Lease payments related to capital
activities
|
21.9
|
26.3
|
Less
|
|
|
Repayment of obligations under
leases
|
(93.9)
|
(90.1)
|
Underlying operating cash flow
|
169.3
|
188.2
|
Net cash used in investing
activities
|
(150.2)
|
(136.1)
|
Decommissioning
expenditure
|
(9.9)
|
(40.0)
|
Lease payments related to capital
activities
|
(21.9)
|
(26.3)
|
Pre-financing free cash flow
|
(12.7)
|
(14.2)
|
Management Presentation - WEBCAST - 9:00 BST
To access the webcast
please use the following link and follow the instructions
provided:
https://web.lumiconnect.com/141796088
A replay will be
available on the website from midday on 7 August 2024:
https://www.tullowoil.com/investors/results-reports-and-presentations/
Contacts
Tullow Oil
plc
(London)
(+44 20 3249 9000)
Nicola Rogers
Matthew Evans
|
Camarco
(London)
(+44 20 3781 9244)
Billy Clegg
Andrew Turner
Rebecca Waterworth
|
Notes to editors
Tullow is an independent energy company that
is building a better future through responsible oil and gas
development in Africa. The Company's operations are focused on its
West-African producing assets in Ghana, Gabon and Côte d'Ivoire,
alongside a material discovered resource base in Kenya. Tullow is
committed to becoming Net Zero on its Scope 1 and 2 emissions by
2030 and has a Shared Prosperity strategy that delivers lasting
socio-economic benefits for its host nations. The Group is quoted
on the London and Ghana stock exchanges (symbol: TLW). For further
information, please refer to: www.tullowoil.com.
Follow Tullow on:
Twitter: www.twitter.com/TullowOilplc
LinkedIn: www.linkedin.com/company/Tullow-Oil