Value driven
growth
Annual Report and Financial Statements
2024
STRATEGIC REPORT
Market Review
16
Chief Executive Statement
20
Business Model
22
Operations Review
24
Angola Country Manager
40
Sustainability
42
Business Risk
54
Our Stakeholders
58
Financial Review
60
CORPORATE GOVERNANCE
Board of Directors
66
Statement of
Corporate Governance
68
Audit Committee Report
72
Nominations Committee
76
Remuneration Committee Report 77
Extractive Industries
Transparency Initiative
88
Directors’ Report
89
Statement of Directors’
Responsibilities
91
GROUP ACCOUNTS
Independent Auditor Report
94
Consolidated Statement of
Profit or Loss and Other
Comprehensive Income
104
Consolidated Statement of
Financial Position
105
Consolidated Statement of
Changes In Equity
106
Consolidated Statement of
Cash Flows
107
Company Statement of
Financial Position
108
Company Statement of
Changes In Equity
109
Notes to the Financial
Statements
110
APPENDICES
Definitions and Glossary
of Terms
144
Professional Advisors
147
OVERVIEW
Afentra at a Glance
2
2024 Highlights
4
Purpose
8
Afentra’s Approach
10
Chairman’s Statement
12
Value driven growth
The theme of “Value driven growth” aptly conveys Afentra’s purpose and position within
its stakeholders ecosystem. Within this network, Afentra has many stakeholders that
extend to its shareholders, industry partners, the Government, regulators, citizens in its
country of operation and employees. The chosen theme applies to Afentra’s mission to
deliver value driven growth; whether that be the value of the business as a whole through
capital appreciation, the value of the assets in which it holds interests, the value Afentra
brings to its Joint Venture (JV) partners, and the value that Afentra brings to its countries
of operation through long-term sustainable investment and progressive engagement with
local stakeholders.
2024 was a transformative year for Afentra in which
the Company achieved the strategic milestones of
completing its inaugural deals in Angola and expanding
its portfolio through the addition of prospective onshore
licences. The completion of the Azule transaction this
period held symbolic relevance as it concluded the
Company’s efforts in the previous years to structure and
deliver highly value accretive transactions enhancing
value for all its stakeholders.
The ability to demonstrate Afentra’s technical and
commercial capabilities in its capacity as a non-operating
partner is a core aspect of its strategy and the Company
has been pleased to support the Block 3/05 Operator
Sonangol in delivering efficient upgrades to the asset
integrity in order to enable these high-quality assets to
realise further upside potential and generate long-term
value for all stakeholders. The operational performance
of the Block 3/05 asset this period has validated the
technical assessment on which Afentra based its entry
into the JV partnership through three complex well-
structured transactions. The activities undertaken by
the JV partnership this year will enable further value
driven growth through production optimisation and the
identification of additional reserves in the decades
to come.
Furthermore, Afentra’s expansion of the portfolio through
the addition of interests in onshore licences in Angola
provides exposure to low-cost opportunities. Through
which Afentra can enhance meaningful value from these
overlooked and geologically compelling assets. Additionally,
the onshore licences enable the strengthening of Angola’s
upstream capabilities through partnering with local players
and provide a platform to share knowledge and collaborate in
the pursuit of value creation. The ability to play a meaningful
role in the positive socioeconomic development of the
industry and country that it is active in is a core tenet of
Afentra’s philosophy and a founding principle upon which the
Company was formed in 2021.
As an early mover in recognising the attraction of Angola’s
upstream industry for ambitious independents, Afentra
has developed strong relationships with the relevant in-
country authorities. The Company is pleased to serve as
an ambassador in the promotion of Angola as an attractive
operating environment with opportunities for collaboration
and achievement of complementary strategic objectives.
The following report outlines the key strategic developments
through 2024, all of which deliver value driven growth on
behalf of Afentra’s stakeholders and provide a strong platform
for the Company’s longer-term, sustainable growth ambitions.
Except where the context otherwise requires or where otherwise indicated, the terms “Afentra”, “Afentra plc”, “the Group”, “we”, “us”, “our”, “the Company”, and “our
Business” refer to either Afentra plc, any one or more of its consolidated subsidiaries, or to all such entities.
www.afentraplc.com
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Afentra plc Annual Report and Financial Statements 2024
May 2021
Afentra PLC formed
with $40m cash on
balance sheet
December 2023
Completed Sonangol
acquisition
April 2022
Signed foundation
SPA with Sonangol
July 2022
Signed second
SPA with INA
May 2024
Completed Azule
acquisition
May 2023
Completed INA
acquisition
July 2024
Signed KON19
Licence award
July 2023
Signed third
SPA with Azule
August 2023
First crude oil lifting
(300,000 bbls)
December 2024
Return to net cash
position of $12.6m
April 2025
Signed KON15
Licence award
(post-period)
Enhancing value for all stakeholders
2024 Net Average Production
6,229 bopd
2024 Revenue
$180.9m
Cash Resources at 31 December 2024
$54.8m
Net 2P+2C Reserves and Resources
55 mmbo
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Afentra at a Glance
Who we are
Afentra plc is a London listed upstream oil and gas company, focused
on optimising and expanding its portfolio of producing fields, near-field
development assets and short-cycle exploration opportunities within its target
markets of West Africa, implementing a strategy that delivers enhanced value
and long-term sustainable growth while integrating ESG into all its activities.
Key milestones
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Strategic
Completion of Azule transaction in May
2024 expanded Afentra’s interest in
Angolan offshore blocks.
Acquisition of a further 12% non-operating
interest in Block 3/05 and 16% in Block 3/05A.
Afentra now holds a 30% interest in Block 3/05
and 21.33% in Block 3/05A.
Angolan asset acquisitions delivered
strong cash flow and full payback.
Afentra’s asset acquisitions have transformed
the Company and delivered strong cash
flows, achieving acquisition payback for all
three completed deals following the receipt of
proceeds from the Q4 2024 lifting.
Entry into onshore Kwanza basin with
Block KON19.
The Company entered the onshore Kwanza
basin with the award of KON19 in July 2024.
Afentra was assigned a 45% non-operated
interest alongside two local Angolan companies
ACREP (the Operator 45%) and Enagol (non-
operated 10%).
Disciplined screening of M&A
opportunities continued.
Afentra continued its efforts to efficiently screen
and evaluate compelling M&A opportunities
which align with the Company strategy and
stated M&A criteria.
Engagement with key Angolan
stakeholders reinforced confidence in
the region.
Our engagement with the Angolan
government, regulatory authorities and
industry counterparties underscores Afentra’s
confidence in Angola as an attractive operating
and investment jurisdiction.
Technical and operational capabilities
strengthened to support growth.
Continued to build and strengthen our technical
and operating team’s capabilities, reinforcing
core competencies to support strategic growth
objectives.
Afentra supported The HALO Trust’s
humanitarian work in Angola.
Afentra’s Board approved funding for The HALO
Trust, the world’s largest landmine clearance
organisation, which has been working in Angola
for over 30 years, clearing landmines, educating
communities about explosive hazards, and
supporting weapons management initiatives.
Financial
Cash resources increased significantly to $54.8 million by year-end 2024.
Up from $19.6 million in 2023, including $7.9 million in restricted funds (2023: $4.9 million).
Year-end position reversed to a net cash position of $12.6 million.
Comprising a $42.0 million Reserve Based Lending Facility and no Working Capital Facility balance.1
Crude oil sales for 2024 totalled 2.3 million barrels across four liftings.
Generated $180.9 million in revenue at an average realised price of $82/bbl, outperforming the $81/bbl
average market price (Bloomberg data).
Put and call options in place to hedge 2025 sales volumes.
Put options with floors of $60–$65/bbl cover 68% of estimated sales; call options with caps of
$80–$89/bbl cover 44%.
Crude oil stock at year-end totalled approximately 32,000 barrels.
Represents stock-in-tank position as of 31 December 2024.
Cash Resources at 31 December 2024
$54.8 million
2023: $19.6 million
2024 Revenue
$180.9 million
2023: $26.4 million
2024 Highlights
Strategic Report
Overview
Corporate Governance
Group Accounts
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Afentra plc Annual Report and Financial Statements 2024
1 Refer to note 19 to the Annual Financial Statements.
2024 Highlights
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Strategic Report
Overview
Corporate Governance
Group Accounts
Post period
Competent Person’s Report update
confirms strong reserve growth.
On 19 February 2025, Afentra provided an
update on its latest Competent Person’s Report
(CPR) for Block 3/05. As of 31 December 2024,
total net 2P working interest reserves stand
at 34.2 million barrels of oil (mmbo), (gross 114
mmbo). Since the previous CPR in June 2023,
gross production of approximately 11 mmbo was
offset by a gross increase in reserves of 15.4
mmbo resulting in a reserve replacement ratio
of 140% over the 18-month period. Contingent
resources on Block 3/05 have also increased
since the last CPR with net working interest 2C
resources of 13.8 mmbo (gross 46 mmbo).
Presidential Decree approved KON15
onshore licence.
On 25 February 2025, Afentra announced the
formal approval by Presidential Decree of the
onshore licence KON15, the formal signing of the
contract occurred on 7 April 2025. Under the
terms of the KON15 award, Afentra has secured
a 45% non-operated interest in the block,
alongside Sonangol who will be block Operator.
2024 Net Average Production
6,229 bopd
2024 Opex Average
$23/bbl
Operational
Production increased to 21,111 bopd
gross in 2024, up 5% from 2023 levels.
Net production was 6,229 bopd (Block 3/05:
5,972 bopd; Block 3/05A: 257 bopd).
$150 million gross (net $39 million)1
invested in asset redevelopment.
This investment is already impacting short-
term performance and will provide life extension
benefits. Gross investment is set to rise to
around $180 million (net: $54 million)2 in 2025
redevelopment spend guidance to sustain long-
term production outlook and value realisation.
Over 40 light well interventions (LWIs)
boosted output.
The 2024 LWI programme successfully
contributed over 2,000 bopd of incremental
production. An increased programme of LWIs is
planned for 2025.
October 2024 maintenance shutdown
delivered key infrastructure upgrades.
A planned 21-day maintenance shutdown in
October 2024 delivered critical upgrades to the
power supply, subsea infrastructure, and gas
metering systems, ensuring improved operational
reliability and extended field longevity.
Post-shutdown production and water
injection rates improved.
Strong operational performance post-shutdown
positively impacted production and water
injection rates:
• Gross average oil production from Block 3/05
and Block 3/05A reached in excess of
24,000 bopd (net: in excess of 7,200 bopd) in
December 2024, with the asset remaining on
track to deliver its long-term production outlook.
• Water injection system upgrades boosted
capacity, achieving rates exceeding
80,000 barrels of water per day (bwpd). It is
anticipated that these upgrades will deliver
sustained injection of around 100,000 bwpd
with a further injection pump coming online in
late 2025 to provide up to 150,000 bwpd.
Operating expenditure averaged
$23/bbl in 2024.
Opex for Blocks 3/05 and Block 3/05A in 2024
averaged approximately $23/bbl and is expected
to be similar in 2025.
Gas management plan progressed with
new metering systems.
Substantial progress was made to the gas
management plan in 2024 with new gas
meters successfully installed to allow accurate
measurement starting in 2025 and to enable the JV
partnership to develop a fieldwide gas export plan.
1 Net 2024 investment reflects spending attributable to Afentra’s working interests in Block 3/05 and 3/05A during the year, both pre and post the Azule
transaction completion in May 2024, and does not reflect pro-rata spend based on Afentra’s current working interests.
2 Number reflects Afentra’s working interest in Block 3/05 and Block 3/05A.
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Strategic Report
Overview
Corporate Governance
Group Accounts
Effecting sustainable change
PURPOSE
Our purpose remains to support the African
energy transition as a responsible, well managed
independent, enabling the continued economic
and social development of African economies
while bridging the gap to renewable and other
energy sources.
Cultural framework
Afentra’s cultural framework outlines our core principles, philosophies and values that guide our behaviours
and enable us to drive our business forward and deliver on our purpose while making a positive impact for all
our stakeholders.
PRINCIPLES
These define our core beliefs that connect and resonate strongly with the personal values of the Afentra team and those that
work alongside us:
Be respectful
Be transparent
Be inclusive
Be authentic
VALUES
These build on our principles and
define how we all behave. They
describe qualities we always strive
for and consider as the right way to
do things:
Inspire
Bring passion and energy to engage
and inspire those around us.
Collaborate
Openly share knowledge between
teams and individuals.
Enquire
Think creatively and constructively
challenge the status quo.
Innovate
Be courageous, ambitious, navigate
risk, try, learn and improve.
APPROACH
This defines our core operating
philosophy and business approach
and is heavily influenced by our
principles and values:
Think long-term
Work towards the long-term
sustainability of the business.
Create solutions
Encourage innovation and seek
out opportunity.
Leverage learning
Diverse and inclusive approach
that values each others ability
and expertise.
Focused and nimble
Stay agile, lean and non-hierarchical.
IMPACT
Our positive impact will be driven
by these principles, values and
approach:
One team
Dynamic, committed and responsible.
Positive difference
Changing things for the better,
leaving a positive legacy.
Enduring value
Delivering enduring value for
all stakeholders.
Sustainable growth
Maximising asset potential with
the responsible stewardship and
investment in assets.
Our enabling role in this connected energy ecosystem is to access, redevelop and unlock
the full potential of existing producing fields, through field life extension, the development
of satellite discoveries and near-field exploration. We will do this in a safe, responsible
and sustainable manner. By investing in these countries that we work in, empowering our
people and working with our partners, we can positively impact local economies and deliver
significant economic returns to all stakeholders.
Mission
Our mission is to be a trusted and credible
partner for both international oil companies
(IOCs), national oil companies (NOCs), and
host governments in the divestment of “legacy”
assets. By managing these assets responsibly, we
turn these fields or near-field development and
exploration opportunities into profitable assets
by applying focus, innovation, efficient operating
practices and smart commercial dealmaking.
We use our approach to unleash the full asset
potential whilst also reducing carbon emissions,
promoting growth through employment and
facilitating socio-economic development for the
benefit of all stakeholders.
Defining legacy assets
Producing fields or development assets that:
• May no longer fit with a company’s strategy in
Africa
• May need investment, regeneration or
upgrading
• May be sub-economic for larger companies
Targeting near-field opportunities
• Discovered resources close to existing
infrastructure
• Low risk near-field exploration with the potential
for short cycle tie-back developments
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Afentra plc Annual Report and Financial Statements 2024
Strategic Report
Overview
Corporate Governance
Group Accounts
AFENTRA’S APPROACH
Supporting the exit strategies of IOCs/
NOCs, ensuring responsible transition for
host governments
Afentra is focused on optimising and expanding its portfolio of producing fields, near-field development
assets and short-cycle exploration opportunities for the benefit of all our stakeholders.
Once established in core target markets, Afentra seeks to leverage its deep technical expertise to support
local industry through collaborative partnership to optimise operations and reduce emissions.
Acquiring and
optimising
producing fields
Identify mature oil and
gas assets with untapped
potential.
Deploy technical expertise
to optimise operations and
extend field life.
Enhance efficiency, reduce
emissions and ensure
responsible environmental
stewardship.
For international oil
companies (IOCs):
A smooth, responsible exit
strategy from legacy assets.
A credible counterparty
to ensure financial and
operational continuity.
Alignment with ESG
(Environmental, Social, and
Governance) principles.
Unlocking
development
opportunities
Target the development
of satellite discoveries
and conduct near-field
exploration.
Apply cost-effective,
innovative solutions to
improve long-term asset
performance.
Strengthen partnerships
with host governments and
local industry stakeholders.
For host governments
and NOCs:
Continued economic
benefits and job creation.
Creation of local expertise
and industry development.
Sustainable asset
management for long-term
growth.
Delivering financial
and shareholder
value
Disciplined financial
management to balance
growth, flexibility, and
shareholder returns.
Ensure positive socio-
economic outcomes for
host countries.
Commit to long-term,
sustainable asset
management.
For shareholders
and investors:
Strong returns through
optimised operations.
Transparency and
responsible business
practices.
A sustainable energy
transition aligned with
global energy goals.
Stakeholder benefits
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Strategic Report
Overview
Corporate Governance
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Afentra plc Annual Report and Financial Statements 2024
Afentra plc Annual Report and Financial Statements 2024
Strategic progress and value creation
CHAIRMAN’S STATEMENT
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I am pleased to report on another period of significant strategic progress and value creation
at Afentra. The completion of the Azule transaction in May was of significant strategic
relevance as it closed the first chapter on Afentra’s initial growth journey. It also began a new
chapter, with the Company whereby we balance our inorganic growth strategy alongside our
Joint Venture partner role in enhancing the value of our portfolio.
Importantly, completion of the Azule transaction also
highlighted Afentra’s industry status as a credible counter
party of choice for divesting IOCs. Following on from our
initial acquisition with Sonangol, the Angolan national oil
company, we have now proved our ability to structure, fund
and secure the requisite approvals for transactions with
both IOCs and NOCs. This provides confidence that we are
well placed to consolidate our position as a leading African
focused E&P with the capacity to consider more compelling
and value accretive opportunities that present themselves
as the industry transition theme around which we launched
Afentra continues to play out across Africa.
Strategic validation
Our decision to focus on Angola as the initial country through
which to deliver our long-term growth ambitions is yielding
results. The efficient and transparent process in obtaining
regulatory approvals for our transactions further demonstrates
that Angola is an attractive place to do business. Our
experience with the Government and ANPG continues
to highlight that they are wholly pragmatic and making the
right decisions to enhance the investment climate of their
upstream industry. It stands to reason that Angola will be a
country of interest to our African focused peers as they seek
growth opportunities in a supportive operating jurisdiction.
However, as the first independent E&P of note to enter Angola
in recent times, we have an early mover advantage and have
forged a strong brand and in-country network which should
hold us in good stead going forward.
Indeed, the strength of our in-country reputation has
presented new opportunities for us to consider. One such
area where we have already made significant progress is in the
onshore Kwanza basin. This is an exciting opportunity with
the potential for us to deliver both near-term and longer-term
organic growth to complement our offshore activities. A core
part of our onshore Kwanza basin strategy is to partner with
local companies, enabling us to assist in the development of a
diverse and skilled upstream industry that supports delivery of
the country’s socioeconomic objectives.
The ability to demonstrate a positive impact across the
various pillars of ESG remains a core objective and our
agenda in that regard continues to evolve appropriately
relative to our size and expanding operating footprint.
Despite our non-operated position on Block 3/05, our
technical team continues to undertake initiatives designed
to reduce the emissions profile of this large producing asset
and work side by side with the Operator Sonangol to bring
these initiatives into action.
Sound risk management
The ability to ensure sound financial and risk management
remains a priority for the Board as we continue our
expansion. Our Executive team have proven their ability to
deliver smart deal making while retaining strong liquidity on
the balance sheet to manage our debt obligations, while also
supporting investments in our existing assets and to finance
future M&A. The year-end cash position is testament to
the active approach taken by the management team to
minimise financial risk through effective hedging and active
management of crude liftings. The end result is a stronger
liquidity position than our team began with in 2021. This
is despite delivering three transformative deals, with a
combined upfront consideration of $117m, Afentra have built
a highly cashflow generative portfolio. This portfolio contains
net 2P+2C Reserves & Resources of over 55 mmbo which
will continue to deliver cashflow over the medium and long
term. This is smart deal making and supports our mantra of
value driven growth.
Organic and inorganic growth levers
As we look ahead, 2025 looks set to be an eventful year
in which we hope to deliver further organic growth as we
continue to deliver the redevelopment workplan at Block
3/05 and start to progress our workplans on our onshore
licences. Alongside this organic growth potential, we
continue to screen acquisition opportunities as we seek to
grow the business.
While the near-term outlook on crude consumption remains
somewhat uncertain, the long-term outlook remains
compelling and supports our thesis that the industry
transition will continue to accelerate in Africa. Afentra will
be uniquely positioned to capitalise on these opportunities
as they present themselves. Indeed, there is a growing
pragmatism about the challenges and social implications of
an unrealistic energy transition and the fact that oil products
will be required for many decades to come. We are proud to
promote the narrative around a ‘Just Transition for Africa’
and will continue in our efforts to ensure a long-term positive
socioeconomic impact for all of our stakeholders.
I would like to conclude by thanking our stakeholders for
their support and faith through the year – especially our
partners in Angola for embracing our entry into the country.
I’d also like to thank our Executive team for their focused
efforts throughout the year, as well as the whole Afentra
team. Afentra’s philosophy is around value creation, in all
its definitions, and it is pleasing to be able to report again
that we are delivering on this philosophy through focused
strategic execution.
Jeffrey MacDonald
Chairman
2 May 2025
Jeffrey MacDonald, Chairman
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Strategic Report
Overview
Corporate Governance
Group Accounts
Afentra plc Annual Report and Financial Statements 2024
Afentra plc Annual Report and Financial Statements 2024
Strategic Report
Year ended 31 December 2024
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Strategic Report
Overview
Corporate Governance
Group Accounts
MARKET REVIEW
West Africa and Angola present
compelling opportunities
2024 presented a dynamic landscape marked by fluctuating
oil prices. Volatility was driven by evolving geopolitical risks,
relatively high levels of supply coupled with corresponding
demand concerns from some major economies due to
inflationary and post-pandemic issues. Benchmark Brent
crude oil prices as reported by Bloomberg peaked at $91/bbl
in H1 2024 and dropped as low as $69/bbl in H2 2024, yet the
average remained relatively stable at $80/bbl (2023: $83/bbl).
Amidst this, we have continued to observe a growing consensus
that a successful and just energy transition requires a pragmatic
approach, one that includes the consideration of both
socioeconomic impacts along with environmental issues.
M&A
West Africa saw reduced M&A activity during 2024, though
witnessed an acceleration of dealmaking towards the end
of the year, especially relating to independents acquiring
large packages from divesting IOCs in Nigeria as long-
awaited regulatory approvals were received. The trend of
transactions through the year supports Afentra’s thesis of an
accelerating industry transition that will see IOCs divesting
non-core, mid-life assets with considerable upside that can
be unlocked through a focused work programme.
The West African region, particularly Angola, continues to
offer compelling opportunities for credible and responsible
independents like Afentra. Angola’s proactive government
reforms, coupled with its vast reserves and renewed focus on
exploration and drilling, position it for growth. Our strategic focus
on robust financial management, operational excellence, and
a commitment to ESG principles aligns well with the evolving
demands of the market and the specific context of Angola.
West Africa outlook
Offshore West Africa will see significant upstream activity
in 2025 and in the coming years, with a focus by IOCs
on deepwater developments. Several high-profile FPSO
developments will come on stream during 2025 in Angola
(Block 15/06) and Senegal/Mauritania (GTA), the latter
including an FLNG vessel for LNG export. During 2024,
final investment decision (FID) was reached for deepwater
projects due to come on stream in 2028, in Angola with
an FPSO (Block 20), the first such development in the
deepwater area of the Kwanza basin, and in Nigeria (OML 118)
with a deepwater subsea tie-back to an FPSO. In Namibia,
several appraisal and exploration wells will be drilled in
the Orange basin this year to appraise already discovered
resources and explore petroleum plays in this frontier basin.
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Strategic Report
Overview
Corporate Governance
Group Accounts
MARKET REVIEW
West Africa and Angola present
compelling opportunities continued
Angola market focus
Angola presents a compelling investment case for Afentra,
characterised by:
• Production upside potential: Angola’s average daily oil
production was around 1.1 million barrels during 2024 with
new developments set to further add to production levels.
• Investment in exploration and development: Recent
exploration success, development decisions and new
blocks’ awards highlight the ongoing potential of Angola’s
hydrocarbon provinces including the Kwanza basin.
• Positive government reforms: The pragmatic stance and
improved regulatory environment, being promoted by the
Angolan Government and the regulator ANPG creates a
more favourable climate for international players.
• IOC presence and investment: Major IOCs continue
to invest heavily in Angola’s upstream sector focused
on deepwater exploration and development projects.
This creates opportunities for Afentra as IOCs look to
rationalise and divest their shallower water assets in
Angola to focus on deeper water prospects.
• Sonangol’s role: Sonangol, Angola’s NOC, plays a
crucial role in the sector’s development. Its ongoing
exploration and drilling activities, particularly in the
Kwanza basin, contribute to the country’s production
growth and offer potential partnership opportunities
for Afentra.
Afentra well-positioned to
capitalise on opportunities
in Angola
Despite the evolving challenges and
uncertainties in the global upstream market,
Angola offers compelling opportunities for
Afentra based around mid-life assets with
a history of underinvestment, undeveloped
discoveries and the onshore opportunities
in the underexploited Kwanza basin. By
leveraging its strategic focus on financial
discipline, operational excellence, and ESG
principles, Afentra is well-positioned to
capitalise on the country’s vast reserves,
proactive government reforms, and renewed
focus on exploration and development.
A commitment to responsible asset
stewardship and a just energy transition
will be crucial for long-term success in the
resurgent Angolan market.
Macro Trends
Angola’s Daily Oil Production
1.1 million bopd
2024 Average
Promising M&A outlook
The West African M&A market
was subdued in 2024, influenced
by volatile oil prices, economic
uncertainty, and complex
regulatory environments. A
more selective approach from
both buyers and sellers, with a
heightened focus on deal terms
and asset quality, characterises
the current market.
Afentra is positioned as a
credible counterparty
to IOCs and NOCs
The underlying drivers of IOC
divestments persist, creating
opportunities for independents
like Afentra to be a credible
counterparty to acquire and
support the responsible
asset stewardship of mature
assets and unlock value for all
stakeholders.
Commodity price volatility
Oil prices experienced volatility in
2024, influenced by geopolitical
events and concerns about global
economic growth. While the
outlook remains uncertain, the
consensus suggests that oil and
gas will remain a significant part of
the energy mix for the foreseeable
future, supporting continued
investment in upstream activities
to meet that demand.
Afentra actively manages lifting
and hedging programmes
Afentra proactively hedges on
an ongoing basis and seeks to
secure best available downside
protection for up to 70% of its net
entitlement production over the
12-month period, whilst maintaining
significant upside exposure to
commodity prices. The strategy
during 2024 sets the foundation
for steady 2025 performance.
The energy transition continues
to progress at differing paces
The global shift towards net-zero
energy is progressing unevenly,
creating a complex geopolitical
landscape that impacts energy
security and investment further
heightened by the recent change
in the US administration. 2024
saw an increase in pragmatism
regarding the consideration of
both socioeconomic impacts
along with environmental issues.
Supporting a Just African
Energy Transition
The energy transition creates
opportunities for companies like
Afentra who are committed to
responsible asset stewardship
and emissions reduction. The
focus on a just energy transition in
Africa, balancing socioeconomic
development with environmental
impacts, is particularly relevant to
our strategy.
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Afentra plc Annual Report and Financial Statements 2024
Delivering value driven growth
CHIEF EXECUTIVE’S STATEMENT
2024 has been a period of transition in which we completed the third of our production
acquisitions in Angola and have started to make material progress in enhancing the production
and reserves from the assets acquired. In addition, we have expanded our portfolio with new
opportunities onshore Angola which we identified as we further embedded ourselves as a
leading Independent in the evolving landscape of Angola’s upstream industry.
The completion of the Azule transaction in May was a
watershed moment for Afentra and provided us with the
opportunity to articulate the true value-accretive nature
of these inaugural deals. The fact that we were able to
construct our current portfolio, underpinned by robust cash
flow, proven reserves and material upside, for less than $10
million net outflow reflects our mantra of value driven growth,
whereby we seek to grow the business responsibly alongside
an unwavering focus on delivering shareholder value.
Realising the upside
Our focus on value creation is not exclusive to our
shareholders but extends to our broader stakeholders.
The completion of the Azule transaction in May increased
Afentra’s equity interest by 12%, resulting in a material
position in the high-quality Block 3/05 and Block 3/05A.
As per our stated business model, the assumption of a
meaningful non-operated interest in any asset brings a duty
to support the Operator and partners in enhancing the value
of our shared assets. A core point of difference at Afentra
is the breadth and depth of our technical expertise. We are
working closely with the Operator, Sonangol, to support
them on the optimisation activities on Block 3/05 – as well
as tabling technical solutions to deliver meaningful long-term
impact to the sustainability performance of the assets.
The improved performance of the asset has been a key
highlight for 2024 and has validated our technical view that
these assets will provide material scope for production
optimisation for decades to come. The 15-year runway
provided to the Joint Venture partners by the licence
extension out to 2040 ensures we have visibility and
confidence in our ability to extract additional value from the
nine producing fields and three discoveries that these diverse
and large-scale blocks contain. The redevelopment works
at Block 3/05, along with well interventions, have resulted in
improved production and water injection performance, and
we believe the continuation of the asset improvement work
programme in the coming year will continue this trajectory.
Block 3/05 and Block 3/05A gross average production has
increased from 20,180 bopd (2023) to 21,111 bopd for 2024,
an increase of 5%. A successful maintenance shutdown was
delivered that focused on the long-term asset reliability and
integrity which will serve the partnership as we deliver the next
stage of Block 3/05 and Block 3/05A redevelopment. The
work performed in the shutdown has already had a positive
impact on water injection resulting in rates exceeding up to
80,000 bwpd, on one of our key asset targets, versus an
average in 2024 of 23,100 bwpd. The near-term investment
in future-proofing the asset will better enable the partnership
to realise full value from the asset which we believe has
significant upside potential. As we presented at our webinar
in June 2024 we consider these assets to be capable of
delivering sustained production at levels above 30,000 bopd
and materially higher levels of reserves. To date we have
already added 18 mmbo of gross reserves since acquisition.
We remain fully focused on realising this potential upside value
through focused execution.
Expanding the portfolio
Another key development this year has been our further
expansion in Angola through our focus on the onshore
Kwanza basin, an under-exploited and overlooked proven
hydrocarbon basin with both low-cost exploration
opportunities and numerous previously producing oil fields
that we consider to have been abandoned prematurely. In
July 2024 we were awarded a 45% non-operated interest in
KON19 alongside two local companies and post-period end
in February 2025 we were awarded a 45% non-operated
interest in Block KON15 alongside Sonangol. We believe
these onshore licences strategically complement our
offshore activities and provide long-term opportunities in
the form of low-cost exploration in a proven basin – an area
of expertise in which our team has significant experience.
It is particularly pleasing to demonstrate our commitment
to further develop the Angolan industry by partnering
with local companies. This approach, coupled with our
proven status and in-country network, may present further
opportunities for low-cost exploration and development in
this opportunity-rich area.
Alongside the organic growth opportunities we see within
our existing portfolio and established foothold in Angola,
we continue to screen strategically complementary M&A
opportunities and retain strong liquidity on the balance sheet
that will be put to work when we identify an opportunity that
fits our investment criteria. Having completed transactions
with both IOC’s and Sonangol in Angola, we have proven
our ability to be a credible counterparty and it is clear that
after only three years of operating the Afentra brand is well
regarded within our industry.
We have also demonstrated our Value Driven approach in
action through the funding of all transactions without the
requirement to issue new equity and the efficient use of the
debt markets. The strength of cash flow from Block 3/05,
which has been optimised through our active management
of crude liftings and a structured hedging policy, means
we end the period in a net cash position. Whilst the recent
softening of crude pricing may reduce near-term asset
cashflow, when combined with our strong balance sheet,
it may present further opportunities through the likely
acceleration of divestments at reasonable price points.
Afentra remains agile in its approach and is well positioned to
deliver further value accretive transactions in 2025.
Focus on value creation
In summary, 2024 was yet another year of strategic
progress that resulted in value creation for our shareholders
and enhanced the value of our overall proposition by
demonstrating the upside potential of our expanding asset
base. Our strategic focus for the current year is to support
Sonangol on the continued delivery of the work programme
for Block 3/05 which aims to enhance production, improve
asset integrity and prepare for the next phase of workover
and development drilling. We continue to assess the scope
to reduce the emissions profile of the asset and will begin to
see positive trends in this regard as we ramp up production
and commence various initiatives including gas utilisation.
The market dynamics in our industry continue to
evolve and support our purpose in terms of facilitating
a responsible industry transition. We have established a
strong foothold in a country that provides a positive fiscal
environment and a portfolio of compelling opportunities
in both the offshore and onshore areas. We continue to
strengthen our working relationship with key stakeholders
in Angola and demonstrate our commitment to the long-
term development of the upstream industry through our
establishment of an office in Luanda and our partnering with
local players.
I would like to thank all of our stakeholders, including
Sonangol, ANPG, our partners, and of course our
shareholders for their continued support. Afentra remains
committed to enhancing value for all of these stakeholders
as we execute our well-defined growth strategy, and the
Company is uniquely placed to leverage its stable growth
platform to deliver the next stage of value creation.
Paul McDade
Chief Executive Officer
2 May 2025
Paul McDade, Chief Executive Officer
Sound financial and
risk management
Managing liquidity, optimising a
capital structure and smart deal
making that delivers shareholder
value over the long term.
Reinvest and extend
Reinvesting in incremental
activities, including near-field
developments, that extend field
life, as well as targeting near-field
exploration opportunities.
Optimise and produce
Applying proven and
innovative technologies to
safely optimise production,
reduce emissions, and lower
the cost of operations.
Assess and acquire
Legacy production and near-
field development assets,
alongside near-field exploration
opportunities that are value
accretive with material upside.
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BUSINESS MODEL
Enhancing value for all stakeholders
Positioned for sustainable growth
Afentra’s ability to deliver value driven growth stems from
a combination of deep technical expertise, commercial
acumen, and a disciplined financial approach. The Company
is well positioned to take advantage of opportunities to
expand its footprint in Angola and enter complementary
target markets in West Africa, growing a portfolio of high-
quality cash generating assets and contributing to the
accelerating African energy transition.
A critical aspect of Afentra’s success is its ability to develop
strong and collaborative partnerships. While Afentra remains
committed to working as a non-operating partner in these
strategic partnerships, the Company is also well positioned to
take on operated positions, allowing for an even greater level of
influence and direct asset stewardship when appropriate.
Strategic approach to portfolio development
Afentra’s development strategy is guided by several key
considerations:
• Building a portfolio of producing and near-field
development assets, alongside near-field exploration
opportunities which deliver significant cashflow and
where we can invest to deliver increased value.
• Aligning with credible partners who share a commitment
to asset optimisation and responsible stewardship.
• Ensuring materiality of equity interest in assets to
maintain relevance and influence in decision-making.
• Leveraging technical expertise to provide solutions that
enhance operational efficiency and sustainability.
• Maintaining financial discipline to support asset
investment and future M&A, and management of crude
liftings to enhance cash flow.
• Committing to host countries by fostering local industry
participation and alignment with government priorities.
Recent transactions, including those with Sonangol and
Azule, have provided Afentra with material non-operated
interests in Angola. They have also demonstrated Afentra’s
credentials as a partner of choice for NOCs and IOCs. In
these ventures, Afentra has applied its technical strengths
to support the Operator and the wider partnership by
identifying initiatives that improve asset performance and
reduce emissions. Through this hands-on involvement,
Afentra has consistently demonstrated its ability to enhance
asset value, optimise operations, and deliver tangible
performance improvements. This ensures that Afentra
remains an active and credible partner, driving value creation
and aligning with stakeholders’ long-term objectives.
Afentra’s business model creates value by optimising
and expanding its portfolio of production and near-field
development assets, alongside near-field exploration
opportunities with significant upside. The strong cash
flows generated mean Afentra is well positioned to
support a just energy transition in Africa and to drive our
organic and inorganic growth strategies.
Enhancing value for all external stakeholders:
Cashflow from
long-life assets
Strong underlying cashflow
from long life stable assets
with material upside that
fund investment in the
assets and future growth
of the portfolio creating a
strong investment thesis.
Investors
Delivering a
positive impact
Our ESG strategy is
embedded into our activities
so as to have a positive impact,
reducing both environmental
impact while supporting
socioeconomic development
and the upholding of high
standards of governance.
Community and NGOs
Socioeconomic
development
Extending the life of national
strategic assets resulting
in positive socioeconomic
impacts through revenues,
employment and the
transfer of skills while
supporting a just transition.
Government
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OPERATIONS REVIEW
Afentra’s enlarged asset footprint in Angola, both
offshore and onshore provides a solid platform for
material long-term organic and inorganic growth.
Increased exposure to world-class midlife
assets, low-cost development and near-field
and short-cycle exploration opportunities with
significant upside potential
In 2024, Afentra completed its third
transformative deal offshore Angola. The
acquisition of additional non-operating interests
from Azule Energy in Block 3/05 and Block 3/05A
increased our interests to 30% and 21.33%
respectively (an increase of 12% in Block 3/05
and 16% in Block 3/05A). Providing Afentra with
material exposure to these world-class mid-life
producing assets that generate robust cashflows
and provide near-term upside potential for organic
growth as well as the opportunity to make an
impactful reduction in emissions.
Onshore Angola, in July 2024 Afentra was
awarded a 45% non-operated interest in the
KON19 licence alongside Angolan companies
ACREP (the Operator) and Enagol. Post-period
end, in February 2025, the Company was
also awarded a 45% non-operated interest in
KON15 alongside Sonangol as Operator, further
expanding our footprint onshore. This was signed
on 7 April 2025. Both licences are located in the
proven, yet under-explored, onshore Kwanza
basin. Entry into this basin, where 11 oil fields have
been discovered, offers an opportunity for low-
cost exploration and near-term development by
applying fresh ideas and modern concepts to an
area where no new technology has been applied
for 40 years.
Asset summary
2024 Net Average Production
6,229 bopd
2024 Gross Average Production: 21,111 bopd
Gross 2P Reserves
114 mmbo
Reserve Replacement 140% since June 2023
Gross 2C Resources
46 mmbo
Block 3/05
33 mmbo1
Block 3/05A
Ian Cloke, Chief Operating Officer
1 To date, resource estimates for Block 3/05A are based on management estimates and have not yet been independently audited.
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OPERATIONS REVIEW
Asset summary continued
Fostering a close working relationship across
the Joint Ventures
Since 2022 the Afentra team has developed a strong
collaborative working relationship with Sonangol and the JV
partners on Block 3/05 and Block 3/05A. The JV partners
are aligned on making informed data driven decisions on field
optimisation through the deployment of proven industry
techniques and the latest technology, taking a phased
approach to manage capital expenditure, with the aim being
to cost effectively optimise and increase production while
simultaneously reducing emissions.
Onshore, Afentra is also working closely with its JV partners on
KON19 and post-period end on KON15 utilising technologies
and techniques that the team have deployed successfully
in other regions of Africa. For example, using basin-wide
enhanced Full Tensor Gravity Gradiometry (eFTG) surveying
to undertake a more comprehensive subsurface analysis of
the largely unexplored onshore Kwanza basin.
Block 3/05 production increase and reserve
replacement through phased long-term sustainable
field extension activities
During 2024, Block 3/05 and Block 3/05A gross production
averaged 21,111 bopd, a 5% increase from the prior year
(2023: 20,180 bopd), with peaks exceeding 25,000 bopd.
Over 40 light well interventions (LWIs during 2024 added
2,000 bopd, with a similar programme planned for 2025.
These LWIs and facility improvements drove a 140% reserve
replacement since the last CPR, carried out in June 2023.
Increased water injection will support the reservoir pressure
which is expected to further enhance recovery factors and
reduce emissions as a lower Gas Oil Ratio (GOR) reduces
the need for gas flaring.
The Block 3/05 licence extension to 2040 and revised
fiscal terms received in 2023 has allowed the JV partnership
to strategically invest in infrastructure upgrades. At the end
of 2024 the JV commenced a 3-year asset redevelopment
plan that is designed to extend the field life, optimise and
increase production, enable future development activities
and reduce GHG emissions.
As part of the redevelopment plan, a planned 21-day
maintenance shutdown was successfully conducted in
October 2024. The shut-down specifically targeted making
upgrades to the power equipment, and the metering
systems for water and gas, improving reliability and enabling
reliable emissions monitoring. The upgrades to the water
injection system have resulted in year-end injection rates
increasing to over 80,000 bwpd. Post-year end, Q1 2025
water injection rates have exceeded 100,000 bwpd. Further
upgrades later in 2025 will increase available capacity up to
150,000 bwpd. The newly installed gas meters will pave the
way for the JV to progress a field-wide gas export plan.
A further shutdown is planned for 2025 in accordance with
the asset redevelopment plans to extend the field life and to
ready the infrastructure for future increases in production.
Future development activities include infill drilling, tie-backs
of nearby satellite discoveries, and near-field exploration
within Blocks 3/05 and 3/05A. The JV partnership is actively
evaluating several opportunities, aiming to develop value-
generating appraisal and development well proposals with the
potential to add reserves within the 2026-2027 timeframe.
Near-term investment for long-term growth
Given the age and scale of the Block 3/05 infrastructure,
the 2024 base operating expense associated with these
assets is attractive at $23/bbl (and is expected to be similar
in 2025). Going forward, production increases through further
optimisation and near-field developments will act to further
reduce the Opex/bbl as near-term investment delivers
long-term growth and value. Investment of $150 million
gross (net: $39 million)1, including $40 million gross of life
extension costs, was invested in 2024 in the first year of the
three year asset redevelopment plan. Gross investment in
2025 will increase to around $180 million (net: $54 million)2
with a focus on asset integrity to continue to support our
long-term increased production outlook. The three year asset
redevelopment plan is expected to be completed during 2027.
Angola: A prime location for portfolio expansion and a
platform for wider growth
Angola has a compelling investment environment, supported
by the Angolan government’s stable fiscal regime and its
commitment to enacting fiscal and regulatory reforms designed
to encourage investment into its domestic oil and gas sector.
We view Angola as a core market and a key part of our
growth strategy. An important part of our strategy is to
actively collaborate with local partners like Sonangol, the
NOC, and local Angolan companies such as ACREP, Etu
Energias and Enagol to work together to maximise in-
country value creation. The Angolan government, supported
by the regulator ANPG’s proactive and collaborative
approach is fostering an environment where Afentra can
deliver mutually beneficial outcomes for all stakeholders.
We are proud to be contributing to Angola’s development
through knowledge sharing and job creation, reflecting our
commitment to having both a positive socioeconomic
and environmental impact. With decades of experience
working in Africa, we are deeply committed to positive
community impact and local content development. In
2024, Afentra invested $150,000 in the HALO trust
(for the year 2024 and 2025), an international landmine
clearing organisation that has been active in Angola for
over 30 years and has destroyed over 120,000 landmines
in this time.
Continued focus on enhancing asset value
Based on the success of the 2023 and 2024 Block 3/05
LWI programme, coupled with the infrastructure upgrades
resulting in increased water injection rates, a further 40
LWIs are planned during 2025. Going forward heavy
workovers, artificial lift solutions, infill drilling, development
of appraised discoveries and near-field exploration will
provide the opportunity to potentially more than double
production in the medium term.
Our enlarged Angolan asset base, both offshore and
onshore, means that Afentra is well-positioned for long-
term growth. Our commitment to Angola, demonstrated
through strategic investments, collaborative partnerships,
and a focus on sustainable development, ensures we are
not only maximising value for our shareholders but also
contributing to the economic and social well-being of
the country. We look forward to continuing our journey in
Angola, unlocking its vast potential and delivering lasting
benefits for all stakeholders.
Attractive base
Opex, while Capex
field extension costs
underpin long-term
production growth
outlook.
2P Reserves Replacement Ratio
140%
1 Net 2024 investment reflects spending attributable to Afentra’s working interests in Block 3/05 and 3/05A during the year, both pre and post the Azule
transaction completion in May 2024, and does not reflect pro-rata spend based on Afentra’s current working interests.
2 Number reflects Afentra’s working interest in Block 3/05 and Block 3/05A.
Gross Reserves and Resources (mmbo)
160
2P Reserves 2C Resources
80
40
120
60
140
100
0
20
31-Mar
2022
2P+2C
157
2P+2C
151
2P+2C
154
2P+2C
160
31-Dec
2022
31-Jun
2023
31-Dec
2024
115
42
108
43
110
44
114
46
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Angola - Block 3/05
OPERATIONS REVIEW
World-class shallow water assets with significant
upside potential
Situated 37 km offshore Angola in 40-100 metres water
depth, Block 3/05 comprises a portfolio of eight mid-life
producing fields: Palanca, Impala, Impala SE, Bufalo, Pacassa,
Pambi, Cobo and Oomba. Spanning an area of around 40 km
by 15 km, the licence contains extensive field infrastructure
with 157 wells (currently 45 producing and 17 injecting water)
and 17 installations, including the Palanca floating storage
and offloading (FSO) vessel for oil export.
The fields, which produce from the prolific fractured Albian
Pinda carbonate reservoir section, were discovered by Elf
Petroleum (now TotalEnergies) in the early 1980s. They
were developed using fixed platforms with oil production
commencing in 1985. Earlier in the field life waterflooding
was successfully implemented to enhance recovery,
lowering uncertainty and supporting production forecasts
for the assets. Since assuming operatorship in 2005,
Sonangol has concentrated on sustaining production
through workovers and asset integrity maintenance.
JV aligned on field life extension and
optimisation approach
The JV partnership on Block 3/05 and Block 3/05A
are aligned on making data-driven decisions on field
optimisation, using proven techniques and technology in a
phased approach to cost-effectively upgrade the facilities,
increase production, reduce emissions, and unlock the
significant potential of these mid-life assets.
The extension of the licence to 2040 and improved fiscal
terms, received during 2023, has unlocked investment in
life extension activities including increasing production.
This includes facility upgrades, production optimisation
activities through LWI techniques, and going forward plans
are being progressed for subsurface optimisation with rig
activities, and the development of surrounding discoveries.
The upgrades to the asset integrity of the existing
infrastructure will facilitate their use in the development
of the numerous discoveries surrounding the existing
producing fields.
Early field optimisation and life extension activities
demonstrating upside field potential
We were pleased to report that in 2024 field production from
Block 3/05 and Block 3/05A increased by 5% to an average
of 21,111 bopd. This is the second year of consecutive
production growth Strong operational performance post-
shutdown positively impacted production and water
injection rates: Gross average oil production from only Block
3/05 reached an average of 23,133 bopd (net: 6,940 bopd)
in December 2024.
The material uplift in production by the end of 2024, and the
reserve replacement of 140% (since June 2023) announced
post-period end can be attributed to the impact over the
18-month period of the LWI’s and increased water injection
coupled with material progress on facility recovery to
process higher levels of production.
ESG embedded into our activities
Working closely with our JV partners, we aim to balance
the socioeconomic benefits that come from production
while lowering the environmental impact through targeted
initiatives. The 2024 planned maintenance shutdown
allowed for the installation of gas metering which will allow
a baseline understanding of flare rates, composition and
resulting emissions. The data from these new meters will
inform the development of a holistic gas management plan
to lower emissions through reduced flaring and through
utilisation of gas for export.
Block 3/05 non-operated Interests
Block 3/05 is operated by Sonangol through a JV
partnership under a PSA. In 2023, the Block 3/05 PSA was
extended to 2040 with enhanced fiscal terms.
PARTNERSHIP
Sonangol (Operator)
36%
Afentra
30%
M&P
20%
ETU Energies
10%
NIS Naftagas
4%
Offshore, Angola, Afentra has a 30% non-operated interest in the producing Block 3/05
and a 21.33% non-operated interest in the adjacent development Block 3/05A. The
mid-life fields that reside within the Block 3/05 licence together represent a significant
underdeveloped asset with substantial potential to replace reserves, increase production
and reduce emissions.
Block 3/05 STOIIP
3 billion bbls
Targeting >50% recovery
(42% recovery to date)
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OPERATIONS REVIEW
Block 3/05 work programme
Key achievements on the fields during the year have
included achieving zero Lost Time Incidents (LTIs) in
2024 and maintaining the same 87% facilities uptime
as in 2023. The JV is making near-term investments
with targeted life extension activities, taking a long-
term strategic approach to investing in the field to
deliver growth and value into the 2030s and beyond.
Futureproofing infrastructure to increase production and reduce emissions
During 2024 the JV commenced a 3-year asset redevelopment plan to extend the field life, optimise and increase production,
and reduce GHG emissions, this included the recertification of the Palanca FSO. The recertification of the vessel will lead to
no dry dock before 2030. These efforts align with the extended licence for Block 3/05, which now runs through to 2040. Key
infrastructure upgrades included enhancements to compressors, power generation systems, and flowlines.
Afentra and the JV are fully aligned on taking a phased and targeted approach to life extension capital expenditure. This has
started with stabilising and sustaining current production, optimising the existing well stock, and will ultimately lead to the next
stage of future development through infill drilling and tie-backs of nearby satellite fields.
Stabilise and Sustain production
The “Stabilise and Sustain” programme, which included the planned 21-day maintenance shutdown in October 2024 focused on
four key areas: asset integrity, water management, power systems and gas metering. By upgrading these key areas, we are laying
the groundwork for production to increase and a reduction in emissions.
Oil rate kbbl/d (Gross)1
2022
2023
2024
2025
2027
2029
2031
2026
2028
2030
2032
Develop satellite
discoveries
Increase recovery
through infill drilling
Optimise operational
wells and infrastructure
Stabilise and
sustain production
45
0
30
15
Light Well Interventions
40 in 2024
Delivering 2,000 bopd (gross)
1 Illustration of future production potential based on management estimate. Actual production 2022 to 2024.
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OPERATIONS REVIEW
Block 3/05 work programme continued
Ramping up water injection
For the JV, achieving higher and more stable injection rates
is a key objective, as it will continue to positively impact oil
production in the medium term as production rates respond
to reservoir pressure increases. During 2024, there was a
significant investment in water injection upgrades across
the fields with new filters, pumps and meters installed. The
implemented upgrades have resulted in an immediate
performance improvement, with year-end injection rates
at up to 80,000 bwpd. The fields now have significantly
higher injection capacity compared to 2022, and the field
is now prepared for a planned injection rate ramp-up in
2025 to above 100,000 bwpd using two pumps with a third
scheduled to come online later in 2025 resulting in up to
150,000 bwpd of available capacity. Post-period end water
injection rates have exceeded 100,000 bwpd.
Light well interventions
The LWI campaign carried out during 2024, in continuation
of the programme that commenced in 2023, involved
successfully re-entering 40 wells to carry out matrix and
tubing washes, perform water shut offs and re-perforations.
The LWIs have continued to demonstrate the benefits and
potential of low cost well interventions on these fields with
an average gain of around 130 bopd per intervention and
with an average payback of less than six weeks.
Gas lift optimisation was carried out in 2024, with seven
well improvements and the focus has now shifted to gas
compression and further optimisation of the intra-field gas
network. Gas meters have also now been installed on the
flares, providing accurate measurement and an accurate
baseline to measure emission reductions.
Holistic asset gas management
In 2024, significant progress was made in implementing
the holistic gas management plan which aims to lower
emissions by reducing flaring, mitigating fugitive emissions
and looking at gas export options. Three factors are
contributing to reduced gas flaring and emissions:
increased water injection will lower the GOR, a recent
drone survey conducted late 2023 has informed a fugitive
emissions mitigation strategy, and new gas meters will
enable more accurate emissions monitoring and the
development of gas export plans.
Shift to gas and network optimisation, heavy workovers
and drilling for 2025-2027
Looking ahead, the focus is shifting to gas compression and
network optimisation in 2025, a heavy workover programme
and preparing for rig-related life extension activities in 2026.
In 2024 there was also investment in long lead items to
enable future rig related activity.
Collaborative JV workshops have identified a series of low
cost and low risk workovers from the extensive inventory of
wells currently offline. Initial focus for heavy workovers will
be on the Palanca and Impala fields where a number of well
reactivation and ESP opportunities have been selected for
high grading. Here there is a significant oil in place which is
not being effectively accessed and recovered.
There is a significant opportunity to increase production
through infill drilling, with no infill wells drilled for over 10
years, and over 20 targets identified. Strong candidates
are wells with lower GOR such as at Pacassa SW or infield
wells where existing infrastructure can be used to rapidly
bring them onto production. The JV partners are working
collaboratively through the selection of infill candidates
from Pacassa, Palanca, Impala SE, Buffalo, Cobo, Pambi and
Impala fields, with an initial phase of drilling planned to start
in 2026, with new infill wells potentially adding 500-2,000
bopd of production per well.
Near Field Developments and Exploration
Near-field exploration and development within both Block
3/05 and 3/05A offer significant opportunities to increase
oil production further, with the potential for discoveries to
hold over 300 mmbo (3/05A) and 100-200 mmbo (3/05).
Satellite discoveries have the potential to deliver up to
10,000 bopd through phased development.
Case study
Afentra and JV technical collaboration drive
early production gains from LWIs
Since 2022, Afentra’s technical team has been working
collaboratively with the JV partnership to advance
production optimisation projects as well as longer
term planning for field extension and further infield
development activities.
Before joining the licence, our technical team identified the
potential for low-cost light well intervention (LWI) workovers
to rapidly boost production. Evaluating available wireline log
data, historical well completion data, and production history,
the team has worked together with the Operator and JV
partners to identify and rank LWI candidates.
Through interactive workshops in Luanda, Afentra has
facilitated strong collaboration with Sonangol and the
JV partners, leveraging our team’s extensive geoscience
and well engineering experience to develop detailed
technical proposals. The proposals encompass a range
of intervention options, including acid washes, matrix
washes, gas lift valve change-outs, and reperforations to
restimulate intervals and to access previously untapped
oil zones.
The LWI programme has yielded impressive results. In
2023, interventions delivered an additional 4,000 bopd,
followed by an additional 2,000 bopd in 2024. These
early successes will inform and drive continued LWI
programmes in subsequent years.
Furthermore, the JV’s collaborative efforts have
increased the number of active production wells
from 42 to 45 and injection wells from 15 to 17,
demonstrating a joint commitment to optimising field
performance and maximising the value of the asset.
With 95 inactive wells remaining, the potential for
future interventions remains substantial.
1999
365 kbwpd
2015-2020
0 kbwpd
2022
15 kbwpd
2023
33 kbwpd
2024
23 kbwpd
2025
85+ kbwpd
2026
150+ kbwpd
Water injection rates
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Angola - Block 3/05A
Adjacent to Block 3/05, Block 3/05A houses the undeveloped Punja, Caco and Gazela
discoveries with an estimated in-place resource of 300 million barrels. Afentra estimates
gross 2C recoverable resources at 33 million barrels1.
OPERATIONS REVIEW
Significant low cost near-field development potential
The Gazela field, commenced production in 2015, with
approximately 2.4 mmbo recovered prior to a wellbore
shutdown in 2017. Production was restored in March 2023
with the Gazela-101 well averaging around 1,248 bopd gross
during 2024. This extended production test is helping to
establish the long-term resource potential and appropriate
development strategy. Subsurface mapping has been
completed on the Caco and Gazela fault compartments to
identify future potential production or injection wells. These
will now be ranked alongside other rig related opportunities
for selection in the potential 2026 / 2027 drilling campaign.
Development concepts actively being progressed
Given the high gas oil ratio of the Punja field reservoirs,
an integrated gas management plan across both Blocks
3/05A and 3/05 is essential to optimise the responsible
development of these oil and gas resources. In line with our
stated environmental commitments, all alternatives to flaring
excess gas from additional developments will be evaluated
with the JV before proceeding to sanction future projects.
There are a number of zero routine flaring options that will
be evaluated, including commercial export of excess gas
via the ALNG network which is located in close proximity
to existing infrastructure or gas injection into existing fields.
Both options will require review and a potential upgrade of
the existing compression infrastructure.
The JV partnership will be progressing the next steps to
both Punja and Caco-Gazela in a phased approach to
gain appraisal data, reduce uncertainty and generate cash
flow through monetising early production. A number of
development concepts will be screened and ranked in order
to reach an optimised FID in the near term.
The Block 3/05A PSA expires in 2035, having commenced
in 2015 and could be extended if production is still ongoing.
The Punja undeveloped discovery received marginal field
terms in 2024 enhancing the commercial value of this block.
Block 3/05A is operated through a JV partnership, the post
deal interests are:
Block 3/05A non-operated interest
Block 3/05A is operated by Sonangol through a JV
partnership under a PSA.
PARTNERSHIP
Sonangol (Operator)
33.33%
M&P
26.67%
Afentra
21.33%
ETU Energies
13.33%
NIS Naftagas
5.33%
Block 3/05A STOIIP
300 million bbls
Targeting >30% Recovery
(1% recovery to date)
1 To date, resource estimates for Block 3/05A are based on management estimates and have not yet been independently audited.
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Angola - Onshore
Blocks KON15 and KON19 (awarded post-period end)
offer low-cost near-term exploration potential.
Onshore Angola, Afentra was awarded a 45% non-
operated interest in both KON19 in July 2024, and post-
period end a 45% non-operated interest in KON15. Both
licences are in the proven yet under-explored onshore
Kwanza basin. Entry into this basin, where 11 oil fields
have been discovered, offers a value driven strategic
opportunity for near-term and low-cost exploration
in a proven basin by applying fresh ideas and modern
concepts to an area where no new technology has been
applied for 40 years.
KON15 and KON19 are located adjacent to the legacy
Tobias and Galinda oil fields and offer significant potential
within Angola’s prospective post-salt and pre-salt
formations. Leveraging existing data, these blocks can
be quickly explored and appraised, potentially leading
to rapid development and production. These licences
will expand Afentra’s footprint in this attractive Angolan
market by diversifying our portfolio which is principally
focused on low cost, long-life stable production and low-
risk development assets.
Under-explored proven hydrocarbon basin
The onshore Kwanza basin covers 25,000 km2 and is an
underexplored, over-looked proven hydrocarbon basin that has
numerous oil fields and discoveries dating back to 1955. The
basin produced over 15,000 bopd in the 1960’s and 1970’s from
post-salt traps. Onshore activity declined and ceased during
the instability of the Angolan civil war after which the focus was
offshore oil and gas field development.
Both KON15 and KON19 blocks were high graded by Afentra
in 2023 as they have good signs of a working petroleum
system and contain wells that were drilled on salt structures
with light oil recovered to surface in one and oil shows in
others from post and pre-salt reservoirs. We continue to
evaluate additional opportunities utilising technologies and
techniques that the team have successfully deployed in
other regions of Africa.
For example, although the full work programme is yet to be
finalised, the initial phase of a basin-wide enhanced Full Tensor
Gravity Gradiometry (eFTG) survey, launched in August
2024, has been completed for KON19, with the remaining
KON15 phase being completed in 2025. This advanced eFTG
technology will facilitate a more comprehensive subsurface
analysis of the 25,000 km² onshore basin, a largely unexplored
region in recent decades and identify prospective regions.
KON15 PARTNERSHIP
Sonangol P&P (Operator)
55%
Afentra
45%
KON19 PARTNERSHIP
ACREP (Operator)
45%
Afentra
45%
Enagol
10%
OPERATIONS REVIEW
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Angola
Block 23
Afentra also holds a 40% non-operated interest in Block 23,
a deepwater exploration licence with a proven hydrocarbon
potential and no outstanding work commitment. In 2024 the
new Operator Namcor was announced.
Block 23 is a 5,000 km2 exploration and appraisal block
located in the offshore section of the Kwanza basin in
water depths ranging from 600-1,600 meters, with a
proven working petroleum system, and is in proximity to
TotalEnergies Kaminho future deepwater development.
Whilst this large block is covered by modern 2D and 3D
seismic data sets, with no outstanding work commitments
remaining, much of the block remains under-explored.
PARTNERSHIP
Namcor (Operator)1
40%
Afentra
40%
Sonangol
20%
Somaliland
Odewayne Block
Afentra also has a 34% carried interest in the onshore
Odewayne Block onshore southwestern Somaliland.
The Block is an unexplored frontier acreage position
covering 22,840 km2 offering the opportunity to explore an
undrilled onshore rift basin in Africa.
PARTNERSHIP
Genel Energy
50%
Afentra
34%
Petrosoma
16%
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Angola and Somaliland
1 Awaiting completion of transaction.
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ANGOLA COUNTRY MANAGER
Profile: Angola Country Manager
In 2024, Afentra opened an office in
Luanda and appointed Katila Tati, an
experienced industry professional and
Angolan national, as Country Manager. In
the following interview, Katila discusses
the significance of establishing a physical
in-country presence and the positive
actions being taken by the Angolan
authorities to encourage investment into
the upstream industry.
Can you please tell us about yourself and your
professional experience?
I am a legal and energy professional with nearly 20 years of
experience in the oil and gas industry, holding key leadership
roles throughout my career. I hold an LLM in International
Maritime Law and have developed expertise across legal,
operational, and strategic functions.
My career began as a Junior Lawyer at Miranda Law Firm,
specialising in Angolan legislation for oil and gas companies.
I later transitioned to AAA Insurance Company, and as
Chief of the Energy Unit, I gained valuable insights into
both upstream and downstream petroleum activities. I
managed energy insurance portfolios for major Operators
such as Chevron, Eni, and Total, while also collaborating with
Angola’s National Insurance Institute to support regulatory
compliance and supervision.
At Tullow Angola B.V., I served as Administrative Manager
and later acted as Deputy Country Manager, where I was
responsible for ensuring compliance with Production Sharing
Agreement (PSA) obligations and strengthening industry
partnerships. I played a pivotal role in high-level management
decisions, collaborated on procurement processes with
national oil and service companies, and developed a strong
network within Angola’s oil industry. This experience deepened
my understanding of operational strategies and reinforced
my ability to deliver value in complex environments. I then
supported Tullow PLC, UK as an advisor for new business
ventures, focusing on potential oil and gas projects in Angola.
When Afentra PLC was established, I took on the role of
Upstream Advisor for Angola, supporting the company’s
entry into the Angolan market. In this capacity, I contributed
to Afentra’s successful positioning as a newcomer and its
acquisition of interests in Block 3/05 and 3/05A.
Now, as Afentra’s Country Manager, I leverage my experience
to support the company’s growth and commitment to
responsible asset management in Angola.
Tell us about your role, and how does your appointment
signify Afentra’s commitment to Angola?
As Country Manager, I am responsible for direct engagement
with regulators, partners, and stakeholders, ensuring that
Afentra aligns its operations with Angola’s national priorities.
Having local leadership in place allows us to build strong
relationships, raise Afentra’s profile, and demonstrate our
long-term commitment to the country.
My appointment underscores Afentra’s confidence in
Angola and its commitment to the country’s oil and
gas sector. By establishing a physical presence and
appointing an experienced country manager, Afentra
demonstrates its intent to foster trust and collaboration,
contributing to the responsible management of assets
such as Block 3/05, 3/05A, and support the value
potential in Block KON15 and KON19.
In your view, what makes Angola an attractive
investment destination for O&G companies, and what
role can independents like Afentra play?
Angola has established itself as a prime investment
destination due to its proactive government policies,
stable fiscal environment, and commitment to growing
production. The Decree 91/18 and similar reforms provide
clear guidelines and frameworks for responsible oil and
gas asset management, making Angola attractive for
long-term investments.
Independents like Afentra play a vital role in this
landscape. By focusing on mature assets, Afentra
leverages its expertise to optimise production and extend
asset life responsibly. In Blocks 3/05 and 3/05A, for
example, together with our partners, we are working to
maximise value for all stakeholders while maintaining
operational efficiency. Independents bring the agility
and focus needed to revitalise existing resources,
supporting Angola’s energy goals. Beyond our successful
involvement in Blocks 3/05 and 3/05A, Afentra is also
actively exploring opportunities in KON15 and KON19,
which hold significant potential for further development.
How is Afentra contributing to the country’s
socioeconomic development while reducing
environmental impact?
Afentra is committed to balancing economic development
with environmental responsibility. We promote operational
efficiency to ensure Angola benefits from its hydrocarbon
resources while actively reducing emissions and minimising
environmental impact.
Recognising the importance of the energy transition, Afentra
is focused on responsibly managing mature assets while
exploring opportunities to align with global efforts toward a
lower-carbon future. This includes promoting operational
practices that reduce carbon intensity and support cleaner
energy solutions where possible.
We prioritise local employment, capacity-building, and
knowledge transfer to empower Angolan professionals.
Additionally, we are developing a community engagement
strategy to support socioeconomic priorities, including
education, training, and infrastructure development.
Our approach balances economic growth, environmental
stewardship, and energy transition goals to deliver sustainable
and long-term benefits for Afentra and its stakeholders.
How do you see the role of women in a sector that has
traditionally been male-dominated?
Women are increasingly breaking barriers and taking on
leadership roles in the oil and gas sector, all while balancing
their family responsibilities. By bringing diverse perspectives,
innovation, and resilience, women are driving positive change
and helping the industry tackle complex challenges. Over
my years of experience in this industry, I have witnessed first
hand the unique value that women contribute through their
perspective, strength, and creativity.
Empowering women through leadership opportunities and
mentorship is essential to fostering inclusive environments
where talent can thrive. I‘m proud to work for a company that
values diversity and I hope to inspire more women to pursue
careers in oil and gas by demonstrating that leadership and
capability transcend gender.
What is your outlook for Afentra and the potential for
growth in Angola and West Africa?
Afentra has a highly promising outlook in Angola and across
West Africa. Angola offers significant opportunities for
growth, particularly through optimising producing assets,
where we are focused on delivering operational efficiency
and maximising asset performance. Additionally, our interest
in exploration opportunities such as KON15 (awarded post
period) and KON19 reflects our commitment to identifying
and unlocking further value in Angola’s oil and gas sector.
Beyond Angola, West Africa remains a key region with substantial
untapped potential. Afentra’s experienced team, combined with
our reputation as a credible and responsible partner, positions us
well to pursue further opportunities. We are dedicated to creating
long-term value by responsibly managing assets, supporting
production growth, and contributing to the socioeconomic
development of the regions in which we operate.
With Angola as a cornerstone of our growth strategy, Afentra
is well placed to expand its portfolio and play a pivotal role in
delivering sustainable and efficient energy solutions across
West Africa.
Katila Tati, Angola Country Manager
Financial performance
Stakeholder value
Resilient shareholder
returns
ENABLES LONG TERM VALUE CREATION
Enables operational efficiencies and uptime
Production volumes
DRIVES OPERATING PERFORMANCE
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SUSTAINABILITY
Afentra plc Annual Report and Financial Statements 2024
Our mission is to be the trusted partner of both IOCs
and host governments in the responsible transition of
legacy assets.
Through a focused and innovative approach, we tap into the potential of these assets by
applying efficient operating practices and smart commercial arrangements. In doing so,
we create value while reducing carbon emissions, protecting the environment, promoting
employment opportunities, and contributing to socio-economic development in the
communities where we operate.
This sustainability review is shaped by Afentra’s ongoing dialogue with both internal and
external stakeholders and informed by internationally recognised frameworks, including the
Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and
Task Force on Climate-related Financial Disclosures (TCFD).
Embedding ESG across our activities
Afentra remains committed to supporting a just energy
transition. This involves balancing socio-economic
development with emissions reductions and supporting the
transition to renewable and low-carbon energy sources. Our
production assets in Angola, operated by Sonangol, reflect
this commitment, as we work alongside our partners to help
create a skilled and diverse upstream industry that delivers
meaningful socio-economic benefits.
ESG matters are integrated into our M&A and project
development screening criteria. This practice remains a
cornerstone of our acquisition strategy, ensuring social,
environmental, health and safety, and climate-related
factors are assessed in combination with technical and
commercial matters.
Working closely with our JV partners, we aim to reduce
the environmental footprint of our operations while
enhancing our ESG credentials through efficient energy
use. As part of our redevelopment work on Block 3/05 with
Sonangol, significant progress is being made in re-instating
and upgrading the water re-injection systems, which
is improving operational performance. Water injection
rates exceeded 80,000 barrels of water injected per day
(bwpd) in December 2024 following the system upgrades,
marking a significant improvement and supporting
effective GOR management.
Sustainability
Sustainability framework
Zero safety
incidents
Zero
LOPCs
Reduced
emissions
Zero human rights
incidents
Investment into
our communities
Social
responsibility and
human rights
Thriving
communities
Working
safely
Environmental
stewardship
Climate
action and
decarbonisation
Sustainability in the oil and gas industry requires
a comprehensive approach that integrates ESG
considerations with long-term business viability. Building
upon the insights gained through our material issues
review, Afentra’s sustainability strategy is guided by the
IPIECA (International Petroleum Industry Environmental
Conservation Association) reporting guidance and
aligned with the United Nations Sustainable Development
Goals (SDGs).
This framework is designed to address the key topics
identified in our internal materiality work, ensuring that
our sustainability efforts focus on areas of highest
impact and importance. By integrating these priorities
into our operations, we are better equipped to manage
environmental, social, and governance risks while advancing
initiatives that deliver measurable improvements.
Our integrated approach supports operational efficiencies,
maximises uptime, and enhances production. Together,
these efforts drive stronger revenues and financial
performance, aligning our business strategy with long-term
value creation for our shareholders coupled with a positive
impact on the environment and society.
EFFECTIVELY MANAGING IMPACTS
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Environmental stewardship
Sustainability framework continued
Afentra is committed to minimising the environmental footprint of its operations by prioritising responsible resource management,
biodiversity protection, and pollution prevention. Acknowledging the potential environmental impacts associated with oil and gas
activities, we strive to implement robust environmental management practices that support responsible operations.
Prepared in accordance with the Equator Principles (2019)
and the IFC’s Performance Standards on Environmental
and Social Sustainability (2012), the purpose of the
report was to conduct a preliminary assessment of the
environmental and social risks associated with Sonangol’s
upstream oil and gas operations.
Asset integrity
In October 2024, the asset completed a planned 3-week
maintenance shutdown enabling maintenance and upgrades
across all platforms and infrastructure to improve field
performance. This included installation and commissioning
of a new gas flare meter, to enable an accurate baseline
emissions profile. The remaining flare meters (4) will be
installed and commissioned throughout 2025.
Routine maintenance at the Palanca Floating Storage
and Offloading (FSO) unit was also carried out as planned,
as part of the broader upgrade programme designed to
enhance the safety and longevity of Block 3/05 facilities.
The recertification of the vessel which is scheduled to close
out in May 2025 will result in no requirement to dry dock the
vessel before 2030. These efforts align with the extended
licence for Block 3/05, which now runs through to 2040.
Key infrastructure upgrades included enhancements to
compressors, power generation systems, and flowlines.
Another key project in 2024 focused on facilities revamping
which began in Q4 2024 and will continue through to the
end of 2026. It started in the Cobo sector and will progress
to Palanca, with work concluding in Pacassa. The scope of
the project has been defined through detailed third-party
survey reports covering all secondary structural elements on
platforms, process vessels and flowlines in all sectors. The
revamping work aims to fully restore the integrity of assets
affected by corrosion, securing them for the remaining
operational cycle. To support the work, a second barge
will be mobilised in Q2 2025 to assist with logistics and
manpower ramp-up.
Water management
In 2024, effective water resource management remained
a key element of our environmental stewardship efforts.
Investments in reducing Oil in Water (OIW) content were
prioritised, with a dedicated project to meet stringent
regulatory targets. The OIW content during 2024 was
measured at 29ppm, in line with regulatory limits but with
opportunities for further improvement. Enhanced fluid
offtake rates tested the limits of the existing produced water
treatment system, prompting a review of OIW metrics and
system capacity.
As a result, a refurbishment project to upgrade the Produced
Water Treatment System (PWTS) was approved and
initiated. The Front-End Engineering Design (FEED) and
detailed engineering work for the upgrade were completed,
with installation and commissioning targeted for H2 2025.
In preparation, deck works on the Cobo platform were
completed to accommodate new vessels. The objective of
the upgrade is to achieve an OIW target of 15-20ppm while
handling higher produced water rates, ensuring compliance
well within the regulatory metric.
SUSTAINABILITY
At Afentra, we believe that ensuring the health, safety and security of employees, contractors and local communities is at the
heart of our business. We are committed to the safety of our people and stakeholders, by setting clear expectations, maintaining
standards and creating a culture of continuous improvement.
Safety milestones
2024 marked a year of continued safety achievements.
The assets continued to deliver 1,830 Lost Time Incident
(LTI)-free days, a milestone that reflects an unwavering
commitment to the safety of the workforce and contractors.
Notably, there were no major safety incidents during the
planned full field shutdown, despite the increased offshore
activity associated with extensive maintenance and upgrade
projects. This success underscores the robustness of the
existing safety management systems and the vigilance
of the teams in maintaining high safety standards under
challenging conditions.
To further enhance safety oversight, the Operator scaled up
management safety visits to 28 in 2024, with plans to increase
this to over 30 in 2025. Each visit focuses on specific safety
topics to reinforce best practices and drive continuous
improvement. Additionally, safety training hours exceeded
2,800 for the year, supporting the growing offshore workforce,
and more than 170 emergency drills were conducted to ensure
operational preparedness. As a non-operated partner Afentra
closely monitors health and safety statistics and raises items
where we have concern or clarification.
Planning is also underway for an upgrade to the STOP card
reporting system in 2025, with vendor selection currently
under review. This initiative aims to enhance hazard reporting
and strengthen proactive risk management efforts.
Cybersecurity and data privacy
In an increasingly digital world, protecting our data and
systems is essential to maintaining the trust of our
stakeholders. In 2024, we focused on strengthening our IT
security and staff awareness as the Company continued
to grow. All employees were given security training and
phishing awareness programs to enhance vigilance against
emerging cyber threats.
To bolster email security, we implemented measures to
protect against spoofing and phishing attacks, achieving a high
level of email security compliance by the end of the year.
Afentra also took steps to improve data protection and
security across its digital platforms, raising its security
performance through enhanced identity management,
multi-factor authentication, and access controls. These
measures align with industry standards and ensure robust
protection of sensitive information.
Additionally, physical IT security was improved with
the installation of access control systems for critical
infrastructure, further enhancing the security of our
operational systems. These initiatives underpin our
continued commitment to safeguarding data, systems, and
overall operational integrity.
2024 Safety Training
2,800 hours
Working safely
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Sustainability framework continued
We seek to draw on the talent of all our people and external stakeholders recognising that a diverse range of backgrounds and
experiences are fundamental to delivering value for all investors and stakeholders.
Workforce practices and team diversity
Afentra are an equal opportunities employer. We understand
the benefits of a diverse workplace and follow applicable
employment laws. Our approach to workforce practices is
proportionate to our business size, with an exclusively office-
based team. Building on progress from previous years, our
team grew further, reflecting our commitment to attracting top
talent to support our business ambitions. We have maintained
a workforce that embodies a broad range of nationalities,
experiences, and skills, and by the end of the year, 40% of our
team were women, with female representation at the Senior
Management level maintained at 33%.
Our emphasis on employee satisfaction and wellbeing
continued in 2024, with initiatives designed to support the
professional and personal development of our people. Training
and development programmes were expanded to drive
operational excellence, further equipping our workforce to
meet the challenges and opportunities ahead.
Engagement and collaboration
Knowledge sharing and collaboration remained central
themes throughout 2024, as we invested in initiatives to
strengthen local capabilities in Angola. By sharing expertise
and resources, we aim to build long-term value for both our
organisation and the communities we engage with.
The appointment of a new Country Manager in Luanda was
a significant step towards deepening our local presence
and reinforcing our commitment to creating employment
opportunities in Angola. This decision aligns with our goal
of advancing engagement and understanding within the
communities where we operate.
Code of ethics
2024 was another year of strong governance practices at
Afentra, underscored by the update of our Code of Ethics
and Business Conduct (Code). This revised Code reinforces
our Guiding Principles and sets clear expectations for
ethical behaviour across all aspects of our operations. Our
commitment to a zero-tolerance approach to Anti-Bribery
and Corruption (ABC) was evident, with 100% completion
of ABC training modules by all employees and contractors in
2023, a standard we carried forward into 2024.
Social responsibility and human rights
SUSTAINABILITY
“In 2024, Afentra had eight nationalities
represented among our core staff.”
Climate action and decarbonisation
Afentra is committed to integrating climate considerations into its strategic decisions and working closely with partners to
support decarbonisation efforts. While Afentra holds non-operated interests in the assets, we work with Sonangol, the Operator of
Blocks 3/05 and Block 3/05A, to explore emissions reduction opportunities and improve environmental performance.
In this discussion, Claire McFerran, Geoscience &
Sustainability Lead at Afentra, reflects on the shared
challenges and opportunities in reducing emissions and
enhancing sustainability across the assets.
Afentra has been vocal about the importance of
responsible operatorship. Given that you are a non-
operating partner, how do you influence emissions
reduction efforts on the asset?
While we don’t have direct control over operations, we
actively engage with Sonangol and other partners to
advocate for sustainable improvements. This includes
sharing best practices, supporting emissions reduction
initiatives, and providing technical insights based on our
experience. One of our key contributions has been around
strengthening emissions data accuracy, which is essential
for setting meaningful reduction targets. We’ve been
working closely with our Operator to improve metering
and monitoring systems, ensuring a data-driven approach
to emissions management. In fact, throughout 2024, I’ve
conducted five visits to Luanda to meet with stakeholders,
reinforcing our commitment to collaboration on these
initiatives. These visits have allowed us to engage directly in
discussions about improving flare efficiency and introducing
better flare monitoring systems, which are critical first steps.
What are the biggest challenges in implementing
emissions reduction initiatives, and how is Afentra
working with Sonangol to overcome them?
One of the biggest challenges is balancing emissions
reduction with operational and economic realities.
Infrastructure upgrades, such as improved gas handling,
require significant capital investment and careful planning
to ensure they align with the long-term viability of the asset.
It’s crucial to take a phased approach to implementation,
starting with practical steps like improving flare monitoring
and increasing flare efficiency, which are both cost-
effective and impactful in the short term. Our role is to work
alongside Operators to assess feasibility, provide technical
support, and explore potential solutions that optimise both
environmental and financial performance. For example,
we’ve supported the LiDAR survey to establish a baseline
for fugitive emissions, which is a vital step in developing
long-term emissions reduction strategies.
Given the long-term nature of climate risks, how are you
ensuring that emissions reduction remains a priority
beyond short-term initiatives?
A structured, long-term decarbonisation roadmap is key.
We’re working with Sonangol and other stakeholders to
ensure that emissions reduction is embedded in future
planning, not just as a one-off initiative. This means focusing
on continuous progress and ensuring that we take an
informed, data-driven approach to emissions management.
By strengthening data reporting, tracking progress against
clear targets, and aligning with industry best practices, we
can sustain momentum toward meaningful reductions over
time. Emissions reduction isn’t seen as a separate challenge
but integrated into the operational strategy, which is vital for
long-term sustainability. Through these efforts, we aim to
ensure that the assets are not only efficient in the short term
but also resilient to future climate risks.
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At Afentra, we understand that our long-term success is deeply intertwined with the wellbeing and prosperity of the communities
where we operate. In 2024, we reaffirmed our commitment to engaging proactively with our host communities to encourage
economic development and implement initiatives that deliver enduring positive impacts. Through open dialogue and
collaboration with local stakeholders, we aim to ensure that our projects are conducted in a safe, responsible, and sustainable
manner, benefiting both our organisation and the communities we serve. As a partner in Block 3/05 and Block 3/05A, Afentra
contributed over $350,000 in training fees to ANPG in 2024. Additionally going forward, as a partner in onshore KON15 and
KON19 blocks, we will contribute a training levy.
Supporting Angola’s path to a mine-free future
In 2024, Afentra’s Board approved funding for The HALO
Trust, marking a significant milestone in our commitment
to high-impact social and environmental initiatives.
This partnership aligns with the Angolan Government’s
goal of becoming mine-impact free and supports
local communities by making land safe for sustainable
development.
The legacy of landmines in Angola
Decades of conflict left Angola with one of the highest
concentrations of landmines in the world, affecting all 21
provinces. While substantial progress has been made, more
than 1,000 minefields covering 67 km² remain. In regions
like Cuando and Cubango, landmines continue to pose a
serious threat to vulnerable communities, limiting access to
farmland, infrastructure, and economic opportunities.
The HALO Trust, the world’s largest landmine clearance
organisation, has been working in Angola for over 30 years,
clearing landmines, educating communities about explosive
hazards, and supporting weapons management initiatives.
Their efforts have already transformed thousands of lives,
restoring land for farming, infrastructure, and conservation.
Afentra’s role in the mission
Afentra’s investment will directly support HALO’s demining
efforts, ensuring that more land can be returned to Angolan
communities safely. Our partnership reflects our broader
commitment to responsible investment and sustainable
development, helping to create a safer, more prosperous
future for Angola.
Through this partnership, Afentra is proud to contribute to a
safer Angola.
Making a meaningful contribution
Building on the thorough groundwork laid in 2023, we
began to establish relationships with NGOs, community
representatives, and local authorities to identify needs and
opportunities for impactful CSR investments.
Our approach focuses on addressing the material needs
of our host communities by supporting critical welfare
programmes. These efforts include advancing educational
and healthcare initiatives, improving access to energy, and
promoting affordability. Additionally, we have continued
to support workforce development and champion local
content, contributing to the long-term socioeconomic
development of the communities we work with.
Forward-looking plans
To ensure the sustainability and effectiveness of our
CSR efforts, we initiated foundational community needs
assessments, led by our country manager in Angola.
These assessments have provided valuable insights
into the local context, helping us identify potential
opportunities for future environmental, educational,
infrastructure, or welfare projects near Luanda and other
areas of operation.
Sustainability framework continued
“The HALO Trust’s work is truly life-changing, and we are
proud to support their mission in Angola. Clearing landmines
is not just about safety but unlocking opportunity and
providing communities the freedom to rebuild their future.
As we pursue our onshore operations in the Kwanza basin
blocks, the HALO Trust’s expertise is likely to become
increasingly critical. Operating in former conflict zones
requires careful safety measures to protect personnel
and communities from unexploded ordnance. HALO’s
experience in mine clearance and risk mitigation has
the potential to strengthen our Health, Safety, and
Environmental (HSE) strategies. By working together, we
can ensure thorough land assessments, which shall lead
to essential enhancements in workforce and community
safety as we develop our onshore blocks.”
Paul McDade, CEO of Afentra
“Support such as this is invaluable in our mission to make
Angola mine-free. Every mine cleared brings us closer to
a future where families can farm safely, children can play
without fear, and communities can thrive without the
shadow of conflict.”
Gabriel Nungulo, Deputy Programme Manager, The HALO
Trust Angola
SUSTAINABILITY
Thriving communities
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Task Force on Climate-Related Financial
Disclosures (TCFD)
Streamlined Energy and Carbon
Reporting (SECR)
As an AIM-quoted company, Afentra is not obligated to adhere to the Task Force on Climate-
related Financial Disclosures (TCFD) recommendations. However, we acknowledge the
significance of these recommendations and values transparency in our operations. We do not
provide a compliance statement, but we do outline our approach to governing, identifying and
managing climate-related risks and opportunities.
We acknowledge the environmental impacts associated with oil and gas activities, including greenhouse gas emissions, and we strive to
work collaboratively with our partners to identify and promote emissions mitigation measures.
Through these efforts, Afentra is committed to contributing to global climate objectives while ensuring the resilience of our business in
an evolving energy landscape.
Effective oversight of climate matters
Afentra’s Board is informed of changes to climate-related risks and opportunities as appropriate, recognising the potentially material
impact these factors could have on the company’s financial performance. Regular updates were provided on the asset’s emissions
reduction initiatives ensuring that the decarbonisation efforts align with Afentra’s broader objectives and goals.
Afentra’s leadership team plays an important role in assessing and managing climate-related risks and opportunities, ensuring that
these are consistently integrated into the company’s day to day operations.
Climate-related factors that are or may shape our future
Afentra has identified both climate-related risks and opportunities across a range of timeframes, recognising that the energy transition
presents both challenges and avenues for growth. The following tables detail the climate-related risks and opportunities we face.
In line with the TCFD recommendations, Afentra categorises potential climate-related risks into two main types: transition risks, which
arise from the shift towards a lower-carbon economy, and physical risks, stemming from the direct impacts of climate change.
Short term – up to 1 year; Medium term – 1-5 years; Long term – more than 5 years
Physical risks
Category
Risk driver
Risk
Timeframe
Mitigations
Acute
Increasing
frequency and
intensity of
storm surges and
rising sea levels
Potential damage to offshore
infrastructure, including
platforms, wells, and pipelines,
leading to operational disruptions
and environmental hazards.
Long term
Collaborate with operators to:
• Implement early warning systems
for storm surges
• Update emergency response plans
• Revise maintenance schedules for
critical equipment
• Consider sea-level rise in
infrastructure design
Chronic
Rising
temperatures and
more frequent
heatwaves
Increased risk of heat stress
among workers, resulting in
reduced productivity and
potential health issues.
Long term
• Develop awareness programmes
on heat stress and hydration
• Ensure adequate provision of
potable water during hot periods
Afentra reports its UK emissions, in line with the UK’s Streamlined Energy and Carbon
Reporting (SECR) framework. Below is a summary of the company’s energy consumption
and associated emissions for its UK operations:
Scope 1:
Direct Emissions
Scope 1 emissions for Afentra’s UK
operations are 0 kgCO2e, as the
Company does not operate any
combustion processes or vehicles in
the UK.
Scope 2:
Indirect Emissions from Electricity
The annual electricity consumption
for Afentra’s London office was
43,214.53 kWh, a slight reduction
from 44,139 kWh in 2023.
Using the updated UK grid emissions
factor of 0.22535 kgCO2e per kWh,
this equates to 9,738 kgCO2e in
2024, compared to 9,931 kgCO2e in
the prior year.
Scope 3:
Indirect Emissions from Business Travel
Scope 3 emissions increased due to
heightened business travel involving
more site visits and operational
engagements. Air travel during 2024
accounted for 600,773.14 kgCO2e,
based on total distances flown
(813,830 miles or 1,309,729 km).
This marks an increase from 403,422
kgCO2e reported for corporate travel
in 2023. Rail travel remained negligible
with no recorded emissions
Energy intensity ratio
There were 15 UK employees as of 31.12.24, so 9,738 kgCO2e equates to 649 kgCO2e per employee.
Methodologies
Electricity-related emissions were calculated using the UK Government’s 2024 grid emissions factor of 0.22535 kgCO2e per
kWh, sourced from ITP Energised.
Travel emissions were calculated based on flight distances and class-specific emission factors.
Energy efficiency actions
Afentra undertook several initiatives to improve energy efficiency during 2024:
1. The company reduced electricity consumption in its London office by approximately 2%, reflecting ongoing efforts to improve
energy efficiency.
2. The office is fitted with LED lighting and a range of energy efficiency improvements. Further improvements are made at the
discretion of the landlord.
Afentra remains committed to reducing its environmental footprint and will continue exploring opportunities for sustainability
improvements across its UK footprint and adhering to SECR requirements.
SUSTAINABILITY
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Opportunities
We believe the Energy Transition presents opportunities and if managed well we believe these opportunities can materially
benefit Afentra, its partners and host communities.
Opportunities
Type
Category
Timeframe
Opportunity
More efficient
production
processes
Energy and GHG
reduction initiatives
Short term
The implementation of energy and GHG reduction initiatives can
lead to more efficient production processes, reduced operating
costs, and reduced liability if GHG emissions are priced.
Development
and/or
expansion of
low emission
goods/services
Transition to low-
carbon economy
Long term
Pivoting towards developing/expanding assets that produce less
carbon-intensive products (e.g., natural gas) in response to shifts
in consumer preferences.
Gas recovery and
monetisation
Medium term
With more stringent regulation of routine flaring, there is potential
to increase revenue from the monetisation of associated gas.
Transition fuel
opportunities
Medium term
The increase in demand for natural gas as a ‘transition fuel’,
particularly among developing countries, may lead to upward
repricing of natural gas.
Capture
associated
gas to meet
operational
energy
requirements
Reduction of flaring
and methane
emissions
Short and
Medium term
Investing in emissions reduction technologies and gas recovery
projects to significantly reduce flaring and methane emissions
and to meet operational energy requirements. Utilising and
exporting gas will likely have economic benefits against the long
term utilisation of diesel, as well as emissions benefits.
Reducing methane
leaks
Short term
A LiDAR GHG emissions survey identified key areas requiring
remedial action to isolate methane leaks. Following this assessment,
Sonangol has matured its maintenance plans for 2025.
The climate-related risks and opportunities identified in 2024 impact Afentra’s business strategy and financial planning. Afentra
seeks to play a proactive role in partnerships in which it holds non-operated positions and has undertaken various feasibility
studies to enhance the emissions profile of the field infrastructure. The initial feasibility study, expected to be completed in 2025,
is expected to inform further investments in low-carbon technologies and contribute to Block 3/05’s ability to meet its long-term
emissions reduction targets.
Our financial planning takes into account both the risks and opportunities posed by the transition to a lower-carbon economy,
ensuring that Afentra’s operations are informed by climate goals and that we are well-positioned to capitalise on new market
opportunities. We believe that by prioritising emissions avoidance and minimisation, we can create value for our stakeholders
while reducing exposure to climate-related financial risks.
Afentra’s strategy is built on a foundation of resilience to a range of climate-related scenarios, including those aligned with the 2°C
or lower pathway set out in the Paris Agreement. The Climate Change Risk Assessment (CCRA), which utilised IPCC scenarios
SSP1-1.9 and SSP5-8.5, provided us with critical insights into the potential physical and transition risks facing the Company in
the near-term and medium-term. By incorporating these scenarios into our decision-making processes, we are able to develop
adaptive strategies that ensure Afentra remains resilient in the face of future climate-related risks.
SUSTAINABILITY
Task Force on Climate-Related Financial
Disclosures (TCFD) continued
Transitional risks
Category
Risk driver
Risk
Timeframe
Mitigations
Policy and
legal
Implementation
of GHG
emissions
pricing and
stricter reporting
requirements
Potential increase in operating
costs due to new regulations
and carbon taxes that are being
introduced in jurisdictions around
the world. For example, we are
monitoring the impacts of the
EU’s CBAM and what these cost
implications could mean for the
sale of Afentra’s products into
the EU market. Presently, Angola
has not announced the intention
to establish a carbon price
under its Nationally Determined
Commitment.
Medium term
• Monitor emerging climate
legislation and policies
• Engage in policy development
processes through industry
associations
• Present investment into emissions
management, including monitoring
and leak detection to reduce
emissions
Increased
litigation related to
climate change
Possible legal costs and potential
liabilities from lawsuits alleging
environmental harm.
Medium term
• Develop and implement a GHG
management plan with clear
reduction targets
Market
Higher
production costs
Increased operational expenses
due to stricter environmental
standards, such as zero flaring
requirements.
Medium term
• Develop and implement an
economically viable roadmap for
achieving their commitment of
net-zero routine flaring by 2030
Oil price volatility
New climate-orientated policies,
or an environment where the
introduction of new policy is
unpredictable or implemented
unevenly across regions, may lead
to increased oil price volatility.
Medium, Long-
term
• Afentra has a Board approved
hedging programme. See Financial
Review section for more detail.
Shifts in
consumer
preferences
Decreased demand for carbon-
intensive products, leading to
potential revenue declines.
Long term
• Integrate low-carbon transition
risks into investment decisions
• Explore diversification into lower-
carbon products
We’ve deepened our engagement with our JV partners on emissions reductions in Blocks 3/05 and Block 3/05A. The Operator
led an integrated Emissions Reduction workstream, identifying flaring as the primary contributor to emissions. Multiple initiatives,
including gas export, and utilisation are now under review to address this issue.
To assess and prepare for physical risks, we conducted a comprehensive Climate Change Risk Assessment during due diligence
on the Sonangol-operated assets offshore Angola. Utilising Intergovernmental Panel on Climate Change (IPCC) scenarios, we
evaluated potential physical risks from 2021 to 2060, informing our operational strategy in the region.
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BUSINESS RISK
Principal business risks
Category
Risk
Mitigation
Change
Strategic and Economic
• Competition, barriers to entry
• Country risk
• Pre-emptive rights
• Climate change
• Competitors have greater financial and technical resources.
• Difficulty raising capital for new acquisitions and/or to fund development activities.
• Adverse economic, geopolitical or social instability, including uncertainty around
future elections in Angola, the associated impacts and/or sanctions imposed by host
or other governments.
• Governments or JV counterparty exercise pre-emptive rights over assets and
corporate acquisitions.
• Climate change and the energy transition is adding to market volatility and could
have a negative impact on smaller independent hydrocarbon E&P companies.
• Through staff expertise, robust financial systems and economic models, optimise deal evaluation and bid
processes to move quickly and competitively to value / price the appropriate opportunities.
• Management has and maintains a proactive dialogue with existing and prospective debt and equity
investors, and has a strong track record.
• The Board and management monitor and consider political, regulatory, fiscal, and social risks associated
with all target assets. Mitigate through proactive relations with host governments, and JV partners, utilising
local advisors/experts as required. Leverage new Angola office and in-country staff for relationship building
and information gathering.
• Develop deeper understanding and pro-active relationships with key decision makers of branches of
governments and JV partners in targeted jurisdictions to evaluate the risk of pre-emption ahead of material
deal expenses and deal time commitment.
• Climate related risks and opportunities (arising from a just transition) are core to the company’s vision and
strategy and underpins all evaluation of potential assets and markets.
►
Operations – Non-operated
• Health & Safety
• GHG Emissions
• Contractor performance
• Licence extension and contract
compliance
• Incidents occurring on oil & gas facilities resulting in loss of containment, production,
environmental damage and / or personnel injuries.
• High levels of flaring results in non-conformance to zero flaring by 2030, reputational
damage, and potential fines due to breaching limits.
• Complexity around contractor selection and performance management on a large
development could result in sub optimal outcomes resulting in a loss of value.
• Failure by the Operator and JV partners to meet work programme obligations for
Phase 1 could result in the loss of the licence, financial penalty, or a dilution of the
Group’s interest.
• Work with Operators to understand / influence how operational facilities are staffed with experienced and
fully trained personnel. Ensure robust communications with the Operators expectations around safety critical
maintenance (undertaken when required and not delayed), and risk assessment procedures and practices,
ensuring both are fully documented and rigorously followed by requisite personnel. Look for verification on facility
site visits. Ensure operational risks are covered by insurance where possible. Secondees installed within Sonangol
to focus on process engineering. Digital stop card process introduced with active reporting ongoing, whilst digital
time cards planned. Ensure robust plans in place for planned 3Q 2025 shutdown.
• Influence Operators to reduce flaring by measuring data to understand exact level of flaring, identifying potential
solutions to reduce flaring from incremental reductions to zero flaring, and influence the Operator to deploy GHG
reduction technologies. Continued increased water injection.
• Support Operators in contractor evaluation and selection procedures, advise on best practices, jointly participate
in contractor performance management including KPI selection and ongoing monitoring.
• Ensure key personnel and partners fully understand all obligations to ensure work programme progression is met.
►
The long-term success of Afentra depends on the ability to successfully acquire assets that align with the Group’s purpose and
strategy and to manage those assets responsibly and sustainably for the long term, creating value for all stakeholders. In achieving
that long-term success, the Group is exposed to a number of risks and uncertainties which could have a material adverse impact on
the delivery of the strategy and the future business. The Board and Senior Executive Team recognise and fully understand the need
to have a risk identification, mitigation, and management process in place to ensure that key risks to the business are discussed,
documented, and ultimately successfully managed, ensuring transparency of both content and process. The risk management
process and risk register is owned by the CFO and is reviewed regularly by the Executive Directors and the Audit Committee.
The risks to the Company’s business were refreshed during the year and reflect the completed and in progress acquisitions in Angola
and the knock-on impact to the organisation. As such, documented below are an updated set of principal risks and mitigations in
relation to the delivery of the Group strategy and purpose.
▲ Increased ▼ Decreased ► Unchanged
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Principal business risks continued
BUSINESS RISK
Category
Risk
Mitigation
Change
Organisation
• IT Systems
• Attracting, retaining sufficiently
skilled personnel
• Risk of an IT systems failure resulting in the loss of key data or rendering the business
inoperable for a period, and / or a cyber security threat manifesting resulting in loss of
data security and potentially value.
• Failure to attract and hire the requisite technical and functional staff with the right
experience to support the firm as it grows, resulting in operational, technical and
functional issues.
• Disaster recovery and business continuity plans were developed in 2023 and are reviewed every six months
to ensure relevance to maintain business critical functions.
• All legacy seismic data backed up and stored offsite.
• Non seismic data is backed up daily and stored both on- and off-site in the cloud.
• We have a hosted exchange service from Microsoft, the SLA for downtime on exchange and SharePoint
aims to be less than 45 minutes per month. All incoming and outgoing email are archived in an immutable
form, providing some protection from Ransomware, Phishing and Malware.
• Email validation implemented in 2024 to protect against spoofing and phishing. Security training and email
phishing awareness programs provided to all employees in 2024.
• Measures implemented in 2024 to increase Identify and Data protection within Mircosoft365.
• Access key pass placed on the server room.
• Personnel requirements assessed regularly and plans are in place to ensure business continuity can
continue in the event of a shortage of requisite skills.
• Local market conditions are continually monitored to ensure a competitive salary, bonus, and training
framework is in place to retain and attract new staff when required.
►
Financial
• Commodity (oil) Price risk
• Counterparty default
• Bribery & Failure to prevent
bribery
• Volatile commodity prices (both low or high) impacting buyer and seller expectations,
impacting ability to acquire assets.
• Low commodity prices could impact liquidity and the ability to service debt and
generate positive cash flow.
• Risk of default of bank holding deposits, off-taker of production, contractor/supplier
or JV partner not fulfilling obligations.
• Sanctions to partners could impact JV operations.
• Risk that a partner, business associate or an employee may, in the course of
business, offer to pay (or may previously have offered to pay) bribes, unjustifiable fees
or gifts to middlemen which could damage our reputation and result in Afentra being
in contravention of laws that prohibit such action, including the UK Bribery Act 2010,
or which, by association, may result in reputational damage to the Company.
• The Company will only bid on assets priced within the group’s financial framework which will include
mixtures of debt and equity capital raises. Key economic KPIs will need to be achievable to enable asset
bids to be approved for progression via the Board. The Company manages its exposure to oil price volatility
through a Board approved hedging programme.
• Monitor public announcements and any publicly available documents / reports for indicators of financial
distress prior to agreeing to future financial commitments.
• Conduct full financial and legal due-diligence along with obtaining representations, where relevant, prior to
entering any new JV or partner relationships.
• Conduct robust due diligence of counter-parties and consider use of insurance cover.
• Group policy, as stated in the Handbook, is clear that Afentra does not and will not participate in such practices.
• The Group developed and implemented an Anti-Bribery system, a key provision of which is ensuring that
any partner or affiliate of a partner maintains a robust anti-bribery compliance environment.
• The Group provides training for its employees and contractors on an annual basis with 100% compliance.
• All contracts, purchase orders and service orders contain business ethics provisions.
►
▲ Increased ▼ Decreased ► Unchanged
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Our stakeholders
OUR STAKEHOLDERS
Section 172 Statement
A director of a company must act in a way they consider,
in good faith, would be most likely to promote the success
of the Company for the benefit of its members as a whole,
and in doing so have regard (amongst other matters) to the
following factors:
• The likely consequences of any decision in the long-term,
• The interests of the Company’s employees,
• The need to foster the Company’s business
relationships with suppliers, customers and others,
• The impact of the Company’s operations on the
community and the environment,
• The desirability of the Company maintaining a
reputation for high standards of business conduct, and
• The need to act fairly between members of the
Company as a whole.
The Board has regard to the provisions of s.172 of the
Companies Act 2006 in carrying out their duties and have
regard to the matters set out in s.172 (a) – (f) in the decisions
taken during the year ended 31 December 2024.
Our stakeholder engagement
The Board identifies a number of key stakeholders of the
Company: JV partners; regulators and government partners;
communities where our assets are located; shareholders; our
employees and consultants; and our vendors and suppliers.
During the year the Company actively engaged with its
identified key stakeholders.
The Company is committed to engaging positively with
the communities in which our assets are located and
looks to support those communities impacted by our
operations. As a partner in Block 3/05 and Block 3/05A,
we contributed $356,081 in training fees. As a partner in
the onshore KON15 and KON19 blocks we will contribute
a training levy. Post-year end we agreed to support the
HALO Trust and this aligns with the Angolan Government’s
goal of becoming mine-impact free and supports
local communities by making land safe for sustainable
development. In 2024, Ms Katila Tati, an Angolan national,
was retained as the Company’s first Angola based
employee in the capacity as Country General Manager.
As set out on pages 24 – 39 with respect to its business
and operations in Angola the Company has worked closely
with Sonangol and relevant Angolan Governmental and
Regulatory agencies at all levels during 2024 including
commencement of the secondments of Company
consultants to Sonangol in 2024. The Company will
continue to engage with the respective Operator’s, JV
partners and governmental agencies in relation to its
existing operations (Block 3/05, Block 3/05A and Block
23), its recent new licence awards (KON15 & KON19) and
new business opportunities.
The Company has a small but growing team of employees
and specialist consultants based in the UK and Africa, all
of whom have direct contact with either the CEO, COO or
CFO who engage directly with the workforce, a benefit of
the current size of the Company. The CEO, COO and CFO
routinely visit Angola working directly with the company’s
newly appointed Angola Country Manager and its local
consultants and advisors and using these opportunities
to deepen the Company relationships with Sonangol and
the Angolan Government and Regulatory agencies. Board
and Board Committee meetings are held in the UK office
where several employees and consultants are invited to join
the meeting from time to time, The Board has day-to-day
business interactions with various employees of the Group,
so they receive direct employee feedback and engagement.
The Directors regularly engage with investors via the AGM
and at other times during the year through bespoke investor
presentations and more broadly through industry- focused
forums. Continued access to the capital markets is key
to the success of the Company’s M&A strategy and so
the management team and the Board work to ensure that
the Company’s investors have a sound understanding
of the Company’s strategy and ambitions, how this may
be implemented and how the Company’s decisions and
principal business activities support its long-term strategy.
Investors’ views and those of other stakeholders, are sought
by the Directors to guide the Company’s strategy and its
M&A activities. This activity and engagement will continue
in 2025. The Company’s M&A strategy continues to be
targeted towards seeking assets in specific jurisdictions, as
discussed in the Chairman’s and CEO’s statements.
Principal decisions during 2024
Key decisions made by the Board in 2024 related to
participation in M&A opportunities, decisions relating to the
Company’s participation in the Angolan onshore following
the award to the Company of licence interests through the
2023 onshore licence bid round, and the opening then of
new opportunities for the Company, both onshore and in
Block 3/24 offshore. These were reviewed during the year,
and discussed through the lens of strategic fit, long term
value accretion, and sustainability (including understanding
the potential impact on communities and the environment).
In 2025, in line with its long-term strategy, the Board will
continue to review a range of upstream opportunities in
Angola and West Africa more broadly, including potential
M&A opportunities, new licence opportunities and strategic
fit partnering and JV opportunities.
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In 2024 we continued to grow our asset base in Angola as we completed our third
acquisition on Block 3/05 and Block 3/05A, increasing our interest to 30% and 21.33%,
respectively, as well as accessing the onshore Kwanza basin in July by securing a 45%
non-operated interest in Block KON19 alongside local companies ACREP (Operator with
45% interest) and Enagol (10%). During the year we also established a presence in Luanda,
Angola, through the appointment of a Country Manager in Luanda who opened our local
office in Q4. Operationally, we successfully completed four crude oil liftings during the year,
generating $180.9 million of revenue, and anticipate a further five liftings in 2025.
Our financial position has undergone a significant
transformation in 2024, demonstrating the value generated
through strategic acquisitions, stable asset performance
and effective management. We ended 2024 with $54.8
million in cash ($19.6 million at 31 December 2023), inclusive
of restricted cash balances, achieving an end of year net
cash position of $12.6 million (net debt $12.3 million at 31
December 2023).
We continue to manage our exposure to oil price risk
through our hedging strategy and, during 2024, hedged
70% of sales volumes through a combination of put
options and collar structures. The hedge portfolio
consisted of $70 to $80 per barrel put options, covering
70% of sales volumes, and $90 per barrel call options,
covering 29% of sales volumes. For 2025, we have hedged
approximately 68% of estimated sales volumes. Our 2025
hedge portfolio consists of a combination of put options
with floors ranging between $60 and $65 per barrel
covering 68% of estimated sales volumes and call options
with caps ranging from $80 to $89 per barrel, covering
44% of estimated sales volumes. The company continues
to explore and to evaluate other hedge products in the
market consistent with its hedging policy.
In line with Afentra’s commitment to avoiding shareholder
dilution, the Company has elected to satisfy vested
options under the Founders’ Share Plan (FSP) through
market purchases via an existing Employee Share Benefit
Trust (Trust) rather than issuing new Ordinary Shares.
Anastasia Deulina, Chief Financial Officer
A significant transformation in 2024
FINANCIAL REVIEW
Subsequently, the Trust purchased 381,719 shares on the
open market at an average price of ~41p. Furthermore, the
Trust will continue with the share purchase programme to
satisfy the requirements of the employee LTIP and final
2026 FSP vesting. Subject to certain purchase criteria to
be agreed with the Trust, the Trust is expected to purchase
up to 6.5 million Ordinary Shares over the rest of 2025/Q1
2026. Full details of the FSP scheme are provided in the
Remuneration Committee Report on pages 77 – 87.
For 2025, our focus on M&A remains unchanged as we
continue to seek to build our portfolio via value accretive
opportunities in Angola, as well as in other jurisdictions
in the West Africa region. In February of this year, we
secured our interest in the onshore Block KON15, thereby
securing our second onshore asset in Angola. On asset
management, we will look to develop our office presence
in Luanda and will continue to work constructively with
the Operator and our Partners on Blocks 3/05 and 3/05A
to ensure continued safe operations as well as seeking
to develop value accretive opportunities in both existing
operations as well as new projects.
Selected financial data
2024
2023
Sales volume
mmbo
2.3
0.3
Realised oil price
$/bbl
82.2
88.0
Total revenue
$ million
180.9
26.4
Cash and cash equivalents
$ million
46.9
14.7
Restricted funds
$ million
7.9
4.9
Borrowings
$ million
(41.4)
(31.7)
Net cash/(debt)
$ million
12.6
(12.3)
Adjusted EBITDAX
$ million
90.2
11.1
Profit/(loss) after tax
$ million
52.4
(2.7)
Year end share price
Pence
46.1
37.0
Non-IFRS measures
The Group uses certain measures of performance that
are not specifically defined under IFRS or other generally
accepted accounting principles. EBITDAX (Adjusted)
represents earnings before interest, taxation, depreciation,
total depletion and amortisation, impairment and expected
credit loss allowances, share-based payments, provisions,
and pre-licence expenditure. Additionally, in any given
period, the Company may have significant, unusual or
non-recurring items which may be excluded from EBITDAX
(Adjusted) for that period. When applicable, these items
are fully disclosed and incorporated into the reconciliation
provided below.
EBITDAX (Adjusted) is a non-IFRS financial measure. The
Company believes that this non-IFRS financial measure
assists investors by excluding the potentially disparate
effects between periods of the adjustments specified.
EBITDAX (Adjusted) should not be considered as an
alternative to net income or any other indicator of Afentra
plc’s performance calculated in accordance with IFRS.
Because the definition of EBITDAX (Adjusted) may
vary among companies and industries, it may not be
comparable to other similarly titled measures used by
other companies.
Income statement
Average production from Afentra’s interests in Blocks 3/05
and 3/05A increased to 6,229 bopd from 3,509 bopd as
a result of the completion of the Azule transaction in May
2024, where Afentra acquired an additional 12% and 16% in
Blocks 3/05 and 3/05A, respectively.
2024 revenue, net of off-take fees, of $180.9 million (2023:
$26.4 million) from four liftings completed during the year at
an average realised price of $82.2/bbl.
Cost of sales during the year totalled $94.1 million (2023:
$12.6 million); a full reconciliation is provided in the notes to
the accounts (Note 4).
The profit from operations for 2024 was $74.5 million
(2023: $2.4 million) as a result of the four liftings in 2024
and increased stake in each block. During the year, net
administrative expenditure increased slightly to $12.3 million
(2023: $11.5 million).
Finance income (interest on deposits) of $0.1 million
(2023: $0.2 million) was received in the year. Finance costs
increased during 2024 to $9.0 million (2023: $3.5 million),
primarily due to additional drawdowns on the RBL and
working capital facilities. Further detail is provided in the
notes to the accounts (Note 7).
62
Afentra plc Annual Report and Financial Statements 2024
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Group Accounts
A significant transformation in 2024 continued
FINANCIAL REVIEW
The profit after tax for the year was $52.4 million (2023: loss
after tax $2.7 million):
$ million
2023 loss after tax
(2.7)
Increase in revenue
154.5
Increase in cost of sales
(81.6)
Increase in G&A and pre-licence costs
(0.8)
Increase in net finance costs
(5.6)
Increase in tax expense
(11.4)
2024 profit after tax
52.4
Group adjusted EBITDAX totalled $90.2 million (2023: $11.1
million):
2024
$ million
2023
$ million
Profit/(loss) after tax
52.4
(2.7)
Net finance costs
8.9
3.3
Depletion and depreciation1
12.9
2.9
Pre-licence costs
1.8
4.8
Share-based payment charge
1.0
1.0
Taxation
13.2
1.8
Total EBITDAX (Adjusted)
90.2
11.1
The basic and diluted earnings per share for the year was
23.3 cents (2023: 1.2 cents loss) and 21.1 cents (2023: 1.2
cents loss) respectively. No dividend is proposed to be paid
for the year ended 31 December 2024 (2023: nil).
Statement of financial position
At the end of 2024, non-current assets totalled $153.5
million (2023: $97.0 million, as restated). The increase
is primarily due the further acquisition from Azule of the
Company’s interests in Block 3/05 and Block 3/05A
($38.3 million) as well as capital expenditure on the two
blocks ($26.1 million), offset by depreciation ($12.9 million).
Further information can be found in Note 11 to the Annual
Financial Statements.
At the end of 2024, current assets stood at $73.1 million
(2023: $43.7 million, as restated) including cash and cash
equivalents of $46.9 million (2023: $14.7 million), restricted
funds of $7.9 million (2023: $4.9 million), trade and other
receivables of $10.6 million (2023: $7.6 million as restated),
and inventories of $7.5 million (2023: $16.6 million as restated).
At the end of 2024, current liabilities were $71.1 million
(2023: $45.9 million as restated) including trade and other
payables of $52.9 million (2023: $34.4 million as restated),
borrowings of $11.3 million (2023: $6.8 million), contingent
consideration of $5.5 million (2023: $4.6 million), and
derivative liabilities of $1.3 million (2023: nil). The increase
in trade and other payables is related to the Company’s
increased share of Joint Venture working capital items
(Block 3/05 and Block 3/05A).
At the end of 2024, non-current liabilities were $56.9 million
(2023: $46.9 million, as restated), comprised primarily of
borrowings of $30.1 million (2023: 25.0 million) and contingent
consideration of $24.4 million (2023: $21.9 million), and deferred
tax of $1.7 million (2023: nil). The increase is primarily due to
additional drawdowns on the RBL and working capital facilities
during the year. Further information can be found in Note 19.
The Group’s net assets increased from $48.0 million at
the end of 2023 to $98.6 million as at 31 December 2024,
primarily reflecting profits earned during the year.
Cash flow
Net cash inflow from operating activities totalled $85.6
million (2023: $12.3 million). The increase is primarily due to
a full year activity on Blocks 3/05 and 3/05A, compounded
by additional equity acquisitions relating to these blocks.
Net cash used in investing activities increased to $53.6
million from $45.9 million in 2023. Additions to property plant
and equipment was offset by lower asset acquisitions and
contingent consideration payments made during the year.
Net cash generated from financing activities totalled
$0.1 million compared to $28.0 million in 2023 due to
repayments of debt principal and interest.
Accounting standards
The Group has reported its 2024 and 2023 full year
accounts in accordance with UK adopted international
accounting standards.
Cautionary statement
This financial report 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 Directors believe
the expectation reflected herein to be reasonable in
light of the information available up to the time of their
approval of this report, the actual outcome may be
materially different owing to factors either beyond the
Group’s control or otherwise within the Group’s control
but, for example, owing to a change of plan or strategy.
Accordingly, no reliance may be placed on the forward-
looking statements.
Anastasia Deulina
Chief Financial Officer
2 May 2025
The Strategic Report was approved by the Board of
Directors and signed on its behalf by:
Paul McDade
Chief Executive Officer
2 May 2025
1 Total depletion on oil and gas assets in 2024 is the depletion charged to profit and loss ($12.4 million) and absorbed in inventory ($0.2 million). Depreciation on
other assets totalled $0.3 million.
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Afentra plc Annual Report and Financial Statements 2024
Corporate Governance
Year ended 31 December 2024
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Afentra plc Annual Report and Financial Statements 2024
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Afentra plc Annual Report and Financial Statements 2024
Board of Directors
Executive team
Non-executive team
Paul McDade
Chief Executive Officer
Paul McDade brings over 35 years
of international experience in the oil
and gas industry, combining deep
technical expertise with proven
leadership capabilities. His career
spans operational, social, and security
challenges in some of the world’s most
complex environments, with nearly
two decades as COO and later CEO of
Tullow Oil. During his tenure, he played
a pivotal role in transforming Tullow
from a small exploration company
into a FTSE 100 business. He drove
significant growth across Africa,
including the development of Ghana’s
Jubilee field and a number of major
M&A transactions.
Paul’s leadership is defined by his
commitment to responsible growth,
strong governance, and sustainable
stakeholder value. He has a deep
understanding of the evolving role of
the oil and gas industry in both global
and African energy transitions. He
holds a Master’s degree in Petroleum
Engineering from Imperial College
London and a Bachelor of Science in
Civil Engineering from the University
of Strathclyde.
Anastasia Deulina
Chief Financial Officer
Anastasia Deulina has more than 25
years’ experience in the energy sector.
She combines financial expertise
with strategic leadership across global
investment banks, private equity, and
corporate roles. Her experience covers
strategy development, deal origination,
M&A, and business transformation,
with a focus on driving sustainable
growth and delivering measurable
financial results.
At Tullow Oil, she led a significant
divestment programme across three
West African jurisdictions and managed
key transactions in Uganda, Equatorial
Guinea and Gabon. Prior to this,
she held senior roles at FlowStream
Commodities and First Reserve
overseeing international energy
investments and securing funding to
support growth across multiple regions.
Anastasia holds a Master of Arts in
Energy & Mineral Resources from the
University of Texas at Austin and a
Bachelor of Science in Economics and
Management in Mining Industry and
Geological Prospecting from Moscow
State Geological Prospecting Academy.
Ian Cloke
Chief Operating Officer
With more than 25 years of
international oil and gas experience,
Ian Cloke has driven operational
excellence and exploration success
across complex global projects. His
career includes leadership roles at
Tullow Oil and ExxonMobil, where he
led large-scale operations in Africa,
South America, Norway, and the
USA, including the redevelopment of
mid-life assets and ultra-deepwater
projects. As EVP at Tullow Oil, Ian
was responsible for exploration and
appraisal operations, improving
mature field production, embedding
financial discipline, and managing
social and environmental sensitivities.
He played a key role in discovering
and delivering commercial oil and
gas resources in Uganda, Kenya,
and Guyana, contributing to over
2.5 billion barrels of oil discoveries.
Ian holds a Master’s degree in
Basin Evolution and Dynamics
from the University of London and
a Bachelor’s degree in Geological
Sciences from Durham University.
.
Jeffrey MacDonald
Independent non-executive Chairman
Jeffrey MacDonald is a seasoned
oil and gas executive with over
three decades of experience in
energy investments, leadership,
and private equity. As a former
Managing Director at First Reserve,
he was responsible for the
origination, structuring, execution,
and oversight of global oil and
gas investments, with a focus on
delivering value through strategic
growth and exit opportunities.
His earlier career included founding
and leading upstream energy
companies, including Caledonia
Oil & Gas Ltd., where he served
as CEO, and Highland Energy Ltd.,
where he was a founding member
and Managing Director. Jeffrey has
also held leadership roles at Kris
Energy, serving as Interim CEO and
Non-Executive Director. Jeff holds
a BSc (Hons) in Civil Engineering
from the University of Glasgow and
graduated in June 1978.
Gavin Wilson
Independent non-executive Director
Gavin Wilson is an experienced
investment professional with a
background in the energy and
financial sectors, specializing in oil and
gas portfolio management, capital
markets, and strategic investments.
He has served as Investment Director
at Meridian Capital Limited, a Hong
Kong-based international investment
firm, for over a decade, where he
manages an oil and gas portfolio
focused on world-class assets in
emerging markets.
Earlier in his career, Gavin founded and
managed two investment funds—
RAB Energy and RAB Octane—
focused on the energy sector. He also
served as the Head of Canaccord’s
Oil & Gas division in London, where
he led sales, corporate broking, and
finance activities. Gavin currently
serves as Independent Non-Executive
Director at PetroTal Energy and as an
Independent Director at TAG Oil Ltd.
Thierry Tanoh
Independent non-executive Director
Thierry Tanoh has over three decades
of leadership experience across the
financial, energy, and public sectors
with a focus on strategic development
and governance in African and other
emerging markets. He previously served
as the CEO of Ecobank Group, a leading
pan-African banking institution with
operations in 33 countries, and held
governmental roles in Côte d’Ivoire,
including Minister of Petroleum, Energy,
and Renewable Energy, as well as Deputy
Chief of Staff in charge of Economic
Affairs at the Office of the President.
Thierry also spent over eighteen years
at the International Finance Corporation
(IFC), where he served as Director for
Sub-Saharan Africa and later as member
of the Senior Management Team as
Vice President for Sub-Saharan Africa,
Latin America and Western Europe.
He currently holds Board positions
at organizations including Mercy
Corps, Groupe Azalaï Hôtels, and the
Caisse Régionale de Refinancement
Hypothécaire de l’UEMOA. Thierry holds
a Bachelor’s degree in Accounting and
Finance from the Ecole Supérieure de
Commerce d’Abidjan, a Certified Public
Accountant qualification from France,
and an MBA from the Havard Business
School in Boston.
CORPORATE GOVERNANCE
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Afentra plc Annual Report and Financial Statements 2024
Afentra plc Annual Report and Financial Statements 2024
Statement of Corporate Governance
Afentra’s business includes a strategic objective of responsibly supporting host-
countries’ efforts to progress the energy transition on the African continent and through
this to deliver positive outcomes for all stakeholders. Our purpose is to support the
African energy transition as an experienced, responsible, well managed independent,
enabling the continued economic and social development of African economies and
bridging the gap to other/renewable forms of energy. We aim to be the trusted partner of
IOCs, NOCs and host governments in Africa in the divestment of legacy assets.
Our approach is to manage assets responsibly, achieving the
full asset potential whilst also reducing carbon emissions.
We aim to achieve this using the robust ESG principles
embedded in the core fabric of our business model and
operating structure.
The Board has been appointed to lead the Company to
achieve our purpose and to work with the management team
to set out our culture and ensure we succeed in our mission
and this is achieved through the oversight and decision
making processes of the Board and Board Committees,
each of which is conscious of the Company’s governance
arrangements, how they are applied and the outcomes they
are intended to achieve.
The Chairman has oversight of the Company’s corporate
governance and works with the Board and the Company’s
management team to ensure that the Company’s corporate
governance structure is appropriate for its business through
its current and expected future stages of development, for
its shareholders, and that it is demonstrably consistent with
the best practice principles of the code of governance that
the Company follows.
The Company follows the principles of best practice set
out in the Quoted Companies Alliance Governance Code
(the QCA Code) and how it does so is explained in this
statement, on the Company’s website and within this
annual report. The appropriate Corporate Governance
Code will remain under review as the Company grows
and evolves. Following the appointment of the new Board
and Executive team in 2021, the Company has continued
to review and develop its corporate governance and it is
satisfied with the structure in place, whilst it continues to
review the application of its governance structure and its
fitness for purpose. Our governance structure will continue
to evolve as the Company develops and grows and we will
ensure stakeholders remain informed through regulatory
announcements, updates on our website and in future
annual reports, and that our employees are aware of and
apply our governance principles.
In 2024 the Company completed a process to appoint a
new Nominated Advisor and as part of this process the
Board and the Company’s management team reviewed
and reaffirmed the Company’s governance structure, each
Director’s understanding of the governance structure
and the application of the governance structure in the
Company’s activities and strategy.
Corporate culture
Afentra is building its business on a strong ESG foundation,
and the core elements of those principles are embedded in
our strategy and business model. Our vision is to establish
the Company as a leading pan-African oil and gas company
with an unwavering commitment to operational excellence,
environmental stewardship, transparent governance, positive
socio-economic impact, and strong sustainable shareholder
returns. Oil and gas remain important in the energy mix
and as IOCs change their business models with a view
to developing a lower-carbon footprint, these underlying
hydrocarbon assets must continue producing to meet local
and global demand, enable an effective energy transition
and allow the host countries to benefit from the revenues
they generate. Afentra seeks to be a credible acquirer of
these assets, enabling IOCs and host governments to
have confidence that such assets will be managed in a
responsible way, with strong environmental stewardship,
value creation and transparent governance ensuring we hold
ourselves to account as a best-in-class Operator and Joint
Venture partner.
To implement our acquisition and growth strategy we have a
thorough due diligence process to scrutinise opportunities
for their suitability. Initial high-level screening covers
subsurface, operational, commercial and risk management
before progressing to more detailed assessment of a
potential target asset against our acquisition criteria. The
Board is focused on reducing and managing identified
risks rather than eliminating all risk. Any acquisition
of hydrocarbon assets inherently includes technical,
subsurface, operational, above ground and commercial risks
and the Board has regard to such risks within its acquisition
parameters. The Board seeks to eliminate (or minimise, if not
possible to eliminate) HSSE risks and reputational risk and
in its operations the Company maintains focus on the legal
compliance (and active monitoring of such compliance) of
its corporate activities, and the activities of its employees
and management, its counterparties, its contractors and
subcontractors and the various stakeholders involved in
its operations. The Company conducts due diligence on all
potential new business partners.
Given its size and operational activities, the Company
has clearly identified the various stakeholders involved
in and critical to its business, including its employees,
its commercial counterparties, the various regulatory
authorities relevant to its upstream operations and in view
of its increased onshore presence in Angola, commencing
in 2024, the local communities. The Company’s employees
are routinely consulted on the activities of the Company,
including its internal processes and procedures, and the
employees have access to a confidential and independent
whistleblowing service. The Company held a strategy day
in 2024 attended by the Company’s employees and its
Executive Directors through which the employees were
able to give their views on the Company’s structure and
organisation and its business strategy. The Board routinely
engages on stakeholder engagement matters and feedback
and acts on issues identified.
Shareholder engagement
The Company and its Executive Directors make regular
presentations to shareholders and investors, through which
the Company provides deeper insight into its business
activities, the performance of its operational asset base,
financial performance, and strategic objectives. The
Company engages directly with shareholders through a
range of online forums, direct communications and through
its website.
The Chairman and the Board are the first points of contact
for shareholders on governance matters, they are available to
shareholders and they are conscious of their responsibility to
them on governance matters.
Details on the Company’s stakeholder engagement are
described in the Our Stakeholders pages 58 – 59.
Board composition
The composition of the Board did not change during
2024 following the appointment to the Board in 2023 of
Thierry Tanoh as an Independent Non-Executive Director.
Accordingly, in 2024 the Board was and is now comprised of
Jeffrey MacDonald serving as Independent Non-Executive
Director and Chairman, Paul McDade Executive-director
and CEO, Ian Cloke Executive director and COO, Anastasia
Deulina Executive director and CFO, Gavin Wilson as an
Independent Non-Executive Director and Thierry Tanoh
as an Independent Non-Executive Director. The Directors
acknowledge that shareholder expectation is that at least
half of the Directors of the Board will be independent NEDs.
Composition of the various Board Committees is detailed on
pages 72 – 87.
CORPORATE GOVERNANCE
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Afentra plc Annual Report and Financial Statements 2024
CORPORATE GOVERNANCE
Statement of Corporate Governance continued
Functioning of the Board
The Board is responsible to the shareholders for the proper
management of the Company. A Statement of Directors’
Responsibilities in respect of the Company’s financial
statements is set out on page 91.
Each Director takes their continuing professional
development seriously and undertakes training from relevant
professional and industry bodies in the form of attending
seminars, conferences and continual updates of knowledge
and industry practice. Each Director and the employees
of the Company are required to undertake Anti-Bribery
and Corruption training on an annual basis, and in 2024
the Company continued its cyber security training for
employees and Directors who also receive regular updates
on new and evolving areas of governance and compliance.
The Directors have access to the Company’s other advisors
as required including legal advisors and auditors and have the
authority to obtain external advice as deemed necessary.
The Remuneration Committee has sought advice from
FIT Remuneration Consultants LLP (FIT Remuneration)
regarding the Company’s remuneration policy and further
details regarding this can be found in the Remuneration
Committee’s report on pages 77 – 87. Jeffrey MacDonald
the Independent Non-Executive Director and Chairman is
available to all shareholders and staff if they have concerns
which, through the normal channels of contact, have not
been resolved or for which such contact is inappropriate.
The Company has not historically detailed the roles of
Chairman, Non-Executive Director and Company Secretary
however this will be reviewed going forward. The CEO, CFO
and COO have contractual obligations to the Company.
The Board Committees have each requested a review of
their Terms of Reference which will take place in 2025.
Risk management and internal controls
The Board is responsible for the Company risk assessment
and risk management framework which is driven by the
oversight and direction of the Audit Committee. The
Company’s COO and CFO lead the activities with their
teams for identification and evaluation of risk, and the
assessment of the likelihood and impact of the identified
risks. These findings and conclusions on risk are reviewed
and discussed with the CEO before then being reviewed by
the Audit Committee, annually for purposes of reporting
and periodically throughout the year from an operational
perspective, with updates to the Company’s risk matrix and
approach to risk management in its operations made as
appropriate. Further information on the Company approach
to risk management and details of the principal risks and
mitigations identified by the Company is contained in the
Business Risk on pages 54 – 57.
Conflicts of interest
Whilst conflicts should be avoided, the Board
acknowledges that instances may arise where this is
not always possible. In such circumstances, Directors
are required to comply with the Company’s Conflicts
of Interest Policy and applicable conflicts provisions of
the Articles of Association and in law, and to notify the
Chairman as soon as they are aware that a conflict may
arise or has arisen and the details of such conflict are
recorded by the Company and addressed and managed in
line with the relevant policy and the Articles of Association.
If a Director notifies the Board of an actual or potential
conflict of interest they may be, if requested by the
Chairman, excluded from any related discussion and/or
receipt of information and will always be excluded from any
relevant formal decision.
Retirement and re-election
The Company’s Articles of Association require that each
Director (other than any Director appointed since the date
of the notice of Annual General Meeting for that year), retire
and stand for re-election at each Annual General Meeting.
All new Directors appointed since the previous Annual
General Meeting are required to stand for election at the
following Annual General Meeting.
Meetings and time commitment of the Board
The Board and each of the Board Committees are provided with timely and accurate information sufficiently ahead of each
scheduled Board and Committee meeting to enable Board and Committee members to have sufficient time to review and
analyse the information provided. The Board meets at least four times a year and as and when necessary and in addition holds
ad hoc discussions between the Directors. The Audit Committee meets at least twice a year, the Remuneration Committee and
the Nominations Committee meet as required and not less than once a year. The Chief Executive Officer, Chief Operating Officer
and Chief Financial Officer are Directors and hold full-time Executive positions. Non-Executive Directors are expected to (and
do) commit sufficient time to ensure they are fully aware of the Company’s affairs and it is expected that this time commitment
will vary over the course of their terms, with intensive periods requiring significant director focus including with respect to their
specific responsibilities on Board Committees and as Committee Chairmen.
The following table summarises the number of Board and Board Committee meetings held during the year ended 31 December
2024 and the attendance record of the individual Directors:
Board
Meetings
Audit
Committee
Remuneration
Committee
Nominations
Committee
Total number of meetings in year
4
3
2
1
Paul McDade
4
3
2
1
Ian Cloke
4
2
-
-
Anastasia Deulina
4
3
-
-
Jeffrey MacDonald
4
3
1
1
Thierry Tanoh
4
3
2
-
Gavin Wilson
4
3
2
1
No formal Board performance evaluation took place in 2024, this will be reviewed during 2025.
Jeffrey MacDonald
Independent non-executive Chairman
2 May 2025
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Afentra plc Annual Report and Financial Statements 2024
Afentra plc Annual Report and Financial Statements 2024
Overview
As the Chair of the Audit Committee, I am pleased to present
the report of the Committee for the year ending 31 December
2024. This report describes how the Committee has performed
its responsibilities during the year and provides an overview of
the Committee’s principal duties, role and objectives.
The Committee supports the Board in its responsibilities
regarding Group financial reporting (both annual and
interim financial statements), evaluation of the need for
internal audit, delivery and oversight of the annual external
audit, appointment of the external auditor, and internal
financial control. The Audit Committee is also responsible
for advising the Board on the Group’s approach to risks,
including identification, management tolerance and
strategy, in order to inform the Board and to include risk
assessment in Board decisions.
Members and meetings
In line with the QCA Code Audit Committee members are
independent Non-Executive Directors. 2024 was my first
full year as Chairman of the Audit Committee following my
appointment on June 13, 2023. I bring to the Committee
relevant and recent financial experience, including 18 years
at the International Finance Corporation (IFC) where I served
as a Vice-President within the Senior Executive Team
and member of the IFC’s credit committee and from my
time as former CEO of EcoBank Group. In my role as Audit
Committee Chairman I apply my experience from my time
with these financial institutions to significantly strengthen
the Company’s finance and audit functions. Gavin Wilson
brings to the Audit Committee decades of experience with a
background in the energy and financial sectors, specialising
in oil and gas portfolio management and capital markets.
The Audit Committee met 3 times in 2024 each attended
by both Committee members.
Audit Committee meetings are ordinarily attended by the
Chief Executive Officer, the Chief Financial Officer, the
Group Financial Controller and the General Counsel. Other
senior managers are invited to attend Committee meetings
where specific business matters require their input and
expertise. In addition to formal Committee meetings the
Audit Committee Chairman regularly meets with the Chief
Financial Officer and Group Financial Controller and engages
directly with the external auditor on a range of issues raised
by the auditor throughout the external audit process. During
the year the Committee also held calls between meetings to
consider specific issues and to prepare for formal meetings.
Meetings are planned to support the Group’s financial
reporting calendar and external audit requirements.
Summary of responsibilities
The Committee’s work covers the following main areas:
financial reporting, external audit and internal financial
control, risk management and consideration of internal audit
requirements. Across these main areas the Committee has
focused on the following:
CORPORATE GOVERNANCE
Audit Committee Report
• monitoring the integrity of the Group’s financial
statements, including review of the financial statements
of the Company including its annual and half-yearly
reports and any formal announcements relating to its
financial performance;
• reviewing the effectiveness of the Group’s financial
reporting, internal control policies and procedures for
the identification, assessment, mitigation measures and
reporting of risk;
• monitoring the effectiveness of the internal control
environment;
• making recommendations to the Board on the
appointment of the external Auditor and their fees;
• agreeing the scope of the Auditor’s annual audit
programme and reviewing the output;
• ensuring the independence of the Auditor is
maintained; and
• assessing the effectiveness of the audit process.
Internal control and audit
In 2024, at the request of the Audit Committee, a consultant
led review of Group’s staffing and organisational structure
and its capabilities in financial, risk and audit functions was
carried out and its findings considered by the Committee.
The Committee determined that the current internal control
procedures of the Company are appropriate for its size and
its operations and that the Group does not currently require
an internal audit function, but that the Group finance function
of the Company should be strengthened. Consequently,
new experienced hires joined the Group’s finance team
for the roles of Group Finance Manager and Joint Venture
Controller. In 2025 the Committee will continue to review the
requirement for an internal audit function.
Risk management
The Committee is responsible for ensuring that effective
controls are in place to assess and manage risk. The
Committee undertook an assessment of the principal
existing and emerging risks facing the Group, including those
impacting its business operations, future performance and
its solvency, and a statement of those risks and identified
mitigations is set out in pages 54 – 57 of the Report.
Whistleblowing procedure
The Company operates an independent whistleblowing
procedure which allows staff to raise any concerns
concerning business practices externally and independently.
This is in addition to the internal policy where staff are
encouraged to report concerns around business practices to
line and senior management.
External auditor
The Company’s Auditor BDO LLP was re-appointed at the
2024 AGM for a three-year mandate following a competitive
tender process for the Group’s External Audit Services
conducted in 2023. The BDO audit team has been led by a
new partner, Gordon Whiley, who recently joined BDO after
nearly 25 years with Deloitte. Mr. Whiley has over 20 years’
experience of providing audit and transaction support to
multinational public and private companies and brings to
the Company a deep experience with several of the world’s
largest oil & gas, mining and commodity trading companies
including a deep understanding of the African continent.
Further disclosure relating to the Auditor is set out within the
Directors’ Report.
Details of fees payable to the Auditor are set out in Note 5.
Members
This Committee currently comprises:
• Thierry Tanoh (Chairman)
• Gavin Wilson
Thierry Tanoh
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Corporate Governance
Group Accounts
CORPORATE GOVERNANCE
Audit Committee Report continued
Significant issues and financial judgements
An essential part of the integrity of the financial statements lies around the interpretation of internationally recognised accounting
standards (IFRS, UK GAAP) key assumptions, and estimates or judgments to be made. The Committee reviews key financial
judgments prior to publication of the financial statements, as well as considering significant issues throughout the year.
The significant issues and primary areas of financial judgement considered by the Committee in relation to the 2024 financial
statements and accounts are detailed below.
Business combinations
and asset acquisitions
Review of the Azule acquisition under IFRS3, determining that the transactions are to be
accounted for as an asset acquisition as opposed to a business combination.
Prefunded asset and
decommissioning liabilities
Restatement of the Decommissioning Liability under IAS37 following further pertinent
information received during the second half of the year.
Contingent consideration
Review of inputs and assumptions underpinning the booking of contingent consideration
liabilities.
Share-based payments
Determination of the accounting treatment for cash paid to settle income tax and national
insurance contributions (staff) on share grants awarded in March.
Financial derivatives
The adoption of fair value accounting for oil price commodity contracts.
Going concern
Review of inputs and assumptions underpinning the analysis of the going concern model.
Impairment of E&E assets
Review and judgement on IFRS 6 impairment indicators.
The Committee reviewed and was satisfied that the financial judgments made by management contained within the Report and
Financial Statements are reasonable.
Thierry Tanoh
Chairman of the Audit Committee
2 May 2025
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Annual Statement
I am pleased to present on behalf of the Remuneration
Committee, the Directors’ Remuneration Committee Report
for the year ended 31 December 2024. This report outlines
the major decisions on Directors’ remuneration during
the year, our views on future remuneration and explains
the context in which these decisions have been taken.
Consistent with best practice, this report is divided into three
sections as follows:
• This Annual Statement, which sets out details of the
Remuneration Committee, its responsibilities and how it
has operated during the year;
• The Directors’ Remuneration Policy, which
summarises the Remuneration Policy which was
originally introduced by the Committee following the
appointment of the new Board in 2021 and which
continues to evolve as the Company grows; and
• The Annual Report on Remuneration, which details
how the Committee operated the Policy for 2024 and
how it intends to operate the Policy going forwards.
Consistent with best practice and noting Principle 9 of the
new QCA Code, the Directors’ Remuneration Report (i.e.
the Annual Statement, the Directors’ Remuneration Policy
and Annual Report on Remuneration) will be taken to the
Company’s next Annual General Meeting in 2025 and will be
the subject of an advisory vote.
Details of the Remuneration Committee and
its operation
The Committee currently comprises Gavin Wilson
(Chairman), Jeffrey MacDonald and Thierry Tanoh. The
Remuneration Committee makes recommendations to
the Board, within its agreed terms of reference, on the
structure and quantum of the remuneration packages
for Executive Directors and reviews the remuneration for
senior management. The Committee consists entirely
of Non-Executive Directors and, where appropriate, will
invite other individuals such as the Chief Executive Officer
and external advisors to attend meetings to provide
suitable context for its discussions. Only members of
the Committee participate in discussions and reach
conclusions on matters for which the Committee is
responsible. No member or attendee is authorised to
participate in matters relating to their own remuneration.
Committee composition will remain under review. The
Company Secretary acts as secretary to the Committee.
Summary of responsibilities:
• recommending to the Board a remuneration
policy for the remuneration of the Chairman, Non-
Executive Directors, Executive Directors and other
senior management;
• within the agreed policy, determining individual
remuneration packages for the Executive Directors;
• agreeing the policy on terms and conditions to be
included in service agreements for the Chairman,
Executive Directors, and other senior management,
including termination payments and compensation
commitments, where applicable; and
• the approval of any employee incentive schemes
(including incentive schemes for Executive Directors)
and the performance conditions to be used for such
schemes including share performance targets.
Nominations Committee Report
Nominations Committee
CORPORATE GOVERNANCE
Roles and responsibilities
The Nominations Committee focuses on ensuring that
the composition of the Board and Board Committees of
the Company and its balance is optimal in order to help
the Company achieve its vision and deliver its strategy to
its stakeholders. Committee membership includes both
the company’s Chairman and its Chief Executive Officer,
ensuring that it is closely in touch with Board level and day
to day operational aspects of its remit. The Nominations
Committee considers governance best practice taking
account of the stage of development of the Company and
in the scope of the Committee’s work and on meeting these
governance requirements it draws on external support
and advisors as required. The Company Secretary acts as
secretary to the Committee.
Key responsibilities of the Committee include:
• Reviewing the structure, size and composition of
the Board taking into account the skills, knowledge,
experience and diversity of the various Board members
and making recommendations to the Board regarding
potential changes;
• Considering succession planning for Directors and
senior management and identifying and nominating
for approval of the Board any candidates to fill Board
vacancies as and when they arise;
• Reviewing the leadership needs of the Group, both
Executive and Non-Executive, with a view to ensuring
that the Company can continue to deliver its strategy
to stakeholders;
• Reviewing the time commitment required from Non-
Executive Directors;
• Appointing any external advisors to facilitate the search
for Board candidates, governance best practice and
approving the use of open advertising; and
• Facilitating Board evaluation.
Report on activities
Following the appointment of Thierry Tanoh as a Non-
Executive Director and Chair of the Audit Committee on
13 June 2023 the Nominations Committee further reviewed
the Board’s expertise and concluded that it is satisfied that
the composition of the Board and the Board’s Committees
and their leadership is appropriate for the Company at this
stage of its development. The Committee continues to
focus on ensuring that the composition and balance of the
Board continues to be optimal to help the Company to
deliver its strategy.
The Nominations Committee considered the requirements
for Board member evaluation and training and this will be
further reviewed by the Committee in the coming year.
The Nominations Committee conducted a review
of the succession plan for the Company in order to
ensure business continuity in the event of unforeseen
changes such as the loss of a Director or member of the
senior management team. A new succession plan was
presented to the Nominations Committee addressing
Non-Executive Director, Executive Director, senior
management and key staff, short to mid-term and long
term succession options and strategy (both internal
and external succession candidates), and identification
of the external support required to deliver on the plan.
The Company’s new succession plan addresses risk
and risk mitigation for each position considered, and it
was adopted by the Committee and subsequently by
the Board and is effective and capable of immediate
reference and application. The Committee will keep the
Company’s Board and senior management succession
plan under review in the coming year.
Jeffrey MacDonald
Chairman of the Nominations Committee
2 May 2025
Members
This Committee currently comprises:
• Jeffrey MacDonald (Chairman)
• Gavin Wilson
• Paul McDade
Members
This Committee currently comprises:
• Gavin Wilson (Chairman)
• Jeffrey MacDonald
• Thierry Tanoh
Remuneration Committee Report
Jeffrey MacDonald
Gavin Wilson
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Afentra plc Annual Report and Financial Statements 2024
Remuneration Committee Report continued
Advisors to the Committee
FIT Remuneration Consultants LLP (FIT Remuneration) continued to provide independent advice to the Committee during the
year. FIT is a member and signatory of the Remuneration Consultants Group and voluntarily operates under the Code of Conduct in
relation to Executive remuneration consulting in the UK, details of which can be found at www.remunerationconsultantsgroup.com
The Company’s legal adviser Pinsent Masons LLP continued to advise the Committee on the Employee Benefit Trust relating to
the Company’s Long Term Incentive Plan and the Founders Share Plan (FSP).
Directors’ remuneration policy
The Remuneration Policy is designed to align with the Company’s strategy, purpose and vision and recognises the experience of
the leadership team which continues to lead the transformation of the Company and facilitate new opportunities for shareholders
and other stakeholders. The current Remuneration Policy is set out below.
Base salary
Purpose and link to strategy
To recruit and reward
Executives of the quality
required and with appropriate
skills to manage and develop
the Company and deliver the
strategy.
Detail of operation
• Base salary is normally reviewed annually taking into account the Executive Directors’
performance, individual responsibilities and experience.
• The Committee may use market data where appropriate and will also consider matters of
retention, motivation and economic climate as well as the challenges facing the business.
• The Committee will also consider pay increases awarded to the Company’s employees
when determining increases for the Executive Directors.
• There is no maximum Base Salary.
Benefits
Purpose and link to strategy
To provide appropriate levels
of benefits to Executives
of the quality required and
appropriate skills to manage
and develop the Company
successfully.
Detail of operation
• Benefits may include life assurance, travel insurance, income protection, subsidised
gym membership and private medical insurance (or associated cash plan which is
subject to an annual limit). Where appropriate some of these benefits are linked to base
salary. Given the international nature of the business, relocation and expatriate benefits
and reimbursed business expenses (including any tax liability) incurred when travelling
overseas in performance of duties may be provided.
• Where future staff are employed in international jurisdictions benefit packages will be
amended to fit local circumstances and market conditions.
• The maximum potential value is the cost of the provision of these benefits.
Pension
Purpose and link to strategy
To provide appropriate
levels of pension provision
to executives of the quality
required and appropriate skills
to manage and develop the
Company successfully.
Detail of operation
• 10% of salary (delivered as a pension and/or a cash allowance).
CORPORATE GOVERNANCE
Annual bonus
Purpose and link to strategy
To incentivise and reward the
delivery of the Company’s
short-term strategic
objectives.
Detail of operation
• Maximum opportunity is up to 100% of salary p.a.
• Annual targets are normally set at the start of the relevant financial year (or shortly
after a new Executive joins the Board) based on financial, operational, strategic and/or
personal performance.
Long-term incentives
Purpose and link to strategy
To retain, incentivise and
reward the delivery of
the Company’s strategic
objectives, and to provide
further alignment with
shareholders
Detail of operation
The Company operates the Founder Share Plan (FSP) whereby:
• participation is limited to the founders (being those Executive Directors who have
invested their own funds in the Company’s shares);
• participants will share in the growth delivered by the Company above a threshold that the
Directors believe represents a challenging hurdle;
• malus and claw back provisions will apply.
Further details of the FSP are set out below.
• In addition, a market standard Long-Term Incentive Plan (LTIP) was introduced to provide a
long term incentive after the completion of the FSP. LTIP awards may be granted annually
with vesting subject to continued service and the achievement of stretching performance
targets (whether share price based, financial, operational or strategic).
• The maximum annual LTIP opportunity is 200% of annual salary.
• In addition, an aggregate dilution limit operates whereby the Company may issue no more
than 15% of its share capital within a ten-year period to satisfy awards to all participants
in the FSP, LTIP and any other employee share plan.
Shareholding guideline
Purpose and link to strategy
To align Executive and
shareholder interests.
Detail of operation
• The Committee recognises the importance of Executive Directors aligning their interests
with shareholders through building up significant shareholdings in the Group. Executive
Directors are expected to buy, and/or retain all shares acquired on the vesting of share
awards (net of tax) until they reach a 100% of salary ownership guideline.
Non-executive Director fees
Purpose and link to strategy
To attract and retain a high-
calibre Chairman and non-
executive Directors by offering
appropriate fees.
Detail of operation
• The Chairman and Non-Executive Directors will receive an annual fee, normally reviewed
annually taking into account the Directors’ role and responsibilities, time commitment
and comparator data where relevant.
• Each Non-Executive Director is entitled to be reimbursed for travel and business-
associated expenses (including any tax liability) incurred in the normal course of business.
• Non-Executive Directors are not eligible to participate in the Company’s pension
arrangements or annual bonus plan. As detailed in the 2023 Annual Report on
Remuneration, a one-off grant of market value options was awarded to the Chairman and
Non-Executive Directors in July 2024.
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The Founder Share Plan (FSP)
The Company’s Founders’ Share Plan was designed to incentivise founders Paul McDade, Ian Cloke and Anastasia Deulina to
deliver exceptional returns for shareholders over a five-year period. Under the FSP, participants are eligible to receive 15% of the
growth in returns of the Company from 16 March 2021 (being the date on which Paul McDade and Ian Cloke were appointed to
the Board), should a hurdle of doubling of the Total Shareholder Return (TSR) be met. Should further capital raises occur during
the FSP performance period, additional tranches under the FSP would be created with their own threshold values, calculated with
reference to the growth rates required for the initial award, as well as the time remaining to each of the measurement dates.
Not more than 10% of the Company’s issued ordinary share capital may be issued under the FSP and no more than 15% of the
Company’s issued share capital may be issued in aggregate under the FSP, LTIP and any other share plan of the Company.
Measurement of value delivered is determined by stretching performance conditions as set out in the table below. A share price
of £0.15 (being the share price at which new investors acquired their interest in the Company) is used to measure the level of
return at each measurement date. Testing of the level of return achieved is made at three measurement dates on the third, fourth
and fifth anniversaries of 16 March 2021. At each measurement date the value of the award is driven by the return generated
above the initial price of £0.15, being the threshold value.
Measurement date
Threshold Total Shareholder Return
Measurement Total Shareholder Return
First
Measurement Date
16 March 2024
25.99% compound annual growth from the initial
price of £0.15 as at the First Measurement Date.
Average of the market value for the Company’s
shares for the 30-day period ending on the
First Measurement Date plus the dividends
paid per share from 16 March 2021 to the First
Measurement Date.
Second
Measurement Date
16 March 2025
The higher of:
• 18.92% compound annual growth from
the initial price of £0.15 as at the Second
Measurement Date; and
• the highest previous measurement total
shareholder return which resulted in
Conversion.
Average of the market value for the Company’s
shares for the 30-day period ending on the
Second Measurement Date plus the dividends
paid per share from 16 March 2021 to the
Second Measurement Date.
Third
Measurement Date
16 March 2026
The higher of:
• 14.87% compound annual growth from
the initial price of £0.15 as at the Third
Measurement Date; and
• the highest previous measurement total
shareholder return which resulted in
Conversion.
Average of the market value for the Company’s
shares for the 30-day period ending on the
Third Measurement Date plus the dividends
paid per share from 16 March 2021 to the Third
Measurement Date.
CORPORATE GOVERNANCE
Remuneration Committee Report continued
If at the Measurement Dates in years three (16 March 2024) and/or four (16 March 2025) the threshold value has been reached,
then nil cost options will be awarded of which half will vest and can be exercised immediately with the remaining half awarded on
such Measurement Dates deferred until the third (and final) Measurement Date in year five on 16 March 2026. All nil cost options
awarded in respect of the third (and final) Measurement Date vest immediately. Awards of all nil cost options will be made after
approval by the Remuneration Committee taking into account the overall performance of the Company during the relevant
performance period.
FSP Awards
The following awards were made under the FSP, which were conditional upon the completion of a material acquisition (which
occurred in 2023). These are expressed in each case as a percentage of the nil cost options to be awarded to the Executive team
in aggregate in the event that the threshold conditions for the award of nil cost options is met:
Founder
% Entitlement of
Total Allocation
Paul McDade
41.5%
Ian Cloke
31.0%
Anastasia Deulina
27.5%
Service contracts and termination of employment
No Director currently has a notice period greater than 12 months and the service contracts of each Executive Director contain
no provision for pre-determined compensation on termination which exceeds 12 months’ salary and benefits. If an Executive
Director’s appointment is terminated within three months of a change of control of the Company, the relevant Executive Director
will be entitled to an amount equivalent to the gross value of (i) one year’s salary and other contractual benefits (save in respect
of holiday entitlement) and (ii) sixty-five per cent. (65%) of the annual bonus (if any) paid or to be paid to that Director in respect
of the financial year immediately preceding the financial year in which notice of termination was given to such Director, less any
sums paid to such Director by way of notice or payment in lieu of notice.
Termination payments made to Directors on loss of office that are not provided for within their service contracts are only
made if the Remuneration Committee considers them appropriate, has recommended them to the Board and the Board has
given its approval.
A bonus payment will not normally be made to a Director under notice, although there may be circumstances where one or more
clear, specific and determinable KPIs have been achieved which justify a limited bonus payment.
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Annual Report on Remuneration
Remuneration of Directors for the year ended 31 December 2024
The table below reports single figure remuneration of the Directors received in 2024 and the prior year (2023).
2024 Remuneration
Fees and
basic salary
Bonus1
Defined
contribution
pension2
Benefits
in kind
Single figure
remuneration
Total 2024
£
£
£
£
£
Executive Directors:
Paul McDade
382,200
267,540
38,220
10,958
698,918
Ian Cloke
311,220
217,854
31,122
8,754
568,950
Anastasia Deulina
311,220
217,854
31,122
6,835
567,031
Non-executive Directors:
Jeffrey MacDonald3
103,980
-
-
-
103,980
Gavin Wilson3
64,498
-
-
-
64,498
Thierry Tanoh3,4
55,827
-
-
13,088
68,915
Aggregate remuneration 2024 (£)
1,228,945
703,248
100,464
39,635
2,072,292
Aggregate remuneration 2024 (US$)
1,571,083
899,032
128,433
50,669
2,649,217
2023 Remuneration
Fees and
basic salary
Bonus5
Defined
contribution
pension2
Benefits
in kind
Single figure
remuneration
Total 2023
£
£
£
£
£
Executive Directors:
Paul McDade
367,500
367,500
36,750
10,196
781,946
Ian Cloke
299,250
299,250
29,925
8,121
636,546
Anastasia Deulina
299,250
299,250
29,925
8,341
636,766
Non-executive Directors:
Jeffrey MacDonald
96,000
-
-
-
96,000
Gavin Wilson
45,000
-
-
-
45,000
Thierry Tanoh
29,077
-
-
-
29,077
Aggregate remuneration 2023 (£)
1,136,077
966,000
96,600
26,658
2,225,335
Aggregate remuneration 2023 (US$)
1,449,367
1,201,129
120,113
33,147
2,803,756
1 Performance in respect of 2024, with payment made in 2025
2 Defined pension contributions paid as cash.
3 Fees and basic salary include 2023 and 2024 reimbursed expenses grossed up for tax.
4 Benefits in kind relate to expenses paid directly by the Company in respect of 2023 and 2024 expenses.
5 Performance in respect of 2023, with payment made in 2024
CORPORATE GOVERNANCE
Remuneration Committee Report continued
Annual bonus awards for 2024
The annual bonus KPIs for 2024 were based on a combination of the continued delivery of the Company’s “buy and build”
acquisition strategy, Asset and ESG performance on Block 3/05 and 3/05A and the effective management of the 2024
corporate budget. Details of the targets, weightings, performance assessment and bonus awards are set out below:
Target
Committee assessment
Weighting
Award
Progress on Buy
Build Strategy
The Company made significant progress on the buy and build strategy in
2024 completing the Azule acquisition in May for further equity in Blocks
3/05 and 3/05A and concluding the award to the Company of equity
in Angolan onshore Blocks KON15 and KON19 following Government
approval. The Azule acquisition (taken together with prior acquisitions
in Blocks 3/05 and 3/05A from INA and Sonangol which completed
in 2023) is aligned with Afentra’s strategy of delivering value accretive
acquisitions that provide access to production assets that deliver
material cashflow and have significant development upside. The direct
award of equity interests in onshore exploration licences in 2024 is
consistent with the growth and build strategy of the Company.
45%
22%
Asset and ESG
Performance
The Company’s participation as a non-operating partner has positively
impacted the performance of the Block 3/05 and 3/05A assets with the
main outcome being production delivery of 21,111 bopd at the top end of
the target range for FY 2024, a reserve addition of 15.4 mmbo over 18
months and increased focus on upside project /opportunity identification.
On costs the focus has continued on developing a detailed understanding
of the cost drivers and working with the Operator to safely reduce costs
over time, including commissioning an operating cost benchmarking study
through a global management consulting firm McKinsey & Company and
working with the Operator on study findings. On ESG performance our
efforts have been on increasing the focus on emissions, and implementing
a plan to reduce, with tangible actions underway.
45%
40%
G&A Budget
The underlying 2024 G&A costs were delivered within 10% % of the
budget agreed with the Board.
10%
8%
Total
100%
70%
Given this overall performance of the team versus the KPI targets that were set and the progress the Company made in 2024, the
Executive Directors will receive an annual bonus of 70% of salary.
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FSP share options granted in 2023 which vested in 2025 (2nd Measurement Date)
The table below sets out the nil cost share options which vested at the 2nd Measurement Date of the FSP on 16th March 2025.
Founder Share
Plan
Nil cost
options
granted
Nil cost
options
available to
vest
Ordinary
shares
received net
of tax
Percentage of
issued share
capital
Gross number
of unvested nil
cost options
(awarded 2nd
Measurement
Date)
Gross number
of unvested nil
cost options
Total (vesting
16 March
2026)
Paul McDade
597,786
298,893
158,413
0.070%
298,893
4,546,451
Ian Cloke
446,539
223,269
118,333
0.052%
223,270
3,396,145
Anastasia Deulina
396,123
198,061
104,973
0.046%
198,062
3,012,709
LTIPs granted in 2024
Following consultation with major shareholders and the approval of the updated Remuneration policy at the 2024 AGM, the
Company amended its annual LTIP policy to address LTIP awards to the Executive Directors. The first awards to the Executive
Directors under the amended LTIP policy were made on 12 July 2024 which will vest in 2027 following the final FSP awards in
2026. Details of the awards granted are as follows:
2024 Executive Director LTIP Awards
Name of Participant
Grant Value
(% of salary)
Number of Shares
under Award1
Award
Structure
Paul McDade
200% Base Salary
1,453,287
Option with nil Option Price
Anastasia Deulina
150% Base Salary
887,543
Conditional Award (US)
Ian Cloke
150% Base Salary
887,543
Option with nil Option Price
1 Based on £0.52598 (being the average share price in the three month period immediately preceding the Grant Date).
Vesting Period:
Awards will vest three years from 12 July 2024 Grant Date subject to performance and continued
employment.
Performance Targets:
0% of awards will vest for absolute TSR of 10% p.a. increasing pro-rata to 100% of awards vesting for
absolute TSR of 35% p.a. as measured over the three-years from grant
Reference Price:
The number of Shares over which the Awards were granted was determined as the result of the
percentage of Base Salary (expressed in GBP) on the Grant Date divided by £0.52598 (being the
average of the closing middle-market quotations for Shares (as derived from AIM) for the dealing days
in the three month period immediately preceding the Grant Date).
CORPORATE GOVERNANCE
Remuneration Committee Report continued
2025 Executive Director LTIP Awards
Name of Participant
Grant Value
(% of salary)
Number of Shares
under Award1
Award
Structure
Paul McDade
200% Base Salary
2,075,256
Option with nil Option Price
Anastasia Deulina
150% Base Salary
1,140,652
Conditional Award (US)
Ian Cloke
150% Base Salary
1,140,652
Option with nil Option Price
1 Based on £0.423591 (being the average share price in the thirty days period immediately preceding the Grant Date).
Vesting Period:
Awards will vest three years from 16 March 2025 Grant Date grant subject to performance and
continued employment.
Performance Targets:
60% on an Absolute Award basis and 40% on a Relative Award basis.
Absolute Award measured as follows:
Provided the trigger of TSR of 10% per annum increase over the three year vesting period is met
(based on TSR increase measured from the share price of £0.423591 (being the average of the closing
middle-market quotations for Shares (as derived from AIM) for the dealing days in the thirty days
immediately preceding the Grant Date of 16 March 2025), then number of Company shares subject
to the Absolute Award that will vest will be 0% of the award will vest for absolute TSR of 10% p.a.
increasing to 100% of awards vesting for absolute TSR of 35% p.a. as measured over the three years
from the Grant Date (16 March 2025) and using the net Return Index basis of calculation of TSR by
reference to the 30 day period ending on the applicable day.
Relative Award measured as follows:
Zero percent (0%) of the Relative Award will vest where the relative increase in the Company’s share
price over the vesting period (measured in percentage terms) is lower than the relative increase in
share price over the vesting period of the ninth best performing company in the Company Peer Group;
(measured in percentage terms); and
In the following increments: 12.5%, 25%, 37.5%, 50%, 62.5%, 75%, 87.5% and 100% of the Relative
Award will vest where the relative increase in the Company share price over the vesting period
(measured in percentage terms) is equal or higher sequentially to the relative increase in share
price over the vesting period of the ninth, eighth, seventh, sixth, fifth, fourth, third and second best
performing companies in the Company Peer Group (measured in percentage terms).
“Company Peer Group” is a group of fifteen company’s agreed by the Remuneration Committee as
appropriate for the purpose of comparative analysis against the Company for a range of performance
metrics, including for LTIP scheme Relative Award performance measurement.
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Grant of Non-Executive Director Share Options – Market Value Options
Following consultation with major shareholders, a one-off grant of Market Value Options (MVOs) to the Non-Executive Directors was
approved by the shareholders at the Company’s Annual General Meeting on 27 June 2024. The MVOs will vest in a single tranche
three years from the date of grant and once vested, will normally remain exercisable until the 10th anniversary of the grant.
Jeffrey MacDonald, Thierry Tanoh and Gavin Wilson each received market value share options over 1,500,000 shares (i.e. 4.5m
shares in total, which equated to circa 2% of the Company’s then current issued share capital) with a Grant Date of 12 July 2024
and at an exercise price of £0.5740 per Ordinary Shares.
Implementation of the Remuneration Policy for 2025
In 2024 the Remuneration Committee requested FIT Remuneration Consultants, Afentra’s remuneration advisors, to perform a
comparative review of the Executive Reward Package to ensure that it was both appropriate and competitive and FIT reported in
October 2024. The FIT review benchmarked the total remuneration packages (base salary, bonus, incentive awards and pension)
of the Executive Directors of the Company against a cross section of companies including oil and gas companies with similar
market capitalization as the Company and other companies not all of which were UK based or AIM listed. The review conclusions
were that the Chief Executive Officer’s total remuneration package was below market (particularly base salary and bonus),
whereas the remuneration packages of the Chief Operating Officer and the Chief Financial Officer were largely competitive.
Considering the findings of the FIT review, the Remuneration Committee determined to adjust the remuneration package of
the Chief Executive Officer, Paul McDade by an exceptional base salary increase of 15%, but not to adjust the remuneration
packages of the Chief Operating Officer, Ian Cloke and the Chief Financial Officer, Anastasia Deulina, other than by the standard
incremental annual base salary increase, in line with other Company staff base salary increases. Following this review a summary
of how the Committee intends to operate the Policy for 2025 is set out below:
Base salary
As detailed above and effective 1 January 2025, the CEO received a base salary increase of
15% whilst the other Executive Directors received base salary increases in line with the average
workforce increase. The current salaries of the Executive Directors for 2025 are: Paul McDade
£439,530, Ian Cloke £322,113 and Anastasia Deulina £322,113.
Pension
10% of salary in line with the Remuneration Policy.
Annual bonus
Annual Bonus will continue to be capped at 100% of base salary. Performance metrics will be based
on the following:
• Business Development delivery (37.50%),
• Block 3/05, 30/05A & 23 Asset and ESG performance (37.5%)
• Onshore Licence Delivery (10%)
• G&A budget delivery (10%)
• Communication with investors (5%)
Unless considered commercially sensitive, the targets and performance against these targets will be
disclosed in the Remuneration Committee report for the year ending 31 December 2025.
FSP
Awards have been made to the Executive team under the FSP at the second measurement date as
detailed above. The FSP will continue to operate through to the final measurement date of 16 March 2026.
LTIP
Awards have been made to the Executive team under the annual LTIP award scheme as detailed above.
Non-executive fees
The Non-Executive Chairman and Non-Executive Directors will receive the following fees for 2025:
Jeffrey McDonald £96,000; Gavin Wilson £55,000 (includes £10,000 for Chairmanship of the
Remuneration Committee) and Thierry Tanoh £55,000 (includes £10,000 for Chairmanship of the
Audit Committee).
CORPORATE GOVERNANCE
Remuneration Committee Report continued
Statement of Directors interests
The current Directors’ beneficial interests in the issued share capital of the Company are as follows:
Ordinary shares of 10p each
2 May 2025
30 May 2024
Executive Directors:
Paul McDade
5,339,398
5,339,398
Ian Cloke
3,807,211
3,807,455
Anastasia Deulina
2,539,663
2,539,835
Non-executive Directors:
Gavin Wilson
3,231,666
3,231,666
Jeffrey MacDonald
60,000
60,000
Thierry Tanoh
-
-
The current Directors’ beneficial interests in unvested nil cost options (FSP and LTIP) are as follows:
Gross no. of unvested nil
cost options
2 May 2025
12 July 2024
Total
LTIP
FSP
Total
LTIP
FSP
Executive Directors:
Paul McDade
8,074,994
3,528,543
4,546,451
5,700,845
1,453,287
4,247,558
Ian Cloke
5,424,340
2,028,195
3,396,145
4,060,418
887,543
3,172,875
Anastasia Deulina
5,130,904
2,028,195
3,102,709
3,702,190
887,543
2,814,647
Beneficial shareholdings include the shareholdings of a Director’s spouse and infant children.
Directors’ and Officers’ liability insurance
The Company has granted an indemnity to its Directors (including subsidiary undertakings) under which the Company will, to
the maximum extent possible by law, indemnify them against all costs, charges, losses and liabilities incurred by them in the
performance of their duties.
The Company provides limited Directors’ and Officers’ liability insurance, at a cost of approximately $44.9k in 2024 (2023:
$62.9k).
External directorships
None of the executive Directors receive fees in relation to directorships in other companies.
Gavin Wilson
Chairman of the Remuneration Committee
2 May 2025
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Extractive Industries Transparency Initiative
Directors’ Report
The Directors present their Annual Report and Financial
Statements on the affairs of the Company and its
subsidiaries, together with the independent Auditor Report
for the year ended 31 December 2024.
Principal activity and business review
With West Africa as its geographic focus, the principal
activities of the Group and Company throughout the year were
completion of the Angolan Azule asset transaction (increasing
its participating interest in Blocks 3/05 and 3/05A), furthering
its participation as a valued and proactive non-operating partner
on the two acquired Blocks, 3/05 and 3/05A, concluding the
terms of its participation in onshore Blocks KON15 and KON19
and identifying further upstream opportunities by way of
acquisition and obtaining upstream licence interests. The future
strategy and prospects for the Group are reviewed in detail in
the Chairman’s Statement, Chief Executive Officer’s Statement
and the Strategic Report section of this report.
The Group operates through subsidiary undertakings as
appropriate to the fiscal environment. Subsidiary undertakings
of the Group are set out in Note 12 to the financial statements.
In 2024 the Group used several KPIs to assess the business
performance against strategy including M&A led growth
initiatives and acquisitions, managing the performance of the
group’s newly acquired assets and controlling its G&A expenses.
In 2025 the future developments of the Group will be
focused on realising the upside of the portfolio assembled,
commencement of its participation in the Angolan onshore
Blocks KON15 and KON19, the safe operational delivery of
asset performance targets and further M&A and new licence
opportunities, as described in the Strategic Report on pages
16 – 63. This will be achieved in part through the continued
expansion of the Company’s Angolan based workforce.
Results and dividends
The Group profit for the financial year was $52.4 million
(2023: loss $2.7 million). This leaves accumulated Group
retained earnings of $69.2 million (2023: retained earnings
of $19.2 million) to be carried forward. The Directors do not
recommend the payment of a dividend (2023: $nil).
Directors liabilities
Qualifying third-party indemnity provisions for the benefit
of all the Directors were in force throughout the financial
year and they remained in force as at the date of approval
of the Annual Report as described in the Remuneration
Committee report pages 77 – 87.
Going concern
The Group’s business activities, together with the factors
likely to affect its future development, performance and
position are set out in the Operations Review on pages
24 – 39. The financial position of the Group and Company,
its cash flows and liquidity position are described in the
Financial Review on pages 60 – 63. In addition, Note 23 to
the financial statements includes the Group’s objectives,
policies and processes for managing its capital financial risk:
details of its financial instruments and its exposures to credit
risk and liquidity risk.
The Group has sufficient cash resources for its working
capital needs and its committed capital expenditure
programme at least for the next 12 months from signing of
the annual report. Consequently, the Directors believe that
both the Group and Company are well placed to manage
their business risks successfully.
The Group has sufficient cash resources based on
existing cash on balance sheet, proceeds from future oil
sales and access to the revolving working capital facility
to meet its liabilities as they fall due for a period of at
least 21 months from the date of signing these financial
statements, based on forecasts covering the period
through to 30 April 2026.
The Board has looked at a combination of downside
scenarios, including a production shortfall alongside higher
costs and lower than anticipated oil prices. The impact of
the downside scenarios can be mitigated by a combination
of existing hedges and rephasing of certain projects included
in the preliminary capital expenditure programme by the
Joint Venture. The Board also notes the implementation
of the hedging policy and is confident in the utilisation of
commodity-based derivatives to manage oil price downside
risk. The existing financial covenants, the tests of which for
current borrowings, have been passed for the Historic Ratio
(net debt/EBITDA) and the gross liquidity test, and are not
forecast to be breached within the going concern period.
Thus, the Board believes it is appropriate to continue to
adopt the going concern basis of accounting in preparation
of the financial statements.
In accordance with the Transparency Criteria as set out by the EITI, the following payments to government bodies have been
made during the years ended 31 December 2024 and 2023:
2024
$000
2023
$000
Angola – Block 3/05
9,286
1,856
Angola – Block 3/05A
476
-
Other Angola
140
-
Somaliland - Odewayne1
75
75
9,977
1,931
1 Payments made by Genel Energy. Afentra (East Africa) Ltd fully carried for its share of cost.
CORPORATE GOVERNANCE
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CORPORATE GOVERNANCE
Directors’ Report continued
Statement of Directors’ responsibilities
The Directors are responsible for preparing the annual report
and the financial statements in accordance with applicable
law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the
directors are required to prepare the Group and Company
financial statements in accordance with UK adopted
international accounting standards. Under company law the
directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the
state of affairs of the Group and Company and of the profit
or loss of the Group for that period.
In preparing these financial statements, the Directors are
required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether they have been prepared in accordance
with UK adopted international accounting standards
subject to any material departures disclosed and
explained in the financial statements;
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group and the Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the Financial Statements
comply with the requirements of the Companies Act 2006.
They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the Annual
Report and the Financial Statements are made available
on a website. Financial Statements are published on
the Company’s website in accordance with legislation
in the United Kingdom governing the preparation and
dissemination of Financial Statements, which may vary
from legislation in other jurisdictions. The maintenance and
integrity of the Company’s website is the responsibility of
the Directors. The Directors’ responsibility also extends
to the ongoing integrity of the Financial Statements
contained therein.
For and on behalf of the Board
Paul McDade
Chief Executive Officer
2 May 2025
Anastasia Deulina
Chief Financial Officer
2 May 2025
The Directors have at the time of approving the financial
statements, a reasonable expectation that the Group has
adequate resources to continue in operational existence for
the foreseeable future.
Capital structure
Details of the issued share capital, together with details of the
movements in the Company’s issued share capital during the
year, are shown in Note 17 to the financial statements. The
Company has one class of ordinary share, which carries no
right to fixed income. Each share carries the right to one vote
at general meetings of the Company. There are no specific
restrictions on the size of a holding nor on the transfer of
shares, which are both governed by the general provisions of
the Articles of Association of the Company and prevailing
legislation. The Directors are not aware of any agreements
between holders of the Company’s shares that may result in
restrictions on the transfer of securities or on voting rights. No
person has any special rights of control over the Company’s
share capital and all issued shares are fully paid.
Directors
The Directors who served during the year were as follows:
• Mr. Paul McDade
• Mr. Ian Cloke
• Ms. Anastasia Deulina
• Mr. Jeffrey MacDonald
• Mr. Thierry Tanoh
• Mr. Gavin Wilson
Biographical details of the current serving Directors can
be found in the Board of Directors section of this report on
pages 66 – 67.
Directors and election rotation
With regard to the appointment and re-election of the
Directors, the Company is governed by its Articles of
Association, the Companies Acts and related legislation.
Significant shareholdings
Except for the holdings of ordinary shares listed below,
the Company has not been notified by or become aware
of any persons holding 3% or more of the 226,155,990
issued ordinary shares of 10 pence each of the Company
at 22 April 2025:
Number
%
Askar Alshinbayev
48,104,784
21.27%
Denis O'Brien
16,000,000
7.07%
Kite Lake Capital Management
(UK) LLP
13,500,000
5.97%
Athos Capital Limited
6,887,073
3.05%
Business risk
A summary of the principle and general business risks can
be found within the Strategic Report on pages 54 – 57.
Financial instruments
Information about the use of financial instruments, the
Group’s policy and objectives for financial risk management
is given in Note 23 to the financial statements.
Subsequent events
Details of the subsequent events are given in Note 30 to the
financial statements.
Auditors
Each of the persons who are a Director at the date of approval
of this Report and Financial Statements confirms that:
• so far as the Director is aware, there is no relevant
audit information of which the Company’s Auditors are
unaware; and
• the Director has taken all the steps that it ought to have
taken as a director in order to make themselves aware of
any relevant audit information and to establish that the
Company’s Auditors are aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the
Companies Act 2006.
BDO LLP was re-appointed as Auditor in 2024 and will
therefore continue in office as Auditors. A resolution to
appoint BDO will be proposed at the forthcoming Annual
General Meeting to be held on 4 June 2025.
For and on behalf of the Board.
Paul McDade
Chief Executive Officer
2 May 2025
Group Accounts
Year ended 31 December 2024
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Opinion on the Financial Statements
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31
December 2024 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Afentra Plc (the Parent Company) and its subsidiaries (the Group) for the year
ended 31 December 2024 which comprise the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of
cash flows, the company statement of financial position, the company statement of changes in equity, and notes to the financial
statements, including a summary of material accounting policy information.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and
UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the
Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting
Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent
Company’s ability to continue to adopt the going concern basis of accounting included:
• Verifying the opening cash position used in the cash flow forecast.
• Reviewing and recalculating forecast covenants included in the Reserve Based Lending facility.
• Obtaining and assessing the reasonableness of the Group and Parent Company’s base case cash flow forecasts and
underlying assumptions which have been approved by the Board, by reviewing historic forecasts against actuals in order to
assess the ability of Management to forecast accurately.
• Reviewing licence agreements to check that committed expenditure is appropriately included in forecasts.
• Comparing the level of committed exploration and investment spend per the Group’s and Parent Company’s contractual
arrangements to the level of such expenditure included in the going concern model.
• Performing checks on the arithmetical accuracy of the cash flow forecasts approved by the directors.
• Reviewing stress test scenarios including scenarios relating to reduced production levels, increased costs and reduced
commodity prices.
• Reviewing and consideration of mitigating actions included by management in the stress test scenario to ensure that these
are reasonable and appropriate.
• Reviewing and considering the adequacy of disclosures in the financial statements relating to the Directors’ assessment
of the going concern basis of preparation in order to conclude whether the disclosure reflects our understanding of the
business and evidence obtained during the course of the audit.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
Overview
Key audit matters
2024
2023
Accounting for decommissioning obligation and prefund assets
Yes
No
IImpairment of Parent Company’s loans receivable from subsidiaries1
Yes
Yes
Carrying value of exploration and evaluation assets
No
Yes
Acquisition accounting
No
Yes
Carrying value of exploration and evaluation assets is no longer considered to be a key audit matter because
while there remains judgement involved in the identification of impairment indicators in exploration and
evaluation assets, the judgement is not assessed to be significant as at 31 December 2024.
Acquisition accounting was performed for the first time in 2023. As the acquisition in 2024 is similar to the
2023 acquisitions, and the accounting methodology is now established, it is no longer considered a key audit
matter in the current year.
Materiality
Group Financial Statements as a whole
• $3.3 million (2023: $1.6 million) based on 5% profit before tax (2023: based on 3.5% of net assets)
1 In the prior year, carrying value of net investment in subsidiaries (investments and loans receivables) in the Parent Company Accounts was a Key audit matter.
In the current year, management impaired the parent company’s receivable balance from its UK subsidiaries and recognised a further impairment loss of $20
million. Therefore, our Key audit matter in the current year is on the impairment of loans receivable from subsidiaries.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial
reporting framework and the Group’s system of internal control. On the basis of this, we identified and assessed the risks
of material misstatement of the Group financial statements including with respect to the consolidation process. We then
applied professional judgement to focus our audit procedures on the areas that posed the greatest risks to the group financial
statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing the
group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.
Components in scope
From the above risk assessment and planning procedures, we determined which of the Group’s components were likely to include
risks of material misstatement relevant to the Group’s financial statements. We then determined the type of procedures to be
performed at these components, and the extent to which component auditors were required to be involved.
Independent auditor report
to the members of Afentra Plc
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The total number of components within the scope of our work was as follows:
Number of components
FY 2024
FY2023
Audit procedures on entire financial information of the component (2023: Significant
components due to size) [1]
4
3
Audit procedures on one or more account balances, classes of transactions or
disclosures (2023: Significant components due to risk) [2]
2
2
6
5
As part of performing our Group audit, we have determined the components in scope as follows:
Scope [1]: Comprises Afentra Plc (Parent Company), Afentra (Angola) Limited, Afentra (UK) Limited and Afentra (Onshore
Developments) Limited.
Scope [2]: Comprises Afentra Northwest Africa Holdings sub-consolidation which is made up of Afentra North west Africa
Limited, Afentra Holdings Limited and Afentra (East Africa) Limited as well as Afentra (Offshore Developments) Limited.
In determining components, we have considered how components are organised within the Group, and the commonality of
control environments, legal and regulatory framework, and level of aggregation associated with individual entities. Whilst there is
relative commonality of controls across the Group, differences in jurisdictional risk, and the legal and regulatory frameworks under
which the entities operate, prevent the further amalgamation of components.
For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain
sufficient appropriate evidence. These further audit procedures included:
• Procedures on the entire financial information of the components where identified aggregation risk, including performing
substantive procedures; and
• Procedures on one or more classes of transactions, account balances or disclosures for components where we identified low
or no aggregation of risks.
Changes from the prior year
In the current year there have been no changes to the group audit scope from the prior year.
Climate change
Our work on the assessment of potential impacts of climate-related risks on the Group’s operations and financial statements included::
• Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their
potential impacts on the financial statements and adequately disclose climate-related risks within the annual report;
• Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate
change affects this particular sector; and
• Review of the minutes of Board and Audit Committee meeting and other papers related to climate change and performed a
risk assessment as to how any climate change considerations may affect the financial statements and our audit.
We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and
commitments have been reflected, where appropriate, in the Directors’ going concern assessment and in management’s
judgements and estimates in relation to cashflow forecasts.
We also assessed the consistency of management’s disclosures included as other information with the financial statements
and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by
climate-related risks.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources
in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Accounting for decommissioning obligation and prefund asset
See Note 1 for details of the accounting policy and Note 2 for the judgements relating to this key audit matter.
Details of the restatement of the decommissioning provision and associated pre-funding asset are provided in note 29.
As a current party to the Block 3/05 Production sharing agreement (PSA) and the Joint Operating Agreement (JOA), the
Group has an obligation for its share of abandonment and decommissioning works which have been prefunded by the
contractor group (parties to the JOA and PSA agreements) and paid to the concessionaire.
The Group recognised its share of the decommissioning liability ($77 million) and the prefund asset ($77 million) on a gross
basis in the statement of financial position as at 31 December 2023.
As disclosed in Note 29, in the current year, further information was obtained during the second half of 2024 that provided
certainty that the contractual position was that the contractor group would be discharged of its obligation to decommission
the field should the pre-funding held by the concessionaire not be made available when due. Accordingly, management has
recorded the liability net of the prefund asset and restated the balances as at 31 December 2023.
Given the materiality of the balances of the decommissioning obligation and the prefunded asset on the statement of financial
position and the prior period restatement, we considered this to be a key audit matter.
How the scope of our audit addressed the key audit matter
Our specific audit testing included the following. We:
• Confirmed directly with Agencia National de Petroleo Gas e Biocombustiveis (ANPG) (the concessionaire), the amounts
historically deposited by the contractor group at year end. We also confirmed with ANPG whether the contractor group will
have further liability for decommissioning and will be indemnified by ANPG, if the abandonment funds are not made available;
• Obtained and reviewed legal opinions provided by Management’s internal and external experts who interpreted the obligations
and rights of the contractor group in the PSA;
• Evaluated the competence and objectivity of the managements (internal and external) experts;
• Reviewed the production sharing agreement (PSA) and corroborated the contents in the PSA with the text included in the legal
opinions, which referenced extracts of the PSA;
• Assessed whether the previous abandonment cost estimates approved at the Operator Committee Meeting (‘OCM’)
(which were the basis for the funds deposited) remain reasonable by obtaining the cost estimate workings and challenging
management on how these remain appropriate;
• Reviewed the minutes of the recent OCM Meetings to evaluate whether there are recent estimates of the decommissioning
costs which would impact the value of the decommissioning obligation;
• With the assistance of our technical experts, we reviewed the fact pattern against the guidance and requirements of IFRIC 5
and IAS 37; and
• Reviewed and assessed the adequacy of the disclosures on the restatement in the financial statements to check if they were
prepared in accordance with the requirements of the applicable accounting standards.
Key observations
Based on the procedures performed, we consider the judgments made by Management regarding the accounting for the
prefund asset and decommissioning liability on a net basis to be reasonable.
Independent auditor report continued
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Impairment of Parent Company’s loans receivable from subsidiaries
See Note 1m for details of the accounting policy, and Note 2 for the critical accounting estimates and assumptions relating to
this key audit matter.
Details of the Parent Company’s receivables from subsidiaries are provided in Note 14.
Management has impaired the parent company’s receivable balance from its UK subsidiaries and recognised an impairment
loss of $20 million (2023: Nil) based on the recoverable value.
The assessment of the recoverability of the loans to the subsidiaries requires significant judgement relating to the outcome of
oil and gas exploration activities.
The material value of the impairment and the significant judgement, estimates and assumptions involved in determining the
expected credit losses makes this a key area of focus for our audit, and we have considered this to be a key audit matter.
How the scope of our audit addressed the key audit matter
Our specific audit testing in regard to this included:
• We reviewed the estimates and assumptions used in management’s Expected Credit Loss assessment and checked for
consistency with the assessment of the carrying value of the underlying assets;
• We obtained and reviewed management’s assessment of the projects and related results within each subsidiary, and their
conclusions reached on whether the projects are considered to be successful or unsuccessful. This included consideration of
the ability to develop or sell the projects;
• We have confirmed our understanding of the nature and terms of the intercompany loan receivables through discussion with
management and obtaining supporting documentation;
• We have obtained and reviewed management’s assessment for expected credit losses and evaluated the ability of the
subsidiaries to repay the loan balances, based on the subsidiaries underlying net asset position and an assessment of the
underlying oil & gas exploration assets; and
• We reviewed minutes of meetings and press releases to corroborate management’s assessment of the status of each project.
Key observations
Based on the procedures performed, we considered the judgements, estimates and assumptions made by management reasonable.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions
of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Group Financial Statements
Parent Company Financial Statements
2024
$’000
2023
$’000
2024
$’000
2023
$’000
Materiality
3,279
1,600
750
1,200
Basis for determining
materiality
5% of profit before tax
3.5% of net assets
3.5% of net assets.
Capped at 75% of
Group materiality
given the assessment
of the component’s
aggregation risk.
Rationale for the
benchmark applied
The Group had a full
year of generating
revenue in 2024.
Profit before tax
was determined to
be an appropriate
benchmark as the
Group is profit
oriented and as
such this is the
financial metric of
most interest to the
users of the financial
statements.
In the comparative
we considered that
following the acquisition
of a working interest in
the producing oil fields
during the year, we
consider net assets to
be one of the principal
considerations for
users of the financial
statements as the
Group incurred
significant debt upon
acquiring the oil and gas
assets in Angola, which
resulted in change (mix
of equity and debt)
in the gearing of the
Group.
Afentra Plc is a holding company with
investments in subsidiaries as material balances.
We considered a benchmark based on net
assets to be most appropriate.
Performance
materiality
2,459
1,200
563
900
Basis for determining
performance
materiality
75% of the above materiality level.
Rationale for the
percentage applied
for performance
materiality
In reaching our conclusion on the level of performance materiality to be applied we considered a
number of factors including the expected total value of known and likely misstatements (based
on past experience), our knowledge of the Group’s internal controls and management’s attitude
towards proposed adjustments.
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Specific materiality
For the current year we have not applied a specific materiality (2023: 7.8% of Earning before Interest, tax, depreciation and
amortisation applied for items on the statement of comprehensive income).
Component materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, apart from the
Parent Company whose materiality and performance materiality are set out above, based on a percentage of between 7% and
71% (2023: 46% to 75%) of Group performance materiality dependent on a number of factors including size of component and
our assessment of the risk of material misstatement of those components. Component performance materiality ranged from
$225k to $2,336k (2023: $730k to $1,200k).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of $163k (2023:
$64k). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the annual
report and financial statements other than the financial statements and our auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course
of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in the
Strategic report or the Directors’ report.
Matters on which we
are required to report
by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for
our audit have not been received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and
returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit
Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent 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 Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management and those charged with governance and the Audit Committee; and
• Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations;
we considered the significant laws and regulations to be the applicable accounting framework, the Companies Act, tax
legislations, the Angolan Petroleum Activities Law, AIM Listing Rules and the QCA corporate governance code.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the
amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such
laws and regulations to be Angolan environmental regulations and the health and safety legislation.
Our procedures in respect of the above included:
• Review of RNS announcements and minutes of meetings of those charged with governance for any instances of non-
compliance with laws and regulations;
• Holdings discussions with management and the Audit Committee regarding their knowledge of any known or suspected
instances of fraud;
• Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
• Review of financial statement disclosures and agreeing to supporting documentation;
• Review of legal expenditure accounts to understand the nature of expenditure incurred; and
• Reviewing minutes of board meetings as well as the technical, finance, contractor and operating committee meetings.
Independent auditor report continued
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Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud.
Our risk assessment procedures included:
• Enquiry with management and those charged with governance and the Audit Committee regarding any known or suspected
instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
• Detecting and responding to the risks of fraud; and
• Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud; and
• Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted
by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls via
posting inappropriate journal entries and management bias with respect to significant accounting estimates and judgements.
Our procedures in respect of the above included:
• Testing a sample of journal entries throughout the year, which met a pre-defined risk criteria and testing a sample of journals
outside of the risk criteria by agreeing to supporting documentation;
• Assessing whether the significant judgements and accounting estimates were indicative of potential bias; and
• Performing a detailed review of the Group’s year end adjusting entries and consolidation entries and investigating any that
appear unusual as to nature or amount to supporting documentation.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that
the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the
events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
Gordon Whiley (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor,
London, UK
2 May 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Independent auditor report continued
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Consolidated statement of profit or loss and other
comprehensive income
Consolidated statement of financial position
For the years ended 31 December
Note
2024
$000
2023
$000
Revenue
3
180,860
26,390
Cost of sales
4
(94,124)
(12,571)
Gross profit
86,736
13,819
Other administrative expenses
(10,439)
(6,647)
Pre-licence costs
(1,828)
(4,810)
Total administrative expenses
(12,267)
(11,457)
Profit from operations
5
74,469
2,362
Finance income
7
106
240
Finance costs
7
(9,000)
(3,508)
Profit/(loss) before tax
65,575
(906)
Income tax
8
(13,225)
(1,799)
Profit/(loss) for the year attributable to the owners of
the parent
52,350
(2,705)
Items that may be reclassified subsequently to profit or loss
Foreign exchange differences on translation of foreign
operations
(35)
(96)
Total other comprehensive loss for the year
(35)
(96)
Total comprehensive income/(loss) for the year
attributable to the owners of the parent
52,315
(2,801)
Basic earnings/(loss) per share (US cents)
Ư
23.3
(1.2)
Diluted earnings/(loss) per share (US cents)
9
21.1
(1.2)
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
As at 31 December
Note
2024
$000
2023 Restated1
$000
Non-current assets
Intangible exploration and evaluation assets
10
22,479
21,867
Property, plant and equipment
11
131,041
75,131
153,520
96,998
Current assets
Inventories
13
7,464
16,564
Trade and other receivables
14
10,618
7,606
Derivative assets
27
196
-
Cash and cash equivalents
15
46,880
14,729
Restricted funds
16
7,930
4,850
73,088
43,749
Total assets
226,608
140,747
Current liabilities
Borrowings
19
11,271
6,752
Trade and other payables
20
52,939
34,396
Derivative liabilities
27
1,279
-
Contingent consideration
21
5,535
4,621
Lease liability
22
97
155
71,121
45,924
Non-current liabilities
Borrowings
19
30,145
24,951
Contingent consideration
21
24,367
21,863
Provisions
-
37
Deferred tax liability
8
1,661
-
Lease liability
22
685
-
56,858
46,851
Total liabilities
127,979
92,775
Equity attributable to equity holders of the Company
Share capital
17
28,914
28,143
Currency translation reserve
18
(333)
(298)
Share option reserve
18
842
965
Retained earnings
18
69,206
19,162
98,629
47,972
Total liabilities and equity
226,608
140,747
1 The comparative information has been restated as a result of a reassessment of Afentra’s future liability for decommissioning expenditure and the treatment of
joint venture receivable and payable balances. Further information is detailed in Note 29.
The financial statements of Afentra plc, registered number 1757721, were approved by the Board of Directors and authorised for
issue on 2 May 2025. Signed on behalf of the Board of Directors:
Paul McDade
Chief Executive Officer
2 May 2025
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Equity attributable to equity holders of the Company
Note
Share
capital
$000
Currency
translation
reserve
$000
Share
option
reserve
$000
Retained
earnings
$000
Total
$000
At 1 January 2023
28,143
(202)
-
21,867
49,808
Loss for the year
-
-
-
(2,705)
(2,705)
Currency translation adjustments
-
(96)
-
-
(96)
Total comprehensive loss for the year
attributable to the owners of the parent
-
(96)
-
(2,705)
(2,801)
Share-based payment charge for the year
-
-
965
-
965
At 31 December 2023
28,143
(298)
965
19,162
47,972
Profit for the year
-
-
-
52,350
52,350
Currency translation adjustments
-
(35)
-
-
(35)
Total comprehensive profit/(loss) for the
year attributable to the owners of the parent
-
(35)
-
52,350
52,315
Share-based payment charge for the year
-
-
989
-
989
Share options exercised
25
771
-
(1,112)
(2,306)
(2,647)
At 31 December 2024
28,914
(333)
842
69,206
98,629
For the years ended 31 December
Note
2024
$000
2023 Restated
$000
Operating activities
Profit/(loss) before tax
65,575
(906)
Adjusted for:
Depreciation, depletion and amortisation
11
12,873
2,880
Share-based payment expense
25
989
965
Tax payments related to share-based payments
25
(2,702)
-
Unrealised losses on derivatives
1,200
-
Hedge cost
(117)
-
Finance income
7
(106)
(240)
Finance costs
7
9,000
3,508
Operating cash flow prior to working capital movements
86,712
6,207
Decrease in inventories
21,403
1,666
(Increase)/decrease in trade and other receivables
(7,459)
1,843
Decrease in trade and other payables
(5,304)
4,401
Increase in provisions
-
3
Cash flow generated from operating activities
95,352
14,120
Income tax paid
(9,762)
(1,799)
Net cash flow generated from operating activities
85,590
12,321
Investing activities
Asset acquisitions
24
(28,428)
(48,126)
Interest received
7
106
240
Purchase of property, plant and equipment
11
(19,997)
(3,316)
Exploration and evaluation costs
10
(612)
(43)
Cash inflow from restricted funds
-
5,350
Contingent consideration paid
21
(4,621)
-
Net cash used in investing activities
(53,552)
(45,895)
Financing activities
Drawdown on loan
19
35,748
45,066
Principal repayments on loan facilities
19
(27,364)
(14,367)
Cash outflow from restricted funds
(3,080)
-
Interest paid
(5,051)
(2,504)
Principal and interest paid on lease liability
22
(160)
(245)
Net cash generated from financing activities
93
27,950
Net increase/(decrease) in cash and cash equivalents
32,131
(5,624)
Cash and cash equivalents at beginning of year
14,729
20,384
Effect of foreign exchange rate changes
20
(31)
Cash and cash equivalents at end of year
15
46,880
14,729
Consolidated statement of changes in equity
Consolidated statement of cash flows
108
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Afentra plc Annual Report and Financial Statements 2024
As at 31 December
Note
2024
$000
2023
$000
Non-current assets
Trade and other receivables
14
14,109
35,527
Investments in subsidiaries
12
20,140
21,105
34,249
56,632
Current assets
Trade and other receivables
14
4,167
10,329
Cash and cash equivalents
15
8,267
4,413
12,434
14,742
Total assets
46,683
71,374
Current liabilities
Trade and other payables
20
27,928
28,741
27,928
28,741
Total liabilities
27,928
28,741
Equity
Share capital
17
28,914
28,143
Share option reserve
18
1,183
965
Retained earnings
18
(11,342)
13,525
Total equity
18,755
42,633
Total liabilities and equity
46,683
71,374
The loss for the financial year within the Company accounts of Afentra plc was $24.9 million (2023: $4.4 million). As provided by s408 of
the Companies Act 2006, no individual Statement of Comprehensive Income is provided in respect of the Company.
The financial statements of Afentra plc, registered number 1757721, were approved by the Board of Directors and authorised for issue on
2 May 2025. Signed on behalf of the Board of Directors:
Paul McDade
Chief Executive Officer
2 May 2025
Note
Share
capital
$000
Share
option
reserve
$000
Retained
earnings
$000
Total
$000
At 1 January 2023
28,143
-
17,951
46,094
Loss for the year
-
-
(4,426)
(4,426)
Share-based payment charge for the year
-
965
-
965
At 31 December 2023
28,143
965
13,525
42,633
Loss for the year
-
-
(24,867)
(24,867)
Share-based payment charge for the year
-
989
-
989
Share options exercised
25
771
(771)
-
-
At 31 December 2024
28,914
1,183
(11,342)
18,755
Company statement of financial position
Year ended 31 December
Company statement of changes in equity
110
111
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Afentra plc Annual Report and Financial Statements 2024
1. MATERIAL ACCOUNTING POLICIES
a) General information
Afentra plc (the Company) is a public company, limited by shares, incorporated in England under the UK Companies Act 2006.
The address of the registered office is 10 St Bride Street, London, EC4A 4AD. The principal activities of the Company and
its subsidiaries (the Group) and the nature of the group’s operations include the exploration, development and production of
commercial oil and gas.
These financial statements are presented in US dollars rounded to the nearest thousand, unless stated otherwise. They include
the financial statements of Afentra plc and its consolidated subsidiaries. The functional currency of the Company is US dollars.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are
set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
b) Basis of accounting and adoption of new and revised standards
The financial statements have been prepared in accordance with UK adopted international accounting standards and with those
parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated. As ultimate parent
of the Group, the Company has taken advantage of Financial Reporting Standard 101 Reduced Disclosure Framework (FRS
101), which addresses the financial reporting requirements and disclosure exemptions in the individual financial statements of
“qualifying entities”, that otherwise apply the recognition, measurement and disclosure requirements of UK adopted international
accounting standards.
The disclosure exemption adopted by the Company in accordance with FRS 101 are:
• a statement of compliance with IFRS (a statement of compliance with FRS 101 is provided instead);
• related party transactions with two or more wholly owned members of the group; and
• a Statement of Cash Flows and related disclosures
In addition, and in accordance with FRS 101, further disclosure exemptions have been applied because equivalent disclosures are
included in the consolidated financial statements of Afentra plc. These financial statements do not include certain disclosures in
respect of:
• financial instrument disclosures as required by IFRS 7 Financial Instruments: Disclosures; and
• fair value measurements – details of the valuation techniques and inputs used for fair value measurement of assets and
liabilities as per paragraphs 91 to 99 of IFRS 13 Fair Value Measurement.
(i) New and amended standards adopted by the Group:
The following standards and amendments became effective in the year ended 31 December 2024.
Standard
Description
Effective date
IAS 7 / IFRS 7
Amendment – Supplier Finance Arrangements
1 January 2024
IFRS 16
Amendment – Leases (Lease Liability in a Sale and Leaseback)
1 January 2024
IAS 1
Amendment – Classification of Liabilities as Current or Non-current and Non-
current Liabilities with Covenants
1 January 2024
IAS 1
Amendment – Liabilities with Covenants
1 January 2024
None of the above standards or amendments have had a material impact on the Group.
(ii) Standards, amendments and interpretations, which are effective for reporting periods beginning after the date of these
financial statements which have not been adopted early:
At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRS
Accounting Standards that have been issued but are not yet effective:
Standard
Description
Effective date
IAS 21
Amendment – Lack of Exchangeability
1 January 2025
IFRS 7 / IFRS 9
Amendment – Classification and Measurement of Financial Instruments
1 January 2026
IFRS 7 / IFRS 9
Amendment – Contracts Referencing Nature-dependent Electricity (previously
Power Purchase Agreements)
1 January 2026
IFRS 18
Presentation and Disclosure in Financial Statements
1 January 2027
IFRS 19
Subsidiaries without Public Accountability: Disclosures
1 January 2027
The Group is currently assessing the effect of these new accounting standards and amendments. IFRS 18 Presentation
and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in major
consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements
(renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect
on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect
on the presentation and disclosure of certain items. These changes include categorisation and sub-totals in the statement
of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance
measures. The Group does not expect to be eligible to apply IFRS 19.
c) Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance, and position are
set out in the Operations Review on pages 24 – 39. The financial position of the Group and Company, its cash flows and liquidity
position are described in the Financial Review on pages 60 – 63. In addition, Note 23 to the financial statements includes the
Group’s objectives, policies and processes for managing its capital financial risk, details of its financial instruments and its
exposures to credit risk and liquidity risk.
The Group has sufficient cash resources for its working capital needs and its committed capital expenditure programme at
least for the next 12 months from the signing of the annual report. Consequently, the Directors believe that both the Group and
Company are well placed to manage their business risks successfully.
The Group has sufficient cash resources based on existing cash on balance sheet, proceeds from future oil sales and access to
the revolving working capital facility to meet its liabilities as they fall due for a period of at least 12 months from the date of signing
these financial statements, based on forecasts covering the period through to 30 April 2026.
The Board has looked at a combination of downside scenarios, including a production shortfall alongside higher costs and lower than
anticipated oil prices. The impact of the downside scenarios can be mitigated by a combination of existing hedges and rephasing
of certain projects included in the preliminary capital expenditure programme by the Joint Venture. The Board also notes the
implementation of the hedging policy and is confident in the utilisation of commodity-based derivatives to manage oil price downside
risk. The existing financial covenants, the tests of which for current borrowings, have been passed for the Historic Ratio (Net debt/
EBITDA) and the Gross liquidity test, and are not forecast to be breached within the going concern period. Thus, the Board believes it
is appropriate to continue to adopt the going concern basis of accounting in preparation of the financial statements.
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future.
Notes to the financial statements
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d) Basis of consolidation
(i) Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company
(its subsidiaries) made up to 31 December each year. Control is recognised where an investor is exposed, or has rights, to variable
returns from its investment with the investee and has the ability to affect these returns through its power over the investee.
The results of subsidiaries acquired or disposed of during the year are included in the Statement of Comprehensive Income from the
effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line
with those used by the Group.
(ii) Transactions eliminated on consolidation
Intra-group balances and any unrealised gains and losses, or income and expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
e) Joint arrangements
The Group is a party to a joint arrangement regardless of whether the Group has joint control of the arrangement. Where the
contractual arrangement confers joint control over the relevant activities to the Group and at least one other party, then the
Group classifies its interest in the joint arrangement as joint operations or joint ventures in accordance with IFRS11. Joint control
is assessed under the same principles as control over subsidiaries. If there is no joint control, then the Group classifies its interest
in the joint arrangement as a party to a joint arrangement. In assessing the classification of interests in joint arrangements, the
Group considers:
• the structure of the joint arrangement;
• the contractual terms of the joint arrangement; and
• any other facts and circumstances.
The Group accounts for its interests in joint arrangements by recognising its share of assets, liabilities, revenues, and expenses in
accordance with its contractually conferred rights and obligations.
The Group’s material arrangements comprise non-operated interests in Block 3/05 (30%) and Block 3/05A (21.33%) located
offshore Angola in the Lower Congo Basin.
f) Revenue
Revenue is derived from the sales of oil from the interests held in Angola. Revenue from the sale of crude oil is recognised
when performance conditions in the sales contract are satisfied and it is probable that the Group will collect consideration to
which it is entitled. For crude oil, the performance condition is the delivery of the oil through lifting or on delivery of the oil into
an infrastructure. Revenue is measured at the fair value of the consideration to which the company expects to be entitled in
exchange for transferring promised goods and/or services to a customer, excluding amounts collected on behalf of third parties.
Under/overlift
Any production imbalance that may arise as a result of lifted volumes being different to produced volumes has been recognised
as an adjustment to cost of sales, with the balance being recognised within inventory/trade and other receivables when we have
lifted less than our share of production (underlifted) and trade and other payables when we have lifted more than our share of
production (overlifted). Underlifted barrels are valued at cost and overlifted barrels at market value.
g) Oil and gas interests
Exploration and evaluation (E&E) assets
Commercial reserves
Commercial reserves, at the 2P level, are proven and probable oil and gas reserves, which are defined as the estimated quantities
of crude oil, natural gas and natural gas liquids which geological, geophysical and engineering data demonstrate with a specified
degree of certainty to be recoverable in future years from known reservoirs and which are considered commercially producible.
This implies a 50% probability that the quantity of recoverable reserves will be more than the amount estimated as proven and
probable reserves and a 50% probability that it will be less.
Capitalisation
Pre-acquisition costs on oil and gas assets are recognised in the profit or loss when incurred. Costs incurred after rights to
explore have been obtained, such as geological and geophysical surveys, drilling and commercial appraisal costs, and other
directly attributable costs of exploration and appraisal, including technical and administrative costs, are capitalised as intangible
exploration and evaluation (E&E) assets. The assessment of what constitutes an individual E&E asset is based on technical
criteria but essentially either a single licence area or contiguous licence areas with consistent geological features are designated
as individual E&E assets. Costs relating to the exploration and evaluation of oil and gas interests are carried forward until the
existence, or otherwise, of commercial reserves have been determined.
E&E costs are not amortised prior to the conclusion of appraisal activities. Once active exploration is completed the asset
is assessed for impairment. If commercial reserves are discovered then the carrying value of the E&E asset is reclassified as
a development and production (D&P) asset, following development sanction, but only after the carrying value is assessed
for impairment and, where appropriate, its carrying value adjusted. The E&E asset is written off to the profit or loss if it is
subsequently assessed that commercial reserves have not been discovered.
Costs associated with D&P assets, including the costs of facilities, wells and subsea equipment, are capitalised within Property,
Plant & Equipment.
Impairment
In accordance with IFRS 6, E&E assets are reviewed for impairment when circumstances arise which indicate that the carrying
value of an E&E asset exceeds the recoverable amount. The recoverable amount of the individual asset is determined as the
higher of its fair value less costs to sell and its value in use. Impairment losses resulting from an impairment review are recognised
within the Statement of Comprehensive Income.
Impaired assets are reviewed annually to determine whether any substantial change to their fair value amounts previously
impaired would require reversal.
An impairment loss is reversed if the recoverable amount increases as a result of a change in the estimates used to determine the
recoverable amount, but not to an amount higher than the carrying amount that would have been determined (net of depletion
or amortisation) had no impairment loss been recognised in prior periods. Impairment charges and reversal of impairments are
recorded within total administration expenses in the Statement of Comprehensive Income.
Depreciation, depletion, and amortisation of D&P assets
All expenditure carried within each field is amortised from the commencement of production on a unit of production basis, which
is the ratio of oil and gas production in the period to the estimated quantities of commercial reserves at the end of the period plus
the production in the period, generally on a field-by-field basis or by a group of fields which are reliant on common infrastructure.
Costs used in the unit of production calculation comprise the net book value of capitalised costs plus the estimated future field
development costs required to recover the commercial reserves remaining. Changes in the estimates of commercial reserves or
future field development costs are dealt with prospectively.
Notes to the financial statements continued
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Decommissioning and pre-funded amounts
Provisions for decommissioning are recognised when the Group has a present legal or constructive obligation, which generally
arises when a well is drilled or equipment installed. The provision for future decommissioning is calculated, based on future cash
flows discounted at a pre-tax discount rate to reflect risks specific to the costs. An amount equivalent to the initial provision for
decommissioning costs is capitalised and amortised over the life of the underlying asset.
Changes in the estimated timing of decommissioning or decommissioning cost estimates are dealt with prospectively by
recording an adjustment to the provision, and a corresponding adjustment to property, plant and equipment. The unwinding of
the discount on the decommissioning provision is included as a finance cost.
The Group’s interest in the amounts previously pre-funded for decommissioning obligations are recognised in accordance with
IAS 37 Provisions, Contingent Liabilities and Contingent Assets and IFRIC 5 Rights to Interests arising from Decommissioning,
Restoration and Environmental Rehabilitation Funds. Where the Group is not liable to pay decommissioning costs if the funds
previously deposited are not made available, the amounts previously pre-funded are not recognised separately, but are included
in the cost estimate of the residual provision for decommissioning.
h) Property, plant and equipment assets other than oil and gas assets
Property, plant and equipment other than oil and gas assets are stated at cost less accumulated depreciation and any provision
for impairment. Depreciation is provided at rates estimated to write off the cost, less estimated residual value, of each asset over
its expected useful life as follows:
• Office lease: straight-line over the lease term
• Computer and office equipment: 33% straight-line
i) Foreign currencies
The US dollar is the functional and reporting currency of the Company and the reporting currency of the Group. Transactions
denominated in other currencies are translated into US dollars at the rate of exchange at the date of the transaction. Assets and
liabilities in other currencies are translated into US dollars at the rate of exchange at the reporting date. All exchange differences
arising from such translations are recorded in the Statement of Comprehensive Income.
The results of entities with a functional currency other than the US dollar are translated at the average rates of exchange during the
period and their statement of financial position at the rates ruling at the reporting date. Exchange differences arising on translation of
the opening net assets and on translation of the results of such entities are recorded through the currency translation reserve.
j) Taxation
Current tax - Angola
The activities relating to the Angolan branch are subject to tax in Angola. Angolan tax is calculated on the basis of revenue rather
than the profits of the branch. Petroleum income tax is calculated on the basis of profit oil which is valued by the tax reference
prices determined by the Ministry of Finance on a quarterly basis. From 1 January 2024 the group has applied the foreign branch
election that ring fences the profits in Angola to only be subject to Angolan tax.
Current tax – United Kingdom
Tax is payable based upon taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of
Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. Any Group liability for current tax is calculated using tax rates that
have been enacted or substantively enacted by the reporting date.
k) Investments in subsidiaries
Investments in subsidiaries are carried at cost less accumulated impairment losses. Investments in subsidiaries are assessed
for impairment in line with the requirements of IAS36 and, where evidence of non-recoverability is identified, an appropriate
impairment loss is recorded.
l) Leases
In accordance with IFRS16, the Group recognises a right-of-use asset and a lease liability on the balance sheet at the
lease commencement date. The Group assesses the right-of-use asset for impairment when such indicators exist. At the
commencement date, the Group measures the lease liability at the present value of the future unpaid lease payments at that date,
discounted using the interest rate implicit in the lease if that rate is readily available, or the Group’s incremental borrowing rate.
m) Financial instruments
Trade receivables
Trade receivables are recognised and carried at the original invoice amount less any provision for expected credit loss (ECL).
Other receivables are recognised and measured at nominal value less any provision for ECL.
The Group applies the expected credit loss model in respect of trade receivables. The Group tracks changes in credit risk and
recognises a loss allowance based on lifetime ECLs at each reporting date.
Amounts due from subsidiaries
Amounts due from subsidiaries are recognised and measured at nominal value less any provision for ECL.
The Company applies the expected credit loss model in respect of amounts due from subsidiaries. The Company tracks changes
in credit risk and recognises a loss allowance based on lifetime ECLs at each reporting date.
Cash and cash equivalents
Cash and cash equivalents consist of cash, bank deposits, and highly liquid financial instruments with maturities of three months or less.
Restricted cash
Restricted cash consists of bank deposits which are subject to restrictions due to legislation, regulation or contractual
arrangements. Please see Note 16 for detailed disclosure.
Trade payables
Trade payables are stated at amortised cost.
Borrowings and loans
Interest bearing bank loans and overdrafts are recorded at the proceeds received. Finance charges relating to securing the loans
and overdrafts are capitalised as part of the loan and amortised over the repayment term period of the loan.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest in the asset of the Group after deducting all of its liabilities.
Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.
Derivative financial instruments and hedging activities
Derivative financial instruments are measured at fair value and are not designated as hedging instruments. Changes in fair value
are recorded as a gain or loss as within the Statement of Comprehensive Income.
n) Pension costs
The Group operates a number of defined contribution pension schemes. The amount charged to the Statement of
Comprehensive Income for these schemes is the contributions payable in the year. Differences between contributions payable in
the year and contributions actually paid are shown as either accruals or prepayments in the Statement of Financial Position.
o) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker
(CODM). The CODM has been identified as the Board of Directors. The Group currently operates only in Africa and is supported by
the United Kingdom head office which is not deemed to be an operating segment as it does not generate any revenue outside of the
operations in Africa. As the Group only has one operating segment no further breakdown has been provided.
Notes to the financial statements continued
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p) Inventories
Oil Inventories are stated at the lower of cost or net realisable value. The cost comprises direct materials, direct labour, overheads,
and other charges incurred in the production and storage of oil. Other inventories are stated at the lower of cost and net realisable
value. The cost of materials is the purchase cost determined on a first-in first-out basis.
q) Share-based payments
Employees (including senior executives) of the Company receive remuneration in the form of share-based payment transactions
which are equity settled. The cost of equity-settled transactions with employees is measured by reference to the fair value at the
date on which they are granted. The fair value is determined by an external valuer using an appropriate pricing model.
The estimated cost of equity-settled transactions is recognised in the profit and loss account as an expense, together with a
corresponding increase in equity. This expense and adjustment to equity is recognised over the period in which the performance
and/or service conditions are measured (the vesting period), ending on the date on which the relevant participants become fully
entitled to the award (the vesting date).
The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the
extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will
ultimately vest. The Income Statement charge or credit for a period represents the movement in cumulative expense recognised
as at the beginning and end of that period.
The key areas of estimation regarding share-based payments are share price volatility and estimated lapse rates, due to service
conditions and non-performance conditions not being met.
No adjustments are made in respect of market conditions not being met. Similarly, the number of instruments and the grant-date
fair value are not adjusted, even if the outcome of the market condition differs from the initial estimate.
Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had
not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-
based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not
yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and
designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a
modification of the original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
Although all awards are deemed to be equity settled, the Company may decide to settle the awards in cash, without raising new share
capital. If no new share capital is issued to the market then the settlement of the award becomes a true cash cost to the Company.
The likelihood and magnitude of this liability remain unknown until vest date, with the Company making the final decision regarding
settlement until near the vest date, and as such no liability for this possible cash outflow is recognised in the accounts. Where tax
payments associated with share-based payments are required to be paid in cash, the arrangement continues to be accounted for as
equity settled.
2. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
In the application of the Group’s accounting policies, which are described in Note 1, the Directors are required to make
judgements, estimates, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future
periods if the revision affects both current and future periods.
Judgements
The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the
directors have made in the process of applying the group’s accounting policies and that have the most significant effect on the
amounts recognised in financial statements.
Business combinations and asset acquisitions
The Group has acquired working interests in producing oil blocks and judgement is required to determine whether the acquisition
should be accounted for as an asset acquisition or a business combination. The Group assessed joint control, as determined
under IFRS11, does not exist among the contractor partners to the arrangement because there are several combinations of
partners who can combine to meet the passmark vote for strategic and financial decisions.
No specific accounting guidance exists for an acquisition of a working interest in a producing oil block where joint control does not
exist and management have determined the acquisition will be accounted for as an asset acquisition under IFRS3 which requires
an allocation of the consideration across the identified assets and liabilities based on their relative fair values.
See Note 24 for further information on the acquisitions of oil and gas assets in the year.
Impairment of E&E assets
Management is required to assess oil and gas assets for indicators of impairment and has considered the economic value of
individual E&E assets. E&E assets are subject to a separate review for indicators of impairment, by reference to the impairment
indicators set out in IFRS6, which is inherently judgmental.
After reviewing the feasibility of the asset detailed in the Operations Review on pages 24 – 39 and considering the key factors
including: the extension to the current period and further exploration work streams planned in 2025, management did not note
any impairment indicators that would result in a full impairment review to be undertaken.
The Directors judgement was that a full impairment review wasn’t required and thus no impairments were recognised during the
year by the Group.
Refer to Note 10 for further information on E&E assets.
Pre-funded decommissioning liabilities
Where decommissioning liabilities have been pre-funded by the contractor group, a judgement was made that the contractor
group would be discharged of its obligation to decommission the field should the pre-funding not be made available when
due. As required IAS 37 Provisions, Contingent Liabilities and Contingent Assets and IFRIC 5 Rights to Interests arising from
Decommissioning, Restoration and Environmental Rehabilitation Funds where the Group is not liable to pay decommissioning
costs if the funds previously deposited are not made available, the amounts previously pre-funded are not recognised separately,
but are included in the cost estimate of the residual provision for decommissioning. For further information refer to Note 29.
Notes to the financial statements continued
Year ended 31 December 2024
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Estimates and assumptions
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year, are discussed below.
Contingent consideration
Contingent consideration in relation to the asset acquisitions of Blocks 3/05 and 3/05A in Angola is accounted for as a financial
liability at fair value at the date of the acquisition with any subsequent remeasurements recognised in profit or loss. These fair values
are based on risk adjusted future cash flows discounted using the appropriate discount rates. Management utilise a scenario based
approach to estimate the likely contingent payments under each scenario and then apply a probability to each scenario.
The sensitivity of the elements of contingent consideration to changes in the probabilities of the scenarios and to the discount
rates is disclosed in Note 21.
Key estimates relating to the Company Statement of Financial Position
Expected credit loss provision
IFRS9 requires the Company to make assumptions when implementing the forward-looking expected credit loss (ECL) model.
This model is required to assess intercompany loan receivables held by Afentra plc.
Arriving at the ECL allowance involved considering different scenarios for the recovery of the intercompany loan receivables,
the possible credit losses that could arise, and the probabilities of these scenarios occurring. The following was considered: the
exploration project risk, country risk, expected future oil prices, the value of the potential reserves, the ability to sell the project,
and the ability to find a new farm-out partner. The Company’s intercompany receivable balance is $18.0 million after an ECL
allowance of $29.1 million. During the year the Company impaired its intercompany loan receivable from Afentra (UK) Limited by
$20.0 million. This impairment is eliminated on consolidation and does not impact the Group results.
Refer to Note 14 for further information.
Investment in subsidiaries
If circumstances indicate that impairment may exist, investments in subsidiary undertakings of the Company are evaluated using
market values, where available, or the discounted expected future cash flows of the investment. If these cash flows are lower than
the Company’s carrying value of the investment, an impairment charge is recorded in the Company. Where impairments have been
booked against the underlying exploration assets, the investments in subsidiaries are written down to reflect their recoverable value.
Evaluation of impairments on such investments involves significant management judgement and may differ from actual results.
As at 31 December 2024, Company investments in subsidiaries totalled $20.1 million. During the year the Company impaired its $2.0
million investment in Afentra (UK) Limited. This impairment is eliminated on consolidation and does not impact the Group results.
Refer to Note 12 for further information on investments in subsidiaries.
3. REVENUE
Revenue is earned from the sale of crude oil produced in Angola, Africa. Revenue by major customer during 2024 was 67%
Maurel & Prom and 33% Trafigura (2023: 100% and nil respectively).
4. COST OF SALES
2024
$000
2023
$000
Production costs
79,880
11,726
Depletion of property, plant and equipment - oil and gas
12,571
2,600
Depletion absorbed into inventories
(241)
(1,755)
Losses on oil price derivatives
1,914
-
Total cost of sales
94,124
12,571
All cost of sales relate to operations in Angola, Africa.
5. PROFIT FROM OPERATIONS
Profit from operations is stated after charging:
Note
2024
$000
2023
$000
Cost of sales
4
94,124
12,571
Staff costs
6
7,571
6,536
Reverse takeover related costs
-
1,580
Depreciation of property, plant and equipment
11
302
280
Impact of foreign exchange on profit
(63)
40
An analysis of auditor's remuneration is as follows:
Fees payable for the audit of the Group's annual accounts
294
131
Audit of the Company's subsidiaries pursuant to legislation
41
5
Total audit fees
335
136
Included in the fees payable for the audit of the Group’s annual accounts is $95,000 related to 2023. No non-audit services
were received.
Notes to the financial statements continued
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6. EMPLOYEE INFORMATION
The average number of employees (including Executive and Non-Executive directors) of the Group and Company was as follows:
Group
Company
2024
2023
2024
2023
Corporate
15
10
-
-
Non-Executive
3
3
3
3
18
13
3
3
Group and Company employee costs during the year amounted to:
Group
Company
2024
$000
2023
$000
2024
$000
2023
$000
Wages and salaries
4,766
4,669
272
212
Social security costs
1,483
622
13
15
Other pension costs
333
280
-
-
Share-based payments
989
965
-
-
7,571
6,536
285
227
Key management personnel include Executive and Non-Executive Directors who have been paid $2.6 million (2023: $2.8
million). See Remuneration Committee Report on pages 77 – 87 and Note 26 for additional detail. The highest paid Director in the
current year received $893k (2023: $782k).
A portion of the Group’s staff costs and associated overheads are expensed as pre-licence expenditure ($0.6 million) or
capitalised ($46k). In 2024 this amounted to $0.6 million (2023: $4.8 million).
7. FINANCE INCOME AND COSTS
2024
$000
2023
$000
Finance income:
Interest earned on short-term deposits
106
240
Total finance income
106
240
Finance costs:
Interest on borrowings
5,684
1,764
Interest accretion on contingent consideration
2,305
-
Finance and arrangement fees
748
392
Interest expense for leasing arrangement
18
18
Bank charges
11
14
Fair value adjustment on contingent consideration
297
-
Other finance fees
(63)
1,320
Total finance costs
9,000
3,508
All finance income and finance costs are measured at amortised cost, apart from the fair value adjustment on contingent
consideration which is measured at fair value through profit and loss. No finance income or finance costs are measure at fair value
through other comprehensive income.
8. TAXATION
The tax charge for the year is calculated by applying the applicable standard rate of tax as follows:
2024
$000
2023
$000
Current tax
UK corporation tax at 25% (2023: 23.52%)
-
1,799
Double tax relief
-
(1,799)
Foreign tax
11,564
1,799
Total current tax expense
11,564
1,799
Deferred income tax
Increase in deferred tax liability
1,661
-
Deferred tax expense
1,661
-
Income tax
13,225
1,799
Profit/(loss) before tax
65,575
(906)
Tax on loss on ordinary activities at standard UK corporation
tax rate of 25% (2023: 23.52%)
16,394
(213)
Effects of:
Expenses not deductible for tax purposes
1,280
444
Accelerated capital allowances
1,661
-
Deferred tax movement on provisions not provided
-
(79)
Tax losses carried forward
4,335
1,641
Other tax rates applicable outside the UK
(10,383)
-
Other tax adjustments
(62)
6
Tax charge for the year
13,225
1,799
Current tax
An election under s18A CTA 2009 has been made by the Group to exempt profits and disallow losses of its foreign permanent
establishment in Angola. This election is effective for the year commencing 1 January 2024 and all subsequent accounting periods.
A significant proportion of the Group’s profit before taxation arose in Angola where the effective rate of taxation differs from
that in the UK. In Angola, current income tax is determined by applying a tax rate of 50% to the Profit Oil lifted during the period.
Accordingly, the Group’s tax charge will continue to vary according to the tax rates applicable to operations in Angola where pre-tax
profits arise.
Notes to the financial statements continued
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Deferred tax
At the reporting date the Group had an unrecognised deferred tax asset of $35.2 million (2023: $34.0 million) relating primarily
to unused tax losses and unutilised capital allowances in the United Kingdom with no expiry date. No deferred tax asset has been
recognised due to the uncertainty of future profit streams against which these losses could be utilised.
Profits generated in Angola are subject to Angolan tax which is calculated on a profit oil basis. A temporary difference arises due
to accelerated capital allowances being in excess of the unit of production depreciation applied by the Group and consequently a
deferred tax liability of $1.7 million has been recognised during the year (2023:Nil).
9. EARNINGS/(LOSS) PER SHARE
Earnings per share (EPS) and loss per share (LPS) is calculated by dividing the earnings attributable to ordinary shareholders
by the weighted average number of shares outstanding during the period. Diluted EPS/(LPS) is calculated using the weighted
average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares. Share options and awards
are not included in the dilutive calculation for loss making periods because they are anti-dilutive.
The dilutive effect of share awards outstanding is the total possible award number and does not take into account vesting
conditions potentially not met, or the Group’s expectation that these awards will be settled net of tax, that will reduce the impact
of the dilutive effect of the awards.
2024
$000
2023
$000
Profit/(loss) for the year
52,350
(2,705)
Weighted average number of ordinary shares in issue during the year
224,922,157
220,053,520
EPS/(LPS) (US cents)
23.3
(1.2)
Total possible dilutive effect of share awards outstanding
23,488,622
-
Fully diluted average number of ordinary shares during the year
248,410,779
220,053,520
Diluted EPS/(LPS) (US cents)
21.1
(1.2)
10. EXPLORATION AND EVALUATION ASSETS
Group
$000
Net book value at 1 January 2023
21,324
Additions during the year
500
Acquisitions during the year
43
Net book value at 31 December 2023
21,867
Additions during the year
612
Net book value at 31 December 2024
22,479
The Group’s intangible assets as at 31 December 2024 comprise:
• Block 23 PSA, Angola: Afentra Angola Ltd 40% and Sonangol (Operator) 60%.
• Block KON19, Angola: Afentra Angola Ltd (Operator) 45%, ACREP 45%, and Enagol 10%.
• Odewayne PSA, Somaliland: Afentra (East Africa) Limited 34% (fully carried), Genel Energy Somaliland Limited (Operator)
50%, and Petrosoma 16%.
11. PROPERTY, PLANT AND EQUIPMENT
Group
Oil and gas
assets
$000
Office
lease
$000
Computer
and office
equipment
$000
Total
$000
Cost
At 1 January 2023
-
1,143
349
1,492
Modification during the year
-
22
9
31
Acquisitions during the year
71,356
71,356
Additions during the year
6,066
-
18
6,084
Disposals during the year
-
-
(5)
(5)
At 31 December 2023
77,422
1,165
371
78,958
Acquisitions during the year
38,288
-
-
38,288
Additions during the year
29,645
769
81
30,495
At 31 December 2024
145,355
1,934
452
147,741
Accumulated depreciation and impairment
At 1 January 2023
-
(785)
(167)
(952)
Charge for the year
(2,600)
(190)
(90)
(2,880)
Disposals during the year
-
-
5
5
At 31 December 2023
(2,600)
(975)
(252)
(3,827)
Charge for the year
(12,571)
(217)
(85)
(12,873)
At 31 December 2024
(15,171)
(1,192)
(337)
(16,700)
Net book value at 31 December 2024
130,184
742
115
131,041
Net book value at 31 December 2023
74,822
190
119
75,131
The Group’s oil and gas assets as at 31 December 2024 comprise:
• Block 3/05 PSA, Angola: Afentra Angola Ltd 30%, Sonangol (Operator) 36%, M&P 20%, Etu Energias 10%, and NIS-Naftagas 4%.
• Block 3/05A PSA, Angola: Afentra Angola Ltd 21.33%, Sonangol (Operator) 33.33%, M&P 26.68%, Etu Energias 13.33%, and
NIS-Naftagas 5.33%.
See Note 24 for further information on the acquisitions to oil and gas assets in the year.
The right-of-use asset (office lease) is depreciated on a straight-line basis over the lease contract term. During 2024 the lease on
our old office expired and a new lease was entered into. The current lease term is for five years, ending in 2029. See Note 1 and
Note 22 for further details.
Notes to the financial statements continued
Year ended 31 December 2024
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12. INVESTMENT IN SUBSIDIARIES
Company
$000
At 1 January 2023
20,140
Additions during the year
965
At 1 December 2023
21,105
Additions during the year
989
Impairment
(1,954)
At 31 December 2024
20,140
See Note 2 for further detail on the impairment assessment methodology.
The subsidiary undertakings of the Group as at 31 December 2024 are listed below:
Country of
incorporation
Class of
shares held
Type of
ownership
Proportion of
voting rights
held 2024
Proportion of
voting rights
held 2023
Nature of
business
Afentra (UK) Limited
United
Kingdom4
Ordinary
Direct
100%
100%
Exploration for oil
and gas
Afentra (Angola) Ltd1
United
Kingdom4
Ordinary
Direct
100%
100%
Extraction of
crude petroleum
Afentra (Northwest
Africa) Limited
Jersey, CI5
Ordinary
Direct
100%
100%
Exploration for oil
and gas
Afentra Holdings
Limited2
Jersey, CI5
Ordinary
Indirect
100%
100%
Investment
holding company
Afentra (East Africa)
Limited3
Jersey, CI5
Ordinary
Indirect
100%
100%
Exploration for oil
and gas
Afentra (Offshore
Developments) Ltd
United
Kingdom4
Ordinary
Direct
100%
nil
Extraction of
crude petroleum
Afentra (Onshore
Developments) Ltd6
United
Kingdom4
Ordinary
Direct
100%
100%
Extraction of
crude petroleum
1 Holder of Afentra (Angola), Lda - (Sucursal em Angola) a local branch in Angola
2 Held directly by Afentra (Northwest Africa) Limited
3 Held directly by Afentra Holdings Limited
4 Registered address – 10 St Bride Street, London, EC4A 4AD
5 Registered address – IFC5, St Helier, Jersey, JE1 1ST
6 Formerly Afentra Overseas Limited
13. INVENTORIES
Group
2024
$000
2023
Restated
$000
Oil stock
1,415
12,781
Warehouse stock and materials
6,049
3,783
7,464
16,564
Oil stock inventory is stated at the lower of cost and net realisable value. There were no write-downs of inventory during the year
(2023: nil).
14. TRADE AND OTHER RECEIVABLES
Group
Company
Current
2024
$000
2023
$000
2024
$000
2023
$000
Trade receivables
123
90
-
-
Amounts due from subsidiary undertakings
-
-
3,916
10,063
Joint venture receivables1
8,286
7,089
-
-
Other receivables
218
218
200
212
Prepayments and accrued income
1,991
209
51
54
Total current trade and other receivables
10,618
7,606
4,167
10,329
1 Comprised of our share of amounts receivable by the Operator (on behalf of the contractor group) of the Joint Venture for transportation and processing of
crude, tariffs, and other receivables.
Company
Non-current
2024
$000
2023
$000
Amounts due from subsidiary undertakings
14,109
35,527
Total non-current trade and other receivables
14,109
35,527
Trade and other receivables consist of current receivables that the Group views as recoverable in the short term.
Credit loss allowances for amounts due from subsidiary undertakings amount to $29.1 million (2023: $9.1 million). Material adverse
changes in the underlying value of the Odewayne E&E asset could result in future credit losses on our intercompany receivables
in the future. Restructuring of the Company’s intercompany positions could result in the reversal of historical intercompany credit
losses. There is no impact to the Group Consolidated Statement of Profit or Loss and Other Comprehensive Income or the
Consolidated Statement of Financial Position from credit losses on intercompany receivables, or the subsequent reversal thereof.
The Directors consider that the carrying amount of trade and other receivables is a reliable estimate of their fair value.
Transactions between subsidiaries are non-interest earning and are repayable on demand, with the exception of the
intercompany balance between Afentra plc and Afentra (Angola) Limited, which is interest earning.
See Note 1 for details (Financial instruments - Trade receivables).
Notes to the financial statements continued
Year ended 31 December 2024
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15. CASH AND CASH EQUIVALENTS
Group
Company
2024
$000
2023
$000
2024
$000
2023
$000
Cash at bank available on demand
46,877
14,725
8,267
4,413
Cash on hand
3
4
-
-
46,880
14,729
8,267
4,413
16. RESTRICTED FUNDS
The restricted funds as at 31 December 2024 is a $7.9 million cash deposit held in the Debt Service Reserve Account (DSRA)
as required by the Reserve Based Lending agreement. The amount held represents the next tranche of debt principal and
associated interest payments due. As at 31 December 2023, there was $4.9 million held in a Citibank escrow account in respect
of the Azule acquisition.
17. SHARE CAPITAL
Ordinary
shares (10p)
$000
Authorised, called up, allotted and fully paid
At 1 January 2024
220,053,520
28,143
Issued on Share Options Exercised
6,102,470
771
At 31 December 2024
226,155,990
28,914
18. RESERVES
Reserves within equity are as follows:
Share capital
Amounts subscribed for share capital at nominal value. There are no restrictions on dividends or repayment of capital.
Share option reserve
Cumulative amounts charged in respect of employee share option arrangements. See Note 25 for further details.
Currency translation reserve
The foreign currency translation reserve is comprised of movements that relate to the retranslation of the subsidiaries whose
functional currencies are not designated in US dollars.
Retained earnings
Cumulative net gains and losses recognised in the Statement of Comprehensive Income less any amounts reflected directly in
other reserves.
19. BORROWINGS
The Group drew down on both the Reserve-based lending (RBL) and Working Capital facilities in order to finance the INA,
Sonangol, and Azule acquisitions in 2023 and 2024. As at 31 December 2024, the Group has drawn down $42.0 million on the
RBL and repaid all amounts drawn down under the Working Capital facility. The key terms of our debt facilities are shown below:
RBL facility
• $51.8 million comprised of three separate drawdowns
• 5-year tenor to May 2028
• 8% margin over 3-month SOFR (Secured Overnight Financing Rate)
• Semi- annual linear amortisations
• DSRA commitment
• Key financial covenants of Afentra (Angola) Limited’s Net Debt to EBITDA < 3:1 and Group Liquidity Test >1.2x
Working Capital revolving committed credit facility
• $30.0 million maximum based on prior month oil inventories on hand (100% undrawn as at 31 December 2024)
• 5-year tenor to May 2028
• 4.75% margin over 1-month SOFR
• Repayable with proceeds from liftings
Current
2024
$000
2023
$000
Reserve Based Lending facility
11,271
6,752
Working Capital facility
-
-
Total current borrowings
11,271
6,752
Non-current
2024
$000
2023
$000
Reserve Based Lending Facility
30,145
24,951
Total non-current borrowings
30,145
24,951
Borrowings
2024
$000
2023
$000
At 1 January 2024
31,703
-
Loan drawdowns
35,748
48,003
Interest charge
4,942
1,152
Repayments
(32,306)
(15,519)
Movement in unamortised debt arrangement cost
587
(2,545)
Interest accrued
742
612
At 31 December 2024
41,416
31,703
A charge is placed on Afentra (Angola) Ltd shares to Mauritius Commercial Bank Limited as required by the terms of the debt facilities.
Notes to the financial statements continued
Year ended 31 December 2024
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Net cash/(debt)
The table below details our net cash/(debt) as at 31 December 2024 and 2023:
2024
$000
2023
$000
Cash and cash equivalents
46,880
14,729
Restricted Funds
7,930
4,850
Borrowings
(41,416)
(31,703)
Lease liability
(782)
(155)
Net cash/(debt)
12,612
(12,279)
Changes in net cash/(debt) for the periods presented in this report were as follows:
Liabilities
Assets
Borrowings
Leases
Sub total
Cash/
restricted
funds
Total
Net cash as at 1 January 2023
-
(337)
(337)
30,584
30,247
Financing cashflows
(45,066)
-
(45,066)
-
(45,066)
Lease payments
-
164
164
-
164
Loan repayments
14,367
-
14,367
-
14,367
Other changes1
-
-
-
(11,005)
(11,005)
Interest expense
(2,156)
-
(2,156)
-
(2,156)
Interest payments
1,152
18
1,170
-
1,170
Net debt as at 31 December 2023
(31,703)
(155)
(31,858)
19,579
(12,279)
Financing cashflows
(35,748)
-
(35,748)
-
(35,748)
Lease payments
-
160
160
-
160
Loan repayments
27,364
-
27,364
-
27,364
Other changes1
(587)
(769)
(1,356)
35,231
33,875
Interest expense
(5,684)
(18)
(5,702)
-
(5,702)
Interest payments
4,942
-
4,942
-
4,942
Net cash as at 31 December 2024
(41,416)
(782)
(42,198)
54,810
12,612
1 Other charges comprise:
• Borrowings: amortisation of prepaid finance fees
• Leases: accretion
• Cash: net funds received / spent
20. TRADE AND OTHER PAYABLES
Group
Company
2024
$000
2023
$000
2024
$000
2023
$000
Trade payables
1,046
929
117
909
Joint venture balances1
47,529
29,774
11
-
Amounts owed to subsidiary undertakings
-
-
27,517
27,540
Income taxes payable
1,802
-
-
-
Accruals
2,562
3,693
283
292
Total trade and other payables
52,939
34,396
27,928
28,741
1 Comprised of our share of amounts owed to suppliers by the Operator of the Joint Venture (on behalf of the contractor group) for unpaid invoices and unbilled
value of work done.
The Directors consider that the carrying amount of trade and other payables is a reliable estimate of their fair value. Transactions
between subsidiaries are non-interest bearing and repayable on demand.
21. CONTINGENT CONSIDERATION
The movement in contingent consideration during 2024 and 2023 is detailed in the table below:
Group
$000
As at 1 January 2023
-
Asset acquisitions
26,484
As at 31 December 2023
26,484
Asset acquisitions
5,437
Accretion of interest
2,305
Payments
(4,621)
Changes in fair value
297
As at 31 December 2024
29,902
Contingent consideration is presented on the Consolidated Statement of Financial Position as:
Contingent consideration
2024
$000
2023
$000
Current
5,535
4,621
Non-current
24,367
21,863
The current portion of contingent consideration relates to amounts paid during the first quarter of 2025 based on thresholds met
previously. Refer to Note 30 - Subsequent events.
Notes to the financial statements continued
Year ended 31 December 2024
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Contingent consideration is payable to SNL, INA, and Azule on Blocks 3/05 and 3/05A:
INA acquisition (2023):
• Tranche 1: The contingent consideration for 3/05 relates to the 2023 and 2024 production levels and a realised Brent price
hurdle up to an annual cap of $2.0 million (now completed); and
• Tranche 2: The contingent consideration for 3/05A relates to the successful future development of the Caco Gazela and Punja
development areas, with production and oil price hurdles. The maximum payable for these development areas is $5.0 million.
• During the year, the Group paid contingent consideration of $1.1 million to INA related to 2023, during Q1 2025 an additional
and final payment of $1.2 million was made in respect of Tranche 1 related to 2024.
SNL acquisition (2023):
• The contingent consideration for the SNL acquisition is payable annually over the next ten years from acquisition in each
year where production hurdle is reached and the realised oil price exceeds $65/bbl. The maximum annual amount payable is
$3.5 million, potentially resulting in a total maximum payment of $35 million over ten years.
• During the year, the Group paid contingent consideration of $3.5 million to Sonangol in respect of 2023, with an additional
payment of $3.5 million made in Q1 2025 in respect of 2024.
Azule acquisition (2024):
• Tranche 1: The contingent consideration for the Azule acquisition includes up to $21 million over the next three years from
1 January 2023, subject to certain oil price and Block 3/05 production hurdles, with an annual cap of $7 million. Further
contingent considerations of up to $15 million are linked to the successful future development of certain Block 3/05A
discoveries and associated oil price and production hurdles.
• Tranche 2: During the year (as part of the completion) the Group paid contingent consideration of $1.2 million to Azule in
respect of Block 3/05, as well as an additional payment of $0.9 million in Q1 2025.
• During the year (as part of the completion) the Group paid contingent consideration of $1.2 million to Azule in respect of
2023, as well as an additional payment of $0.9 million in Q1 2025 in respect of 2024.
These contingent payments are measured at fair value and changes in fair value are recognised in profit or loss.
Management have reviewed the contingent payments related to the above acquisitions, which are dependent upon production
levels, future oil price hurdles, and future 3/05A developments. Judgement has been applied to the probability of the
circumstances occurring that would give rise to some or all of the future payments. For each tranche of contingent consideration
Management have applied a multiple scenario approach to each tranche along with the related weightings of probability resulting
in an expected amount payable. The base case scenario, which has the greatest weighting is based on the Brent forward curve,
with an average oil price of $72/bbl in 2025, $68/bbl in 2026, and $67/bbl in 2027.
Management has applied a discount rate that approximates to the incremental borrowing rate in arriving at a present value at the
balance sheet date of the probable future liabilities. The discount rate is based on a market rate of 9.1% (2023: 9.1%). Management
is therefore satisfied with the liabilities recorded at the balance sheet date in respect of these contingent future events.
Applying Management’s judgements discussed above, has resulted in contingent consideration of $29.9 million. A 2% increase in
the discount rate would result in a reduction in the contingent consideration liability of $1.7 million. A 2% decrease in the discount
rate would result in an increase in contingent consideration of $1.9 million. The impact of removing the scenarios that have an
expectation the realised Brent price hurdles will not be met (5% original weighting) and including a relative increase in the base
case scenarios would increase the contingent consideration by $0.7 million. In the event of a sustained low oil price scenario,
for any years where the average Brent oil price is below $65/bbl, we expect that the price related element of the non-current
contingent consideration would be reversed.
22. LEASES
During the year, the Group entered into a new lease on a new head office in London following the expiration of the previous head
office lease. The Group recognises a right-of-use asset in a consistent manner to its property, plant and equipment (see Note 11).
The Company recognises lease liabilities in relation to the head office in accordance with IFRS16. These liabilities are measured
at the present value of the total lease payments, discounted using the lessee’s incremental borrowing rate. The incremental
borrowing rate applied to the lease liabilities was 9.74%.
The depreciation charge in 2024 was $217k (2023: $190k) (see Note 11) with an interest expense in 2024 of $18k (2023: $18k)
(see Note 7). Cash outflow of principal payments in 2024 was $142k (2023: $227k).
Lease liabilities are presented in the statement of financial position as follows:
2024
$000
2023
$000
Current
97
155
Non-current
685
-
782
155
Extension options are included in the lease liability when, based on Management’s judgement, it is reasonably certain that an
extension will be exercised. As at 31 December 2024, the contractual maturities of the Company’s lease liabilities are as follows:
Within one
year
$000
Between one
to two years
$000
Over two
years
$000
Total
$000
Interest
$000
Carrying
amount
$000
Group
Lease liability
172
229
592
993
(211)
782
Notes to the financial statements continued
Year ended 31 December 2024
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23. FINANCIAL INSTRUMENTS
Capital risk management and liquidity risk
The Group and Company are not subject to externally imposed capital requirements. The capital structure of the Group and
Company consists of cash and cash equivalents held for working capital purposes and equity attributable to the equity holders
of the parent, comprising issued capital, reserves and retained earnings as disclosed in the Statement of Changes in Equity. The
Group and Company use cash flow models and budgets, which are regularly updated, to monitor liquidity risk.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement, and the basis on which income and expenses are recognised, in respect of each material class of financial asset,
financial liability and equity instrument are disclosed in Note 1 to the financial statements.
Due to the short-term nature of these assets and liabilities, such values approximate their fair values as at 31 December 2024 and
31 December 2023.
Carrying amount
Group
2024
$000
2023
Restated
$000
Financial assets at amortised cost
Cash and cash equivalents
46,880
14,729
Restricted funds
7,930
4,850
Trade and other receivables
8,627
7,397
Total
63,437
26,976
Financial liabilities at amortised cost
Trade and other payables
52,939
34,396
Borrowings due within one year
11,271
6,752
Non-current borrowings
30,145
24,951
Total
94,355
66,099
Of the above assets and liabilities due to the short-term nature, carrying amounts approximate their fair values at 31 December 2024
and 31 December 2023 except for non-current borrowings, for which the fair value is based upon a market rate of 9.1% and therefore
having a fair value of $34.7 million (2023: $27.4 million) against the carrying amount of $30.1 million (2023: $25.0 million).
The Group carries the assets and liabilities below at fair value through profit and loss.
Fair value
Group
2023
$000
2022
$000
Financial assets at fair value
Derivative hedge assets
196
-
Financial liabilities at fair value
Derivative hedge liabilities
1,279
-
Contingent consideration
29,902
26,484
Total
31,181
26,484
Derivative hedge assets and liabilities are financial assets and liabilities measured through profit or loss with a level 2 fair value
hierarchy classification. In the normal course of business the Group enters into derivative financial instruments to manage its
exposure to oil price volatility.
Contingent consideration is a financial liability measured through profit or loss with a level 3 fair value hierarchy classification.
Contingent consideration was valued using a discounted cash flow and scenario analysis method. The main inputs in the
valuation process were discount rates, forecast realised crude oil prices and future production. See Note 21 for details of the
sensitivity analysis performed.
There were no transfers between fair value levels during the year.
Financial risk
We are exposed to several financial risks, including oil and gas price volatility, credit risk, liquidity risk, foreign currency risk, and
interest rate risk. Our policy is to reduce our exposure to these risks, where possible, within boundaries deemed appropriate by
our management team. This may include the use of derivative instruments. Oil price volatility may also impact our contingent
consideration liability, where market price hurdles have been included in the terms.
Interest rate risk
Our exposure to interest rate risk relates mainly to our floating rate borrowings and balances of surplus funds placed with financial
institutions. We monitor this risk and will implement our hedging policy if and when required.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates at the reporting date and assumes
the amount of the balances at the reporting date were outstanding for the whole year. A 100 basis point change represents
management’s estimate of a possible change in interest rates at the reporting date. If interest rates had been 100 basis points
higher or lower, and all other variables were held constant, our profits and equity would be impacted as follows:
Increase
Decrease
2024
$000
2023
$000
2024
$000
2023
$000
Cash and cash equivalents
469
147
(469)
(147)
Borrowings
(414)
(317)
414
317
Notes to the financial statements continued
Year ended 31 December 2024
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Foreign currency risk
The Company’s functional currency is the US dollar, being the currency in which the majority of the Group’s expenditure is
transacted. Small elements of its management, services and treasury functions are held and transacted in Pounds Sterling, Euro
or Angolan Kwanza. The Group does not enter into derivative transactions to manage its foreign currency. Foreign currency risk is
not considered material to the Group and Company.
The table below details our financial assets and liabilities that are held in currencies other than US$:
Financial assets
Group
Cash and cash equivalents
2024
$000
2023
$000
US$
45,951
13,222
GBP
885
1,507
EUR
1
-
AOA
43
-
46,880
14,729
Group
Trade and other receivables
2024
$000
2023
Restated
$000
US$
8,549
7,108
GBP
78
289
8,627
7,397
Financial liabilities
Group
Trade and other payables
2024
$000
2023
Restated
$000
US$
50,854
31,351
GBP
1,867
3,045
EUR
217
-
AOA
1
-
52,939
34,396
Credit risk management
The Group has to manage its currency exposures and the credit risk associated with the credit quality of the financial institutions
in which the Group maintains its cash resources. At the year end the Group held approximately 98.0% (2023: 89.8%) of its cash
in US dollars. Most of the counterparties are creditworthy financial institutions and, as such, we do not expect any significant loss
to result from non-performance by such counterparties. The Group continues to proactively monitor its treasury management to
ensure an appropriate balance of the safety of funds and maximisation of yield.
Trade and other receivables are non-interest bearing. The Group does not hold any collateral as security and the Group does not
hold any significant allowance in the impairment account for trade and other receivables as they relate to counterparties with no
default history. Default is considered to be where payments have been outstanding for more than 60 days. Apart from derivative
hedge assets there are no financial assets held at fair value.
The Group’s maximum exposure to credit risk is $65.4 million, based on our cash and cash equivalents, restricted cash, and
trade and other receivables. Our cash balances are held with creditworthy financial institutions and there has been no significant
increase in the credit risk of our debtors during the period.
Liquidity and interest rate tables
Management reviews budgeted cash forecasts regularly to ensure there is enough cash on hand to repay financing obligations
and operational expenses as they become due. Additionally, the Group has access to a rotating Working Capital Credit Facility of
up to $30 million. The following table details the remaining contractual maturity of our financial assets and liabilities, based on the
undiscounted cash flows of on the earliest date on which the Group can be required to pay.
The table includes both interest and principal including cashflows on actual contractual arrangements.
Less than
six months
$000
Six
months
to one year
$000
One to
six years
$000
Total
$000
Interest
$000
Principal
$000
Group
As at 31 December 2024
Non-derivative financial liabilities:
Borrowings
7,930
7,608
38,292
53,830
11,810
42,020
Trade and other payables
1,046
47,529
-
48,575
-
-
Contingent consideration
5,535
-
24,367
29,902
-
-
Derivative financial instruments:
Forward foreign exchange
contracts – outflow
1,279
-
-
1,279
-
-
Forward foreign exchange
contracts – inflow
(196)
-
-
(196)
-
-
15,594
55,137
62,659
133,390
11,810
42,020
As at 31 December 2023
(Restated)
Non-derivative financial liabilities:
Borrowings
5,065
5,413
34,901
45,379
11,743
33,636
Trade and other payables
76
29,774
-
29,850
-
-
5,141
35,187
34,901
75,229
11,743
33,636
Notes to the financial statements continued
Year ended 31 December 2024
136
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Strategic Report
Overview
Corporate Governance
Group Accounts
Afentra plc Annual Report and Financial Statements 2024
Afentra plc Annual Report and Financial Statements 2024
24. ASSET ACQUISITIONS
During the year the Group completed the acquisition of further interests in Block 3/05 (12%) and Block 3/05A (16%) offshore
Angola for a net $28.4 million payment with subsequent contingent payments estimated at $5.4 million. See Note 21 for details of
the contingent consideration.
Block 3/05
$000
Block 3/05A
$000
Total
$000
Consideration
Initial consideration
47,500
1,000
48,500
Actual adjustments from effective date
(15,151)
(6,096)
(21,247)
Contingent consideration - Extension of Block 3/05 licence
1,175
-
1,175
Consideration paid
33,524
(5,096)
28,428
Contingent consideration - Oil price and production linked
future developments
1,415
4,022
5,437
Total consideration
34,939
(1,074)
33,865
Net assets
Oil and gas properties
36,051
2,237
38,288
Other non-current assets (decommissioning fund)
52,166
-
52,166
Non-current provision (decommissioning)
(52,166)
-
(52,166)
Inventory (oil stock)
11,036
429
11,465
Joint venture partner balance
(4,092)
2,961
(1,131)
Joint venture working capital1
(8,056)
(6,701)
(14,757)
Net assets acquired
34,939
(1,074)
33,865
1 Comprised of our share of the working capital balances of the Operator of the Joint Venture which include accounts payable, accruals, accounts receivable,
and non-oil inventory.
The Group performed an assessment of the Azule acquisition to determine whether the acquisition should be accounted for as an
asset acquisition or a business combination. Consistent with the acquisitions in 2023 from INA and SNL, the Group established
that, under IFRS11, joint control does not exist, and therefore the Group have deemed the acquisition to qualify as an acquisition of
a group of assets and liabilities, and not of a business. Furthermore, the Group gave regard to guidance included under IFRS11- Joint
Arrangements, and will account for its share of the income, expenses, assets, and liabilities from the acquisition date.
The total consideration was allocated to assets and liabilities based on their relative fair values.
25. SHARE-BASED PAYMENTS
2024
$000
2023
$000
At 1 January
965
-
Arising in the year
989
965
Options Exercised
(1,112)
-
At 31 December
842
965
During the year, Afentra plc operated four share incentive schemes:
• Founder Share Plan (FSP)
• Long-term Incentive Plan (LTIP)
• Executive Director Long-term Incentive Plan (EDLTIP)
• Non-Executive Director Option plan (NEDP)
Details of the schemes are summarised below:
Founder Share Plan
Under the FSP, the founders are eligible to receive 15% of the growth in returns of the Company over the five year period
commencing from its admission to AIM on 16 March 2021. The awards are expressed as a percentage of the total maximum
potential award, being 10% of the Company’s issued share capital.
Should a hurdle of doubling the Total Shareholder Return (TSR) over the five-year period be met, the awards will be converted
into nil cost options over ordinary shares of 10p each in the share capital of the Company.
For the purpose of determining the fair value of an award, the following assumptions have been applied and a valuation calculation
run through the Monte Carlo Model:
Award date
2022
Weighted average share price at grant date
£0.15
Exercise price
nil
Risk free rate
1.88%
Dividend yield
0%
Volatility of Company share price
44%
The risk-free rate assumption has been set as the yield as at the grant date on zero coupon government bonds of a term
commensurate with the remaining performance period.
The volatility assumptions are based on the daily share price volatility over a historical period prior to the respective dates of grant
with length commensurate to the expected life.
The weighted average exercise price of outstanding options is nil.
The weighted average remaining contractual life as at 31 December 2024 is 14 months.
At 31 December 2024 no options were exercisable.
During 2024 the first measurement date was reached and 10,235,080 nil cost options were vested and exercised. The share
price at time of exercise was £0.39.
Long Term Incentive Plan
The awards issued under the LTIP are nil-cost options to acquire ordinary shares in the Company, subject to a performance
condition. For the purpose of determining whether the condition has been met, the TSR of the Company is measured over a
three year performance period, commencing at the grant date. The awards have been valued using the Monte Carlo model, which
calculates a fair value based on a large number of randomly generated simulations of the Company’s TSR.
Notes to the financial statements continued
Year ended 31 December 2024
138
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Overview
Corporate Governance
Group Accounts
Afentra plc Annual Report and Financial Statements 2024
Afentra plc Annual Report and Financial Statements 2024
Award date
16 Mar
21
1 Nov
22
30 Sep
& 3 Oct
22
1 Mar
23
6 & 13
Dec 23
20 Feb
& 1 Mar
24
24 Oct
24
19 Dec
24
Weighted average share price at
grant date
£0.15
£0.30
£0.30
£0.28
£0.30
£0.39
£0.50
£0.49
Risk free rate
1.90%
4.20%
4.23%
3.75%
3.92%
4.12%
3.87%
4.21%
Dividend yield
0%
0%
0%
0%
0%
0%
0%
0%
Volatility of Company share price
40%
54%
54%
55%
54%
52%
52%
52%
Weighted average fair value
£0.04
£0.16
£0.16
£0.15
£0.16
£0.21
£0.27
£0.25
The risk-free rate assumption has been set as the yield as at the grant date on zero coupon government bonds with remaining
term commensurate with the remaining projection period.
The volatility assumptions are based on the daily share price volatility over a historical period prior to the respective dates of grant
with length commensurate to the expected life.
The table below details the movement in share awards for the year:
2024
No.
2023
No.
At 1 January
2,774,439
1,893,460
Granted
1,059,036
880,979
Forfeited
(557,521)
-
Exercised
(1,251,460)
-
At 31 December
2,024,494
2,774,439
The weighted average exercise price of outstanding options is £nil.
The weighted average remaining contractual life as at 31 December 2024 is 20 months.
Executive Director LTIP
The awards issued under the EDLTIP are nil-cost options to acquire ordinary shares in the Company, subject to a performance
condition. For the purpose of determining whether the condition has been met, the TSR of the Company is measured each year
over a three year performance period, commencing at the grant date. The awards have been valued using the Monte Carlo model,
which calculates a fair value based on a large number of randomly generated simulations of the Company’s TSR.
Award date
2024
Weighted average share price at grant date
£0.57
Exercise price
nil
Risk free rate
4.05%
Dividend yield
0%
Volatility of Company share price
49%
Fair Value per award
£0.27
The risk-free rate assumption has been set as the yield as at the grant date on zero coupon government bonds of a term
commensurate with the remaining performance period.
The volatility assumptions are based on the daily share price volatility over a historical period prior to the respective dates of grant
with length commensurate to the expected life.
2024
No.
2023
No.
At 1 January
-
-
Granted
3,228,373
-
At 31 December
3,228,373
-
The weighted average exercise price of outstanding options is nil.
The weighted average remaining contractual life as at 31 December 2024 is 30 months.
Non-Executive Director Option plan (NEDP)
The awards issued under the NEDP are options to acquire ordinary shares in the Company at a set price. These options are
subject only to a continued employment condition. The awards will vest three years after grant date and participants can exercise
these awards up to the ten year anniversary of the grant date.
The awards have been valued using the Black-Scholes option pricing formula.
Award date
2024
Weighted average share price at grant date
£0.57
Exercise price
£0.57
Risk free rate
3.92%
Dividend yield
0%
Volatility of Company share price
53.3%
Fair Value per award
£0.31
The risk-free rate assumption has been set as the yield as at the grant date on zero coupon government bonds of a term
commensurate with the remaining performance period.
The volatility assumptions are based on the daily share price volatility over a historical period prior to the respective dates of grant
with length commensurate to the expected life.
2024
No.
2023
No.
At 1 January
-
-
Granted
4,500,000
-
At 31 December
4,500,000
-
Employees (including Senior Executives) of the Company receive remuneration in the form of share-based payment transactions
which are equity settled. The cost of equity-settled transactions with employees is measured by reference to the fair value at the
date on which they are granted. The fair value is determined by an external valuer using an appropriate pricing model. Although these
awards are deemed to be equity settled, an employee may elect to receive their entitled settlement, in whole or in part, in cash.
The estimated cost of equity-settled transactions is recognised in the profit and loss account as an expense, together with a
corresponding increase in equity. This expense and adjustment to equity is recognised over the period in which the performance
and/or service conditions are measured (the vesting period), ending on the date on which the relevant participants become fully
entitled to the award (the vesting date).
Notes to the financial statements continued
Year ended 31 December 2024
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Overview
Corporate Governance
Group Accounts
Afentra plc Annual Report and Financial Statements 2024
Afentra plc Annual Report and Financial Statements 2024
The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the
extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will
ultimately vest. The Income Statement charge for a period represents the movement in cumulative expense recognised as at the
beginning and end of that period.
The key areas of estimation regarding share-based payments are share price volatility and estimated lapse rates due to service
conditions and non-performance conditions not being met.
No adjustments are made in respect of market conditions not being met. Similarly, the number of instruments and the grant-date
fair value are not adjusted, even if the outcome of the market condition differs from the initial estimate.
Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not
been modified. An additional expense is recognised for any modification, which increases the total fair value of the share- based
payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not
yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and
designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a
modification of the original award, as described in the previous paragraph.
In April 2024 a number of share option awards vested which were settled through both the issue of shares and the payment of cash to
HMRC for the related taxes. In the interim accounts for the six-month period ended 30 June 2024, the cash tax payment was treated
as a “cash settled” share-based payment, and an expense of $2.3 million was recognised in other administrative expenses. As part of the
preparation of the year-end financial statements, it was identified that as Afentra had an obligation (rather than a choice) to settle these
employment related taxes in cash, IFRS 2.33 requires that the transaction is classified in its entirety as an equity-settled share-based
payment transaction. Accordingly, in the full year results this transaction has been recognised within equity, as $2.3 million directly to
retained earnings. In the interim accounts for the period to 30 June 2025, the profit after tax for 30 June 2024 comparative period will
be restated from the previously disclosed $22.2 million to $24.5 million to reflect this impact of this reclassification.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
26. RELATED PARTY TRANSACTIONS
Details of Directors’ remuneration, which comprise key management personnel, are provided below:
Group
Company
2024
$000
2023
$000
2024
$000
2023
$000
Short-term employee benefits
2,521
2,684
351
212
Defined contribution pension
128
120
-
-
Share-based payments
897
843
275
-
3,546
3,647
626
212
Further information on Directors’ remuneration is detailed in the Remuneration Committee Report, on pages 77 – 87. The
Executive Directors (three) exercised share options during the year.
The Company’s subsidiaries are listed in Note 12. The following table provides the balances which are outstanding with subsidiary
undertakings at the balance sheet date:
2024
$000
2023
$000
Amounts due from subsidiary undertakings
18,025
45,590
Amounts due to subsidiary undertakings
(27,517)
(27,540)
10,551
18,050
Amounts due from subsidiary undertakings are interest free apart from the amount receivable from Afentra (Angola) Limited
which earns interest at a rate equal to the relevant US Treasury Bill rate plus a margin of 0.5%. The average interest rate on the
loan to Afentra (Angola) Limited was 5.6% in 2024 (2023: 2.8%). During the year the Company recognised interest receivable
from Afentra (Angola) Limited of $0.79 million (2023: $0.64 million).
The Group and Company has no other disclosed related party transactions.
27. DERIVATIVE ASSETS AND LIABILITIES
2024
$000
2023
$000
Derivative assets
196
-
Derivative liabilities
(1,279)
-
The company manages its exposure to oil price risk through commodity price hedging. In 2024, Afentra hedged 70% of its sales
volumes through a combination of put options and collar structures. The hedge portfolio consisted of put options ranging included
$70 to $80 per barrel covering 70% of sales volumes and call option of $90 per barrel covering 29% of sales volumes.
28. COMMITMENTS
The Parent Company has provided a guarantee over the debt of Afentra (Angola) Limited and letters of support to Afentra (UK)
Limited, Afentra (Onshore Developments) Limited, Afentra (Offshore Developments) Limited, Afentra (East Africa) Limited, and
Afentra Holdings Limited.
29. RESTATEMENT OF DECOMMISSIONING PROVISION AND ASSOCIATED PRE-FUNDING ASSET
We have restated the Group’s balance sheet to reflect a change in our accounting for the pre-funded liability to settle the future
decommissioning obligation associated with Block 3/05, and the treatment of joint venture receivable and payable balances.
As of 31 December 2023, the pre-funding asset was presented as a non-current asset to be recovered from the Concessionaire
and the decommissioning liability as a non-current liability on the balance sheet. Following investigation, independent and
authoritative information was obtained during the second half of 2024 that provided certainty that the contractual position was
that the contractor group would be discharged of its obligation to decommission the field should the pre-funding not be made
available when due. The information received during 2024 confirmed the legal position at 31 December 2023, namely that the
Group will not be liable for the decommissioning costs if the funds are not made available when due, and accordingly we have
restated the 2023 balance sheet in line with the requirements of IFRIC 5 IAS 37, and the measurement of the decommissioning
liability, including our evaluation of any future outflows, has been reduced by the amount already pre-funded by the contractor
group. The decommissioning liability and the associated pre-funding asset were initially recognised during 2023 and that is the
earliest period impacted.
Notes to the financial statements continued
Year ended 31 December 2024
142
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Overview
Corporate Governance
Group Accounts
Afentra plc Annual Report and Financial Statements 2024
Afentra plc Annual Report and Financial Statements 2024
As of 31 December 2023, the Group’s $7 million share of the Block 3/05 joint venture receivable balance was offset against
the payables position as it was anticipated that it would be settled net of the larger joint venture payable balance. Following
investigation, information was obtained during the second half of 2024 that confirmed that the contacting group did not have the
legal right to offset these separate receivable and payable balances. Consequently, we have restated the 2023 balance sheet.
There is a consequential impact on the 2023 consolidated statement of cash flows, and the movement in the respective working
capital balances has also been restated. There is no impact on the 2023 profit or equity position.
As of 31 December 2023, oil inventory was recorded at $9.7 million based on the Group’s working interest share of 18% of the oil
in the storage vessel as opposed to $12.8 million on an entitlement basis which reflects the volume of oil inventory the Group is
entitled to lift based on a cumulative entitlement to production. The difference had been treated as an “underlift receivable” of
$3.1 million. This has been revisited during 2024, and our approach revised to record inventory on an entitlement basis to reflect
the Group’s contractual right to oil inventory. Consequently, we have restated the 2023 balance sheet by $3.1 million with a
corresponding adjustment to trade and other receivables. There is a consequential impact on the 2023 consolidated statement
of cash flows, and the movement in the respective working capital balances has also been restated. There is no impact on the
2023 profit or equity position.
The table below highlights the impact of the restatement on the 31 December 2023 and 30 June 2024 consolidated statements
of financial position (there is no impact to the Statement of Comprehensive Income):
31 December 2023
30 June 2024
Financial statement
line item affected:
As
previously
reported
$000
Impact of
restatement
$000
Restated
$000
As
previously
reported
$000
Impact of
restatement
$000
Restated
$000
Inventories
13,441
3,123
16,564
15,697
8,600
24,297
Trade and other receivables
3,640
3,966
7,606
46,443
4,993
51,436
Total current assets
36,660
7,089
43,749
75,958
13,593
89,551
Other non-current assets
(Decommissioning fund)
76,973
(76,973)
-
130,882
(130,882)
-
Total non-current assets
173,971
(76,973)
96,998
269,164
(130,882)
138,282
Total assets
210,631
(69,884)
140,747
345,122
(117,289)
227,833
Trade and other payables
27,307
7,089
34,396
54,941
13,593
68,534
Total current liabilities
38,835
7,089
45,924
96,964
13,593
110,557
Provisions
77,010
(76,973)
37
130,919
(130,882)
37
Total non-current liabilities
123,824
(76,973)
46,851
178,087
(130,882)
47,205
Total liabilities
162,659
(69,884)
92,775
275,051
(117,289)
157,762
Total equity and liabilities
210,631
(69,884)
140,747
345,122
(117,289)
227,833
Contingencies
The latest approved estimate of the total cost for the contractor group to abandon the field at the end of the contract period in 2040
is $574 million (Afentra’s share is $172 million), of which $554 million (Afentra’s share is $166 million) has been pre-funded by the
contractor group. The amounts pre-funded were deposited between 2004 and 2012 and substantially did not accrue interest on
consequence of the manner in which they were held. The funds were deposited with the Concessionaire and will not be released to
the contractor group until required for the purposes of abandoning the field.
On the basis that we consider that the contractor group will be discharged of its obligation to decommission, we do not forecast any
further expenditure occurring over and above that which has been pre-funded ($554 million gross). We have therefore accounted for
any future possible expenditure as a contingent liability as, while not considered probable, there remains a remote possibility of any
future increase to the estimated cost to abandon the field or any unfunded balance being called by the Concessionaire. Commercial
sensitivities associated with any future increase in the cost to decommission the field and interest accrued precluded a range of
potential estimates being disclosed.
30. SUBSEQUENT EVENTS
Subsequent to the Balance Sheet date of 31 December 2024, the following business deliverables occurred:
• During Q1 2025, the Group made contingent consideration payments of $3.5 million, $1.2 million, and $0.9 million to
Sonangol, INA, and Azule respectively.
• On 28 March 2025, the Group made a scheduled redetermination payment on its RBL facility of $7.9 million comprised of
$5.3 million debt principal and $2.6 million accrued interest.
• On 19 February 2025, Afentra provided an update on its latest Competent Person’s Report (CPR) for Block 3/05. As of 31
December 2024, total net 2P working interest reserves stand at 34.2 million barrels of oil (mmbo), (gross 114 mmbo). Since
the previous CPR in June 2023, gross production of approximately 11 mmbo was offset by a gross increase in reserves of 15.4
mmbo resulting in a reserve replacement ratio of 140% over the 18-month period. Contingent resources on Block 3/05 have
also increased since the last CPR with net working interest 2C resources of 13.8 mmbo (gross 46 mmbo).
• On 24 February 2025, Afentra announced the formal approval by Presidential Decree of the onshore licence KON15, the
formal signing of the contract occurred on 7 April 2025. Under the terms of the KON15 award, Afentra has secured a 45%
non-operating interest in the block, alongside Sonangol who will be block operator.
Notes to the financial statements continued
Year ended 31 December 2024
144
145
Afentra plc Annual Report and Financial Statements 2024
Afentra plc Annual Report and Financial Statements 2024
$
US dollars
2D
Two dimensional
2C
Denotes best estimate of Contingent Resources
2P
Denotes the best estimate of Reserves. The sum of Proved plus Probable Reserves
AIM
AIM, a SME Growth market of the London Stock Exchange
AGM
Annual General Meeting
ALNG
The Angola LNG project
ANPG
Agência Nacional de Petróleo, Gás e Biocombustíveis (holder of the mining rights of
Exploration, Development and Production of liquid and gaseous hydrocarbons in Angola)
Articles
The Articles of Association of the Company
Block 3/05
The contract area described in and covered by the Block 3/05 PSA
Block 3/05A
The contract area described in the Block 3/05A PSA
Block 23
The contract area described in and covered by the Block 23 PSA
Board
The Board of Directors of the Company
bbls
Barrels of oil (‘k-’ / ‘mm-’ / ‘bn-’ for thousand / million / billion)
Bopd
Barrels of oil per day (‘k-’ / ‘mm-’ for thousand / million)
Bwpd
Barrels water injection per day
CCRA
Climate Change Risk Assessment
CODM
Chief operating decision maker
Companies Act or Companies Act
The Companies Act 2006, as amended 2006
Company
Afentra plc
CPR
Competent Persons Report
D&P
Development and production assets
DSRA
Debt service reserve account
Directors
The Directors of the Company
ECL
Expected credit loss
E&E
Exploration and evaluation assets
EDLPTIP
Executive Director Long-term Incentive Plan
E&P
Exploration and production
EPS/LPS
Earnings/loss per share
EBITDAX (Adjusted)
Earnings before interest, taxation, depreciation, total depletion and amortisation,
impairment and expected credit loss allowances, share-based payments, provisions,
and pre-licence expenditure
EITI
Extractive Industries Transparency Initiative
Entitlement Reserves
Entitlement production/reserves refers to the share of oil/gas that a company is
entitled to receive based on fiscal and contractual agreements governing the specific asset.
EOR
Enhanced Oil Recovery
ERCe
ERC Equipoise Limited (author of the Competent Person’s Report)
ESP
Electrical Submersible Pumps
Farm-in & farm-out
A transaction under which one party (farm-out party) transfers part of its interest to a
contract to another party (farm-in party) in exchange for a consideration which may
comprise the obligation to pay for some of the farm-out party costs relating to the
contract and a cash sum for past costs incurred by the farm-out party
FID
Final investment decision
FSO
Floating storage and offloading
FSP
Founders’ Share Plan
G&A
General and administrative
GBP
Pounds sterling
G&G
Geological and geophysical
Genel Energy
Genel Energy Somaliland Limited
GHG
Greenhouse gases
GOR
Gas Oil Ratio
Group
The Company and its subsidiary undertakings
H&S
Health and Safety
HSSE
Health, Safety, Security and Environment
Hydrocarbons
Organic compounds of carbon and hydrogen
IAS
International Accounting Standards
IFRS
International Financial Reporting Standards
INA
INA-Indstrija Nafte d.d
IOC
International oil company
IPCC
Intergovernmental Panel on Climate Change
JV
Joint venture
JOA
Joint operating agreement
k
Thousands
km
Kilometre(s)
km2
Square kilometre(s)
KPIs
Key performance indicators
Lead
Indication of a potential exploration prospect
Lifex
Life extension capex
LNG
Liquefied Natural Gas
LSE
London Stock Exchange Plc
LTI
Lost time Injury
LTIP
Long-term incentive plan
LWI
Light Well Intervention
M&A
Mergers and acquisitions
m
Metre(s)
MVO
Market Value Options
NEDP
Non-Executive Director Option plan
NFA
No Further Activity - forecast without new Capex invested
NOCs
National oil company
O&G
Oil and gas
OECD
Organisation for Economic Cooperation and Development
Op.
Operator
Opex
Operating expenditure
Opex/bbl
Gross operating cost / Gross production
Ordinary Shares
ordinary shares of 10 pence each
Definitions and glossary of terms
146
147
Afentra plc Annual Report and Financial Statements 2024
Afentra plc Annual Report and Financial Statements 2024
Nominated Advisor and
Joint Corporate Broker
Stifel Nicolaus Europe Limited
150 Cheapside
London
EC2V 6ET
Joint Corporate Broker
Tennyson Securities
65 Petty France
London
SW1H 9EU
Financial PR
Burson Buchanan Limited
107 Cheapside
London
EC2V 6DN
Corporate Bankers
The Royal Bank of Scotland Plc
1 Albyn Place
Aberdeen
AB10 1BR
Legal
Pinsent Masons LLP
30 Crown Place
Earl Street
London
EC2A 4ES
PLMJ Advogados, SP, RL
Av. Fontes Pereira de Melo, 43
1050-119
Lisboa
Portugal
Auditors
BDO LLP
55 Baker Street
London
W1U 7EU
Registrars
Link Group
10th Floor Central Square
29 Wellington Street
Leeds
LS1 4DL
Registered Office
10 St. Bride Street
London
EC4A 4AD
www.afentraplc.com
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Petroleum
Oil, gas, condensate and natural gas liquids
Petrosoma
Petrosoma Limited (JV partner in Somaliland)
Plc
Public limited company
Prospect
An area of exploration in which hydrocarbons have been predicted to exist in economic
quantity. A group of prospects of a similar nature constitutes a play.
PSA
Production sharing agreement
QCA Code
QCA (Quoted Companies Alliance) Corporate Governance Code 2023
RBL
Reserve-Based Lending
Reserves
Reserves are those quantities of petroleum anticipated to be commercially recoverable
by application of development projects to known accumulations from a given date
forward under defined conditions. Reserves must satisfy four criteria; they must
be discovered, recoverable, commercial and remaining based on the development
projects applied. Reserves are further categorised in accordance with the level
of certainty associated with the estimates and may be sub-classified based on project
maturity and/or characterised by development and production status
RTO
Reverse takeover (pursuant to Rule 14 of the AIM Rules)
SPA
Sale and Purchase Agreements
Seismic
Data, obtained using a sound source and receiver, that is processed to provide a
representation of a vertical cross-section through the subsurface layers
SOFR
Secured Overnight Financing Rate
Shares
10p ordinary shares
Shareholders
Ordinary shareholders of 10p each in the Company
Subsidiary
A subsidiary undertaking as defined in the 2006 Act
Sonangol
Sonangol Pesquisa e Producao S.A.
Sonangol EP
Sociedade Nacional de Combustíveis de Angola, Empresa Pública
TCFD
Task force on Climate-related Financial Disclosure
Third and Fourth Period
Exploration terms: Third Period is to May 2025 with a work commitment of 500 km
2D seismic acquisition; Fourth Period is to October 2026 with a work commitment of
1,000 km 2D seismic acquisition and one exploration well
Trafigura
Trafigura PTE
TRIF
Total Recordable Incident Frequency
TSR
Total Shareholder Return
United Kingdom or UK
The United Kingdom of Great Britain and Northern Ireland
Working Interest or WI
A Company’s equity interest in a project before reduction for royalties or production
share owed to others under the applicable fiscal terms
ZRF
Zero Routine Flaring
Definitions and glossary of terms continued
Professional advisors
Afentra plc Annual Report and Financial Statements 2024
Afentra plc
10 St. Bride Street
London
EC4A 4AD
+44 (0)20 7405 4133
info@afentraplc.com
www.afentraplc.com
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