An independent
oil and gas company
Annual Report 2021
Corporate statement
San Leon Energy plc (“San Leon” or the “Company”) is a publicly listed
energy company focused on Nigeria. The Company currently holds
a 10.58% initial indirect economic interest in Oil Mining Lease 18
(“OML 18”), a producing asset located onshore Nigeria; and a 13.32%*
interest in Energy Link Infrastructure (Malta) Ltd (“ELI”).
In June 2021, the Company announced the proposed Midwestern
Reorganisation and further ELI transactions which are described in full in
the Admission Document published on 8 July 2022. The transactions are
expected to complete in Q4 2022 (subject to regulatory consent), and will
position the Company to become a leading independent production and
exploration company focused on Nigeria and West Africa.
*At 31 December 2021, SLE held a 10% equity interest with an additional 1.323% that was still subject to certain conditions
being met. A further 2% of the ELI issued share capital was acquired post year-end subject to the same conditions as outlined
in Note 31. Total interest held at 8 July 2022 date was 13.323%.
Overview
1
Corporate and financial highlights
2
Operational highlights
3
San Leon at a glance
4
Our strategy
5
Overview / Corporate structure
Strategic report
6
Chairman’s statement
8
Four expected cash flow sources
10
Chief Executive’s statement
Corporate governance
14
Board of Directors
16
Corporate governance statement
25
Audit and Risk Committee report
27
Remuneration Committee report
30
Nomination Committee report
31
Health and Safety Committee report
32
Directors’ report
39
Corporate Responsibility
44
Statement of Director’s responsibilities
Financial statements
46
Independent Auditor’s report
52
Consolidated income statement
53
Consolidated statement of other comprehensive income
54
Consolidated statement of changes in equity
56
Consolidated statement of financial position
57
Consolidated statement of cash flows
58
Notes to the financial statements
108 Company statement of financial position
109 Company statement of changes in equity
110 Company statement of cash flows
111 Notes to the Company financial statements
Other information
133 Alternative performance measures
134 Corporate information
135 Glossary
136 Conversion
Overview
Strategic report
Corporate governance
Financial Statements
Other information
SAN LEON ANNUAL REPORT 2021 1
Corporate and financial highlights
Corporate
• Negotiated and announced on 24 June 2021 the proposed Midwestern Reorganisation, which is
described in full in the Admission Document, published today.
• In March 2021 completed the migration of the electronic holding and settlement of the Company’s
shares from the CREST system to the Euroclear Bank.
• On 24 June 2021 announced the conditional purchase from Walstrand (Malta) Ltd of 1.323% of
ELI shares for US$2 million, together with an option to purchase a further 4.302% in ELI for an
additional US$6.5 million.
• On 7 July 2021 announced conditional payment waivers (subsequently extended) regarding the
approximately US$99.3 million (par value (page 133)) of payments due from Midwestern Leon Petroleum
Limited (“MLPL”) to San Leon during the second half of 2021, since the repayable amounts form part
of the proposed Midwestern Reorganisation. Payment waivers remain in place at the date of this report
pending completion of the transactions.
• In January 2022, the Company announced that some of its subsidiaries had successfully concluded their
ongoing legal proceedings with TAQA Offshore BV (“TAQA”) in relation to San Leon’s legacy interests in
two royalties on Block Q13A , which is located offshore the Netherlands (the “Amstel Oil Field”). Payments
totalling more than €5.9 million for royalties receivable up to November 2021 including a payment in
respect of its legal costs, have been received in 2022. From December 2021, the royalties will continue
to be payable in accordance with the terms and conditions of the Royalty Agreements, and payments
and are not expected to be material.
• The Company announced on 31 January 2022 that Brandon Hill Capital was no longer acting as
its Joint Broker.
• On 15 February 2022, The Company announced a further loan of US$2 million to ELI, also enabling the
Company to purchase a further 2% shareholding of ELI for a nominal sum.
• In February 2022, the Company completed its US$5.5 million investment in Decklar Petroleum Limited
(“Decklar”), related to the Oza field onshore Nigeria, repayable to the Company as a loan through a cash
sweep. The Company also holds 11% equity stake in Decklar. The Company has an option to increase its
equity interest to 15% by providing an additional loan of US$2.5 million on similar terms.
• Board appointment process previously announced completed with appointment of John Brown as
Independent Non-Executive Director and Chair of the Audit and Risk Committee. Alan Campbell resigned
from the Board in 2021 as part of a board restructure. Lisa Mitchell left the Company as CFO and
Executive Director in October 2021, and Julian Tedder was appointed as CFO and Executive Director in
December 2021.
Financial
• We note the uncertainty set out in Note 1 to the financial statements which is mitigated by the
transaction announced today. Cash and cash equivalents as at 31 December 2021 of US$7.6 million
(includes US$6.8 million restricted and held in escrow for the Oza transaction) (31 December 2020:
US$18.5 million including US$6.8 million restricted and held in escrow for the Oza transaction).
• In 2021, US$2.2 million (31 December 2020: US$46.5 million) in principal and interest payments has been
received under the MLPL Loan Notes.
• Outstanding amounts due under the MLPL Loan Notes are now approximately US$105.6 million
(par value (page 133)), which are subject to current repayment waivers pending the completion
of the proposed Midwestern Reorganisation, and would be extinguished as part of the consideration
if the transaction were to complete.
Operational highlights
2 SAN LEON ANNUAL REPORT 2021
Operational
An update on OML 18 activity during 2021 is provided below:
• Oil delivered to the Bonny terminal for sales was approximately 4,400 barrels of oil per day (“bopd”) in 2021
(21,100 bopd in 2020) and has been affected by combined losses and downtime of approximately 79%.
The 2021 figure has also been affected by OPEC oil production quota restrictions, and some Covid-related
delays. Field operations to boost production were largely put on hold, pending the start-up of the ACOES
barging system. Together, the losses, downtime, OPEC restrictions and Covid-related delays have caused
the majority of the difference between gross production when there is minimal disruption to production,
and oil is received at Bonny terminal for sales.
• Gas sales averaged 29.6 million standard cubic feet per day (“mmscf/d”) in 2021 after downtime
(32.7 mmscf/d in 2020).
• Production downtime of 9% in 2021 was caused by third party terminal and gathering system issues. This
relates to days when oil production was entirely shut down at OML 18. Historical issues in the third-party
export system are expected to be substantially resolved by the implementation of the new ACOES for the
purpose of transporting, storing and evacuating crude oil from OML 18 export Pipeline. The pipeline will run
from within the OML 18 acreage to a dedicated FSO vessel in the open sea, approximately 50 kilometres
offshore. Barging of oil from OML 18 to the FSO is expected to commence in July 2022, with trials already
having been completed. Expected timing for the completion of the pipeline component of ACOES is late
2022. See ELI update below.
• Pipeline losses by the Bonny Terminal operator have increased markedly over the past year (31 December
2021: 70%; 31 December 2020: 28%), largely due to lower pipeline throughput as a result of OPEC quota
restrictions and Covid-related issues. In the medium term, the ACOES is expected to reduce losses significantly.
• Eroton has taken all appropriate precautions for its operations and people, with regards to Covid-19.
An update on ELI is provided below:
• Whilst there have been some delays to ACOES principally due to Covid, barging operations from OML 18
to the ELI Akaso FSO are now expected by ELI to commence during July 2022.
• ELI is in advanced negotiations with other third-party injectors for use of its pipeline and terminalling facilities.
• Construction of the pipeline continues to progress and hook up with ELI Akaso is expected to take place
in late 2022.
Outlook for 2022
• Barging operations from OML 18 to the FSO to commence.
• Completion of the proposed transactions with Midwestern and ELI.
• The commissioning of the ACOES pipeline.
• Restarting of field operations on OML 18.
• Export of oil from Oza.
• Continuing to position the Company for further transactions.
GTS 4
Gas Line
Port
Harcourt
Proposed FSO location
Bonny
Terminal
OML18
OML 11
OML 2006
OML 2006
OML 23
OPL 2005
OML 55
OML 55
OML 55
OML 141
OML 55
OML 24
OML 25
OPL 278
OML 52
OML 74
OML 467
OML 72
Ke
Asaramatoru
Buguma
Creek
Port Harcourt
Oil Refinery
Port Harcourt
Oil Refinery
N’tore
Chemicals
N’tore
Chemicals
Asaritoru
Awoba
Krakama
Krakama
East
Akaso
Cawthorne
Channel
Eastern Gas
Gathering
System
(EGGS-1)
Eastern Gas
Gathering
System
(EGGS-1)
Bille
Orubiri
Ebubu
Apara
Ajokpori
Onne
Dawes
Island
Dawes
Island
Alakiri
East
Hughes
Channel
Alakiri
Jokka
Idama
Nembe
Creek
Trunk Line
(NCTL)
Nembe
Creek
Trunk Line
(NCTL)
Nembe
Creek
Trunk Line
(NCTL)
GTS 4
Gas Line
GTS 4
Gas Line
1. Bonny Oil
Terminal (Shell)
3. MPN Bonny
River Terminal
(Exxon Mobil)
Greater Port
Harcourt Swamp
Line (GPHSL)
BUGUMA
DEGEMA
YELLOW
ISLAND
OGONI
Bonny
Island
1
2
3
2. NLNG Bonny
LNG Terminal
Manifold
Oil Export Line
Gas Export Line
Main field Tie-in Lines
Flow Station
San Leon at a glance
Considerable development and exploration potential
exists across OML 18, an asset which is larger than Bahrain
Other assets
Ireland (Offshore) – Barryroe
San Leon holds a 4.5% Net Profit Interest
(“NPI”) on the Barryroe oil field which is
located in Standard Exploration Licence
1 / 11 in the North Celtic Sea, offshore
Ireland. The field has had six
hydrocarbon bearing wells successfully
drilled on the structure. Providence
Resources plc (the operator of Barryroe)
announced in February 2022 that it
continued to seek approvals from the
relevant government department to
pursue further drilling on the Barryroe
licence (SEL 1/11) during 2023.
Providence also published summary
results from a CPR on the asset.
Material Assets in Nigeria
10.58% Initial Indirect Economic
Interest in OML 18
The 2022 Competent Persons Report
(“CPR”) by Petrovision Energy Services
(“Petrovision”) illustrates the scale of the
reserves applicable to OML 18 partners.
A summary is provided in the table
opposite. The Company’s current 10.58%
initial indirect interest would increase to
44.1% if the proposed transaction with
Midwestern were to complete.
Contingent resources and considerable
exploration potential also exist across
this asset which is larger than Bahrain.
Further details regarding San Leon’s
investment in OML 18 can be found in
Notes 13 and 15 of the Financial
Statements and in the 2022 AIM
admission document in the investors
section of the Company’s website.
13.32% equity investment in Energy
Link Infrastructure (Malta)
The Company also has a 13.32% equity
interest in Energy Link Infrastructure
(Malta) (“ELI”) – a company which owns
the ACOES project. The ACOES is being
constructed to provide a dedicated oil
export route from the OML 18 asset,
comprising a new pipeline from OML 18
and a floating storage and offloading
vessel (“FSO”). Barging to the FSO is
expected by ELI to commence during
July 2022, and the system is expected
by Eroton to reduce the downtime
and allocated pipeline losses
currently associated with the Nembe
Creek Trunk Line (“NCTL”), to below
10%. In addition, it is anticipated that
the ACOES project will improve overall
well uptime. Commissioning of the
pipeline component of ACOES is
expected at the end of 2022, and
would increase the throughput capacity
of oil from OML 18 relative to the
current barging.
The Board believes that the ACOES
project will have a significant effect on
the operation of OML 18, primarily
through the reduction of downtime and
losses associated with the existing
export route. ELI, through its Nigerian
subsidiary, will earn fees for transporting
and storing crude oil from OML 18 and
potential third parties. As a shareholder
in ELI, San Leon stands to benefit from
what the Board considers could be a
very profitable operation in the medium
to long term. As part of the proposed
transaction, the Company would
increase its equity position in ELI to
c.50%, and hold loan receivables of
approximately US 50 million.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
SAN LEON ANNUAL REPORT 2021 3
N
I
G
E
R
I
A
NIGER
CHAD
BENIN
CAMEROON
GABON
EQUATORIAL
GUINEA
Lagos
Port
Harcourt
Bonny
Terminal
Abuja
NI
G
E
R
D
E
L
T
A
200km
0
N
OML 18
^ million stock tank barrels of oil. * billion standard cubic feet of gas.
OML 18
Gross technical reserves before economic cut-off
1P
2P
3P
Oil + Condensate (mmstb^)
416 (from 389) 603 (from 576) 852 (from 777)
Gas (bscf*)
2,269
(from 3,119)
3,391
(from 3,213)
5,470
(from 5,080)
Our strategy
The Company’s strategy is to become a leading independent
production and exploration company focused on West Africa
4 SAN LEON ANNUAL REPORT 2021
We are seeking to achieve this by using our technical and
operational expertise in securing production and near-term
operating cash flow which will yield value to our shareholders
whilst continuing to forge close links with governments,
partners and the local communities that we operate in.
The proposed transaction with Midwestern would enable
us to increase our involvement in OML 18 and the ACOES
project, as well as substantially increasing progressing the
materiality of our holdings.
55%
NNPC
1.8%
Bilton
27%
Eroton
Martwestern
MLPL
16.2%
2.34%
55%
Bilton
16.2%
Sahara
Governed by JOA
Direct interest in OML 18
98%
100%
15.88%
10.58%*
Midwestern
40%
60%
2%
Initial economic interest in OML 18
The parties in the OML 18
shareholding structure are
described below.
NNPC: Nigerian National Petroleum
Corporation is the state oil corporation
of Nigeria.
Eroton: Eroton Exploration and
Production Company Limited is the
current operator that completed the
purchase of 45% of OML 18 for US$1.1
billion from Shell, Total and ENI in March
2015. Following a farm out to Sahara
and Bilton (see below), Eroton now holds
a 27% interest in the licence.
Sahara: Sahara Field Production Limited
is a Nigerian privately-owned integrated
oil & gas company – part of a power and
energy conglomerate established in 1996.
Effective 16.2% stake was part of Eroton’s
original 45% purchase.
Bilton: Bilton Energy Limited is an
indigenous company whose entry costs
into OML 18 were carried by certain
partners. Bilton has a 1.8% direct
interest in OML 18 and also has a 50%
shareholding in Eroton (2% initial
economic interest)..
Martwestern: Martwestern Energy
Limited is a Nigerian company
100%-owned by Midwestern Leon
Petroleum Limited (“MLPL”). Martwestern
owns 50% of Eroton (98% initial economic
interest) ( (Bilton owns the remaining 50%).
MLPL: Midwestern Leon Petroleum
Limited, a Mauritian-incorporated special
purpose vehicle, holding the combined
OML 18 interest of both San Leon and
Midwestern Oil & Gas Company Limited,
through Martwestern.
Midwestern: Midwestern Oil and Gas
Company Limited is a Nigerian company
awarded operatorship of Umusadege
Marginal Field located in OML 56, Nigeria,
in 2003, increasing production from
3,000 to a typical rate of ~20,000 bopd.
* After various financial and production hurdles
are met, San Leon’s indirect economic interest
in OML 18 reduces to 5.4%.
Overview
San Leon holds an initial indirect 10.58% economic interest
in OML 18* (prior to the proposed completion of the transaction
with Midwestern)
Overview
Strategic report
Corporate governance
Financial Statements
Other information
SAN LEON ANNUAL REPORT 2021 5
shareholders whilst continuing to forge
close links with governments, partners
and the local communities that it
operates in; and
• Continue to position the Company for
further transactions.
The Company’s financial position also
enabled it to increase its stake in ELI
during 2021 and early 2022 to 13.323%
with a loan note receivable of US$17
million (par value), and during 2021 and
early 2022 to complete an investment of
US$5.5 million in Decklar (related to the
Oza field).The Company has an option
to invest a further US$2.5 million in
Decklar by the end of June 2022. Decklar
performed a workover and well testing
on the Oza-1 well during 2021, and
results are discussed in more detail in the
CEO’s report.
Last year I anticipated that the new oil
export system, ACOES, was expected to
be operational during H2 2021. While the
timing on this has slipped, I am pleased
to report that barging operations to the
FSO are expected by ELI to commence
during 2022, and that ELI expects to have
the pipeline completed to the FSO at the
end of 2022.
As discussed in my statement last year,
the issues with NCTL export system,
Covid-19 delays, infield operational
deferrals, and increased production
downtime have continued to affect
production during 2021 and have some
natural delay in achieving future
production increases from new well
drilling. Alongside the revival in oil prices,
and with ACOES becoming operational,
I expect Eroton to start to examine
restarting well operations with an aim to
boosting production on what we consider
to be a world-class asset.
Chairman’s statement
interest in ELI would increase to
approximately 50%, as well as having
approximately US$50 million of loan
notes receivable from ELI. The
transaction is also expected to have the
following benefits:
• Increasing the Company’s economic
interest in ELI will complement the
Company’s proposed 100% interest in
MLPL, as the ACOES project is being
constructed to provide a dedicated oil
export route from OML 18 and
therefore for the benefit of MLPL,
including the expected reduction of
pipeline losses and increasing the
uptime of export;
• San Leon’s larger presence by virtue
of its activities, resources and
commitments, will pave the way for
the Company to become a significant
market participant in Nigeria, thereby
better positioning the Company to
deliver value for shareholders; and
• Increasing the Company’s technical
and management involvement in the
OML 18 asset, serving to help optimise
the development of the asset. This will
be formalised through an Asset
Management Agreement.
Each of these benefits will contribute
to the Company’s main objectives which
are to:
• Use the Company’s interest in OML 18
as a platform to become a leading
independent production and
exploration company focused on
Nigeria and West Africa – by securing
and developing further high potential
asset opportunities that yield value
for shareholders;
• Use the Company’s technical and
operational expertise in securing
production and near-term operating
cash flow which will yield value to
The Company was proud to announce
in June 2021 the proposed transaction
to increase its position in OML 18 and
ELI significantly, and today we have
published the Admission Document
in this respect. I view the proposal as
a milestone in San Leon’s growth
aspirations, and an integral part of
our strategy.
The proposed transaction
San Leon is committed to the long-term
development of its Nigerian assets, with a
focus of delivering value to Shareholders.
This is driven by its technical expertise
and operational capabilities, secured by
the close links it forges with governments,
joint venture partners and the local
communities in which it operates.
The MLPL Reorganisation and the ELI
Reorganisation together with the Further
ELI Investments would result in San
Leon’s initial indirect interest in OML 18
increasing from 10.58% to 44.1%, while
the MLPL Loan Notes would fall away.
In additional transactions, the Company’s
6 SAN LEON ANNUAL REPORT 2021
Whilst the Covid-19 pandemic continued to provide industry
challenges during 2021, the recovery in oil price during the year
and since, has enabled the Company to approach its portfolio
with increased confidence. As a result, San Leon has proposed
a major scaling up of its interests in OML 18 and ELI.
During May, John Brown joined the
Board on as an independent
Non-Executive Director. Mr Brown has
more than 20 years of international
experience in oil and gas and related
industries, including over nine years of
experience with operations in West
Africa. He is a Chartered Accountant
(ICAS) and was Chief Financial Officer or
Group Finance Director for numerous
UK listed companies within the oil
and gas sector including Gulf Marine
Services plc, Bowleven plc and
Pittencrieff Resources plc. Mr Brown
chairs the audit and risk committee and
is a member of the nomination and
remuneration committees.
During December 2021 Julian Tedder
was appointed as Chief Financial Officer
and Executive Director of the Company.
Julian is a Chartered Accountant and
previously served as Chief Financial
Officer of IGas Energy plc and General
Manager, Finance of Tullow Oil plc, ad
brings with him a wealth of finance and
industry experience.
I am delighted to welcome both to the
Company. I would also like to thank
Lisa Mitchell, who left the Company as
previous CFO, in November 2021, for all
of her contributions. I am also grateful to
Alan Campbell for all of his invaluable
work as a Director of the Company since
2016, and who stepped down from the
Board in May 2021. Alan has continued
as Company Secretary and has remained
a key part of the Company’s commercial
successes and business development.
After the reporting period, in January
2022, the Company announced that
Brandon Hill Capital was no longer acting
as Joint Broker.
In 2021, San Leon’s Board continued to
seek ways to improve its Environment,
Social and Governance (“ESG”) impact.
Covid-19 increased the challenges in
meeting objectives but the Company
was still very proud to deliver on several
initiatives during the course of 2021
in Nigeria including the provision of
educational support for disadvantaged
children, the building of two new schools
in Kogi State, and the provision of water
infrastructure to villages in Benue and
Kogi States. This was in addition to our
ongoing support of women-led small
enterprises and the supply of much
needed basic supplies such as food,
clothing and medical care to some highly
disadvantaged people.
As part of our ESG strategy, we will
continue ongoing engagement with all
stakeholders and governments to
ensure that we operate our business in
a way that is sustainable and benefits
the local communities in which we have
a presence.
With the improved oil price, the
proposed substantial increase in its
indirect equity stake in OML 18, the
proposed further investments in ELI, and
its position in Oza, we believe that San
Leon is well placed to continue to realise
value for shareholders from Nigeria. Our
technical and management expertise in
the industry, will be put to work more
than ever in these assets. As a result of
the near-term expected startup of
barging as part of ACOES, and
anticipated pipeline completion to
ACOES at the end of this year, we
anticipate short-term improvements
in OML 18 sales.
Our strategy continues to include the
delivery of sustainable long-term returns
to shareholders. We aim to achieve this
through a combination of returns to
shareholders and also growth in our
asset base.
I look forward with confidence to
updating shareholders on the
achievement of these aims.
Mutiu Sunmonu
Chairman
8 July 2022
West Africa, focusing on Nigeria, is where
San Leon’s activities and resources will
continue to be concentrated, and we
expect this focus to continue to deliver
value for shareholders.
Our increased investment in ELI, and the
further proposed increases, are expected
to yield attractive returns to the Company
from its loan plus equity components.
The Company still retains two
non-Nigerian, non-core interests. These
are the Durresi block offshore Albania,
for which the Company is seeking to
enter the Appraisal phase of the licence
and a farm out is being sought, and the
Company’s Net Profit Interest (“NPI”) in
the Barryroe field, offshore Ireland, where
the operator, Providence Resources plc,
continues to work on a funding solution
to progress development of the field.
The Company has nearly completed its
exit from Poland, with the small amount
of remaining activity being administrative.
The Company continues to hold certain
NPIs in relation to Polish licences.
Staff welfare is of utmost importance to
us and as such at San Leon Energy plc
we have also been working remotely
whenever possible since March 2020 as
previously mandated by the different
governments in the countries in which
we have a presence. All employees and
consultants have continued to be actively
engaged regardless of the home working
conditions. The Company has now
started to reduce the proportion of
home working, in line with general
industry practice.
As at 8 July 2022 San Leon had cash on
hand of US$0.2 million. The Midwestern
transactions will be transformational for
the Company and are expected to be
cash flow positive in the near term.
As part of the proposed transactions, the
Loan Notes would no longer be in place,
and the Company will instead utilise its
significantly increased portfolio of other
expected cash flow sources.
During 2021, the Company made two
Board appointments.
SAN LEON ANNUAL REPORT 2021 7
Overview
Strategic report
Corporate governance
Financial Statements
Other information
US$17 m
Increased its stake in ELI to 13.32% and
US$17 million receivable loan note
Four expected cash flow sources
Poised for strong cash flow generation from its equity
interests in MLPL and ELI and loan notes repayment from
ELI and Decklar
No dividend has been paid as yet by
MLPL. OML 18 cash flow has not been
as anticipated due to both operational
issues and the economic turmoil during
Covid-19 as well as the associated
volatility in oil price and impact on
planned well drilling and delays in the
ACOES project.
The majority of the 9% production
downtime in 2021 was caused by
problems in the third-party terminal and
gathering system. Underlying production
(production at the wellhead before
pipeline losses) from the assets was
approximately 4,400 bopd during 2021
before that downtime, affected both
by Covid-related issues but also due to
delaying field operations during such
a period of very high pipeline losses.
This downtime and losses issues are
being addressed by the planned
implementation of the new ACOES
export pipeline and FSO project, which is
due to be fully commissioned during late
2022, but whose interim barging
operations (awaiting the new pipeline)
are expected by ELI to commence
during July 2022. Reducing field
downtime is also expected to improve
overall well performance. This is due to
decreasing the time taken to bring all
wells back to normal production rates
again once the field is back operating.
Pipeline losses have been allocated to
all operators by the Bonny Terminal
operator. The 70% pipeline losses have
been a significant burden on net oil
sales. In future, the ACOES export
pipeline and FSO system mentioned
above will provide additional control.
Removing the above challenges will
enable greater capital allocation to
production growth and support future
dividends from Eroton to the
Company via its current initial indirect
10.58% economic interest in OML 18,
which would increase to 44.1% initial
indirect interest in OML 18 if the
proposed transaction with Midwestern
were to complete.
The future ability of MLPL to pay
dividends to its shareholders (including
to San Leon) will require future payments
of dividends by Eroton to Martwestern
and from Martwestern to MLPL, the
MLPL loan notes will be extinguished on
completion of the transaction.
Under the proposed transaction with
Midwestern, the existing MLPL Loan
Notes totalling approximately US$99.3
million (par value (page 133)) of principal
plus interest (accounted for as US$96.5
million at an annual 25% coupon under
IFRS) would be extinguished as part of
the consideration for the transactions
with Midwestern. In 2021 the Company
waived repayment of the MLPL loan
notes pending completion of the
transactions. Whilst there was a delay
in repayment and uncertainty in the
completion of the transactions, this has
resulted in an expected credit loss
provision of US$16.1 million at year end.
San Leon has significant loan receivables
from Energy Link Infrastructure (Malta)
Limited (“ELI”), the company which owns
the Alternative Crude Oil Evacuation
System (“ACOES”) project. There is
approximately US$17 million** principal
currently outstanding, and in the event
of the Midwestern and other transaction
completing, this is expected to become
approximately US$50 million. This loan
amount attracts a coupon at 14%, is
repayable quarterly. First payment was
due in H1 2021 but due to delays in the
ACOES project the first payment is now
expected in the coming months given
the commencement of barging
operations of the Floating Storage and
Offloading (“FSO”). Under the terms of
ELI’s senior debt facility, the lender has
a charge over all of the company’s assets
and, as further security, each shareholder
(including San Leon Energy) has pledged
their shares to the lender. The terms of
the pledge are that the shares cannot be
transferred or otherwise utilised without
the lender’s consent.
The Company completed its loan of
US$5.5 million to Decklar in February
2022 in relation to the Oza field and this
is repayable by a cash sweep mechanism.
Eroton is the Operator of OML 18 while
San Leon has a defined partner role
through its shareholding in MLPL.
San Leon provides technical support
to Eroton.
The Directors have assessed the
carrying value of the equity interest in
MLPL, considering the above issues
(Note 13), and have determined that it
is not impaired.
As a current 13.32% shareholder in ELI,
which would increase to approximately
50% in the event of the proposed
Midwestern transaction and other
transactions to complete, San Leon
stands to benefit from what the Board
considers can be a very profitable
operation in the medium to long term.
San Leon also acquired 11% equity
interest in Decklar in February 2022
relating to the Oza field.
San Leon can provide certain technical
services in relation to subsurface work
on OML 18, and this would be formalised
as a contract for US$0.5 million per
month if the proposed transaction with
Midwestern were to complete. The
Company recognised US$3 million in
revenue in respect of non-rig related
technical services provided to Eroton in
relation to wells already drilled.
Separately, the Company also has a
Master Services Agreement to provide
certain rig-related services to Eroton.
The Company’s 4.5% Net Profit Interest
in Barryroe oil field, offshore Ireland,
provides a zero-cost potential future
cash stream.
At year end, the fair value of the
Net Profit Interest has decreased to
US$4.3 million.
* Refer to Alternate Performance Measures on
page 133 for full reconciliation of IFRS numbers
and Alternative Performance Measures.
** US$17 million principal receivable relates to
US$15 million issued in 2020 and US$2 million
loan issued in 2022.
Loan notes repayment
and interest
Services revenue
Indirect equity interest
Barryroe net
profit interest
1
3
2
4
8 SAN LEON ANNUAL REPORT 2021
NEAR TERM
MEDIUM TERM
LONG TERM
Payment under Loan Notes structures.
Dividend payments as a consequence of holding
indirect economic interests in producing assets.
Income from the provision of subsurface technical services to
Eroton (the operator of OML 18) and/or provision of rig-based
drilling and workover (and associated) services, and production
services, under a Master Services Agreement (“MSA”) with Eroton.
4.5% Barryroe
Net Profit
Interest (through
potential income
or a potential
sale).
1
Loan
Notes
3
Services
2
Dividends
Cash generation, our current portfolio of potential
sources for cash flow is:
4
Net Profit
Interest
Overview
Strategic report
Corporate governance
Financial Statements
Other information
SAN LEON ANNUAL REPORT 2021 9
Chief Executive’s statement
operational delays; prudent reduced
operational expenditure and capital
expenditure spending as a result of
lower oil price; and also, OPEC
production quota restrictions. Gross oil
production, taking out the effect of NCTL
downtime, (but after reductions for
OPEC quota production restrictions),
was around 21,100 bopd. Sales oil,
including the effects of downtime and
allocated losses, and of OPEC quota
production restrictions, was around
4,400 bopd.
The proposed transaction is expected by
San Leon to enable it further to increase
its involvement with the subsurface
technical input into OML 18, and the
Company would have a paid contract to
do so. We continue to believe that OML
18 is a world class asset and one that we
look forward to developing further with
our partners.
Additions to our asset base
I am pleased that our Company was in
a position to enhance its portfolio of
assets within Nigeria during 2021, in
addition to the proposed OML 18
transaction. We had already started to
invest in ELI during 2020, and that was
augmented with a further US$4 million
of investment during 2021 and early
2022. As part of the proposed
transaction, we also intend to invest
another US$37.5 million to bring our
equity holding to approximately 50%,
and loan note receipts of US$50 million.
I expect ELI to be a value-adding and
San Leon has long believed in the ability
for OML 18 to generate value for its
shareholders, and 2021 saw the
opportunity for the Company to position
itself for a significant scaling up of its
interests there. Indeed, the company
has today published its Admission
Document, relating to that proposed
transaction. The Chairman’s Statement
outlines the benefits of the transaction
as anticipated by the Company, and the
impact this is expected by the Directors
to have upon cash flow and growth.
Eroton had a necessarily quiet year,
given the continued effects of the
Covid-19 pandemic, and operationally
the large losses of any oil export using
the NCTL. Eroton has been awaiting the
availability of the ACOES system, which it
expects to significantly reduce the
downtime and allocated production
losses currently associated with the
NCTL. In addition, it is anticipated that
the ACOES project will greatly improve
overall well uptime. ELI anticipates that
the FSO will be officially commissioned
and barging operations will begin from
OML 18 to the FSO during July 2022,
finally providing the new export route
for much of OML 18’s oil production.
It is anticipated that the pipeline
component of ACOES will be completed
at the end of 2022.
Both gross production at the wellhead
and sales oil volumes were lower than
expected. This was due to downtime;
allocated pipeline losses associated with
the use of the NCTL; Covid-related
10 SAN LEON ANNUAL REPORT 2021
2021 heralded the announcement of the intended scaling up of
the Company’s operations in Nigeria. Macroeconomic factors
eased during the year, paving the way for growth on OML 18.
SAN LEON ANNUAL REPORT 2021 11
Overview
Strategic report
Corporate governance
* Refer to Alternate Performance Measures on page 133 for full reconciliation of IFRS numbers and Alternative Performance Measures.
cash-generative asset, both in the near
term and for many years to come.
In February 2022, San Leon completed
US$5.5 million of its proposed US$7.5
million investment into Decklar during
2021 and in the first months of 2022,
given the 11% equity in Decklar, together
with US$5.5 million of loan notes
receivables. This transaction involves
Decklar, as Risk Service Provider to the
operator of the Oza field, performing
workover and new well drilling to
develop the reserves and contingent
resources on what is a proven producing
field with existing infrastructure. Under
the terms of the financing, SLE have
rights to a cash sweep until the loan
coupon is repaid. During 2021, Decklar
performed the anticipated workover on
the Oza-1 well, and successfully flow
tested all three target zones. The well
has been configured to flow from the
uppermost zone, and export of oil
produced during the well testing recently
began. The Company now has the
option to invest a further US$2.5 million
to increase its equity holding in Decklar
to 15%, and to receive an additional
US$2.5 million in loan note receivables
with a cash sweep. The option to
purchase an additional 15% equity has
been relinquished.
Cash flow
The Company has a number of
anticipated sources of cash flow, as it
builds its portfolio in line with its stated
strategy. As of 31 December 2021, cash
receipts totalling US$198 million have
come from the repayment of MLPL
Loan Notes, including interest. The
outstanding balance payable as of
24 June 2022 is US$105.6 million* at
par value (US$102.2 million under IFRS),
which continues to accrue interest.
Final payment of the MLPL Loan Notes
was anticipated by the end of 2021,
however due to issues around Covid-19,
volatility in the oil price and demand as
well as short-term production issues on
OML 18, the Company believes this date
is unlikely to be met. The Company is still
confident in receiving all repayments
and late payment interest, however in
line with our accounting policy we have
recognised a credit impairment to reflect
the uncertainty around timing of
repayments. The anticipated transaction
described in the Admission Document,
would result in the ending of the existing
MLPL Loan Notes. Future anticipated
cash flow is from loan notes receipts
from ELI, dividends from equity holdings
in ELI, dividends from Eroton via MLPL
(once OML 18 is generating sufficient
free cash flow), loan repayments from
Decklar (in relation to the Oza field), and
equity income from Oza.
ESG
As discussed in the Chairman’s
statement ESG is an area of increasing
importance. This is an area in which
San Leon is committed to meeting high
standards of ESG practices across all
aspects of the business. The Company is
committed to the countries in which it
operates and is dedicated to promoting
sustainable growth as well as providing
support to local communities in Nigeria.
The Company firmly believes that by
providing the younger generation with
the valuable skills and education needed
to succeed, the whole country will
benefit from growth and prosperity.
In 2021 we continued to support health
and education in the communities in
which we operate and delivered many
sustainable projects that have a direct
and positive impact on the environment.
Dematerialisation of Company
Shares by 1 January 2023
The company would like to remind
shareholders that the impending EU
wide dematerialisation of shares is an
upcoming event, which will effectively
mean, based on current expectations,
that share certificates will no longer be
accepted as prima facie evidence of
ownership from 1 January 2023.
As noted in our circular dated 6 January
2021, pursuant to EU regulations
requiring dematerialisation (which
means that shares will be registered in
book entry form, without share
certificates), Irish registered listed public
companies are required to convert all
holdings to uncertificated form by
January 2023 (new issues) and January
2025 (all other securities). However,
it is currently expected that a legislative
change will be implemented to allow
for dematerialisation both in respect of
existing shares and new issues from
1 January 2023.
As a consequence, the market is
planning to replace its existing
infrastructure (where certificated
shares are used) by Registrars and
other market stakeholders with a
dematerialised model, where only
book entry will be used. While there will
be a cost to the Company, shareholders
are not anticipated to be required to
have to take any action, unless further
legislation is enacted that requires
such. The Company will inform
shareholders when any legislation is
enacted, which is expected in Q4 2022,
and will inform shareholders if
expectations change and they need
to take any action.
Financial Statements
Other information
Chief Executive’s statement continued
12 SAN LEON ANNUAL REPORT 2021
Outlook
Recovery of the oil price during 2021 and
into 2022 clearly assists the business
case for the Company’s assets and their
continued development. The expected
near-term startup of the barging
component of the ACOES system is an
important step in unlocking the value in
OML 18, and we look forward to the
pipeline portion of ACOES coming online
following anticipated completion at the
end of 2022. The proposed transaction
is expected by the Company to yield
material stakes in both OML 18 and ELI,
enabling us to help carve out strategy for
these important assets, which of course
benefit from each other.
The Company has cash in hand as at
8 July 2022 of US$0.2 million, and
anticipates near-term cash flow from
ELI loan notes repayments and from its
technical management contract with
Eroton, while awaiting equity income
from its asset portfolio. The Company
continues to monitor the performance
of OML 18 and its other assets, and is
ready to pursue any appropriate
opportunities that may arise in the
current market.
I look forward to updating shareholders
with news of the impact of the ACOES on
OML 18, plans for operations on OML 18
and Oza, and how our various expected
cash flow streams are performing. The
Company is in a good position, with a
variety of future cash streams, and
together with its professional
relationships and people, I believe is
well-positioned to grow and add further
value to shareholders. I expect to look
back on the proposed transaction as
being transformational for the Company.
Oisín Fanning
CEO
8 July 2022
Corporate governance
Overview
Strategic report
Corporate governance
Financial Statements
Other information
SAN LEON ANNUAL REPORT 2021 13
14
Board of Directors
16
Corporate governance statement
25
Audit and Risk Committee report
27
Remuneration Committee report
30
Nomination Committee report
31
Health and Safety Committee report
32
Directors’ report
39
Corporate Responsibility
44
Statement of Director’s responsibilities
Board of Directors
14 SAN LEON ANNUAL REPORT 2020
Background and experience:
Mr Price is a petroleum engineer with
25 years’ experience, having worked
across well operations, reservoir
engineering, production optimisation,
asset management and business
development.
He was instrumental in the drilling and
hydraulic fracturing of the first
multi-fracked horizontal wells in Poland.
Joel was previously in various technical
roles with Hess in the UK and Algeria,
including extensive well workover
and field rehabilitation, followed by
three years as Business Development
Manager at Delta Hydrocarbons BV
in The Netherlands (evaluating
opportunities worldwide).
He holds a BA Hons. in Natural Sciences
(Geology) from Cambridge University,
an MEng in Petroleum Engineering from
Heriot-Watt University, and an MBA with
distinction from Durham University.
Committee memberships:
Member of Health and Safety
Committee.
(Appointed 21 September 2016)
Background and experience:
Mr Sunmonu has led the Company as
Non-Executive Chairman since the
purchase of our indirect economic
interest in OML 18 in September 2016.
Mr Sunmonu is a former managing
director of Shell Petroleum Development
Company and was country chairman of
Shell companies in Nigeria from 2008
to February 2015. He led Shell’s
multi-billion dollar operations in Nigeria
employing over 4,000 direct staff with
revenue contribution to the Nigerian
Government of ~US$70 billion dollars
during 2009-2013.
He has worked in the industry for over
36 years in Nigeria, the UK and the
Netherlands. His strategic vision, proven
track record and deep knowledge of
Nigeria, brings valuable Nigerian
operating experience and relationships
to San Leon Energy plc.
Committee memberships:
Chair of Health and Safety Committee,
Nomination and Remuneration
Committee’s, Member of Audit and Risk
Committee. During the year Mr Sunmonu
temporarily Chaired the Audit and Risk
and Remuneration Committees while
recruitment of an additional Independent
Non-Executive Director occurred.
(Appointed 21 September 2016)
Background and experience:
Mr Fanning has almost 30 years’
experience in structured finance,
stockbroking and corporate finance,
with 22 years specialising in the oil and
gas industry. Formerly CEO of Astley
& Pearce Ltd., MMI Stockbrokers, and
Smart Telecom plc, Oisín was closely
involved with the restructuring of Dana
Petroleum plc in the early 1990s, and
was heavily involved with broking of
Tullow Oil plc shares early in its growth
phase. Oisín is both visionary and
deeply practical in pursuing business
goals on behalf of stakeholders.
He recognises the importance of finding
and developing talented people and
building relationships with local
governments, partners and communities.
Committee memberships:
Member of Nomination Committee.
(Appointed 16 September 1995)
Oisín Fanning
Chief Executive Officer
Joel Price
Chief Operating Officer
Mutiu Sunmonu
Non-Executive Chairman
Overview
Strategic report
Corporate governance
Financial Statements
Other information
SAN LEON ANNUAL REPORT 2020 15
Background and experience:
Mr Brown has more than 20 years of
international experience in the oil and
gas and related industries, including
10 years in West Africa. He is a
Chartered Accountant (ICAS) and has
acted as Chief Financial Officer or
Group Finance Director for numerous
UK listed companies within the oil and
gas sector including Gulf Marine
Services plc, Bowleven plc and
Pittencrieff Resources plc.
Committee memberships:
Chair of the Audit and Risk Committee,
member of the Nomination and
Remuneration Committees.
(Appointed 7 May 2021)
Background and experience:
Julian is a qualified Chartered
Accountant with over 20 years of senior
management experience both at
operational and group level within the
international oil and gas sector. He was
General Manager, Finance at Tullow Oil
Plc for 12 years where he was a key part
of the leadership team that grew the
business with several significant M&A
transactions as well as very successful
exploration and development delivery.
He most recently served as Chief
Financial Officer of IGas Energy plc,
where he led the capital restructuring of
the Group in 2016 and subsequent
refinancing in 2019.
Julian is an FCA from the Institute of
Chartered Accountants in England
and Wales, and holds a BA (Hons) in
Mathematics from the University
of York.
(Appointed 1 December 2021)
Background and experience:
A Business Management graduate from
the University of Jos, Nigeria with further
training in the USA and UK.
With extensive consulting experience
across multiple industry sectors added
to his 17+ years of involvement in
the Nigerian Oil and Gas sector;
Mr Ademola brings valuable regional
knowledge, expertise and relationships
to San Leon Energy plc. Mr Ademola
is also the CEO and Executive Director
of ELI.
Committee memberships:
Nomination Committee.
(Appointed to Nomination Committee
on 25 May 2021)
Adekolapo Ademola
Non-Executive Director
John Brown
Independent Non-Executive Director
Julian Tedder
Chief Financial Officer
Alan Campbell: Executive Director
(Appointed 21 September 2016, resigned 7 May 2021)
Lisa Mitchell: Chief Financial Officer
(Appointed 30 June 2019, resigned 29 October 2021)
Previous Directors
16 SAN LEON ANNUAL REPORT 2021
Corporate governance statement
Corporate Governance
The Board is committed to maintaining
high standards of corporate
governance to ensure the Company
is run effectively. In accordance with
Rule 26 of the AIM Rules for Companies,
the Company confirms that it has
adopted the QCA Code. We aim to
conduct our business in an open,
honest and ethical manner. The Board
is accountable to shareholders for
good corporate governance and has
adopted the procedures set out
below in this regard.
The QCA Code is based on ten
principles that focus on the pursuit
of medium to long term value for
shareholders. The QCA has stated
what it considers to be appropriate
arrangements for growing companies
and asks companies to provide an
explanation about how they are meeting
the principles through the prescribed
disclosures. The Board has considered
how we apply each principle to the
extent that the Board judges these
to be appropriate in view of the
Company’s size, strategy, resources
and stage of development, and
below we provide an explanation
of the approach taken in relation
to each.
This report explains in broad terms
how the Company applies the main
principles of the QCA Code. The Board
has identified one principle where we
are not in full compliance with the
guidelines of the QCA Code. This
deviation is to Principle 5 – Maintain
the Board as a well-functioning,
balanced team led by the Chair –
and relates to the participation of
Non-Executive Directors in the
Company’s share option scheme
and the impact on their independence.
Further details are contained in the
respective section below.
The Board
The Board is responsible for setting the
overall strategy of the business,
reviewing management performance
and ensuring the Group has sufficient
financial and human resources to meet
its objectives. It directs the Group’s
activities in an effective manner through
Board meetings and monitors
performance through timely and
relevant reporting procedures.
The Board plays a central role in
developing and maintaining the
Company’s culture and values by
setting the ‘tone from the top’,
defining the behaviours expected by
the Board and ensuring that ethical
standards are upheld. Thus, the Board
aims for the right balance between
entrepreneurial leadership and
prudent and effective risk management,
which are vital to maintaining a
sustainable business and creating
value for shareholders.
The QCA Code requires that the boards
of AIM companies have an appropriate
balance between Executive and
Non-Executive Directors and should
have at least two Independent
Non-Executive Directors.
As at the date this Annual Report is
published, the Board comprises of the
Non-Executive Chairman, three
Executive Directors and two further
Non-Executive Directors. The
Independent Non-Executive Directors
are Mutiu Sunmonu (appointed
21 September 2016) and John Brown
(appointed 7 May 2021). They are
considered independent of
management and any business or
other relationships which would
interfere with the exercise of their
independent judgement. On 7 April
2020, Mr Adekolapo Ademola was
appointed to the Board as a
Non-Independent Non-Executive
Director on behalf of Midwestern
Oil and Gas Company Limited, a
company of which he is also a
Director. Mr Ademola is also CEO
and Executive Director of ELI.
The following paragraphs set out the
Company’s compliance with the ten
principles of the QCA Code.
Principle 1 – Establish a
strategy and business model
which promote long-term
value for shareholders
The Company’s overall strategic
objective is to secure and develop
high-potential oil and gas related asset
opportunities in West Africa and
produce a near-term operating cash
flow, yielding value to shareholders
in the medium to long-term. The
Company plans to grow by carefully
selecting new opportunities,
particularly in Nigeria, where it can
achieve this through our technical
expertise, operational capabilities
and industry contacts, secured by the
close links it forges with governments
and the local communities. The
Company has built its industry
reputation as a capable operator in
various European and African
countries and its key asset remains
the indirect economic interest in
OML 18 – which the Board considers
to be a world class asset onshore
Nigeria. Other Nigerian assets include
an equity interest in ELI; the Company
which owns the ACOES project, which
is intended to provide a dedicated
oil export route from OML 18.
The Company has an indirect interest
in OML 11 by virtue of its equity
investment in Decklar, reinforcing the
Board’s commitment to offering the
Company’s shareholders upside
exposure to other opportunities in
West Africa in addition to OML 18.
The Company continues to seek to
monetise or otherwise dispose of
its non-core assets in keeping with
that strategy.
Key challenges and risks around
executing this strategy and associated
mitigants are detailed in the Director’s
Report on page 32. These are namely:
financial risk around loan note
•
repayments;
partnership risk;
•
further Pandemics;
•
commodity price risk; and
•
environmental risk.
•
SAN LEON ANNUAL REPORT 2021 17
Risk assessment and evaluation is
an essential part of the Company’s
planning and an important aspect of
the Company’s internal control system.
The Company strives to develop
strong working relationships with its
partners and suppliers in its various
operating locations to manage and
mitigate the operational risks. The
Company is committed to operating a
sustainable business and plans to
incorporate Environmental, Social
and Governance aspects to all future
opportunities reviewed.
Capital distribution policy
As part of the Company’s strategy to
generate value for shareholders, within
the Admission Document published in
August 2016, the Company set out a
shareholder distribution policy. The
ability for the Company to make such
distributions is dependent upon the
availability of cash to distribute. In
January 2020 it was announced that the
buyback programme had completed
with the repurchase of 5,709,101 shares
at an average price of 27.5 pence per
share, with a value of US$2.0 million
(£1.6 million). On 27 April 2020 the
Company announced a special dividend
of £27.0 million (US$33.3 million),
or 6 pence per ordinary share, with a
payment date in May 2020.
Subject to the passing of the Resolutions
and completion of the MLPL
Reorganisation, from Re-Admission, any
dividends declared will first be used to
satisfy the preferential dividend payable
on the Preference Shares created by the
Subdivision and to be issued to the
holders of Existing Ordinary Shares
immediately prior to Re-Admission. The
Preference Shares will entitle the holders
to receive the Preference Amount which
is US$40,000,000 in aggregate and which
shall on the date falling forty-two months
after the date of issue of the Preference
Shares and on each six-month
anniversary thereafter, be increased by
the Shortfall Amount. The Shortfall
Amount is 5% of the amount by which
the aggregate of all dividends paid to the
holders of the Preference Shares is less
than the Preference Amount immediately
prior to such six-month anniversary.
The payment by the Company of any
dividends including the Preference
Amount and the Shortfall Amount is
subject to there being distributable
reserves and the declaration of a
dividend by the Directors and so there is
no certainty that a dividend will be
declared. The Board intends that once
the Company's additional obligations
pursuant to the preference shares have
been discharged and following the
commencement of payment of dividends,
50% of free cash flows would be returned
to shareholders by way of dividends.
Principle 2 – Seek to
understand and meet
shareholder needs
and expectations
The Company’s Chief Executive Officer
and other Executive Directors are
responsible for shareholder liaison.
They hold regular meetings with major
shareholders and analysts to discuss the
Company’s strategy and performance
and maintain a dialogue between the
Company and its investors. Private
investor events and investor roadshows
are organised by the Company’s brokers
and public relations consultants, where
the Chief Executive Officer and at times
other Executive Directors meet with
current (and potential future) institutional
and retail shareholders and brokers to
update them on the Company’s progress.
During lockdown and with Covid-19
restrictions many meetings held were via
videoconferencing during the year.
The entire Board receives feedback
following these meetings and any issues
raised are discussed. Any significant
reports from analysts are also circulated
to the Board. By keeping open and
transparent dialogue with shareholders
the Directors can consider matters and
have discussions with shareholders in a
positive and constructive way. In
recognition of the need to maintain
open and transparent dialogue in order
to better understand the needs and
expectations of all shareholders, the
Non-Executive Chairman and
Independent Non-Executive Director
are available to meet with shareholders
if required.
The Annual General Meeting (“AGM”) is
the main forum for dialogue between
the Board and the shareholders. All
Directors aim to attend the AGM. The
Non-Executive Chairman, Mutiu
Sunmonu, leads the AGM and takes
questions from the floor. The Chairs of
the Audit and Risk, Remuneration,
Nomination and Health and Safety
Committees are on-hand to answer
questions that may arise at the meeting.
The 2021 AGM was held via
teleconference due to Covid-19 travel
restrictions on 30 September 2021.
All Directors were in attendance with
Committee Chairs available to answer
any questions via email ahead of the
meeting, regarding the activities of each
of the Board Committees. At the AGM,
all resolutions were passed.
Notwithstanding the most recent AGM
results, the Board is keen to ensure that
the voting decisions of shareholders are
reviewed and monitored, and where
practicable the Company intends to
continue to engage with shareholders
who do not vote in favour of resolutions
at AGMs. The Company’s annual report
and notice of AGM will be sent to all
shareholders and will be available for
download from the Company’s website.
The results of the AGM will be
announced through a regulatory
information service. All Directors receive
regular industry and peer updates, to
enable them to keep current on issues
relevant to the Company and its
shareholders. Contact details for
investor relations are included on the
Company’s website.
Principle 3 – Take into
account wider stakeholder
and social responsibilities
and their implications for
long-term success
The Company’s ability to achieve its
long-term success is dependent on
good relations across a wide range of
stakeholders both internally (employees)
and externally (partners, suppliers,
Overview
Strategic report
Corporate governance
Financial Statements
Other information
18 SAN LEON ANNUAL REPORT 2021
Corporate governance statement
Continued
regulatory authorities, local governments
and communities in which we operate).
The Board will maintain an ongoing and
collaborative dialogue with such
stakeholders and take all feedback
into consideration as part of the
decision-making process and day-to-day
running of the business. Furthermore,
the Company’s local employees and
management are able to communicate
with stakeholder groups such as local
and regional government officials,
central government departments,
community groups and local suppliers
to keep them updated on project
activities and plans.
The Company’s employees are one of
the most important stakeholder groups
and the Board recognises the need for
two-way communication with the
workforce. The small size of the
Company means that the Directors and
senior managers are accessible to all
employees to provide and receive
feedback. Staff attend committee
meetings as required enabling two-way
communication. The Executive Directors
hold regular executive team meetings of
which key messages are then relayed to
their respective teams. To retain our
highly skilled workforce and keep their
satisfaction high, the Company offers
competitive remuneration, discretionary
employee share option awards and
health and critical illness cover. The
Company seeks to ensure that all
employees are treated fairly and with
dignity. The Company has a
zero-tolerance policy towards any form
of discrimination or harassment. The
Company recognises its responsibilities
to the environment and community
in the areas in which it operates.
The Company places a high priority
on operating to high standards of
integrity and ethics.
The Company recognises that its
activities may have impact on the
environment and therefore aims to
minimise that impact by operating in a
socially responsible manner, engaging
with local, regional and national
stakeholders where we are operator.
Since the Company is not currently the
operator of OML 18, it does not and
will not directly control these matters
on OML 18.
The Company seeks to behave as a
responsible employer and make positive
contributions to the local economies in
which it has an interest. Engagement
with the local communities in which it
operates and conducting social work has
helped them understand what we are
doing. Please refer to the Sustainability
Section of the ESG report on page 39
for details on the initiatives and local
community engagement made by the
Company directly. Further details of
the Company’s commitment to
environmental, social and governance
matters are detailed in the “ESG” section
of the Company’s website.
The Board is aware of its duty to act
in good faith in the interests of the
Company and complies with the
obligations under section 228 of the
Companies Act 2014. All the Company’s
stakeholders have access to contact
information for communication with
the Company. Any feedback will be
respectfully acknowledged by the
Company and appropriately dealt with.
The Board believes that its investment in
the wider stakeholder network will assist
the Company’s management in achieving
its long-term goals by creating an
environment of trust and communication
which will have positive implications for
the long-term success of the Company.
The Board believes holding the
Company’s responsibilities in high regard
to be a requirement for building its
business and being considered an
operator or partner of choice.
Principle 4 – Embed effective
risk management, considering
both opportunities and
threats, throughout the
organisation
The Board acknowledges its overall
responsibility for ensuring that the
Company has a robust framework of risk
management and an appropriate
system of internal control. However, any
system can only provide reasonable, not
absolute, assurance against material
misstatement or loss and is designed to
manage (but cannot eliminate) the risk of
failure to achieve business objectives.
A risk management policy and
procedure has been adopted which
provides a procedure for the
management of the Company’s risk. As
part of the risk management procedure,
the Company has further developed its
detailed risk register which identifies
business continuity risks, corporate
governance risks, security risks, financial
risks, reputational risks and health,
safety and environment protection risks.
Reporting is required from each
Executive Director and consists of
quarterly reports assessing material
changes within the risk profiles.
The Chief Financial Officer is accountable
for collating the risk reports and
presenting them to the Audit and Risk
Committee. The Audit and Risk
Committee reports on its activities and
make recommendations to the Board
as appropriate – the details of which
will be included in the annual report
and accounts.
Principle 5 – Maintain the
Board as a well-functioning,
balanced team led by
the Chair
The Board is responsible for setting
the overall strategy of the business,
reviewing management performance
and ensuring the Company has sufficient
financial and human resources to meet
its objectives. It directs the Company’s
activities in an effective manner through
regular Board meetings and monitors
performance through timely and
relevant reporting procedures.
The Board is specifically responsible for:
approval of budgetary and
•
business plans;
SAN LEON ANNUAL REPORT 2021 19
approval of significant investments
•
and capital expenditure;
approval of annual and half-year
•
results and interim management
statements, accounting policies and
the appointment and remuneration
of the external auditors;
approval of interim, and
•
recommendation of final, dividends
and share buybacks;
changes to the Group’s capital
•
structure and the issue of any
securities;
agreeing the Group’s risk appetite,
•
establishing and maintaining a system
of internal control, governance and
approval authorities;
executive performance and
•
succession planning;
determining standards of ethics and
•
policy in relation to health, safety,
environment, social and community
responsibilities; and
disclosure to the market and
•
shareholders.
The Board comprises the Non-Executive
Chairman, three Executive Directors
and two Non-Executive Directors.
The Chairman, Mutiu Sunmonu, is
responsible for the leadership of the
Board, ensuring its effectiveness and
setting its agenda. He is not involved
in the day-to-day operation of the
Company. The Chairman is responsible
for the Company’s approach to
corporate governance and the
application of the principles of the QCA
Code. The Company’s Independent
Directors are Mutiu Sunmonu and John
Brown (appointed 7 May 2021) who are
independent of management and any
business or other relationships which
would interfere with the exercise of
their independent judgement. As
recommended by the QCA Code,
going forward, the independent
Non-Executive Directors will not
participate in performance-related
remuneration schemes. In addition, the
Company has agreed with Midwestern
that it will seek to identify and appoint an
additional independent Non-Executive
Director in the 12 months following
Re-Admission.
The Chairman considers that the
Company has a balanced and diverse
Board with the requisite skills and
market expertise to build a successful,
sustainable Nigerian-focused oil and gas
business. The Company recruited John
Brown in May 2021 as an Independent
Non-Executive Director and Chair of the
Audit and Risk Committee. Accordingly,
the Company is satisfied that the current
Board is sufficiently resourced to
effectively discharge its governance
obligations on behalf of all its
shareholders and other stakeholders
in the Company.
Leadership structure
To ensure that the Directors can
properly carry out their roles and to
facilitate proper assessment of the
matters requiring the Directors
consideration, they are provided with
relevant information and financial details
prior to all Board meetings. All Directors
have access to the advice and services of
Company advisors to allow them to
ensure that the Board complies with
applicable rules and procedures. The
Board meets at least six times a year to
discuss and decide the Company’s
business and strategic decisions and
additional Board calls are held as
required. In addition, there is a high
degree of contact between the Directors
outside of Board meetings to ensure all
Directors are aware of the Company’s
business. If necessary, the
Non-Executive Directors may take
independent advice at the expense
of the Company.
Each Board member commits
sufficient time to fulfil their duties and
obligations to the Board and the
Company. They attend Board meetings
and join ad hoc Board calls and offer
availability for consultation when
needed. The contractual arrangements
between the Directors and the
Company specify the minimum time
commitments which are considered
sufficient for the proper discharge of
their duties. Each Non-Executive
Director is expected to attend not less
than six board meetings in each
calendar year as well as the Annual
General Meeting and any Extraordinary
General Meetings of the Company.
However, in exceptional circumstances
all Board members understand the
need to commit additional time.
The Executive Director roles are all
full-time roles.
Board meetings attendance in 2021
Maximum
possible Meetings
attendance attended
Mutiu Sunmonu 11 9
Oisín Fanning 11 11
Joel Price 11 11
Julian Tedder 1 – –
Lisa Mitchell 2 10 10
Alan Campbell 3 5 5
Adekolapo Ademola 11 11
John Brown 4 6 6
1 Appointed 1 December 2021.
2 Resigned 29 October 2021.
3 Resigned 7 May 2021.
4 Appointed 7 May 2021.
The Board Committees
The Board has established five separate
committees: Remuneration Committee,
Audit and Risk Committee, Nomination
Committee, Health and Safety
Committee and the ESG Committee.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
Chairman
CEO
SLE Board
Audit
and Risk
Committee
Remuneration
Committee
Nomination
Committee
Health and
Safety
Committee
20 SAN LEON ANNUAL REPORT 2021
Corporate governance statement
Continued
Remuneration Committee
The Remuneration Committee consists
of the Chairman, Mutiu Sunmonu,
who chairs the committee and one
Non-Executive Director, John Brown,
who joined the committee following his
appointment on 7 May 2021. The
Remuneration Committee monitors
the performance of the Company’s
Executive Directors and makes
recommendations to the Board on the
remuneration packages for the
executives. The remuneration and
terms and conditions of appointment
of the Non-Executive Directors are
set by the Board as a whole.
There were no Remuneration
Committee meetings in 2021 as the
previous chair of the Committee
resigned in December 2020 and the
Committee was not quorate until the
appointment of John Brown in May
2021. The Committee has already met
in 2022 to discuss the remuneration
policy of the Directors and an
appropriate reward structure.
Remuneration committee meetings
and attendance in 2021
Number of
Number of meetings
meetings attended
Mutiu Sunmonu (Chair) Nil Nil
John Brown 1 Nil Nil
1 Appointed 7 May 2021.
Audit and Risk Committee
The Audit and Risk Committee consists
of the Chairman, Mutiu Sunmonu,
and John Brown, Independent
Non-Executive Director who is Chair
of the Audit and Risk Committee
(appointed to the committee on
7 May 2021). From 7 December 2020
to 6 May 2021 Mr Sunmonu assumed
the Chair role until the appointment
of Mr Brown.
The duties of the Audit and Risk
Committee include the review of the
accounting principles, policies and
practices adopted in preparing the
financial statements, internal control
and risk management processes and
the review of the Company’s financial
results. The Audit and Risk Committee
considers the need for an internal audit
function, reviews the risk management
policies and procedures and is
responsible for ensuring that adequate
insurance cover is in place for
identifiable risks. During 2020 the Audit
and Risk Committee considered the
need for internal audit and based on the
size and scale of the Group’s activities,
combined with curtailment of activities
due to Covid-19, decided that the
outsourced internal audit reviews be put
on hold. However, following the further
investments in ELI and the proposed
Decklar investment, the Committee
recommended that the internal audit
plan for 2020 should be rescheduled
for 2021, and an external firm was
re-engaged and carried out three
reviews during 2021.
The Audit and Risk Committee also
considers how to maintain an appropriate
relationship with the Company’s auditors.
The Audit and Risk Committee approves
any fees in respect of non-audit services
provided by external auditors to
safeguard the external auditor’s
independence and objectivity.
Key focus areas in 2021
Review of the 2020 Annual Report and
•
of the significant risks which included
the valuation of the Midwestern Leon
Petroleum Limited loan notes and
equity interest, accounting for the loan
notes and equity interest acquired in
Energy Link Infrastructure (Malta)
Limited during 2020, valuation of the
4.5% net profit interest on the
Barryroe oil field and the going
concern assessment;
Review of the six months ended
•
30 June 2021 interim results
announcement and of the significant
risks (see above); and
Review of the risk register and
•
mitigating actions proposed by
management.
Audit committee meetings and
attendance in 2021
Maximum Number of
possible meetings
attendance attended
Mutiu Sunmonu 1 4 4
John Brown (Chair) 2 4 4
1 Assumed Chair role from 7 December 2020
to 6 May 2021.
2 Appointed 7 May 2021.
Nomination Committee
The Nomination Committee consists
of the Chair, Mutiu Sunmonu, who
chairs the committee, John Brown
(appointed to the committee on
7 May 2021), Adekolapo Ademola
(appointed to the committee on
25 May 2021) and the Chief Executive
Officer, Oisín Fanning. The Nomination
Committee is responsible for
reviewing the structure, size and
composition of the Board and making
recommendations to the Board
regarding any changes required.
It is responsible for locating
appropriate senior candidates and
conducting initial interviews and
submitting recommendations on
any appointment to the Board.
There were three meetings held
during the year where the committee
led the process for new Board
appointments and making
recommendations to the Board.
The Board accepts that it is unusual for
the Company’s Chief Executive Officer
to be part of this Committee. However,
Mr Fanning has almost 30 years’
experience in structured finance,
stockbroking and corporate finance,
with 12 years specialising in the oil and
gas industry and as such has many
useful and relevant contacts. He
recognises the importance of finding
and developing talented people to
help the Company achieve its
objectives and without his direct
input, the Committee would be
denied his relevant opinion on
suitable candidates to join the Board.
SAN LEON ANNUAL REPORT 2021 21
Key focus areas in 2021
Appointing a search firm and
•
conducting interviews for an additional
Non-Executive Director and Chair of
the Audit Committee following
resignations in 2020 and making
appropriate recommendations to
the Board;
Appointing a search firm and
•
conducting interviews for a new
Chief Financial Officer (“CFO”)
following the resignation of Lisa
Mitchell during the year; and
Ensuring that appropriate succession
•
planning is in place for senior
management.
Nomination committee meetings
and attendance in 2021
Maximum Number of
possible meetings
attendance attended
Mutiu Sunmonu (Chair) 3 3
Oisiń Fanning 3 3
Adekolapo Ademola 1 1 1
John Brown 2 1 1
1 Appointed to the Nomination Committee
on 25 May 2021.
2 Appointed 7 May 2021.
Health and Safety Committee
The Health and Safety Committee
consists of the Chairman, Mutiu
Sunmonu and the Chief Operating
Officer, Joel Price. The Health and Safety
Committee is responsible for evaluating
risks in Company operations including
property, personnel, security and
environmental risks and ensuring that
appropriate procedures are in place
for mitigating risk.
Environment, Social and Governance
(“ESG”) is an area of increasing
importance. This is an area in which
San Leon is committed to meeting
high standards of ESG practices
across all aspects of the business.
The Company is committed to the
countries in which it operates and is
dedicated to promoting sustainable
growth as well as providing support
to local communities in Nigeria.
The ESG Committee did not meet in
2021 due to the changes to the Board
composition during the year, but will
meet in 2022 on at least two occasions
to develop the Committee’s Terms of
Reference and fully establish the
Group’s ESG strategy and targets for
the years to come.
Key focus areas in 2021
Review and approve new Terms of
•
Reference for the Health and Safety
Committee; and
Reviewed the Company’s ongoing
•
response to the Covid-19 pandemic
and ensured that the health of safety
of the Group’s employees and
consultants was appropriate.
Health and Safety committee
meetings and attendance in 2021
Number of
Number of meetings
meetings attended
Mutiu Sunmonu (Chair) 1 1
Joel Price 1 1
Departures from the QCA Code
Non-Executive Directors’
participation in Option Schemes
The Company has previously
encouraged Non-Executive Directors to
participate in the Company’s option
schemes as the Board believed that
independence is a matter of
independence of mind, judgement and
integrity and that Mutiu Sunmonu, John
Brown and Adekolapo Ademola are
independent of management. This was
reviewed by the Board at the start of
2022 and going forward Non-Executive
Directors are no longer eligible to be
awarded options under the new
scheme. The options held by
Non-Executive Directors already in
existence will remain in place and
can be exercised or will lapse in
accordance with their terms and the
scheme rules. The Company is now
compliant with the QCA code in
this respect.
Principle 6 – Ensure that
between them the Directors
have the necessary
up-to-date experience,
skills and capabilities
The Board members bring extensive
and diverse experience
encompassing operational, financial,
African, European, AIM and regulatory,
commercial expertise and large and
developing company experience.
Further details of the skills and
experience of the Directors are
summarised in their biographies
set out earlier in this Annual Report
on page 14 and 15.
The Chairman believes that the
Board should always have a suitable
mix of skills and competencies
covering all essential disciplines
bringing a balanced and diverse
perspective that is beneficial both
operationally and strategically.
The Directors consider that the
Board is not dominated by one
individual and all Directors have
the ability to challenge proposals
put forward to the meeting,
democratically. While the Board has
not yet adopted any formal policy
on gender balance, ethnicity or age
group, it is committed to fair and equal
opportunity and fostering diversity
subject to ensuring appointees are
appropriately qualified and
experienced for their roles.
The Executive Directors bring
significant listed company, oil and gas
operations and financial, commercial
and transactions experience. The
Non-Executive Directors bring
significant African oil and gas, investor,
AIM and main board and financial
expertise to the Board.
The nature of the Company’s business
requires the Directors to keep their
skillset up to date. The Directors are
kept informed on relevant regulatory
compliance and statutory matters
Overview
Strategic report
Corporate governance
Financial Statements
Other information
22 SAN LEON ANNUAL REPORT 2021
Corporate governance statement
Continued
through briefings by external advisers
and all Executive and Non-Executive
Directors have access to the
Company’s external advisers. The
Company retains the services of
independent advisors including
financial, legal, and investor relations
advisers that are available to the
Board and who provide support and
guidance to the Board and
complement the Company’s internal
expertise. The Directors have also
received a briefing from the Company’s
Nominated Adviser in respect of
continued compliance with, inter alia,
the AIM Rules and the Company’s
solicitors in respect of continued
compliance with, inter alia, the Market
Abuse Regulation (“MAR”).
The Company Secretary and advisors
assist the Chair in preparing for board
meetings including dissemination of
appropriate information.
The Directors receive regular briefing
papers on the operational and financial
performance of the Company from the
executive and senior management.
All Company Non-Executive Directors
also hold Director (Non-Executive or
Executive) roles in other companies,
helping to ensure broad and current
experience. Further training is available
at the Company’s expense.
Principle 7 – Evaluate Board
performance based on clear
and relevant objectives,
seeking continuous
improvement
The Board considers that during the
majority of 2021 the combination of
Non-Executive and Executive Directors
was of sufficient competence and
experience to support the strategy and
development of the Company. In 2021,
the Company recruited John Brown, as
an Independent Non-Executive Director
to Chair the Audit and Risk Committee in
order to further strengthen and replace
resignations during the previous year.
The Chairman and Nomination
Committee will continue to review and
monitor the strength and objectivity of
the Board and seek improvement.
Please see the Nomination committee
report on page 30 of the 2021 Annual
Report for activities performed during
the year.
Succession planning
Succession planning is currently
undertaken on an informal basis by the
CEO in consultation with the Nomination
Committee and the Board. The Board is
satisfied that this is appropriate for this
stage in the Company’s development
and will continue to review its
succession planning.
Formal evaluation of Board
and Directors
There was no formal evaluation process
performed during 2021. The Board
intends to carry out a formal evaluation
of Board performance during 2022.
The Board has continued to focus on
strategic imperatives including the
fostering of best practice in all areas of
governance and ensuring that the
Executive team and Non-Executive
Directors closely collaborate on the
development of strategy and ensuring its
execution. The Board continues to review
and strives to enhance all areas of
governance. The Board continues with its
commitment in attaining compliance with
the QCA code. The Board considers that
the corporate governance policies it has
currently in place for Board performance
reviews is commensurate with the size
and development stage of the Company.
Principle 8 – Promote a
corporate culture that is
based on ethical values
and behaviours
The Company’s ethics
The Company is committed to upholding
high ethical standards and principles,
both in letter and in spirit, throughout all
of our operations. The Company aspires
to, and encourages its staff to, operate in
a socially responsible manner, acting
professionally at all times.
The Company is committed to a strong
ethical and values-driven culture
encompassing high standards of quality,
honesty, openness and accountability,
and understands that any issues counter
to this culture could have an extremely
negative impact on the business. The
Company, its management, employees,
contractors and partners have the
responsibility of applying the highest
standard of ethical business practices in
all their relationships with shareholders,
suppliers, and the general public. Further
details in this regard are outlined in the
Company’s website.
Summary background and diversity of the Board
Background Diversity
Oil & gas/ Finance/ Non-UK/
Directors energy commercial Investor Female Irish
Mutiu Sunmonu 3 3 3 – 3
Oisín Fanning 3 3 3 – –
Joel Price 3 3 – – –
Julien Tedder 1 3 3 3 – –
Lisa Mitchell 2 3 3 3 3 3
Alan Campbell 3 3 3 – – –
Adekolapo Ademola 3 3 3 – 3
John Brown 4 3 3 3 – –
1 Appointed 1 December 2021.
2 Resigned 29 October 2021.
3 Resigned 7 May 2021.
4 Appointed 7 May 2021.
SAN LEON ANNUAL REPORT 2021 23
Creating a fair and inclusive culture
The Company promotes an inclusive,
transparent and respectful culture.
The Company believes that its people
are its greatest asset. Led by the values
of responsibility, excellence and
continuous improvement, integrity and
trustworthiness, cooperation and
engagement, empathy and fairness
they apply their skills and expertise
every day to ensure the Company
operates both responsibly and
successfully. A culture based upon
sound ethical values and behaviours is
an asset and source of competitive
advantage. Key to this is recruiting and
retaining key senior personnel.
The Company is an equal opportunity
employer and seeks to hire, endorse
and retain highly skilled people based on
merit, competence, performance, and
business needs. The Company is
committed to employment policies
which follow best practice, based on
equal opportunities for all employees,
irrespective of ethnic origin, religion,
political opinion, gender, marital status,
disability, age or sexual orientation.
The Company communicates its
corporate culture through staff
presentations and inductions. To
embody and promote sound ethical
principles, the Board has endorsed the
following key policies:
Share-dealing Code;
•
Health and Safety and
•
Environmental Policy;
Whistle Blowing Policy; and
•
Anti-Bribery and Corruption Policy.
•
Share-dealing Code
The Company has adopted a
share-dealing code for Directors and
employees of the Company to ensure
compliance with the provisions of the
AIM Rules for Companies (including
relating to the restrictions on dealings
during closed periods in accordance
with MAR and with Rule 21 of the AIM
Rules for Companies). The Directors
consider that this share dealing code is
appropriate for a company whose
shares are admitted to trading on AIM.
The Company takes all reasonable steps
to ensure compliance with the
share-dealing code by the Directors and
applicable employees with the terms of
the share-dealing code and the relevant
provisions of the AIM Rules for
Companies (including Rule 21).
Health and Safety and
Environmental Policy
The Company’s objectives include
observing the highest level of health and
safety standards, developing our staff to
their highest potential and being a good
corporate citizen in our chosen
countries of operations.
The Company is committed to providing
a safe working environment for its
employees and anyone doing work on
the Company’s behalf. The Health and
Safety Committee reviews and makes
recommendations concerning risk,
health and safety issues. The HS&E
performance indicators and the safety of
its employees are principal elements of
its business and are fundamental to the
Company’s culture and engagement with
its stakeholders. HS&E is covered at
Board meetings during discussion on
operations. Please refer to the HS&E
committee report on page 31 for a list of
activities performed during the year.
Whistleblowing Policy
The Company has a Whistleblowing
Policy in place to assist employees,
suppliers, contractors and others with
the reporting of any malpractice or
illegal act or omission by others. The
policy is reviewed at least once every
year or more often if necessary and is
communicated to all employees. It was
last reviewed in February 2022 as part
of the Audit and Risk Committee
responsibilities.
Anti-Bribery and Corruption Policy
The Company’s Anti-Bribery and
Corruption Policy (“ABC”) formalises the
Company’s zero-tolerance approach to
bribery and corruption. The Company
expects all employees, suppliers,
contractors and consultants to conduct
their day-to-day business activities in a
fair, honest and ethical manner, and to be
aware of and refer to the Anti-Bribery &
Corruption Policy in all of their business
activities worldwide and to conduct all
business in compliance with it. The
Company seeks to enforce effective
systems to counter bribery, such as
secondary authorisations for payments.
The Policy was last reviewed with any
updates approved by the Board in
March 2022 as preparation for the
proposed Midwestern transaction.
Principle 9 – Maintain
governance structures and
processes that are fit for
purpose and support good
decision-making by the Board
The Board of Directors recognises the
importance of applying the highest
standards of corporate governance to
enable effective and efficient decision
making, and to give a structural aid for
Directors to discharge their duty to
promote the success of the company for
the benefit of its shareholders.
The Board reserves for itself a range of
key decisions to ensure that it retains
proper direction and control of the
Company whilst delegating authority to
individual Directors who are responsible
for the day-to-day management of the
business. The Board retains ultimate
accountability for good governance and
is responsible for monitoring the
activities of the executive team.
The following matters are reserved for
the Board:
all matters which exceed the authority
•
delegated to the Group executives;
mergers and acquisitions transactions;
•
strategy, budgets and business plans;
•
audit, financial and other reporting
•
Overview
Strategic report
Corporate governance
Financial Statements
Other information
24 SAN LEON ANNUAL REPORT 2021
Corporate governance statement
Continued
and controls;
structure and capital;
•
internal controls and governance;
•
contracts;
•
communications;
•
Board, Board committees,
•
management, officers and advisers;
management development,
•
remuneration and employee
benefits; and
delegation of authority.
•
The Company conducts a review of the
Company’s governance framework each
year and takes into account internal and
external audit recommendations. The
appropriateness of the Company’s
governance structures will continue to
be reviewed in light of further
developments of accepted best practice
and the development of the Company.
(Refer to the Audit and Risk Committee
report for a description of the
committee and the 2021 reviews
on page 25 of this report).
Principle 10 – Communicate
how the company is governed
and is performing by
maintaining a dialogue with
shareholders and other
relevant stakeholders
San Leon Energy is committed to open
communication with all its stakeholders.
The Company believes it is important to
explain business development and
financial results to its stakeholders and
to ensure that suitable arrangements
are in place so that the issues and
concerns of major stakeholders are
heard and understood.
The Board has been supported by an
Audit and Risk Committee,
Remuneration Committee, Nomination
Committee and Health and Safety
Committee (an ESG Committee was
formally constituted in December 2020);
details of their activities during 2021 can
be found in each of their reports on
pages 25 to 31 of this report.
The Company communicates with all
stakeholders through its website,
Regulatory News Service (“RNS”)
announcements, Annual Report and
Accounts, half yearly announcements,
AGMs and private meetings.
Copies of the Annual Report and Financial
Statements are issued to all shareholders
who have requested them and copies are
available on the Group’s investor website
www.sanleonenergy.com. The Group’s
interim results are also made available on
the Company’s website. The Group
makes full use of its investor website to
provide information to shareholders and
other interested parties.
The Chief Executive Officer and other
Executive Directors are responsible for
communicating with major shareholders
and other shareholders who wish to be
part of a dialogue. The Board is briefed
by the CEO regarding these discussions
at each board meeting as required.
Feedback by way of market updates,
brokerage and communication reports,
analyst and proxy agents is presented
on an ad hoc basis as received.
The Chairs of the Audit and Risk,
Remuneration, Nomination, and Health
and Safety Committees are also available
to answer questions at the AGM.
The Board discloses the result of general
meetings by way of announcement and
discloses the proxy voting numbers to
those by disclosing them on the
Company’s website. In the event that a
significant portion of voters have voted
against a resolution, an explanation of
what actions it intends to take to
understand the reasons behind the
vote will be included.
The Company’s website is in compliance
with the AIM Rules and will be updated
on a regular basis with information
regarding the Company’s activities and
performance, including financial
information.
Signed on behalf of the Board by:
Mutiu Sunmonu
Non-Executive Chairman
8 July 2022
SAN LEON ANNUAL REPORT 2021 25
Overview
Strategic report
Corporate governance
Financial Statements
Other information
Audit and Risk Committee report
The Audit Committee comprises two
members, both of whom are
Independent Non-Executive Directors
including the Chair, John Brown who was
appointed on 7 May 2021 to replace
Linda Beal, and Mutiu Sunmonu who
are considered by the Board to have
recent and relevant financial experience.
The Audit and Risk Committee meets
formally at least four times a year and
otherwise as required and also meets
with the Company’s external auditors
at least twice a year.
Roles and responsibilities
The main roles and responsibilities of
the Audit and Risk Committee are to:
monitor the integrity of the financial
•
statements, including review of the
accounting policies, key judgements
and estimates adopted in preparing
the financial statements, and any
formal announcements relating to
financial performance;
review and monitor the Company’s
•
financial reporting, internal control and
risk management systems to ensure
that effective risk management and
financial control frameworks have
been implemented;
make recommendations to the
•
Board in relation to the appointment,
reappointment or removal of the
external auditor and approve
engagement terms and fees of
the auditor;
review and monitor the scope of the
•
annual external audit;
review and monitor the independence
•
of the external auditor; and
consider the need for an internal
•
auditor.
Internal control and
risk management
San Leon has established terms of
reference for the Audit and Risk
Committee. This includes overview of
the identification, categorisation and
prioritisation of critical risks within the
business and allocation of responsibility
to its executives and senior managers.
The objectives of this risk management
policy are to:
provide a structured risk management
•
framework that will provide senior
management and the Board with
comfort that the risks confronting the
organisation are identified and
managed effectively;
create an integrated risk management
•
process owned and managed by the
Group’s personnel that is both
continuous and effective;
ensure that the management of risk is
•
integrated into the development of
strategic and business plans, and the
achievement of the Group’s vision
and values; and
ensure that the Board is regularly
•
updated with reports by the Committee.
The Board also acknowledges its overall
responsibility for ensuring that the
Company has a system of internal
control in place that is appropriate. This
includes ensuring the implementation of
policies and procedures that address
risk identification and control, training
and reporting.
Management is responsible for efficient
and effective risk management across
the activities of the Group.
The Audit and Risk Committee reviews
the effectiveness of the implementation
of the risk management system and
internal control system annually. When
reviewing risk management policies and
the internal control system the Board
takes into account the Company’s legal
obligations and also considers the
reasonable expectations of the
Company’s stakeholders.
The key policies and procedures are:
preparation of annual budgets for
•
approval by the Board;
ongoing review of expenditure and
•
cash flow versus approved budget;
establishment of appropriate cash flow
•
management and treasury policies for
the management of liquidity, currency
and credit risk on financial assets and
liabilities, along with delegations of
authority and bank mandates;
regular management, committee, and
•
Board meetings, to review operating
and financial activities;
provide input in the recruitment of
•
appropriately qualified and
experienced staff to key financial
and management positions;
preparation of the annual report,
•
related financial statements and
annual audit thereof; and
a risk management policy and
•
procedure which incorporates a risk
register to assist with the identification
and management of risk.
The principal areas of risk for the
Company are set out in the Directors’
report on page 32.
The Audit and Risk Committee also
ensures that appropriate procedures,
resources and controls are in place to
comply with the AIM rules and monitors
compliance thereof. The Company has
adopted a model code for Directors’
share dealings which is appropriate for
an AIM listed company. The Directors
comply with Rule 21 of the AIM Rules
relating to Directors’ dealings and take all
reasonable steps to ensure compliance
by the Company’s applicable employees.
There are also anti-bribery and
corruption, whistleblowing, and
environmental policies, as well as an
annual review of compliance with the
Irish Companies Act 2014.
In order to ensure the independence
and objectivity of the external auditor,
the Audit and Risk Committee reviews
the provision of non-audit services by its
external auditor to ensure that such
services do not impair the independence
or objectivity of the external auditor.
Activities of the
Audit Committee
The internal audit role was reviewed
again in November 2020 and it was
considered appropriate to restart the
“The Audit and Risk Committee was focused on
maintaining strong standards of governance and
risk management during the year.”
programme during 2021. The internal
audit role reports into the Audit and
Risk Committee and the main processes
of control reviewed during 2021 were
as follows:
Review of Procurement to Pay
•
processes;
Payroll controls review; and
•
Treasury controls review.
•
The Audit and Risk Committee reviewed
the Corporate Risk Register at its
meeting on 17 May 2021.
2021 financial statements
The Audit and Risk Committee reviewed
the 2021 interim financial statements.
The Audit and Risk Committee reviewed
the planning of the 2021 audit and the
annual report. With regard to the
Group’s financial statements, the Audit
and Risk Committee considered:
the appropriateness of the Group’s
•
key accounting policies;
the clarity and acceptability of
•
accounting policies and practices;
the clarity of the disclosures and
•
compliance with financial reporting
standards and relevant financial and
governance reporting requirements;
material areas in which significant
•
judgements have been applied or
there has been discussion with the
external auditor; and
whether the Annual Report and
•
financial statements taken as a
whole present a fair, balanced and
understandable body of information
that provides the data necessary for
shareholders to assess the
Company’s performance, business
model and strategy.
The Audit and Risk Committee
received and considered memoranda
from management regarding these
matters and discussed these with the
external auditor.
The Audit and Risk Committee
determined that the key risks of
misstatement of the Group’s financial
statements related to the carrying value
of the Loan Notes and equity interest
for both MLPL and ELI and the Net
Profit Interest (“NPI”) on the Barryroe oil
field and going concern. These matters
were discussed with management
during the year when the Committee
considered the interim financial
statements and in 2022 when the
Committee reviewed the 2021 Annual
Report and Financial Statements.
Valuation of MLPL Loan Notes
and equity interest
At 31 December 2021 there was
US$99.3 million* at par value (US$96.5
million under IFRS) outstanding (before
interest) on the MLPL Loan Notes.
The value of the equity interest in
MLPL at 31 December 2021 was
US$58.6 million. The Audit Committee
considered the waiver granted to MLPL
on repayment of the loan notes pending
the completion of the Midwestern
transaction and the ability of the
underlying parties and assets to meet
the obligation to the Company and the
value of the equity interest both in the
light of the performance to date and
expected future performance. This is
explained in detail in Note 13 and 15
of the financial statements.
Valuation of ELI Loan Notes
and equity interest
At 31 December 2021 there was
US$18.0 million* at par value (US$17.8
million under IFRS) outstanding (before
interest) on the ELI Loan Notes. The
value of the equity interest in ELI at
31 December 2021 was US$Nil. The
Audit Committee considered the ability
of the underlying parties and assets to
meet the obligation to the Company and
the value of the equity interest both in
the light of the performance to date and
expected future performance. This is
explained in detail in Note 13 and 15 of
the financial statements.
Valuation of 4.5% NPI on the
Barryroe oil field
The carrying value of the 4.5% NPI on
the Barryroe oil field at 31 December
2021 was decreased to US$4.3 million.
The Company adopted the
market-based valuation approach for
this investment as it considered it a
reasonable and appropriate method to
determine carrying value. The Audit
Committee noted the announcement
post balance date that Providence
Resources Ltd has raised US$1.8 million
to address the near-term working capital
requirements as well as to pursue its
Lease Undertaking application for
Barryroe and progress preparation for
an appraisal well in 2023.
Going concern
The Audit Committee reviewed the
detailed cash flow forecast for the Group
and the Company for the period from
1 July 2022 to 31 December 2023 and
the principal assumptions underlying the
cash flow forecast. This included a review
of the impact of the proposed
Midwestern transaction as well various
scenarios should the potential
transaction not complete (see Note 1 to
the Financial Statements). The Audit
Committee considered all the likely
scenarios and concluded that there
exists a material uncertainty that the
Group and Company will have adequate
resources for the next 12 months.
Nevertheless, despite the material
uncertainty the Audit Committee
concluded that there is a reasonable
expectation that there will be adequate
resources and it was therefore
appropriate to recommend adoption
of going concern as the basis of
preparation of the financial statements.
Signed on behalf of the Audit and Risk
Committee by:
John Brown
Audit and Risk Committee
8 July 2021
26 SAN LEON ANNUAL REPORT 2021
* Refer to Alternate Performance Measures on page 133 for full reconciliation of IFRS numbers and
Alternative Performance Measures.
Audit and Risk Committee report
Continued
“The Remuneration Committee seeks to attract and
retain individuals of the highest calibre to deliver the
growth strategy of the Group.”
SAN LEON ANNUAL REPORT 2021 27
Overview
Strategic report
Corporate governance
Financial Statements
Other information
Remuneration Committee report
The Group’s policy on senior executive
remuneration is designed to attract and
retain individuals of the highest calibre
who bring relevant experience and
independent views to the development
of policy, strategic decisions and
governance of the Group.
Roles and Responsibilities
Determine and agree with the Board
•
the policy for the remuneration of the
Chairman, the Executive Directors,
the Company Secretary and such
other members of the executive
management as it is required by the
Board to consider;
Review and approve long and
•
short-term incentive plans and
payments including but not limited to
share incentive plans, option plans,
performance targets, bonuses, goals
and remuneration package
recommendations from the CEO in
respect of Executive Directors;
Review and approve long and
•
short-term incentive plans for the
Company; and
Consider any matters as may be
•
requested by the Board.
In determining remuneration levels,
the Remuneration Committee takes
into consideration the practices of other
companies of similar scope and size.
A key philosophy is that staff should
be properly rewarded and motivated
to perform in the best interests of
the shareholders.
Director emoluments and pension contributions, excluding share option arrangements, during the year ended
31 December 2021 were as follows:
Salary & Fees & 2021
emoluments Bonus Pension services Benefits Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Mutiu Sunmonu 1 – – – 164 – 164
Oisín Fanning 1,306 373 249 68 31 2,027
Joel Price 481 117 36 68 9 711
Julian Tedder 2 39 – 3 6 – 48
Lisa Mitchell 3 420 – 32 57 8 517
Alan Campbell 4 167 – 11 24 2 204
Adekolapo Ademola – – – 68 – 68
John Brown 5 – – – 45 – 45
2,413 490 331 500 50 3,784
1
The Group has a consultancy agreement with Mutiu Sunmonu and Greenbay Energy Resources Limited and Mutiu Sunmonu and
Caledonian Properties Nigeria Limited. Please see Note 29 for further details.
2
Appointed 1 December 2021.
3
Resigned 29 October 2021.
4
Resigned as Director on 7 May 2021.
5
Appointed 7 May 2021.
28 SAN LEON ANNUAL REPORT 2021
Remuneration Committee report
Continued
Director emoluments and pension contributions, excluding share option arrangements, during the year ended
31 December 2020 were as follows:
Salary & Fees & 2020
emoluments Bonus Pension services Benefits Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Mutiu Sunmonu 1 – – – 163 – 163
Oisín Fanning 1,334 593 – 68 26 2,021
Joel Price 448 193 33 68 8 750
Lisa Mitchell 448 193 33 68 7 749
Alan Campbell 2 448 193 33 68 3 745
Mark Phillips 3 – – – 33 – 33
Linda Beal 4 – – – 63 – 63
Bill Higgs 5 – – – 26 – 26
Adekolapo Ademola 6 – – – 50 – 50
2,678 1,172 99 607 44 4,600
1
The Group has a consultancy agreement with Mutiu Sunmonu and Greenbay Energy Resources Limited and Mutiu Sunmonu and
Caledonian Properties Nigeria Limited. Please see Note 29 for further details.
2
Resigned as Director on 7 May 2021.
3
Resigned 29 June 2020.
4
Resigned 7 December 2020.
5
Resigned 18 May 2020.
6
Appointed 7 April 2020.
In addition to the emoluments above, in accordance with IFRS 2 share-based payments, a cost of US$Nil (2020: US$418,048) has
been recognised in respect of share options granted to Directors. A total of US$Nil (2020: US$Nil) was recognised in respect
of Directors options modified in the year. See Note 25 for further details of share options.
Directors’ interests
The Directors and Company Secretary who held office at 31 December 2021, except where indicated, had no interests other than
those shown below in the Ordinary Shares of the Company. All interests are beneficially held by the Directors.
Number of Ordinary Shares
Director 07/07/22 31/12/21 01/01/21
Oisín Fanning 9,495,864 9,495,864 9,495,864
SAN LEON ANNUAL REPORT 2021 29
Share options
Details of share options granted to the Directors are as follows:
Options at Options at
01/01/21 Granted in year Lapsed in year 31/12/21 Exercise price Expiry date
Mutiu Sunmonu 1,000,000 – – 1,000,000 £0.45 20/09/23
Oisín Fanning 1,500,000 – – 1,500,000 £0.45 20/09/23
Joel Price 2,000,000 – – 2,000,000 £0.45 30/09/22
1,500,000 – – 1,500,000 £0.45 20/09/23
Alan Campbell 1 2,000,000 – – 2,000,000 £0.45 30/09/22
1,500,000 – – 1,500,000 £0.45 20/09/23
Lisa Mitchell 2 1,000,000 – (1,000,000) – £0.45 22/03/28
Adekolapo Ademola 3 1,000,000 – – 1,000,000 £0.45 22/03/28
1
Resigned on 7 May 2021.
2
Resigned on 29 October 2021.
3
On his appointment on 7 April 2020, the Board approved the grant of 1,000,000 of share options at a strike price of £0.45, however as the
Company was in a close period at the date of award these options were not formally awarded at the time. The fair value of these options has been
calculated at US$344,332. The options have since been awarded on 23 March 2021.
Transactions involving Directors
Contracts and arrangements of significance during the year in which Directors of the Company were interested are disclosed in
Note 29 to the financial statements.
Signed on behalf of the Remuneration Committee by:
Mutiu Sunmonu
Remuneration Committee Chair
8 July 2022
Overview
Strategic report
Corporate governance
Financial Statements
Other information
“For the Group to deliver its strategy it needs a leadership
team with the requisite skills and experience.”
30 SAN LEON ANNUAL REPORT 2021
Nomination Committee report
The Committee held three meetings in
2021. Membership during the year
comprised of the Chairman Mutiu
Sunmonu, Adekolapo Ademola
(appointed to the Nomination
Committee on 25 May 2021), the Chief
Executive Officer Oisín Fanning and John
Brown (appointed on 7 May 2021).
Role and Responsibilities
Review the structure, size and
•
composition of the Board and
recommend any changes to the Board;
Carry out succession planning for the
•
Board and other senior executives;
Be responsible for filling board
•
vacancies when they arise and, before
any appointment is made, evaluating
the balance of skills, knowledge, and
experience on the Board; and
Make recommendations to the Board
•
on all new appointments to the Board.
The Committee continues to regularly
review the structure, size and
composition (including the skills,
knowledge and experience) required of
the Board compared to its current
position and will make recommendations
as required to the Board on the Board’s
composition and balance.
Before any appointment is made by the
Board, the Committee will evaluate the
balance of the skills, knowledge and
experience on the Board, and in light of
this evaluation prepare a description of
the role and capabilities required for a
particular appointment. In identifying
suitable candidates, the Committee shall
consider using services of external
advisors to facilitate the search for
candidates from a wide range of
backgrounds; and on merit and against
objective criteria, take care that
appointees have enough time available
to devote to the position.
The Committee also will review the
Directors’ existing conflicts of interests
every six months, or more frequently as
required. Board succession planning is
an ongoing consideration and we
continue to focus on this.
During 2021 John Brown was appointed
to the Board as Independent
Non-Executive Director and Chair of the
Audit and Risk Committee, and member
of the Remuneration and Nomination
Committees and Julian Tedder was
appointed to the Board as Chief
Financial Officer
The Committee is of the view that the
Board including the current senior team
is fit for purpose, with the requisite skills
and experience to support the business.
In accordance with the Articles of
Association, Mutiu Sunmonu and Oisín
Fanning retire from the Board by
rotation and, being eligible, offer
themselves for re-election.
Mutiu Sunmonu
Nomination Committee Chair
8 July 2022
SAN LEON ANNUAL REPORT 2021 31
Health and Safety Committee report
During 2021 the Health and Safety
Committee reviewed the terms of
reference, a copy of which is available
on the Company’s website.
Roles and Responsibilities
The management of business and
operational risk is a key success
factor for the Company, as such
the Committee will:
Report significant changes to the
•
operational risk profile of the business
as necessary;
Monitor the Company’s risk
•
assessment procedure and action
plans for all operational risks; and
Ensure that the controls to prevent
•
and mitigate the most significant
operational risks for the business
are in place and functioning.
Health, Safety and
Environment
The protection of people, the
environment and our assets are
central to San Leon Energy’s values
and principles and as such the
Committee will:
Ensure health and safety audits of
•
each operation and country office are
carried out at such times that the
Committee deems appropriate
considering the scale and nature of
the operations; and
Ensure the Company’s Health, Safety
•
and Environmental Policy (“HSE Policy”)
meets or exceeds international oil
and gas practice appropriate to the
Company’s operations and meets
the required legal and regulatory
standards for the jurisdictions in
which we work.
Ethics and Corporate
Social Responsibility
The Company will conduct business with
the highest ethical values and will be
socially responsible in the communities
in which we work.
The Committee will govern the
Company’s ethics policy and code
of ethics to ensure ethical
business practice.
Security
The security of our people and our
assets is of paramount importance to the
Company, as such the Committee will:
Ensure appropriate security controls
•
and systems are in place and
operational; and
Ensure that the Company’s journey
•
management procedure is adequate
and functioning.
An updated health, safety, environment
and quality management system was
noted as being required for office
based activity, inclusive of a journey
management policy. In the interim,
standard journey management protocols
are being followed for travel to Nigeria.
Anti-Bribery and Corruption, and
Whistleblowing policies, have been
circulated to all employees and
acknowledged. The Ethics and
Corporate Social Responsibility
policies are to be reviewed.
Given the importance and increased
focus on ESG since Covid-19, the ESG
Committee was formally constituted in
December 2020. The ESG Committee
did not meet in 2021 due to the changes
to the Board composition during the
year, but will meet in 2022 on at least
two occasions to develop the
Committee’s Terms of Reference and
fully establish the Group’s ESG strategy
and targets for the years to come.
Mutiu Sunmonu
Health and Safety Committee Chair
8 July 2022
Overview
Strategic report
Corporate governance
Financial Statements
Other information
“The Health and Safety Committee is committed
to ensuring that health and safety is the top priority
of the Group.”
32 SAN LEON ANNUAL REPORT 2021
Directors’ report
for the year ended 31 December 2021
The Directors present their annual
report together with the audited
financial statements of San Leon Energy
plc (“the Company”) and its subsidiaries
(collectively “the Group”) for the year
ended 31 December 2021.
Principal activity and
future developments
The principal activities of the Company
are the holding of an initial indirect
10.58% economic interest in OML 18
Nigeria, through its investment in MLPL,
and the exploration and production of
oil and gas, and a 13.323% interest in
Energy Link Infrastructure (Malta) Ltd
(“ELI”). ELI’s sole asset is the proposed
new Alternative Crude Oil Evacuation
System (“ACOES”) constructed to provide
a dedicated oil export route from the
OML 18 asset to a Floating Storage
and Offloading (“FSO”) vessel.
A detailed review of activities for the year
and future prospects of the Group is
contained in the Chairman’s Statement
and CEO’s Statement.
Results and dividends
The Group profit/(loss) for the year after
providing for depreciation and taxation
amounted to a profit of US$40.7 million
(2020: loss of US$11.9 million). Net
assets of the Group at 31 December
2021 amounted to US$176.2 million
(2020: US$152.1 million). Exploration &
evaluation impairments/write off totalled
US$0.2 million in 2021 (2020: US$0.2
million). There was no special dividend
paid in 2021 (2020: US$33.3 million).
Principal risks and
uncertainties
There are a number of potential risks
and uncertainties that could have a
material impact on the Group’s
long-term performance. The Board has
overall responsibility for managing risk.
The Group’s principal areas of oil and
gas exploration and production activity
are in Nigeria and a Net Profit Interest
on the Barryroe oil field (offshore
Ireland). The Group has a management
structure and system of internal controls
in place designed to identify, evaluate,
manage and mitigate business risk,
including health and safety risks. Risks
are formally identified and recorded in
a risk register which is reviewed by the
Board and appropriate processes are
in place to implement and monitor
mitigating controls.
The Executive Directors are closely
involved in the day-to-day management
of the business and have oversight of all
the controls the business has in place,
including financial, operational (including
health and safety) and compliance
controls, as well as overseeing risk
management. Each Board member
commits sufficient time to fulfil their
duties and obligations to the Board and
the Company.
The Audit and Risk Committee, which is
comprised of certain Independent
Non-Executive Directors, monitors and
promotes high standards of integrity,
financial reporting, risk management and
internal control. For details of the Audit
and Risk Committee’s performance refer
to the Audit and Risk Committee Report
on page 24. Risks and uncertainties,
which are not exhaustive, which are
particularly relevant to the Company
and the Group’s business activities are
considered to be the following:
Going concern and
Loan Notes repayment
The Directors have prepared a detailed
cash flow forecast for the period from
1 July 2022 to 31 December 2023. The
principal assumptions underlying the
base case cash flow forecast and the
availability of finance to the Group are
that the proposed Midwestern
transaction is completed in Q4 2022,
Eroton acquires an additional 18%
interest in OML 18 and a loan of
US$50 million is secured to finance
the Potential Transaction.
Due to the potential Transaction not
having completed at the date of the
Annual Report there is an inherent
material uncertainty that completion will
occur as anticipated. The Group has
modelled various other scenarios
assuming the Potential Transaction does
not complete and given the Group’s well
understood cost base, the principal
uncertainty if the Potential Transaction
does not complete relates to the
quantum and timing of receipt of
interest and capital repayments on the
Loan Notes with MLPL and ELI.
Based on its consideration of the Group
cash flow projections and underlying
assumptions, the Directors have
concluded that the combination of
circumstances underpinned by the
completion of the Potential Transaction
represents a material uncertainty which
may cast significant doubt on the Group’s
ability to continue as a going concern.
Nevertheless, the Directors have a
reasonable expectation that the Group
will have adequate resources to
continue to discharge its debts as they
fall due for a period of at least 12
months from the date of the Annual
Report. Accordingly, the Directors
continue to adopt the going concern
basis of preparation of the financial
statements for the year ended
31 December 2022.
Risk Management
Managing risks in an international oil and
gas company is essential to stability and
long-term sustainability. The Company’s
Board has overall responsibility for risk
identification and control and has
developed a risk management structure
to identify risks, evaluate the impact of
certain risks, assess the likelihood of
risks occurring and implementing risk
mitigation measures where possible to
reduce each risk to an acceptable level
in accordance with the Group’s
appetite for risk.
SAN LEON ANNUAL REPORT 2021 33
Risks are formally identified and
recorded in a risk register which is
reviewed twice a year by the Board
and at every Audit and Risk committee
meeting by the Audit and Risk
Committee. The Executive Directors
are closely involved in the day-to-day
management of the business and
have oversight of all the controls the
business has in place, including
financial, operational (including HSE)
and compliance controls, as well as
overseeing risk management.
As part of our overall goal to reduce
risk across the organisation, a Risk
Management Policy and Procedure was
developed and presented to the Audit
and Risk Committee in February 2020.
This provides a procedure for the
management of the Company’s risk.
As part of the risk management
procedure, the Company has developed
a detailed risk register which identifies
business continuity risks, corporate
governance risks, security risks,
financial risks and health, safety and
environment protection risks.
The Board recognises that risk cannot
be fully eliminated but it is their
responsibility to ensure that risk
assessment and mitigation is as
thorough and vigorous as possible.
The following principal risks and
uncertainties, which are not exhaustive,
with their mitigation actions are
particularly relevant to the Company.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
Risk
STRATEGIC RISK
Detail
Mitigation
Year on year
change
Lack of MLPL
Loan Notes
Repayments
The Company will not be able
•
to fund current operations or
invest for future expansion.
Strong financial discipline.
•
Maintain sufficient working capital for 12
•
months look ahead.
Monitor the situation and maintain
•
dialogue and good relations with OML 18
partners and investors, relevant Nigerian
national and regional authorities.
Midwestern Oil and Gas Limited Loan Note
•
guarantee.
If the Potential Transaction completes later
•
in 2022, the MLPL Loan Notes will be
extinguished as part of the consideration.
No change
Partnership risk
Risk of relationship with
•
partners deteriorating or
partner having insufficient
financial or technical
resources.
Partners in joint ventures are reputable
•
with significant experience and financial
resources. Continuous dialogue maintained
with partners.
The Company has Board representation
•
throughout the ownership structure
allowing a transparent working relationship.
No change
Executive
ownership
CFO –
Julian
Tedder
Potential
Transaction does
not complete
The Potential Transactions are
complex and there is a high
degree of interaction between
the various aspects of the
transactions and a risk that
they may not complete.
Engage with all the counterparties to
•
complete all required legal agreements;
Ensure new loan is drawn down to allow
•
funding of the further ELI transactions; and
Work closely with Midwestern to ensure
•
all conditions to completion are satisfied.
New risk
CEO –
Oisín
Fanning
CEO –
Oisín
Fanning
34 SAN LEON ANNUAL REPORT 2021
Directors’ report
Continued
OPERATIONAL RISK
Political
Instability / OML
18 operational
disruption
OML 18 operations are
•
exposed to the risk of delays
and interruptions to
production due to various
causes including political
instability, sabotage, pipeline
losses, operational downtime,
slow progress caused by
unexpected downhole
challenges, operational funding,
and procedural delays with JV
partners and authorities.
Severe operational delays or
•
disruption could lead to an
inability to produce oil and
repay the Eroton RBL debt
facility, which could lead to the
loss of OML 18, or an inability
to pay dividends.
Eroton is a local experienced operator
•
completely focused on OML 18 regulatory
requirements and maintaining dialogue
with local communities.
San Leon Energy provides Eroton with
•
technical and financial services through an
Asset Management Agreement.
No change
Geological and
development
Risk
The Company depends on
•
maintaining successful
development projects to
achieve revenue and success.
However, the level of
production and cash flow from
OML 18 is an estimated
value and may not materialise
as originally expected. This risk
is specific to the geological and
engineering factors involved in
estimation and projection of
the expected capacity of new
or existing projects.
The Group utilises its experience, external
•
contractors and that of its partners, in
particular Eroton, to determine the resource
and development assumptions to ensure
the Board maintains a realistic view of
resources and development expectations.
Annual review of reserves by an
•
independent consultant.
Ensure industry best practice regarding
•
technical estimates and judgements.
No change
CEO –
Oisín
Fanning
COO –
Joel Price
STRATEGIC RISK CONTINUED
Risk
Detail
Mitigation
Year on year
change
Executive
ownership
Further
pandemics
Further lockdowns due to new
•
pandemics or continued
Covid-19 escalation creating
renewed pressure on oil
pricing.
Reduced income stream and
•
repayment of loan notes due
to this.
Continue to follow government advice and
•
lockdown measures whilst maintaining and
minimizing disruption to business.
Implement suitable safety policy that can
•
be implemented for staff and visitors
should there be further pandemics.
Continued close relationships with partners.
•
Decreased
CEO –
Oisín
Fanning
SAN LEON ANNUAL REPORT 2021 35
Overview
Strategic report
Corporate governance
Financial Statements
Other information
Health, Safety &
Environmental
risk
The industry faces high risk
•
operating conditions and HSE
risks, posing the threat of
Industrial accidents; natural
disasters.
Impact from a pandemic or
•
epidemic affects the ability of
the Company or the Joint
Ventures from being able to
successfully operate the
assets. (Such as Covid-19
virus.)
The Company has a Health and Safety
•
Committee to ensure risks are managed
appropriately in accordance with
international best practice and legislation.
Promote and facilitate best practice
•
international standards.
Embedding a strong HSE culture, with
•
support at a high level in the Company.
Adequate insurances to be in place at the
•
operational level.
The Company is dependent on its
•
operating partners to impose and maintain
required standards to operations.
Early adoption of guidance based on World
•
Health Organisation (“WHO”) guidance.
No change
COO –
Joel Price
OPERATIONAL RISK CONTINUED
FINANCIAL RISK
Cyber risk
Major cyber breach may result
•
in loss of confidential data and
business disruption.
Prevention software in place and regularly
•
monitored.
Back-up system and business recovery
•
plan in place.
No change
Commodity
price risk
Volatility and decreases in oil
•
or natural gas prices can lead
to insufficient funds to finance
growth plans. This may lead to
the inability to repay Reserve
Based Lending facility debt,
or inability to pay dividends.
The field could become
uneconomic and there would
be an inability to fund capital
development.
The demand for, and price of oil and gas is
•
dependent on supply and demand, actions
of governments and general global
economic and political developments.
Eroton, as operator of OML 18, have
hedging requirements under its RBL facility.
Capital discipline and monitoring.
•
Decreased
Human
resource risk
Ability to recruit and retain key
•
senior personnel in key senior
management positions is
essential to ensure success.
Compensation packages are discussed at
•
the Remuneration Committee and approved
by the full Board, with remuneration for key
executives being highly competitive.
Staff packages are validated for
•
competitiveness.
Flexible working arrangements allowed.
•
Creation of a long-term incentive scheme
•
to align management remuneration with
creation of Shareholder value.
No change
CFO –
Julian
Tedder
CFO –
Julian
Tedder
CEO –
Oisín
Fanning
Risk
Detail
Mitigation
Year on year
change
Executive
ownership
Directors
The Directors of San Leon Energy plc, all
of whom served for the full year, except
where indicated, are as follows:
Mutiu Sunmonu, Non-Executive
•
Chairman
Oisín Fanning, Chief Executive Officer
•
Joel Price, Chief Operating Officer
•
Julian Tedder, Chief Financial Officer
•
(appointed 1 December 2021)
Alan Campbell, Commercial and
•
Business Development Director
(resigned 7 May 2021)
Lisa Mitchell, Chief Financial Officer
•
(resigned 29 October 2021)
Adekolapo Ademola, Non-Executive
•
Director
John Brown, Independent Non-Executive
•
Director (appointed 7 May 2021)
In accordance with the Articles of
Association, Mutiu Sunmonu and Oisín
Fanning retire from the Board by
rotation and, being eligible, offer
themselves for re-election.
36 SAN LEON ANNUAL REPORT 2021
Directors’ report
Continued
FINANCIAL RISK CONTINUED
Bribery &
corruption
Reputational damage and
•
exposure to possible criminal
charges.
The area in which the Company holds its
•
material asset scores high relatively to
many countries with regard to bribery and
corruption issues. The Company has a
zero-tolerance policy on such matters.
The Company has an Anti-Bribery &
Corruption Policy in place that is monitored
and updated in accordance with UK
standards. The Company also has a
Whistleblowing Policy in place to encourage
confidential reporting of any issues that
may be illegal or suspicious.
No change
REPUTATIONAL RISK
Availability of
capital /
insufficient funds
The Oil and Gas industry is
•
capital intensive with
significant amounts of capital
required for development of
assets. The Group’s business
partners may require
significant capital expenditure
and the future expansion and
development of its business
could require future debt and
equity financing. The future
availability of such funding may
not always be certain, which
may lead to funding shortages.
Insufficient funds at the Group
•
level to finance growth and
pay dividends.
Active dialogue maintained with financial
•
institutions and investors.
There is a significant population of
•
investors who are willing to invest in
companies like San Leon.
Management has a strong track record of
•
successful fundraisings.
Discretionary spend actively managed.
•
Continued engagement with partners and
•
lenders.
Maintain controls in relation to systems
•
and processes around spend and
Delegation of Authority.
Monthly reporting.
•
Forecasting.
•
Maintain financial discipline.
•
No change
CEO –
Oisín
Fanning
CFO –
Julian
Tedder
Risk
Detail
Mitigation
Year on year
change
Executive
ownership
SAN LEON ANNUAL REPORT 2021 37
Overview
Strategic report
Corporate governance
Financial Statements
Other information
Significant shareholders
The Company has been informed that, in addition to the interests of the Directors at 31 December 2021 (see Remuneration
Report), the following shareholders owned 3% or more of the issued share capital of the Company:
Percentage of issued share capital
07/07/22 31/12/21 31/12/20
Funds managed by Toscafund Asset Management LLP 72.62% 72.62% 73.47%
Midwestern Oil & Gas Company Limited 13.18% 13.18% 13.18%
The Directors are not aware of any other holding of 3% or more of the share capital of the Company.
Acquisition of own shares
In 2021 the Company did not
repurchase any of its own shares
(2020: The Company completed the
repurchase of US$2.0 million of its own
shares between October 2019 and
January 2020).
Accounting records
The Directors are responsible for
ensuring adequate accounting records,
as outlined in Section 281 to 285 of the
Companies Act 2014, are kept by the
Company. The Directors, through the
use of appropriate procedures and
systems and the employment of
competent persons, have ensured that
measures are in place to secure
compliance with these requirements.
The books and accounting records are
maintained at 3300 Lake Drive, Citywest
Business Campus, Dublin 24.
Group transparency
Part 26 of the Companies (Accounting)
Act 2014 came into force on 1 January
2017. This required companies
operating in the extractive sector to
publicly disclose payments made to
National Governments. The Act
implements Chapter 10 of EU
Accounting Directive (2013/34/EU).
The payments disclosed are based on
where the obligation arose which in our
case is Ireland and Poland. Payments are
disclosed by licence where the aggregate
of the payment in the year exceeds
US$100,000 otherwise, they are
combined into a corporate level
payment which consolidated all the
smaller payments.
All of the payments disclosed in
accordance with the law have been
made to National Governments, covering
both direct and indirect payments.
The payments type covered by this
disclosure are:
Licence fees: licence fees cover the
•
costs associated with holding each
of our licences.
Licence fees
Licence US$’000
2021
Corporate # –
Total Poland –
2020
Corporate # –
Total Poland –
# Corporate is the consolidated total of all our
Polish licences where the total of each licence
payment in the year is less than US$100,000.
Relevant audit information
The Directors believe that they have
taken all necessary steps to make
themselves aware of any relevant audit
information and have established that
the Company’s statutory auditors are
aware of this information. In so far as
they are aware there is no relevant audit
information of which the Company’s
statutory auditors are unaware.
Events since the year end
Details of significant events since the
year end are included in Note 31 to the
financial statements.
Group undertakings
Details of the Company’s subsidiaries
are set out in Note B (page 114) to the
financial statements.
Donations
There were no political donations made
during the current or prior year.
Charitable donations were made of
US$4,285 (2020: US$6,000).
38 SAN LEON ANNUAL REPORT 2021
Directors’ report
Continued
Compliance policy statement
of San Leon Energy plc
The Directors, in accordance with
Section 225(2) of the Companies Act
2014, acknowledge that they are
responsible for securing the Company’s
compliance with certain obligations
specified in that section (‘relevant
obligations’). The Directors confirm that:
a compliance policy statement has
•
been drawn up setting out the
Company’s policies that in their opinion
are appropriate with regard to such
compliance;
appropriate arrangements and
•
structures have been put in place that,
in their opinion, are designed to
provide reasonable assurance of
compliance in all material respects
with those relevant obligations; and
a review has been conducted,
•
during the financial year, of those
arrangements and structures.
Auditor
The Auditor, KPMG, Chartered
Accountants, were first appointed
statutory auditor on 9 September 2010
and have been re-appointed annually
since that date and pursuant to Section
282(2) of Companies Act 2014 will
continue in office.
Oisín Fanning
Chief Executive Officer
Julian Tedder
Chief Financial Officer
8 July 2022
SAN LEON ANNUAL REPORT 2021 39
Corporate Responsibility
Overview
Strategic report
Corporate governance
Financial Statements
Other information
ESG & Sustainability
San Leon continues its commitment to
ensuring that we operate our business
in a way that is sustainable and benefits
the local communities in which we have
a presence. Given the importance and
increased focus on ESG throughout the
pandemic, the ESG Committee was
formally constituted in December 2020,
and despite the challenges caused by
the covid pandemic in 2021, the
Company continued to support and
deliver many sustainable projects.
The UN’s Sustainable Development
Goals (“SDGs”), a collection of 17 goals
designed to be a ‘blueprint to achieve
a better and more sustainable future
for all’ guides how we as a company
can best contribute to helping the
world meet these goals by 2030.
Environmental
As a company engaged in the
exploration and development of oil and
gas resources, care for the environment
is one of our key responsibilities and an
integral part of our business. San Leon
is committed to ensuring that the
Company complies with all relevant
environmental legislation, regulations
and approved practices to ensure that
our impact on the environment and
contribution to pollution is minimised.
In our environmental policy, San Leon
is committed to:
Comply with all relevant environmental
•
legislation, regulations and approved
codes of practice;
Protect the environment by striving to
•
prevent and minimise our contribution
to pollution of land, air, and water;
Seek to keep wastage to a minimum
•
and maximise the efficient use of
materials and resources;
Manage and dispose of all waste in
•
a responsible manner;
Provide training for our staff so that
•
we all work in accordance with this
policy and within an environmentally
aware culture;
Regularly communicate our
•
environmental performance to our
employees and other significant
stakeholders;
Develop our management processes
•
to ensure that environmental factors
are considered during planning and
implementation; and
Monitor and continuously improve
•
our environmental performance.
The policy statement is regularly
reviewed and updated as necessary.
The management team endorses these
policy statements and is fully committed
to their implementation.
Supporting Health, Education and Communities: Results from
our Corporate Responsibility policy in action are being seen
Above and right: Food deliveries to Benue,
Karo, Gwagwalada and Keffi area and also
to Ugwaka, Ollah, lgwogwo, Ojaji, Okotobo
areas over Christmas 2021.
San Leon Energy continues to be committed to and takes
its Corporate Social Responsibility in countries in which we
have an interest very seriously. The Company contributes
directly to projects in Nigeria when possible and where we
trust our contributions can have a direct impact on the
environment and communities we seek to assist.
40 SAN LEON ANNUAL REPORT 2021
Corporate Responsibility
Continued
Continuing on that success, San Leon
immediately began another school
project which began in April, 2021 in
Ikeje in Kogi State. It was completed
in November 2021, allowing more than
220 pupils to restart their education
with uniforms, books and desks. They
too left behind the inadequacy of
an open sided hut.
With the completion and furnishing of
these two schools, San Leon has built five
new schools in Achai, Abayol, Achusa,
Awo-Ogbagbala and Ikeje which we hope
lays the foundation for a better tomorrow
for these children and their communities.
San Leon also continues to support
education in other ways by:
covering tuition fees for third level
•
students;
providing the fees, books and school
•
clothes for orphans and vulnerable
children in Kojoli, Adamawa State in
the North-Eastern part of Nigeria; and
providing school fees, books, and exam
•
fees for children from poor homes
mostly in Makurdi and Idah areas.
Social
San Leon firmly believes that by enabling
people through skills development and
education, all stakeholders in society will
benefit from growth and prosperity.
San Leon is committed to supporting
health, education and community
projects in countries in which we have a
presence. The Company wants to meet
its social responsibilities and contribute
directly to society when possible and
where we trust our contributions can
have a direct impact on the environment
and communities we seek to assist.
In Nigeria, for example, San Leon has
seen the immense benefits derived by
communities where a medical centre,
water projects, schools, educational
support and training have been
provided. We have witnessed amazing
people build on the support we have
been honoured to give – where local
government and communities
subsequently staffed and used the new
facilities built by San Leon, to allow
society to blossom. We have been
encouraged to build on our work,
year-on-year, by seeing how it has
enabled others to willingly grasp these
new projects and shape a sustainable
future for their families and communities.
The building of projects is in addition to
our ongoing training and support for
small women led enterprises and the
installation of motorised water supply
stations that can often transform
people’s daily lives and assist sustainable
living. San Leon has also helped many
impoverished and vulnerable families by
contributing food, shelter, clothing as well
as direct educational and medical support.
Supporting education
While immediate daily supports are
critical for some families, we firmly
believe in seeking ways to break the
cycles of poverty by supporting
education as a way to underpin hope
and change in the future. San Leon has
supported hundreds of young and
vulnerable people in education through
direct support and by funding the
construction of new schools in Nigeria.
In April 2021, San Leon completed a new
six classroom block in Awo-Ogbagbala,
a remote area in Kogi state. Prior to San
Leon providing almost 300 pupils with
a new six-classroom school complete,
with desks, books and school uniforms
these children had to endure education
in an open-sided hut, with no desks,
books or materials. Education for these
children was limited and almost
non-existent at times, but we have been
told the new school, like others built
through support from San Leon, has
given children a previously dreamt-of
learning space.
We have been encouraged
to build on our work,
year-on-year, by seeing
how it has enabled others
to willingly grasp new
projects and shape a
sustainable future for their
families and communities.
San Leon has supported
hundreds of young and
vulnerable people in
education through direct
support and by funding
the construction of new
schools in Nigeria.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
SAN LEON ANNUAL REPORT 2021 41
Opposite: The Ogbagbala and Ikeje open-sided huts where children were educated prior to moving
into the two new schools.
Top: In April 2021 the new six classroom block in Awo-Ogbagbala, a remote area in Kogi state. Prior
to San Leon providing almost 300 pupils with the school complete, with desks, books and school
uniforms the children had to endure education in an open-sided hut, with no desks, books or materials.
Above: The second school project in Ikeje, Kogi State, completed in November 2021, allowing more
than 220 pupils to restart their education with uniforms, books, and desks.
San Leon believes that by enabling people
through skills development and education,
all stakeholders in society will benefit from
growth and prosperity. San Leon has built
and furnished five schools which we hope
lays the foundation for a better tomorrow
for these children and their communities.
Education
San Leon firmly believes in seeking ways to break the
cycles of poverty by supporting education as a way to
underpin hope and change in the future. We have built
five new schools in Achai, Abayol, Achusa, Awo-Ogbagbala
and Ikeje which we hope lays the foundation for a better
tomorrow for these children and their communities.
42 SAN LEON ANNUAL REPORT 2021
Corporate Responsibility
Continued
The Company supports the training and establishment
of women-led enterprises that can provide people with
a sustainable source of income. San Leon was delighted
to see 20 more women graduate from catering school in
2021 through support by the Company. The women who
were trained in tailoring have also been busy making
school uniforms for new schools built in 2021.
Supporting women-led
enterprise
The Company also supports the training
and establishment of small women-led
enterprises that can provide people
with a sustainable source of income.
Following the hugely successful training
of approximately 60 women from the
states of Nassarawa, Benue State,
Enugu, Kogi, and Gwagwalada in tailoring
and catering, San Leon was delighted to
see 20 more women graduate from
catering school in 2021 through support
by the Company.
Many of these women have set up their
own small enterprises and the catering
graduates can hope to establish small
businesses like cake making, bakeries
and food vending. Many of these women
have been employed in restaurants and
eateries within and outside the
communities, while others have set up
bean cake shops, eateries and food
stalls. We have also been told some
now have fruit juice shops, using fruits
available in the local communities.
We have been informed this support is
transforming lives given where many
women who before now were struggling
with obtaining the most basic necessity
of life, food, are today able to afford food
and educate their children. The women
who were trained in tailoring have also
been busy making school uniforms for
new schools built in 2021.
Water infrastructure
projects
Through our presence in Nigeria, we
have seen how water supply projects
have not only relieved the suffering of
these communities but have given
dignity, health, time and opportunities
to people in the villages, particularly to
young girls and women who are mostly
burdened with walking long distances in
search of water in streams and rivers
that are often unhygienic.
Following on from our successful water
projects in Mbalom, Benue State and
Igwo-gwo in Kogi State in previous years,
San Leon particularly focused on
providing other communities with water
in 2021. Two additional water projects
were successfully completed in the
Yaikyo-Kanshio community of Benue
State and Ochaja, Kogi State, in the
first half of 2021, and a further water
project was completed in Amuna-Ateodu,
Kogi State, in October 2021.
It is often very difficult, and sometimes
unsuccessful, when trying to drill for
water sources in communities in Nigeria,
and San Leon encountered many days
throughout 2021 when the community of
Odolu, in Kogi State were wondering if
water could be found in for their remote
village. There were times that the project
could have faltered but with the
persistence of local people and engineers,
we were delighted to be told that the
Odolu water project was completed and
commissioned on Christmas Eve 2021,
an event which brought a great sense of
the joy and hope to this community.
With the completion of this project,
San Leon has supported the provision
of clean water for six communities
across Benue and Kogi States in Mbalom,
Igwo-gwo, Yaikyo-Kanshio, Ochaja,
Amuna-Ateodu and Odolu.
By providing motorised water boreholes
and storage tanks, the projects have not
only relieved the daily toil of getting water
for these communities and their
immediate neighbours but time saved
can be spent on education, work and
with families.
Above: Of the 20 women who graduated
from the Catering School in 2021, many are
now employed in restaurants and eateries
in their local communities.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
SAN LEON ANNUAL REPORT 2021 43
Women-led enterprise
We have funded the training of approximately 50 women
from the states of Nassarawa, Benue State, Enugu, Kogi,
and Gwagwalada in tailoring and each woman was
donated a sewing machine to establish their own
enterprise, as making traditional African clothing and
other clothing is a sustainable local business.
Water projects
Through our presence in Nigeria, it has been brought
home to us the importance of water infrastructure in
communities and the onerous task many families face
each day to gather water. This burden often falls on
girls and women who have to walk long hard distances
in search of water in streams and unhygienic rivers.
With the completion of
these projects, San Leon
has supported the
provision of clean water
and transformed the lives
of children and families in
six communities across
Benue and Kogi States.
By seeking to help people across
communities, San Leon has been told it
has transformed the lives of children and
families. We hope, as part of our Corporate
Social Responsibility, that we are positively
benefitting society and giving optimism,
dignity and strength to people trying to
rebuild or better their lives and by also
focusing on infrastructural projects,
we hope we will leave a positive lasting
impact on communities.
Broader responsibility
San Leon Energy actively seeks
community involvement, dialogue and
debate and we seek to maintain high
standards to ensure we meet our
broader responsibility towards
communities and the environments
we work in.
We welcome strict regulation and
monitoring of our activities by authorities.
We work with regulators and inspectors
to make sure we meet best practice in
our operations and implement best
communication processes.
We are happy to respond to any
questions or issues people raise and
believe dialogue at all levels increases
understanding and trust.
We have also been fortunate to provide
local employment and foster talent
through the investment we are making
in local economies. By investing in and
supporting local business, education,
health and employment, we believe we
are investing in all of us.
Governance
The Company seeks to maintain high
standards of corporate governance to
ensure the business is run effectively.
We aim to conduct our business in
an open, honest and ethical manner.
The Board is accountable to
shareholders for good corporate
governance and has adopted the
principles of the Quoted Companies
Alliance Corporate Governance Code
to make sure that focus remains on
the pursuit of medium to long term
value for shareholders and company
stakeholders more broadly.
As part of this, we seek to behave as
a responsible employer and make
positive contributions to the local
economies in which we have an interest.
Engagement with local communities
in which we operate and conducting
social work has helped them
understand what we are doing.
Top left and right: The water project in
Amuna-Ateodu, Kogi State, was completed
in October 2021.
Right and below: The Odolu water project
was completed and commissioned on
Christmas Eve 2021, bringing a great sense
of the joy and hope to the community.
44 SAN LEON ANNUAL REPORT 2021
Statement of Directors’ responsibilities
in respect of the annual report and the financial statements
The Directors are responsible for
preparing the annual report and the
Group and Company financial
statements in accordance with
applicable law and regulations.
Company law requires the Directors to
prepare Group and Company financial
statements for each financial year. As
required by the AIM Rules, they are
required to prepare the Group financial
statements in accordance with IFRS as
adopted by the EU. The Directors have
elected to prepare the Company
financial statements in accordance with
IFRS as adopted by the EU and as
applied in accordance with the
Companies Act 2014.
Under company law the Directors must
not approve the Group and Company
financial statements unless they are
satisfied that they give a true and fair
view of the assets, liabilities and
financial position of the Group and
Company and of the Group’s profit or
loss for that year. In preparing each
of the Group and Company
financial statements, the Directors
are required to:
select suitable accounting policies and
•
then apply them consistently;
make judgements and estimates that
•
are reasonable and prudent;
state whether applicable Accounting
•
Standards have been followed,
subject to any material departures
disclosed and explained in the
financial statements;
assess the Group and Company’s
•
ability to continue as a going concern,
disclosing, as applicable, matters
related to going concern; and
use the going concern basis of
•
accounting unless they either intend to
liquidate the Group or Company or to
cease operations, or have no realistic
alternative but to do so.
The Directors are responsible for
keeping adequate accounting records
which disclose with reasonable accuracy
at any time the assets, liabilities, financial
position of the Group and Company and
the profit and loss of the Group and
which enable them to ensure that the
financial statements comply with the
provision of the Companies Act 2014.
The Directors are also responsible for
taking all reasonable steps to ensure
such records are kept by its subsidiaries
which enable them to ensure that the
financial statements of the Group
comply with the provisions of the
Companies Act 2014. They are
responsible for such internal controls as
they determine is necessary to enable
the preparation of financial statements
that are free from material misstatement,
whether due to fraud or error, and have
a general responsible for safeguarding
the assets of the Company and the
Group, and hence for taking reasonable
steps for the prevention and detection
of fraud and other irregularities. The
Directors are also responsible for
preparing a Directors’ report that
complies with the requirements of the
Companies Act 2014.
The Directors are responsible for the
maintenance and integrity of the
corporate and financial information
included on the Company's website.
Legislation in the Republic of Ireland
governing the preparation and
dissemination of financial statements
may differ from legislation in other
jurisdictions.
On behalf of the board
Oisín Fanning
Director
Julian Tedder
Director
8 July 2022
Financial statements
46
Independent Auditor’s report
52
Consolidated income statement
53
Consolidated statement of other
comprehensive income
54
Consolidated statement of changes in equity
56
Consolidated statement of financial position
57
Consolidated statement of cash flows
58
Notes to the financial statements
Company financial statements
108 Company statement of financial position
109 Company statement of changes in equity
110 Company statement of cash flows
111 Notes to the Company financial statements
Other information
133 Alternative performance measures
134 Corporate information
135 Glossary
136 Conversion
SAN LEON ANNUAL REPORT 2021 45
Financial statements
Overview
Strategic report
Corporate governance
Financial Statements
Other information
46 SAN LEON ANNUAL REPORT 2021
Independent Auditor’s report
to the members of San Leon Energy plc
Report on the audit of the financial statements
Opinion
We have audited the financial statements of San Leon Energy plc (“the Company”) and its consolidated undertakings (“the Group”)
for the year ended 31 December 2021 set out on pages 52 to 132, which comprise the Consolidated Income Statement, the
Consolidated Statement of Other Comprehensive Income, the Consolidated and Company Statements of Changes in Equity, the
Consolidated and Company Statements of Financial Position, Consolidated and Company Statements of Cash Flows and related
notes, including the summary of significant accounting policies set out in Note 1. The financial reporting framework that has been
applied in their preparation is Irish Law and International Financial Reporting Standards (“IFRS”) as adopted by the European Union.
In our opinion:
the financial statements give a true and fair view of the assets, liabilities and financial position of the Group and Company as
•
at 31 December 2021 and of the Group’s profit for the year then ended;
the Group financial statements have been properly prepared in accordance with IFRS as adopted by the European Union;
•
the Company financial statements have been properly prepared in accordance with IFRS as adopted by the European Union,
•
as applied in accordance with the provisions of the Companies Act 2014; and
the Group and Company financial statements have been properly prepared in accordance with the requirements of the
•
Companies Act 2014.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) 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 have fulfilled our ethical responsibilities under, and we remained independent of the Group
in accordance with ethical requirements that are relevant to our audit of financial statements in Ireland, including the Ethical
Standard issued by the Irish Auditing and Accounting Supervisory Authority (“IAASA”), as applied to listed entities.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial statements, which indicates that there is an inherent material uncertainty concerning
the Group’s and Company’s ability to continue as going concerns due to uncertainty associated with the completion of the proposed
reorganisation transaction, which may not occur, which underpins a number of other related assumptions (outlined below).
As stated in Note 1, these events or conditions, along with the other matters explained in Note 1, indicate that a material
uncertainty exists that may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
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’s and the Company’s ability to continue to adopt the going concern basis
of accounting included considering the inherent risks to the Group’s and Company’s business model and analysing how those risks
might affect the Group’s and Company’s financial resources or ability to continue operations over the going concern period.
The sensitivities we considered most likely to adversely affect the Group’s and Company’s future financial resources over the
going concern period is the significant uncertainty associated with the completion of the potential reorganisation transaction and
related assumptions.
Uncertainty relating to the completion of the proposed reorganisation transaction, to consolidate Midwestern Oil and Gas
Company Limited’s (“Midwestern”) shareholdings in: i) the Company; and ii) Midwestern Leon Petroleum Limited (“MLPL”) into a
single shareholding in the Company (the “Potential Transaction”), that it completes in the second half of 2022.
SAN LEON ANNUAL REPORT 2021 47
The condition outlined below needs to be met for the transaction to complete:
Eroton Exploration and Production Company Limited (“Eroton”) to acquire an additional 18% interest in OML 18 from two of the
•
other partners in OML 18, thereby taking Eroton’s interest in OML 18 to 45%. This is subject, inter alia, to: i) agreeing
documentation; ii) finalising bank financing; and iii) receiving the relevant regulatory consents in Nigeria.
The uncertainty of completion of the Potential Transaction is interlinked with the valuation of investment in and Loan Notes from
Midwestern Leon Petroleum Limited (“MLPL”) and valuation of investment in and Loan Notes from Energy Link Infrastructure
(Malta) Limited (“ELI”).
We draw attention to Notes 13(i-ii) and 15(i-ii) to the financial statements concerning the assessment of the Group’s investments in
and related Loan Notes due from MLPL and ELI.
We considered various downside scenarios over the level of available financial resources indicated by the Group’s forecasts. A key
judgement in the downside scenarios is that there is dependence on cash flows from financial Loan Notes within the Group and
availability of third party funding.
The Directors have acknowledged that the Group has secured a US$50 million loan for the Potential Transaction. However, while
working capital requirements of the Group can be met for the 12-month period, the Directors believe the continued viability of the
Group and Company beyond the 12-month period is dependent on the completion of the Proposed Transaction. This creates
significant uncertainty upon the Group and Company’s ability to continue as a going concern beyond the 12-month period.
The combination of these circumstances underpinned by the completion of the Potential Transaction, along with the other matters
explained in Note 1 to the financial statements, indicate the existence of material uncertainty which may cast significant doubt
about the Group and Company’s ability to continue as going concerns.
The financial statements do not include adjustments that would result if the Group and Company were unable to continue as
going concern.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial
statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us,
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.
We continue to perform procedures over Valuation of 4.5% Net Profit Interest (“NPI”) in the Barryroe oil field. However, given that
there have been no recent developments regarding the asset and the valuation methodology has not changed, we have not
assessed this as one of the most significant risks in our current year audit and, therefore, it is not separately identified in our
report this year.
In addition to the matter described in the Material uncertainty related to going concern section, in arriving at our audit opinion
above, the key audit matter was as follows:
Overview
Strategic report
Corporate governance
Financial Statements
Other information
Key audit matters: our assessment of risks of material misstatement (continued)
48 SAN LEON ANNUAL REPORT 2021
Independent Auditor’s report
Continued
Key audit matter
Valuation of Midwestern Leon Petroleum Limited (“MLPL”) Loan Notes (US$80.3 million) and equity interest (US$58.6 million)
(refer to pages 62 to 68 (accounting policy) and pages 75 to 77, 79 to 85 and 104 to 105 (financial disclosures))
How the matter was addressed in our audit
The OML 18 transaction (the MLPL Loan Notes
and equity interest) accounts for San Leon’s
most significant asset.
In line with the relevant accounting standards,
management have ascertained fair values
for the Loan Notes US$80.3 million (2020:
US$68.9 million) and equity interest
US$58.6 million (2020: US$43.8 million) at
31 December 2021.
There are significant estimates and judgment
(forecasted cash flows and discount rate)
involved in determining the fair value of both
the Loan Notes and equity interest in MLPL.
This is both a Group and Company key
audit matter.
Our audit procedures included, but were not limited to:
Inspection of management’s fair value assessment models and accounting
•
papers highlighting the significant assumptions (forecasted cash flows and
discount rate) supporting the carrying amount of the equity interest and
Loan Notes investment in MLPL;
Inspection of the historical accuracy of the Group’s cash flow forecast by
•
comparing the prior period forecasted cash receipts from the MLPL
Loan Notes to actual receipts in 2021 and to the date of signing the
financial statements;
Inspection of documentation supporting the amounts received and due
•
from MLPL under the Loan Notes;
Comparison of the Group’s forecasted income from the MLPL Loan Note to
•
MLPL’s own cash flow forecasts to ensure they were consistent;
Assessment of the arithmetic accuracy of the calculations underpinning the
•
valuation and accounting for the Loan Notes and equity accounted interests;
Recalculation of the fair value of the Loan Notes based on management’s
•
assumptions, including assessment of reasonableness of the methods,
assumptions and data used by management.
Inspection of reporting and opinion on MLPL issued to us and discussions
•
with the MLPL component auditor including consideration of material
uncertainty related to going concern of the MLPL company in the MLPL
audited consolidated financial statements for the year ended 31 December
2021; and
Assessment of the required accounting disclosures of the Loan Notes and
•
related subsequent events in accordance with IFRS 9 Financial Instruments
and IFRS 7 Financial Instruments: Disclosures.
We found no material misstatements arising from our procedures, however
based on evidence obtained, we note that the recoverability of the Group’s
investment (Loan Notes and equity investment) in MLPL is dependent on the
ability of the OML 18 operator, Eroton, to make distributions which remains
subject to a number of restrictions.
On completion of the Potential Transaction (which is uncertain), outstanding
MLPL Loan Notes would be eliminated.
There is a significant uncertainty in relation to the completion of the Potential
Transaction, which is interlinked with the carrying value of the Group’s
investment in and Loan Notes from MLPL, which we have set out in detail in the
Material uncertainty related to going concern section of our audit report above.
SAN LEON ANNUAL REPORT 2021 49
Our application of materiality and an overview of the scope of our audit
Materiality for the Group and Company financial statements as a whole was set at US$840,000 (2020: US$800,000) and
US$740,000 (2020: US$800,000) respectively. This has been calculated using a benchmark of Group and Company total assets
(of which it represents approximately 0.5% (2020: 0.5%)), which we have determined, in our professional judgement, to be one of
the principal benchmarks within the financial statements relevant to the members of the Company in assessing financial performance.
We report to the Audit and Risk Committee all corrected and uncorrected misstatements we identified through our audit in excess
of US$42,000 (2020: US$40,000), in addition to other audit misstatements below that threshold that we believe warranted
reporting on qualitative grounds. We evaluate any uncorrected misstatements against both the quantitative measures of
materiality discussed above and in light of other relevant qualitative considerations in forming our opinion.
The accounting records of the Company and its subsidiaries are maintained in Ireland. The accounting records of the equity
accounted investment in MLPL are maintained in Nigeria. The accounting records of the equity accounted investment in ELI are
maintained in Malta.100% of total Group revenue, 100% of the Group’s profit before taxation and 100% of Group total assets were
subject to audit for group reporting purposes.
For the three significant components in the scope of our audit, the parent Company San Leon Energy plc (audited by the Group
team), the equity accounted investment MLPL (audited by the component auditor) and the equity accounted investment in ELI
(audited by component auditor), the Group audit team considered aggregation risk in setting component materiality having regard
to the size and risk profile of the components across the Group. The Group audit team instructed the component auditors as to
the significant areas to be covered including the relevant risks detailed above and the information to be reported back.
The Group audit team held a number of video and telephone conference calls with the component auditors of the MLPL and ELI
components to assess the audit risk and strategy and work undertaken. We reviewed the component auditors’ procedures and
conclusions over the significant risks identified by us. In our discussions, the matters subject to audit and the findings reported to
the Group audit team were discussed in more detail and any further work required by the Group audit team was then performed
by the component auditors.
Other information
The Directors are responsible for the preparation of the other information presented in the Annual Report together with the
financial statements. The other information comprises the information included in the Directors’ report, Overview report,
Strategic report, Corporate Governance report and other information.
The financial statements and our auditor’s report thereon do not comprise part of the other information. Our opinion on the
financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as
explicitly stated below, any form of assurance conclusion thereon.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
50 SAN LEON ANNUAL REPORT 2021
Independent Auditor’s report
Continued
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit
work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based
solely on that work we have not identified material misstatements in the other information.
Based solely on our work on the other information undertaken during the course of the audit, we report that:
we have not identified material misstatements in the Directors’ report;
•
in our opinion, the information given in the Directors’ report is consistent with the financial statements; and
•
in our opinion, the Directors’ report has been prepared in accordance with the Companies Act 2014.
•
Our opinions on other matters prescribed the Companies Act 2014 are unmodified
We have obtained all the information and explanations which we consider necessary for the purpose of our audit.
In our opinion, the accounting records of the Company were sufficient to permit the financial statements to be readily and
properly audited and the Company’s financial statements are in agreement with the accounting records.
We have nothing to report on other matters on which we are required to report by exception
The Companies Act 2014 requires us to report to you if, in our opinion the disclosures of Directors’ remuneration and transactions
required by Sections 305 to 312 of the Act are not made.
We have nothing to report in this regard.
Respective responsibilities and restrictions on use
Directors’ responsibilities
As explained more fully in their statement set out on page 44, the Directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing
the Group and 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 they either intend to liquidate the Group or the 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 (Ireland) 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.
A fuller description of our responsibilities is provided on IAASA’s website at
http://www.iaasa.ie/Publications/Auditing-standards/International-Standards-on-Auditing-for-use-in-Ire/Description-of-the-
auditor-s-responsibilities-for.
SAN LEON ANNUAL REPORT 2021 51
The purpose of our audit work and to whom we owe our responsibilities
Our report is made solely to the Company’s members, as a body, in accordance with Section 391 of the Companies Act 2014.
Our audit work has been undertaken so that we might state to the 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 Company and the Company’s members, as a body, for our audit work, for this report,
or for the opinions we have formed.
Niall Savage
for and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place
St. Stephen’s Green
Dublin 2
8 July 2022
Overview
Strategic report
Corporate governance
Financial Statements
Other information
52 SAN LEON ANNUAL REPORT 2021
Consolidated income statement
for the year ended 31 December 2021
2021 2020
Notes US$’000 US$’000
Continuing operations
Revenue from contracts with customers 2 5,747 –
Gross profit 5,747 –
Share of profit/(loss) of equity accounted investments 13 14,532 (1,139)
Administrative expenses (12,867) (14,918)
Profit/(loss) on disposal of subsidiaries 4 16,615 (1,044)
Impairment/write off of exploration and evaluation assets 12 (206) (196)
Other income 3 4,560 –
Profit/(loss) from operating activities 28,381 (17,297)
Finance expense 6 (129) (131)
Finance income 7 14,599 17,442
Expected credit losses 8 1,192 (13,692)
Fair value movements in financial assets 15 (2,551) 4,073
Profit/(loss) before income tax 41,492 (9,605)
Income tax expense 10 (775) (2,248)
Profit/(loss) for the financial year 40,717 (11,853)
Profit/(loss) per share (cent) – total
Basic profit/(loss) per share 11 9.05 (2.63)
Diluted profit/(loss) per share 11 8.94 (2.63)
The accompanying notes on pages 58 to 107 form an integral part of these financial statements.
SAN LEON ANNUAL REPORT 2021 53
Consolidated statement of other comprehensive income
for the year ended 31 December 2021
Overview
Strategic report
Corporate governance
Financial Statements
Other information
2021 2020
Notes US$’000 US$’000
Profit/(loss) for the year 40,717 (11,853)
Items that may be reclassified subsequently to profit or loss
Currency translation differences – subsidiaries 24 56 83
Recycling of currency translation reserve on disposal of subsidiaries 24 (16,615) 1,044
Fair value movements in financial assets 15 – (194)
Total other comprehensive income (16,559) 933
Total comprehensive profit/(loss) for the year 24,158 (10,920)
The accompanying notes on pages 58 to 107 form an integral part of these financial statements.
54 SAN LEON ANNUAL REPORT 2021
Consolidated statement of changes in equity
for the year ended 31 December 2021
Other un- Share Attributable
Share Share denom- Currency based to equity
capital premium inated Special translation payment Fair value Retained holders
reserve reserve reserve reserve reserve reserve reserve earnings in Group
2020 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Balance as at 1 January 2020 5,172 21,077 623 5,024 24,621 14,292 (2,505) 127,544 195,848
Total comprehensive income for year
Loss for the year – – – – – – – (11,853) (11,853)
Other comprehensive income
Foreign currency translation
differences – subsidiaries – – – – 83 – – – 83
Recycling of currency translation
reserve on disposal of subsidiaries – – – – 1,044 – – – 1,044
Fair value movements in financial assets – – – – – – (194) – (194)
Total comprehensive income for year – – – – 1,127 – (194) (11,853) (10,920)
Transactions with owners
recognised directly in equity
Contributions by and
distributions to owners
Dividend payment (Note 23) – – – – – – – (33,251) (33,251)
Share buybacks (Note 22) (15) – 15 – – – – (507) (507)
Share-based payment – – – – – 417 – – 417
Effect of share options modified – – – – – 473 – – 473
Effect of options expired – – – – – (43) – 43 –
Total transactions with owners (15) – 15 – – 847 – (33,715) (32,868)
Balance at 31 December 2020 5,157 21,077 638 5,024 25,748 15,139 (2,699) 81,976 152,060
The accompanying notes on pages 58 to 107 form an integral part of these financial statements.
SAN LEON ANNUAL REPORT 2021 55
Consolidated statement of changes in equity continued
for the year ended 31 December 2021
Overview
Strategic report
Corporate governance
Financial Statements
Other information
Other un- Share Attributable
Share Share denom- Currency based to equity
capital premium inated Special translation payment Fair value Retained holders
reserve reserve reserve reserve reserve reserve reserve earnings in Group
2021 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Balance as at 1 January 2021 5,157 21,077 638 5,024 25,748 15,139 (2,699) 81,976 152,060
Total comprehensive income for year
Profit for the year – – – – – – – 40,717 40,717
Other comprehensive income
Foreign currency translation
differences – subsidiaries – – – – 56 – – – 56
Recycling of currency translation
reserve on disposal of subsidiaries – – – – (16,615) – – – (16,615)
Fair value movements in financial assets – – – – – – – – –
Total comprehensive income for year – – – – (16,559) – – 40,717 24,158
Transactions with owners
recognised directly in equity
Contributions by and
distributions to owners
Dividend payment (Note 23) – – – – – – – – –
Share buybacks (Note 22) – – – – – – – – –
Share-based payment – – – – – – – – –
Effect of share options modified – – – – – – – – –
Effect of options expired – – – – – (2,230) – 2,230 –
Total transactions with owners – – – – – (2,230) – 2,230 –
Balance at 31 December 2021 5,157 21,077 638 5,024 9,189 12,909 (2,699) 124,923 176,218
The accompanying notes on pages 58 to 107 form an integral part of these financial statements.
56 SAN LEON ANNUAL REPORT 2021
Consolidated statement of financial position
as at 31 December 2021
2021 2020
Notes US$’000 US$’000
Assets
Non-current assets
Intangible assets 12 – –
Equity accounted investments 13 58,634 44,102
Property, plant and equipment 14 2,510 3,294
Financial assets 15 10,657 17,846
71,801 65,242
Current assets
Inventory 16 168 183
Trade and other receivables 17 13,642 1,878
Financial assets 15 91,159 72,889
Cash and cash equivalents 18 7,592 18,510
112,561 93,460
Total assets 184,362 158,702
Equity and liabilities
Equity
Called up share capital 22 5,157 5,157
Share premium account 22 21,077 21,077
Other undenominated reserve 638 638
Special reserve 24 5,024 5,024
Share-based payments reserve 24/25 12,909 15,139
Currency translation reserve 24 9,189 25,748
Fair value reserve 24 (2,699) (2,699)
Retained earnings 124,923 81,976
Total equity attributable to equity shareholders 176,218 152,060
Non-current liabilities
Lease liability 28 2,054 2,428
Derivative 20 – 9
Deferred tax liabilities 27 1,282 518
3,336 2,955
Current liabilities
Trade and other payables 19 4,752 3,631
Provisions 21 56 56
4,808 3,687
Total liabilities 8,144 6,642
Total equity and liabilities 184,362 158,702
The accompanying notes on pages 58 to 107 form an integral part of these financial statements.
Oisín Fanning, Director Julian Tedder, Director
8 July 2022
SAN LEON ANNUAL REPORT 2021 57
Consolidated statement of cash flows
for the year ended 31 December 2021
Overview
Strategic report
Corporate governance
Financial Statements
Other information
2021 2020
Notes US$’000 US$’000
Cash flows from operating activities
Profit/(loss) for the year – continuing operations 40,717 (11,853)
Adjustments for:
Depreciation 14 1,028 1,028
Finance expense 6 129 131
Finance income 7 (14,599) (17,442)
Share-based payments charge – 890
Foreign exchange (9) 113
Income tax expense 10 775 2,248
Impairment of exploration and evaluation assets – continuing operations 12 206 196
Expected credit losses 8 (1,192) 13,692
Profit/(loss) on disposal of subsidiaries 4 (16,615) 1,044
Fair value movements in financial assets 15 2,551 (4,073)
Decrease/(increase) in inventory 16 15 (3)
Increase in trade and other receivables (11,765) (897)
Increase/(decrease) in trade and other payables 1,068 (1,778)
Share of (profit)/loss of equity-accounted investments 13 (14,532) 1,139
Tax paid 35 –
Net cash outflow from operating activities (12,188) (15,565)
Cash flows from investing activities
Expenditure on exploration and evaluation assets 12 (206) (196)
Lease – prepaid rental 28 (244) –
Interest and investment income received 7 – 47
Acquisition of ELI Equity Interest 13/15 – (443)
ELI Loan Notes issued 15 – (14,557)
OML 18 Loan Notes principal payments received 15 – 35,285
OML 18 Loan Notes interest payments received 15 2,150 11,215
Net cash inflow from investing activities 1,700 31,351
Cash flows from financing activities
Dividends paid 23 – (33,251)
Share buybacks – (507)
Repayment of lease liability – principal 28 (227) (211)
Interest paid 6 (129) (131)
Net cash outflow from financing activities (356) (34,100)
Net decrease in cash and cash equivalents (10,844) (18,314)
Effect of foreign exchange fluctuation on cash and cash equivalents (74) 127
Cash and cash equivalents at start of year 18 18,510 36,697
Cash and cash equivalents at end of year 18 7,592 18,510
The accompanying notes on pages 58 to 107 form an integral part of these financial statements.
58 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021
1. Accounting policies
San Leon Energy plc (“the Company”) is a company incorporated and domiciled in the Republic of Ireland. The Company’s ordinary
shares are admitted to trading on the AIM Market of the London Stock Exchange. The Group financial statements consolidate
those of the Company and its subsidiaries (together referred to as the “Group”). The registered office address is 2 Shelbourne
Buildings, Crampton Avenue, Shelbourne Road, Ballsbridge, Dublin 4.
Statement of compliance
As required by AIM rules and permitted by Company Law, the Group financial statements have been prepared in accordance with
International Financial Reporting Standards (“IFRS”) as adopted by the EU. The IFRS adopted by the EU as applied by the Group in
the preparation of these financial statements are those that were effective for accounting periods commencing on or before
1 January 2021 or were early adopted as indicated below.
New standards required by EU companies for the year ended 31 December 2021
The following new standards and amendments were adopted by the Group for the first time in the current financial reporting period.
New standards and interpretations effective that were adopted
Standard IASB effective date EU effective date
Covid-19 Related Rent Concessions (Amendment to IFRS 16) 1 June 2020 1 June 2020
Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9,
IAS 39, IFRS 7, IFRS 4 and IFRS 16) 1 January 2021 1 January 2021
The standards listed above, are effective from 1 January 2021 but they do not have a material effect on the Group’s financial statements.
New standards and amendments issued by the IASB but not yet effective
There are a number of new standards, amendments to standards and interpretations that are not yet effective and have not been
applied in preparing these consolidated financial statements. These new standards, amendments to standards and interpretations
are either not expected to have a material impact on the Group financial statements or are still under assessment by the Group.
The principal new standards, amendments to standards and interpretations are as follows:
Standard IASB effective date EU effective date
Covid-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16) 1 April 2021 1 April 2021
Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) 1 January 2022 1 January 2022
Annual Improvements to IFRS Standards 2018 – 2020 1 January 2022 1 January 2022
Property, Plant and Equipment: Proceeds before Intended Use
(Amendments to IAS 16) 1 January 2022 1 January 2022
Reference to the Conceptual Framework (Amendments to IFRS 3) 1 January 2022 1 January 2022
Classification of Liabilities as Current or Non-current (Amendments to IAS 1) 1 January 2023 1 January 2023
IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts 1 January 2023 1 January 2023
Disclosure of Accounting Policies (Amendments to IAS 1
and IFRS Practice Statement 2) 1 January 2023 1 January 2023
Definition of Accounting Estimate (Amendments to IAS 8) 1 January 2023 1 January 2023
Deferred Tax Related to Assets and Liabilities Arising from
a Single Transaction – Amendments to IAS 12 Income Taxes 1 January 2023 1 January 2023
Sale or Contribution of Assets between an Investor and its Associate or Effective date Effective date
Joint Venture (Amendments to IFRS 10 and IAS 28) deferred indefinitely deferred indefinitely
SAN LEON ANNUAL REPORT 2021 59
1. Accounting policies continued
New standards that came into effect on 1 January 2022 will be applied in the year ending 31 December 2021 first reporting to
include these will be for the period ending 30 June 2022. The Directors do not believe that any of these standards will have a
significant impact on Group reporting.
Basis of preparation
The Group financial statements are prepared on the historical cost basis, except for financial assets (net profit interests, quoted
shares and unquoted shares), which are carried at fair value, and equity settled share option awards and warrants which are
measured at grant date fair value.
Going concern
The Directors have prepared a detailed cash flow forecast for the Group for the period from 1 June 2022 to 31 December 2023.
The principal assumptions underlying the cash flow forecast and the availability of finance to the Group are as follows:
The proposed reorganisation to consolidate Midwestern Oil and Gas Company Limited’s (“Midwestern”) shareholdings in:
•
i) the Company; and ii) Midwestern Leon Petroleum Limited (“MLPL”) into a single shareholding in the Company (the “Potential
Transaction”) completes in the second half of 2022. The Potential Transaction also comprises, inter alia, a proposed consolidation
of Midwestern’s indirect debt and equity interests in Energy Link Infrastructure (Malta) Limited (“ELI”) with those of the Company,
as well as further new debt and new and existing equity investments to be made by San Leon in ELI (“Further ELI Investments”);
Eroton Exploration and Production Company Limited (“Eroton”) acquires an additional 18% interest in OML 18 from two of the
•
other partners in OML 18, thereby taking Eroton’s interest in OML 18 to 45%. This is subject, inter alia, to: i) agreeing
documentation; ii) finalising bank financing; and iii) receiving the relevant regulatory consents in Nigeria;
A loan of US$50.0 million is secured to finance the Potential Transaction;
•
Elimination of the MLPL loan notes on completion of the Potential Transaction;
•
Under an Asset Management Agreement with Eroton, San Leon receives US$0.5 million per month for technical and financial
•
advisory services following completion of the Potential Transaction;
Repayments from ELI of loan notes of US$37.6 million during 2022 and 2023;
•
Repayment from Eroton of a debt from the provision of services under a technical services contract of US$3.0 million during
•
2022; and
A further loan of US$2.5 million is given to Decklar Petroleum Limited in relation to its Oza investment as per the option agreement.
•
Due to the Potential Transaction not having completed at the date of the Annual Report there is an inherent material uncertainty
that completion will not occur as anticipated.
The Group has modelled various other scenarios assuming the Potential Transaction does not complete and given the Group’s
well understood cost base, the principal uncertainty if the Potential Transaction does not complete relates to the quantum and
timing of receipt of interest and capital repayments on the Loan Notes with MLPL, which would remain in place, and the loan
Notes with ELI.
It was originally envisaged that the MLPL Loan Note payments due to the Group would be sourced by MLPL from the receipt of
dividends through its indirect interest in Eroton via Martwestern. These dividends have not been received to date and consequently
MLPL has entered into loan arrangements in order to be able to make Loan Note payments to the Company. In the absence of the
dividend payments, MLPL will be reliant on further advances under the loan arrangement and in turn being able to make Loan Note
payments to the Company. The Company has no obligation arising from the loan arrangements entered into by MLPL.
The loan repayments due from ELI were due to start in 2021 but have been delayed due to operational readiness of the FSO
and ACOES project being delayed. The Directors have a reasonable expectation that ELI will be revenue generating imminently
with the commencement of barging operations, and while loan repayments have been delayed, they should commence in the
second half of 2022.
Due to the uncertainty on timing of future cash flows the MLPL and ELI loan notes have both been credit impaired.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
60 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
1. Accounting policies continued
In the ultimate downside scenario where no repayments are received from MLPL and ELI, the US$50.0 million loan secured by the
Company to fund the Potential Transaction can be drawn to facilitate completion of the further ELI Investments, with the remaining
balance being used for general corporate purposes. In this scenario the working capital requirements of the Group can be met for
the 12-month period from the date of approval of the financial statements, although a reduction to administrative costs is required
in 2023, which the Directors believe is achievable and within their control.
However, while the working capital requirements of the Group can be met for the 12-month period, the Directors believe that the
continued viability of the Group and Company into the future is dependent on the completion of the Proposed Transaction. As such,
the completion of the Proposed Transaction creates significant uncertainty upon the Group and Company’s ability to continue as a
going concern beyond the 12-month period. The Directors’ have concluded that this represents a material uncertainty which may
cast significant doubt upon the Group and Company's ability to continue as a going concern and that, therefore, the Group and
Company may be unable to continue realising its assets and discharging its liabilities in the normal course of business.
Having taken all the above factors into account, the directors continue to believe it is appropriate to prepare these financial
statements on a going concern basis, noting the material uncertainty that exists on the completion of the Potential Transaction
and its impact on the Company and Group’s ability to continue as a going concern. The financial statements do not include any
adjustments that would be necessary if the group were unable to continue as a going concern.
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the “functional currency”). These consolidated financial statements are
presented in US Dollars (US$), which is the Group’s presentational currency, rounded to the nearest thousand.
Use of estimates and judgements
The preparation of financial statements, in conformity with EU IFRS, requires management to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results
may differ from these estimates. The estimates and associated assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements
about carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and underlying assumptions
are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised
and in any future periods affected. In particular, significant areas of estimation uncertainty and critical judgements used in applying
accounting policies that have the most significant effect on the amounts recognised in the financial statements include:
Judgements
Going concern (Note 1)
•
Classification of finance income (Note 7)
•
Impairment of investment in subsidiary (Note B)
•
Recoverability of equity accounted investments (Note 13)
•
Recoverability of financial assets (Note 15)
•
Estimates
Measurement of equity accounted investments (Note 13)
•
Measurement of financial assets (Note 15)
•
Measurement of share-based payments (Note 25)
•
Recognition of deferred tax asset for tax losses (Note 27)
•
Basis of consolidation
The financial information incorporates the financial information of the Group. Control is defined as when the Group is exposed to or
has the rights to variable returns from its investment with the entity and has the ability to affect these returns through its power over
the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date control
commences until the date that control ceases. Where necessary, adjustments are made to the financial information of subsidiaries to
bring their accounting policies into line with those used by other members of the Group. Intra-group balances and any unrealised gains
and losses or income or expenses arising from intragroup transactions are eliminated in preparing the Group financial statements.
SAN LEON ANNUAL REPORT 2021 61
1. Accounting policies continued
Business combinations and goodwill
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which
control is transferred to the Group. Control is defined as when the Group have the rights to variable returns from its investment
with the entity and have the ability to affect these returns through its power over the entity. In assessing control, the Group takes
into consideration potential voting rights that currently are substantive.
Acquisitions
The Group measures goodwill at the acquisition date as:
the fair value of the consideration transferred; plus
•
the recognised amount of any non-controlling interests in the acquiree; plus, if the business combination is achieved in stages,
•
the fair value of the existing equity interest in the acquiree; less
the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
•
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in
connection with a business combination are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified
as equity, it is not re-measured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of
the contingent consideration are recognised in profit or loss.
Intangible assets – exploration and evaluation assets
Expenditure incurred prior to obtaining the legal rights to explore an area is recognised in profit or loss as incurred. All other
expenditure relating to licence acquisition, exploration, evaluation and appraisal of oil and gas interests, including an appropriate
share of directly attributable overheads, is capitalised on a licence by licence basis.
Exploration and evaluation assets are carried at cost until the exploration phase is complete or commercial reserves have been
discovered. The Group regularly review the carrying amount of exploration and evaluation assets for indicators of impairment and
capitalised costs are written off where the carrying amount of assets may not be recoverable. Where commercial reserves have
been established and development is approved by the Board, the relevant expenditure is transferred to oil and gas properties
following assessment of impairment.
Impairment of non-financial assets
The carrying amounts of the Group’s assets are reviewed at each reporting date and, if there is any indication that an asset may be
impaired, its recoverable amount is estimated. The recoverable amount is the higher of its fair value less costs to sell and its value in use.
Estimates of impairment are limited to an assessment by the Directors of any events or changes in circumstance that would
indicate that the carrying amount of the asset may not be recoverable.
Any impairment loss arising from the review is recognised in profit or loss to the extent the carrying amount of the asset exceeds
its recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the
carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is provided at rates calculated to
write off the cost less residual value of each asset over its expected useful life. The residual value is the estimated amount that
would currently be obtained from disposal of the asset if the asset were already of the age and in the condition expected at the
end of its useful life. The annual rate of depreciation for each class of depreciable asset is:
Office equipment 25% Straight line
Motor vehicles 20% Reducing balance
Plant and equipment 20% – 33% Straight line
Leased assets Shorter of the term of lease or useful life of the asset as defined under IFRS 16
Overview
Strategic report
Corporate governance
Financial Statements
Other information
62 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
1. Accounting policies continued
Inventories
Inventories are valued at the lower of cost and net realisable value.
Joint ventures
The Group has also entered into a joint venture arrangement which is operated through a joint venture. The Group accounts for
its interest in this entity on an equity basis, with Group share of profit or loss after tax recognised in the Income Statement and its
share of Other Comprehensive Income (“OCI”) of the joint venture recognised in OCI.
Financial assets and financial liabilities
i. Recognition and initial measurement
Financial assets are classified at initial recognition and subsequently measured at amortised cost, Fair Value through Other
Comprehensive Income (“FVOCI”) or Fair Value Through Profit or Loss (“FVTPL”). The classification of financial assets is determined
by the contractual cash flows and where applicable the business model for managing the financial assets.
A financial asset or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are
directly attributable to its acquisition or issue.
ii. Classification and subsequent measurement
Financial assets
On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI – debt investment; FVOCI – equity
investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its
business model for managing financial assets.
A financial asset is measured at amortised cost if the objective of the business model is to hold the financial asset in order to
collect contractual cash flows and the contractual terms give rise to cash flows that are solely payments of principal and interest.
Subsequently the financial asset is measured using the effective interest method less any impairment. The amortised cost is
reduced by impairment losses in accordance with Group policy set out below. Interest income, foreign exchange gains and losses
and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
The business model in which a financial asset is held is assessed at an individual asset level for assets that are individually material,
and otherwise at a portfolio level. Financial assets that are held as part of a long-term strategic investment are considered within
a business model to collect contractual cash flows.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual
terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the
timing or amount of contractual cash flows such that it would not meet this condition.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent
changes in the investment’s fair value in OCI (FVOCI – equity investment). This election is made on an investment-by-investment
basis. These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the
dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and
are never reclassified to profit or loss.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes
all derivative financial assets. These assets are subsequently measured at fair value. Net gains and losses, including any interest or
dividend income, are recognised in profit or loss.
On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be
measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that
would otherwise arise.
SAN LEON ANNUAL REPORT 2021 63
1. Accounting policies continued
Financial liabilities
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified
as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at
fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are
subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and
losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
iii. Impairment (including receivables)
The Group recognises loss allowances for expected credit losses (“ECL’s”) on financial assets measured at amortised cost.
A provision for 12-month ECL is recognised in respect of low risk assets. A provision for the lifetime ECL is recognised in respect of
higher risk assets that are not credit impaired. If an asset is credit impaired, the carrying amount of the asset is reduced by its
lifetime ECL.
The 12-month ECL represents the weighted average of credit losses that result from default events on a financial instrument that
are possible within the 12 months after the reporting date. This requires a number of outcomes to be considered, a probability
assigned to each, and a resulting credit loss applied to each. ECLs are discounted at the effective interest rate of the financial asset.
12-month ECL is determined based on forward looking analysis where a range of outcomes have been considered taking into
account the size and timing of the contractual cash flows, the risk of late payment and the risk of default leading to less than full
recovery of the amounts due. Lifetime ECL is calculated the same way, but over the relevant period.
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset
is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial
asset have occurred. The Group considers a financial asset to be in default and presumed credit impaired when contractual
payments are outstanding 90 days after their due date, unless there is reasonable information that amounts will be recovered; or
when the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as
realising security including guarantees (if any is held).
The Group has determined that MLPL is likely to meet its credit obligations as evidenced by the preparation of a Competent
Persons Report in relation to San Leon’s interest in OML 18, however are uncertain of the timing of when these obligations will
be met. The Group has therefore credit impaired the asset.
The Group has determined that ELI is likely to meet its credit obligations as evidenced by recent management information in
relation to San Leon’s interest in ELI.
Write-off
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a
financial asset in its entirety or a portion thereof. The Group expects no significant recovery from the amount written off.
However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s
procedures for recovery of amounts due.
iv. Derecognition
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire.
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.
On derecognition of a financial asset or financial liability, the difference between the carrying amount removed or extinguished
and the consideration received or paid is recognised in profit or loss.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
64 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
1. Accounting policies continued
Decommissioning provision
A provision is made for decommissioning of oil and gas wells. The cost of decommissioning is determined through discounting the
amounts expected to be payable to their present value at the date the provision is recognised and reassessed at each reporting
date. This amount is regarded as part of the total investment to gain access to economic benefits and consequently capitalised as
part of the cost of the asset and the liability is recognised in provisions. Such cost is depleted over the life of the asset on the basis
of proven and probable reserves and charged to the Income Statement. The unwinding of the discount is reflected as a finance
cost in the Income Statement over the life of the field or well.
Taxation
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the Consolidated Income Statement
except to the extent that it relates to items recognised directly in Other Comprehensive Income or equity, in which case it is
recognised in Other Comprehensive Income or equity.
i. Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the
tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the
tax amount expected to be paid or received that reflects uncertainty relates to income taxes, if any. It is measured using tax rates
enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.
Current tax assets and liabilities are offset only if certain criteria are met.
ii. Deferred tax
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the
following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that
is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in
subsidiaries to the extent that they are controlled and probably will not reverse in the foreseeable future. Deferred tax is
measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws
that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the
temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that
it is no longer probable that the related tax benefit will be realised.
Unrecognised deferred tax assets are reassessed as each reporting date and recognised to the extent that it has become
probable that future taxable profits will be available against which they can be used.
Deferred tax assets and liabilities are offset only if certain criteria are met.
Foreign currencies
Transactions in foreign currencies are initially translated to the respective functional currencies of Group entities at the exchange
rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated to the
functional currency at the exchange rates ruling at the reporting date with gains or losses recognised in profit or loss.
Non-monetary items are translated using the exchange rates ruling as at the date of the initial transaction.
Foreign currency differences are generally recognised in profit or loss and presented within finance costs. However, foreign
currency differences arising from the translation of the following items are recognised in OCI:
an investment in equity securities designated as at FVOCI (except on impairment, in which case foreign currency differences
•
that have been recognised in OCI are reclassified to profit or loss);
a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; and
•
qualifying cash flow hedges to the extent that the hedges are effective.
•
SAN LEON ANNUAL REPORT 2021 65
1. Accounting policies continued
Foreign operations
The assets and liabilities of foreign operations are translated into US Dollars at the exchange rate at the reporting date and the
income and expenses of foreign operations are translated at the actual exchange rates at the date of the transaction or at average
exchange rates for the year where this approximates to the actual rate. Exchange differences arising on translation are recognised
in Other Comprehensive Income and presented in the foreign currency translation reserve in equity. Details of exchange rates
used are set out in Note 30.
Revenue recognition
For the year ended 31 December 2021 the Group used the five-step model as prescribed under IFRS 15 on the Group’s revenue
transactions. This included the identification of the contract, identification of the performance obligations under same,
determination of the transaction price, allocation of the transaction price to performance obligations and recognition of revenue.
The point of recognition arises when the Group satisfies a performance obligation by transferring control of promised drilling
services and royalty income to the customer, which could occur over time.
Finance income and expenses
Interest income is accrued on a time basis by reference to the principal on deposit and the effective interest rate applicable.
The ‘effective interest rate’ is the rate that at initial recognition exactly discounts estimated future cash payments or receipts
through the expected life of the financial instrument to:
the gross carrying amount of the financial asset; or
•
the amortised cost of the financial liability.
•
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset
(when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become
credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the
amortised cost of the financial asset net of impairment provision. If the asset is no longer credit-impaired, then the calculation
of interest income reverts to the gross basis.
Finance expenses comprise interest or finance costs on borrowings and unwinding of any discount on provisions using the
effective interest rate.
Share capital
Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.
Share-based payments
The Group has applied the requirements of IFRS 2 ‘share-based payments’. The Group issues share options as an incentive to
certain key management and staff (including Directors), which are classified as equity settled share-based payment awards.
The grant date fair value of share options granted to Directors and employees under the Group’s share option scheme is
recognised as an expense over the vesting period with a corresponding credit to the share-based payments reserve. The fair
value is measured at grant date and spread over the period during which the awards vest.
The options issued by the Group are subject to both market-based and non-market based vesting conditions. Market conditions
are included in the calculation of fair value at the date of the grant. Non-market vesting conditions are not taken into account when
estimating the fair value of awards as at grant date; such conditions are taken into account through adjusting the number of the
equity instruments that are expected to vest.
The proceeds received will be credited to share capital (nominal value) and share premium when options are converted into
ordinary shares.
Where the terms of an equity-settled transaction are modified, an additional expense is recognised for any modification that
increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at
the date of modification.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
66 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
1. Accounting policies continued
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.
Dividends
The Group has elected to classify cash flows from dividends paid as financing activities.
Earnings per share
The Group present basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the
profit or loss attributable to equity shareholders of the Company by the weighted average number of ordinary shares outstanding
during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise convertible
notes, share options granted to employees and warrants.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand on demand.
Leases
As a lessee
The Group recognises right-of-use assets representing its right to use the underlying assets and lease liabilities representing its
obligation to make lease payments at the lease commencement date. The right-of-use assets are initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date,
plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the
underlying asset or to restore the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the
lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of
the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated
over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In
addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of
the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental
borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and
makes certain adjustments to reflect the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
fixed payments, including in-substance fixed payments;
•
variable lease payments that depend on an index or rate, initially measured using the index or rate as at the
•
commencement date;
amounts expected to be payable under a residual value guarantee; and
•
the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional
•
renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease
unless the Group is reasonably certain not to terminate early.
SAN LEON ANNUAL REPORT 2021 67
1. Accounting policies continued
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in the
Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of
whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use
asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group presents right-of-use assets that do not meet the definition of investment property in ‘property, plant and equipment’
and lease liabilities in ‘loans and borrowings’ in the Statement of Financial Position.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases,
including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line
basis over the lease term.
Segmental reporting
A segment is a distinguishable component of the Group that is engaged in business activities from which it may earn revenues and
incur expenses which is subject to risks and rewards that are different from those of other segments and for which discrete
financial information is available.
All operating segments and results are regularly reviewed by the Board of Directors to make decisions about resources to be
allocated to each segment and to assess its performance.
Full details of the Group’s operating segments all of which are involved in oil and gas exploration and production are set out in
Note 2 to the financial statements.
Fair value movement
The Group has an established process with respect to the measurement of fair values. The finance team regularly reviews
significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services,
is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the
conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such
valuations should be classified.
Significant valuation issues are reported to the Board.
Level 1:
quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2:
inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3:
inputs for the asset or liability that are not based on observable market data (unobservable inputs).
For further detail on assumptions made in measuring Level 3 fair values see the following notes:
Note 15 Financial Assets
•
Note 20 Derivative
•
Overview
Strategic report
Corporate governance
Financial Statements
Other information
68 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
1. Accounting policies continued
Assets and liabilities measured at fair value
In accordance with IFRS 13, the Group discloses its assets and liabilities held at fair value after initial recognition in the following
categories: FVOCI – equity instrument and FVTPL.
With the exception of shares held in quoted entities, which are classified as Level 1 items under the fair value hierarchy, all assets
and liabilities held at fair value are measured on the basis of inputs classified as Level 3 under the fair value hierarchy on the basis
that the inputs underpinning the valuations are not based on observable market data as defined in IFRS 13.
Where derivatives are traded either on exchanges or liquid over-the-counter markets, the Group uses the closing price at the
reporting date. Normally, the derivatives entered into by the Group are not traded in active markets. The fair values of these
contracts are estimated using a valuation technique that maximises the use of observable market inputs, e.g. market exchange
and interest rates. All derivatives entered into by the Group are included in Level 3 and consist of share warrants issued.
2. Revenue and segmental information
Operating segment information is presented on the basis of the geographical areas as detailed below, which represent the financial basis
by which the Group manages its operations. The Board of Directors, which has been recognised as the Chief Operating Decision Maker
(“CODM”), regularly receive verbal or written reports at board meetings for each of the segments based on the below criteria which
management consider to be appropriate in evaluating segment performance relative to other entities that operate in the industry.
Revenue and Segmental Information
Poland Morocco Albania Nigeria Ireland Netherlands Spain Unallocated# Total
2021 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Total revenue – – – 3,000 – 2,747 – – 5,747
Impairment of exploration
and evaluation assets – – (206) – – – – – (206)
Segment profit/(loss)
before income tax 16,439 – (206) 33,314 (2,552) 6,775 – (12,278) 41,492
Property, plant and equipment 4 – – – 2,506 – – – 2,510
Equity accounted investments – – – 58,634 – – – – 58,634
Segment non-current assets 4 – – 65,000 6,797 – – – 71,801
Segment liabilities (65) (18) (804) (4) (3,680) – (745) (2,828) (8,144)
# Unallocated expenditure and liabilities include amounts of a corporate nature and not specifically attributable to a reportable segment.
Revenue relates to the provision of drilling services in Nigeria. It also relates to the settlement of the TAQA claim, please see
Other income (Note 3).
SAN LEON ANNUAL REPORT 2021 69
2. Revenue and segmental information continued
Poland Morocco Albania Nigeria Ireland Netherlands Spain Unallocated# Total
2020 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Total revenue – – – – – – – – –
Impairment of exploration
and evaluation assets – – (196) – – – – – (196)
Segment (loss)/profit
before income tax (2,093) – (196) 3,259 4,073 – (59) (14,589) (9,605)
Property, plant and equipment 11 – – 575 2,708 – – – 3,294
Equity accounted investments – – – 44,102 – – – – 44,102
Segment non-current assets 11 – – 55,729 9,502 – – – 65,242
Segment liabilities (83) (18) (804) (4) (3,279) – (748) (1,706) (6,642)
# Unallocated expenditure and liabilities include amounts of a corporate nature and not specifically attributable to a reportable segment.
3. Other income
2021 2020
US$’000 US$’000
TAQA settlement (i) 4,027 –
Other (ii) 533 –
4,560 –
(i) TAQA settlement
In December 2021, the Group successfully concluded their ongoing legal proceedings with TAQA Offshore B.V. (“TAQA”) in relation
to its legacy interests in two royalties on Block Q13A, which is located offshore the Netherlands (the “Amstel Oil Field”), including
an Overriding Royalty Agreement entered into with Encore Oil as part of a sale and purchase agreement entered into in 2007
(the “Royalty Agreements”).
TAQA had subsequently purchased the interest from Encore Oil. Production from the Amstel Field started in 2014 but no royalties
had been received. The Royalty Agreements became the subject of separate legal proceedings in the Netherlands and the UK.
The royalties will continue to be payable in accordance with the terms and conditions of the Royalty Agreements. The Royalty
Agreements represent legacy interests and any potential net future benefit to the Group going forward from the Amstel Oil Field
on a monthly basis is not expected to be particularly material to San Leon.
The total TAQA settlement amounted to approximately US$6.8 million of which approximately US$2.7 million has been recognised
as revenue in 2021 as this amount had not been previously provided for by the Company.
(ii) Other
Relates to the disposal of property, plant and equipment that had been fully impaired or depreciated to US$Nil in prior periods.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
70 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
4. Profit/(loss) on disposal of subsidiaries
2021 2020
US$’000 US$’000
Other, recycling from equity to income statement (i) 16,615 (1,044)
16,615 (1,044)
(i) Other
In 2021 the Group liquidated certain foreign operations that held non-core assets. The Group’s investment in the assets held by
the subsidiaries has been fully impaired in prior periods. The liquidation of the foreign operations has resulted in the realisation of
cumulative foreign currency gains of US$16.6 million (2020: losses of US$1.0 million), that had previously been recognised in
equity. The realisation of the cumulative foreign currency gains and losses do not impact the consolidated assets or liabilities.
5. Statutory information
2021 2020
US$’000 US$’000
The profit/(loss) for the financial year is stated after charging:
Depreciation of property, plant, machinery and equipment 1,028 1,028
Gain/(loss) on foreign currencies 9 (113)
Impairment of exploration and evaluation assets 206 196
Share-based payment charge – 890
During the year, the Group (including its overseas subsidiaries) obtained the following services from KPMG, the Group Auditor:
Auditor’s remuneration
2021 2020
US$’000 US$’000
Fees paid to lead audit firm:
Audit of the Group financial statements 260 238
Audit of the subsidiary financial statements 69 69
Total 329 307
During the year, the Group (including its equity accounted investment) obtained the following audit services, excluding the
Group Auditor, KPMG:
2021 2020
US$’000 US$’000
Fees paid to other firms:
Audit of equity accounted investments 48 48
Total 48 48
SAN LEON ANNUAL REPORT 2021 71
6. Finance expense
2021 2020
US$’000 US$’000
Interest on obligations for leases 129 131
7. Finance income
2021 2020
US$’000 US$’000
Total finance income on Loan Notes (Note 15) 14,590 17,276
Movement in fair value of derivatives (Note 20) 9 119
Deposit interest received – 47
14,599 17,442
All interest income is in respect of assets measured at amortised cost.
8. Expected credit losses
2021 2020
US$’000 US$’000
OML 18 Loan Notes – impact of modification (Note 15) – (5,857)
OML 18 Loan Notes – net remeasurement of loss allowance (Note 15) 1,447 (7,450)
ELI Loan Notes – initial recognition (Note 15) – (385)
ELI Loan Notes – net remeasurement of loss allowance (Note 15) (255) –
1,192 (13,692)
Overview
Strategic report
Corporate governance
Financial Statements
Other information
72 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
9. Personnel expenses
Number of employees
The average monthly number of employees (including the Directors) during the year was:
2021 2020
Number Number
Directors 6 8
Administration 8 10
Technical 1 1
Seismic crew 1 1
16 20
Employment costs (including Directors)
2021 2020
US$’000 US$’000
Wages and salaries (excluding Directors) 1,659 1,437
Directors’ salaries 2,413 2,678
Directors’ bonuses 490 1,172
Social welfare costs 381 428
Directors’ fees and consultancy costs 500 607
Share-based payment charge for options issued to Directors – 418
Employees’ pension 197 71
Benefits (including Directors) 99 59
Directors’ pension 331 99
6,070 6,969
The Group contributes to a defined contribution pension scheme for certain Executive Directors and employees. The scheme is
administered by trustees and is independent of the Group finances. Total contributions by the Group to the pension scheme,
including contributions for Directors amounted to US$0.5 million (2020: US$0.2 million).
SAN LEON ANNUAL REPORT 2021 73
10. Income tax
2021 2020
US$’000 US$’000
Current tax
Current year income tax 11 12
Deferred tax
Origination and reversal of temporary differences (Note 27) 1,608 893
Deferred tax movement in Barryroe NPI (Note 27) (844) 1,343
Total income tax charge 775 2,248
Deferred tax relating to items charged/credited to equity
Deferred tax movement on fair value of other financial assets, Unquoted shares – –
Total income tax charge – –
The difference between the total tax shown above and the amount calculated by applying the applicable standard rate of Irish
corporation tax to the loss before tax is as follows:
2021 2020
US$’000 US$’000
Profit/(loss) before income tax 41,492 (9,605)
Tax on profit/(loss) at applicable Irish corporation tax rate of 25% (2020: 25%) 10,373 (2,401)
Effects of:
Tax effect at fair value adjustment (844) 326
Prior year adjustment (57) –
Losses utilised in year (1,085) (690)
(Income)/expenses not taxable (10,174) 2,559
Income tax withheld 4 13
Effect of different tax rates (701) 2
Adjustment for difference on overseas profit before tax (23) –
Excess losses carried forward 3,282 2,439
Tax charge for the year 775 2,248
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at
the reporting date, and any adjustment to tax payable in respect of previous years. Liabilities for uncertain tax treatments are
recognised in accordance with IFRIC 23 and are measured using either the most likely amount method or the expected value
method – whichever better predicts the resolution of the uncertainty.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
74 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
11. Profit/(loss) per share
Basic profit/(loss) per share
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average
number of ordinary shares in issue during the year as follows:
2021 2020
US$’000 US$’000
Profit/(loss) for the year 40,717 (11,853)
The weighted average number of shares in issue is calculated as follows:
2021 2020
Number Number
of shares of shares
In issue at start of year (Note 22) 449,913,026 451,303,014
Effect of tender offer and buybacks in the year – (1,332,865)
Weighted average number of ordinary shares in issue (basic) 449,913,026 449,970,149
Basic profit/(loss) per ordinary share (cent) 9.05 (2.63)
Diluted profit/(loss) per share
Diluted loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average
number of ordinary shares outstanding after adjustment for effects of all dilutive potential ordinary shares as follows:
2021 2020
US$’000 US$’000
Profit/(loss) for the year 40,717 (11,853)
The diluted weighted average number of shares in issue is calculated as follows:
2021 2020
Number Number
of shares of shares
Basic weighted average number of shares in issue during the year 449,913,026 449,970,149
Effect of share options and warrants in issue 5,700,841 –
455,613,867 449,970,149
Diluted profit/(loss) per ordinary share (cent) 8.94 (2.63)
The number of options which are anti-dilutive and have therefore not been included in the above calculations is 21,161,627
(2020: 41,221,627).
SAN LEON ANNUAL REPORT 2021 75
12. Intangible assets
Exploration
and evaluation
assets
US$’000
Cost and net book value
At 1 January 2020 –
Additions (ii) 196
Write off/impairment of exploration and evaluation assets (196)
At 31 December 2020 –
Additions (ii) 206
Write off/impairment of exploration and evaluation assets (206)
At 31 December 2021 –
(i) The following geographical exploration areas in the Group were impaired/written off during the year:
2021 2020
US$’000 US$’000
Albania 206 196
206 196
(ii) This is the net amount incurred by San Leon Energy and excludes amounts attributable to joint operating partners of US$Nil
in 2021 (2020: US$Nil).
The Directors have considered the carrying value at 31 December 2021 of capitalised costs in respect of its exploration and
evaluation assets. These assets have been assessed for impairment indicators and in particular with regard to remaining licence
terms, likelihood of licence renewal, likelihood of further expenditures and on-going appraisals for each area. Based on internal
assessments from the latest information available, the Directors fully impaired the exploration and evaluation assets in 2021.
13. Equity accounted investments
2021 2020
US$’000 US$’000
Cost and net book value
At 1 January 44,102 44,798
Additions (ELI) – 443
Share of profit/(loss) of equity accounted investments 14,532 (1,139)
At 31 December 58,634 44,102
The Group’s only joint venture entities and associates at 31 December 2021 were as follows:
Name Registered office Type % held
Midwestern Leon Petroleum Limited 5th Floor Barkly Wharf, Le Caudan Waterfront, Joint 40%
Port Louis, Republic of Mauritius Venture
Energy Link Infrastructure (Malta) Limited 260 Triq San Albert, Griza, GZR 1150, Malta Associate 10%
Overview
Strategic report
Corporate governance
Financial Statements
Other information
76 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
13. Equity accounted investments continued
2021
A summary of the financial information of the equity investments is detailed below.
Midwestern Energy Link
Leon Infrastructure
Petroleum (Malta)
Limited (i) Limited (ii) Total
Equity Interest 40% 10%
US$’000 US$’000 US$’000
Profit/(loss) from continuing operations 37,030 (9,109) 27,921
Total comprehensive profit/(loss) 37,030 (9,109) 27,921
Non-current assets 242,555 191,207 433,762
Current assets (excluding cash) 316,252 650 316,902
Cash – 35,102 35,102
Non-current liabilities – (55,790) (55,790)
Current liabilities (412,222) (175,496) (587,718)
Net assets/(liabilities) 146,585 (4,327) 142,258
Group’s interest in net assets of investee at 1 January 2021 43,822 280 44,102
Additions – – –
Share of profit/(loss) 14,812 (280) 14,532
Group’s interest in net assets of investee at 31 December 2021 58,634 – 58,634
2020
A summary of the financial information of the equity investments is detailed below.
Midwestern Energy Link
Leon Infrastructure
Petroleum (Malta)
Limited (i) Limited (ii) Total
Equity Interest 40% 10%
US$’000 US$’000 US$’000
Loss from continuing operations (2,440) (2,804) (5,244)
Total comprehensive loss (2,440) (2,804) (5,244)
Non-current assets 198,948 147,922 346,870
Current assets (excluding cash) 286,687 167 286,854
Cash – 46,334 46,334
Non-current liabilities – (141,458) (141,458)
Current liabilities (376,082) (47,214) (423,296)
Net assets 109,553 5,751 115,304
Group’s interest in net assets of investee at 1 January 2020 44,798 – 44,798
Additions – 443 443
Share of loss (976) (163) (1,139)
Group’s interest in net assets of investee at 31 December 2020 43,822 280 44,102
SAN LEON ANNUAL REPORT 2021 77
13. Equity accounted investments continued
(i) Midwestern Leon Petroleum Limited
During 2016 the Company acquired a 40% non-controlling interest in MLPL as part of the OML 18 transaction. Full details of the
OML 18 transaction are set out in Note 15(i). The movement during 2021 reflects a share of the profit of MLPL being administrative
costs of US$6.4 million (2020: US$9.7 million), other income of US$0.2 million (2020: US$Nil), net finance income of US$8.0 million
(2020: US$3.3 million), profit on investment of US$44.0 million (2020: US$12.2 million loss), net profits on financial assets of
US$1.2 million (2020: US$0.3 million losses) and a tax charge of US$10.0 million (2020: US$7.9 million).
The above interest is accounted for as an equity accounted investment as San Leon does not have control over the entity, which is
governed under a Joint Venture Agreement requiring the approval of both parties to the Joint Venture Agreement in respect of all
operating decisions.
The Group identified potential impairment indicators, being that MLPL is yet to receive a dividend from Eroton, US$2.9 million of a
US$10.0 million repayment due on 6 October 2020 was still outstanding at year end, and MLPL has entered into a loan to be able
to make Loan Note repayments to the Group. To test for a potential impairment the carrying value of the equity interest in MLPL
was compared against the fair value less cost of sale. This was estimated using a discounted cash flow model of the expected
future cash flows from MLPL’s share of the underlying OML 18 asset. Future cash flows of OML 18 were estimated using the
following price assumptions of US$69/bbl in 2023 and a subsequent long-term price of US$66/bbl escalated at 2% annually, with
the cash flows discounted using a post-tax discount rate of 10%. Assumptions involved in the impairment assessment include
estimates of commercial reserves, production rates, future oil prices, discount rates and operating and capital expenditure profiles,
all of which are inherently uncertain. This analysis identified that the carrying value of the equity interest in MLPL is not impaired.
If the recoverable amount was estimated taking into account a reduction in the oil price of 30% over the same period and an
increase in the discount rate to 25%, then the carrying value of the equity interest in MLPL would still not be impaired.
The Directors recognise that the future realisation of the equity accounted investment is dependent on future successful
exploration and appraisal activities and subsequent production of oil and gas reserves.
(ii) Energy Link Infrastructure (Malta) Limited
In August 2020 the Company acquired a 10% non-controlling interest in Energy Link Infrastructure (Malta) Limited (See Note 15(ii)).
The movement during 2021 reflects a share of the loss of ELI being sales income of US$1.4 million (2020: US$5.7 million), other
income of US$0.1 million (2020: US$0.1 million), cost of sales of US$7.4 million (2020: US$4.9 million) and operating expenses
including administrative costs of US$3.2 million (2020: US$3.7 million).
San Leon does not have control over the entity, however it has been determined to have significant influence. On this basis, the
above interest is recognised as an equity accounted investment. Significant influence has been determined based on the Company
having 10% of voting rights, a board position and a Shareholder Agreement requiring a majority, and in some instances a super
majority (meaning 70% of votes are required to pass a resolution), to approve all operating decisions.
Under the terms of ELI’s senior debt facility, the lender has a charge over all of the company’s assets and, as further security, each
shareholder (including San Leon Energy) has pledged their shares to the lender. The terms of the pledge are that the shares
cannot be transferred or otherwise utilised without the lender’s consent.
The Directors recognise that the future realisation of the equity accounted investment is dependent on completion of the pipeline
and subsequent throughput of oil from various customers.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
78 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
14. Property, plant and equipment
Leased Plant & Office Motor
assets equipment equipment vehicles Total
US$’000 US$’000 US$’000 US$’000 US$’000
Cost
At 1 January 2020 3,281 9,050 1,203 495 14,029
Disposals – – (111) – (111)
Currency translation adjustment – 116 – (15) 101
At 31 December 2020 3,281 9,166 1,092 480 14,019
Additions 244 – – – 244
Disposals (231) – (9) (124) (364)
Currency translation adjustment – (513) (44) (72) (629)
At 31 December 2021 3,294 8,653 1,039 284 13,270
Depreciation
At 1 January 2020 329 7,803 1,138 415 9,685
Charge for the year 378 622 12 16 1,028
Disposals – – (111) – (111)
Currency translation adjustment – 122 16 (15) 123
At 31 December 2020 707 8,547 1,055 416 10,725
Charge for the year 370 619 22 17 1,028
Disposals (231) – (9) (124) (364)
Currency translation adjustment – (513) (44) (72) (629)
At 31 December 2021 846 8,653 1,024 237 10,760
Net book values
At 31 December 2021 2,448 – 15 47 2,510
At 31 December 2020 2,574 619 37 64 3,294
SAN LEON ANNUAL REPORT 2021 79
Overview
Strategic report
Corporate governance
Financial Statements
Other information
15. Financial assets
Barryroe 4.5%
net profit Unquoted
OML 18 (i) ELI (ii) interest (iii) shares (iv) (viii)
US$’000 US$’000 US$’000 US$’000
Amortised Amortised FVOCI – equity Total
cost cost FVTPL instrument US$’000
Cost/Valuation
At 1 January 2020 114,254 – 2,769 194 117,217
Net fair value of acquisition of ELI Loan Notes – 14,557 – – 14,557
Finance income 16,480 796 – – 17,276
Loan Notes receipts – principal (35,285) – – – (35,285)
Loan Notes receipts – interest (11,215) – – – (11,215)
Lifetime ECL – credit-impaired # (15,309) – – – (15,309)
Impairment of unquoted shares,
Other comprehensive income – – – (194) (194)
Fair value movement, Income statement – – 4,073 – 4,073
At 31 December 2020 68,925 15,353 6,842 – 91,120
Finance income 12,122 2,468 – – 14,590
Loan Notes receipts – principal – – – – –
Loan Notes receipts – interest (2,150) – – – (2,150)
Impairment reversal – (credit-impaired assets) # 1,447 – – – 1,447
Fair value movement, Income statement – – (2,551) – (2,551)
At 31 December 2021 80,344 17,821 4,291 – 102,456
Expected Credit Loss Provision
At 1 January 2020 – – – –
New financial asset acquired * (385) – – (385)
At 31 December 2020 (385) – – (385)
Net remeasurement of loss allowance (255) – – (255)
At 31 December 2021 (640) – – (640)
# See OML18 ECL table below.
* See ELI ECL table below.
80 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
15. Financial assets continued
Higher risk
assets not
Performing credit impaired Credit impaired
Expected Credit Loss – OML 18 12-month ECL Lifetime ECL Lifetime ECL Total
At 1 January 2020 – (2,002) – (2,002)
Impact of modification – (5,857) – (5,857)
Net remeasurement of loss allowance – (7,450) – (7,450)
Transfer to lifetime ECL – credit-impaired – 15,309 (15,309) –
At 31 December 2020 – – (15,309) (15,309)
Impact of modification – – 1,503 1,503
Net remeasurement of loss allowance – – 1,447 1,447
Effective interest on ECL – – (3,794) (3,794)
At 31 December 2021 – – (16,153) (16,153)
Higher risk
assets not
Performing credit impaired Credit impaired
Expected Credit Loss – ELI 12-month ECL Lifetime ECL Lifetime ECL Total
At 1 January 2020 – – – –
New financial asset acquired * (385) – – (385)
At 31 December 2020 (385) – – (385)
Transfer to Lifetime ECL 385 (385) – –
Net remeasurement of loss allowance – (255) – (255)
At 31 December 2021 – (640) – (640)
Barryroe 4.5%
net profit Unquoted
OML 18 (i) ELI (ii) interest (iii) shares (iv) (viii)
US$’000 US$’000 US$’000 US$’000
Amortised Amortised FVOCI – equity Total
cost cost FVTPL instrument US$’000
Book value at 31 December 2021 80,344 17,181 4,291 – 101,816
Current 80,344 10,815 – – 91,159
Non-current – 6,366 4,291 – 10,657
Book value at 31 December 2020 68,925 14,968 6,842 – 90,735
Current 68,925 3,964 – – 72,889
Non-current – 11,004 6,842 – 17,846
Net Profit Interests (Poznan, v) (Gora, vi) (Liesa, vii): These NPIs have a nil value from acquisition.
SAN LEON ANNUAL REPORT 2021 81
15. Financial assets continued
(i) OML 18
In September 2016, the Company secured an indirect economic interest in OML 18, onshore Nigeria.
The Company undertook a number of steps to effect this purchase. MLPL, a company incorporated in Mauritius of which San Leon
Nigeria B.V. has a 40% shareholding, was established as a special purpose vehicle to complete the transaction by purchasing all of
the shares in Martwestern, a company incorporated in Nigeria. Martwestern holds a 50% shareholding in Eroton, a company
incorporated in Nigeria and the operator of OML 18, and Martwestern also holds an initial 98% economic interest in Eroton.
The economic effect of this structure is that San Leon has an initial indirect economic interest of 10.584% in OML 18. Shareholders
will note that this is higher than the percentage interest anticipated by San Leon at the time of the acquisition in 2016. There have
been no further purchases or payments by San Leon but this revised percentage is based on a reassessment and recalculation
of the various parties’ interests in OML 18.
To partly fund the purchase of 100% of the shares of Martwestern, MLPL borrowed US$174.5 million in incremental amounts by
issuing loan notes with an annual coupon of 17% (“Loan Notes”) and effective interest rate of 25%, as noted below. Midwestern Oil
and Gas Company Limited (“Midwestern”) is the 60% shareholder of MLPL and transferred its shares in Martwestern to MLPL as part
of the full transaction. Following its placing in September 2016, San Leon became beneficiary and holder of all Loan Notes issued by
MLPL and the holder of an indirect economic interest in OML 18. San Leon is due to be repaid the full amount of the US$174.5 million
plus the 17% coupon once certain conditions have been met and using an agreed distribution mechanism. Through its wholly owned
subsidiary, San Leon Nigeria B.V., the Company is also a beneficiary of any dividends that will be paid by MLPL as a 40% shareholder
in MLPL but the Loan Notes repayments must take priority over any dividend payments made to the MLPL shareholders.
The fair value assessment of the Loan Notes on acquisition was calculated as follows:
Total
US$’000
Total consideration 188,419
Fair value of Loan Notes attributable to equity investment # (30,889)
Net fair value of Loan Notes 157,530
Arrangement fees (5,500)
Additions to Financial Assets in 2016 including accrued interest at date of acquisition 152,030
# The fair value of Loan Notes attributable to the equity investment is calculated using a discount factor of management’s estimate of a market rate of interest
of 8% above the coupon rate of 17% over the term of the Loan Notes, giving an effective interest rate of 25%.
The key information relevant to the fair value of the Loan Notes on the date they were initially recognised is as follows:
Inter-relationships between the unobservable
Valuation technique Significant unobservable inputs* inputs and fair value measurements
Discounted cash flows • Discount rate 25% based on a market Nil
rate of interest of 8% above the
coupon rate of 17%
• MLPL ability to generate cash flows
for timely repayment
• Loan Notes are repayable in
full by 31 December 2021
(2020: 31 December 2021)
* On initial recognition. Under the conditional payment waiver the Loan Notes are expected to fall due on 30 June 2022. Other unobservable inputs are
considered appropriate at 31 December 2021.
The business model for the MLPL loan is to hold to collect. The Loan Notes are accounted for at amortised cost.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
82 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
15. Financial assets continued
The credit risk is managed via various undertakings, guarantees, a pledge over shares and the mechanism whereby MLPL
prioritises payment of sums due under the Loan Notes. These are described further in Note 29. Given the size and quality of the
OML 18 oil and gas asset the main credit risk is regarded as the timing of payments by MLPL which is dependent on dividend
distributions by Eroton rather than being unable to pay the total quantum due under the Loan Notes. To date Eroton have been
unable to make a dividend distribution. Consequently, MLPL had to enter into a loan in 2017 and subsequently, in order to be
able to meet its obligations under the Loan Notes and make payments to San Leon.
On 6 April 2020, the Company entered into an Agreement with MLPL, amending the timing of the remaining payment of the
Loan Notes Instrument. At the date of the Agreement, the remaining outstanding balance on the par value was US$82.1 million
(accounted for as US$79.5 million under IFRS). Under the terms of the Agreement, US$10.0 million was due to be repaid on or
before 6 October 2020, with the balance of the Loan Notes receivable payable in three quarterly instalments, commencing in July
2021 and completing by December 2021. Following the Agreement the outstanding loan continued to have an annual coupon
rate of 17% and an effective interest rate of 25% per annum. All other material terms of the Loan Notes Instrument remained
unchanged. The Agreement with MLPL was accounted for as a modification of the financial asset which did not give rise to
derecognition. A loss of US$2.5 million was recognised in respect of the change in present value of the revised cash flows
discounted at the original effective interest rate.
On 24 June 2021 the Company announced that it had entered into preliminary discussions with Midwestern in connection with the
potential acquisition of the shares of MLPL owned by Midwestern (the “Potential Transaction”). The Company expects that the
Potential Transaction, if agreed, would include the elimination of the Loan Notes. In connection with these discussions, on 6 July
2021 the Company agreed a conditional payment waiver in respect of the amounts under the Agreement that fell due in July 2021
and within 30 days of expiry of the conditional payment waiver. Under the terms of the conditional payment waiver amounts
payable under the Agreement would fall due 90 days following expiry. Interest continued to accrue on the outstanding principal of
the Loan Notes at 17%.
The conditional payment waiver was originally due to expire on the earlier of 31 August 2021 or the date an agreement was
reached with Midwestern to effect the Potential Transaction. The conditional payment waiver was subsequently extended to
include payments due up to December 2021.
The conditional payment waiver was accounted for as a modification of the financial asset which did not give rise to derecognition.
The amortised cost of the Loan Notes immediately prior to the modification was US$74.8 million (being a gross asset of US$92.6
million and expected credit loss provision of US$17.8 million. A net modification loss of US$3.2 million was recognised in respect
of the change in present value of the revised cash flows discounted at the original effective interest rate.
During 2021 San Leon received total payments under the Loan Notes of US$2.2 million (2020: US$46.5 million). The payments
received during 2021 represent principal of US$Nil (2020: US$35.3 million) and interest of US$2.2 million (2020: US$11.2 million)
on the Loan Notes repaid. As at 31 December 2021 there was US$96.5 million in principal and interest (2020: US$84.2 million) due
under the Loan Notes. As at 31 December 2021, US$2.9 million was outstanding from the US$10.0 million due to be repaid on
6 October 2020.
The Directors of San Leon have considered the credit risk of the Loan Notes at 31 December 2021 and 31 December 2020.
Due to the inability of MLPL to make dividend distributions, the Directors continue to consider that the credit risk has significantly
increased since initial recognition. At 31 December 2019 and subsequently a provision for the lifetime expected
credit loss of the Loan Notes had been recognised.
In addition, the Directors have reviewed the counterparty credit risk associated with measurement of the expected credit loss.
This was assessed as having increased significantly since initial recognition.
Management are still confident in the operational potential of OML 18 and ultimately recovering the full amount of the outstanding
Loan Notes, however due to the above issues management are unable to determine the timing of future cash flows and for this
reason the Loan Notes are now considered credit impaired.
SAN LEON ANNUAL REPORT 2021 83
15. Financial assets continued
The Loan Notes are unique assets for which there is no directly comparable market data. Repayments of the Loan Notes are
expected to be made from the underlying cash flows that support MLPL or, if the Potential Transaction is agreed, the Loan Notes
will be taken into account and eliminated as part of the overall structure agreed. The Directors have considered the credit risk of
MLPL, in particular in light of the Covid-19 pandemic and the resultant impact on the oil price and demand, as well as ongoing
short term production issues. The Loan Notes continue to be considered to be impaired. An impairment has been estimated
based on a forward-looking analysis where a range of outcomes has been considered taking into account the size and timing of
the contractual cash flows, the risk of the Potential Transaction being delayed or not agreed, risk of late payments and the risk of
default leading to less than full recovery of the amounts due in respect of the Loan Notes. The Directors have considered the
possible scenarios and used their judgement to estimate a weighted average outcome of these scenarios. The impairment is
calculated as the difference between the present value of the weighted average of possible outcomes (discounted at the effective
interest rate of the Loan Notes) and the present value of the contractual cash flows.
As at 31 December 2021 the Loan Notes are considered credit impaired. The expected credit loss of US$16.2 million
(2020: US$15.3 million) has been presented net as part of the amortised cost of the Loan Notes. The expected credit loss has
been calculated with a very high probability that the Potential Transaction will complete, and therefore the Loan Notes will
extinguish, and the Company believes that the value of the Potential Transaction is worth at least the value of the Loan Notes.
See Subsequent events (Note 31) for further information on the discussions with Midwestern about acquiring Midwestern’s
indirect interest in the OML 18.
*Refer to Alternate Performance Measures on Page 133 for full reconciliation of IFRS numbers and Alternative Performance Measures.
(ii) Energy Link Infrastructure (Malta) Limited
In August 2020, the Company acquired an indirect economic interest in the Alternate Crude Oil Evacuation System (“ACOES”) project.
The initial interest was acquired through the direct investment in Energy Link Infrastructure (Malta) Limited (“ELI” or “ELI Malta”),
a company incorporated in Malta, which owns the ACOES project through its 100% owned subsidiary Energy Link Infrastructure
(Nigeria) Limited, a company incorporated in Nigeria (“ELI Nigeria”).
The investment comprises a 10% equity interest in ELI together with a US$15.0 million shareholder loan at a coupon of 14% per
annum over 4 years, and repayable quarterly following a one year moratorium from the date of investment (the “ELI Loan Notes”).
Funds were provided to ELI in two tranches with the first US$10.0 million tranche being paid in August, and the second tranche of
US$5.0 million on 6 October 2020, being half of the funds due from Midwestern Leon Petroleum Limited as part of the repayment
of the MLPL Loan Notes.
The fair value assessment of the Loan Notes on acquisition was calculated as follows:
Total
US$’000
Total consideration 15,000
Fair value of Loan Notes attributable to equity investment # (443)
Net fair value of Loan Notes 14,557
# The fair value of Loan Notes attributable to the equity investment is calculated using a discount factor of management’s estimate of a market rate of interest
of 2% above the coupon rate of 14% over the term of the Loan Notes, giving an effective interest rate of 16%.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
84 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
15. Financial assets continued
The key information relevant to the fair value of the Loan Notes on the date they were initially recognised is as follows:
Inter-relationships between the unobservable
Valuation technique Significant unobservable inputs* inputs and fair value measurements
Discounted cash flows • Discount rate 16% based on a market Nil
rate of interest of 2% above the
coupon rate of 14%.
• ELI ability to generate cash flows
for timely repayment.
• Loan Notes are repayable in full
by 6 October 2024.
* Day 1 and considered appropriate at 31 December 2021 and 31 December 2020.
The business model applicable to the ELI loan is to hold to collect.
The credit risk is managed via various undertakings, such as representations, warranties and covenants and the ability for a
preferential distribution should some warranties be breached. These are described further in Note 29. Given the nature and stage
of the asset the main credit risk is regarded as the timing of payments by ELI Malta which is dependent on dividend distributions
by ELI Nigeria rather than being unable to pay the total quantum due under the ELI Loan Notes.
The Directors of San Leon have considered the credit risk of the ELI Loan Notes at 31 December 2021 and 31 December 2020.
Both tranches of the ELI Loan Notes were issued in H2 2020, with a one-year repayment holiday. Quarterly repayments were due
from 31 July 2021 (for the first tranche) and 6 October 2021 (second tranche). As at 31 December 2021 no repayments had been
received. As at 31 December 2021 there was US$17.8 million in principal and interest due under the ELI Loan Notes.
San Leon announced on 24 June 2021 that it is considering making further debt and equity investments in ELI and reaffirmed
that intention in subsequent announcements. The Company has agreed with ELI that, should these further investments be made,
then the First Instalment will be offset from any investment monies payable to ELI by San Leon under certain of these new
arrangements. Pending any further investment in ELI, the First Instalment will continue to accrue interest at 14% per annum.
Project delays have impacted the ability of ELI to make ELI Loan Note repayments, with current projections indicating that debt
will start to be serviced in the second half of 2022 when barging operations commence. It is the Directors opinion that ELI will
make full repayment of the outstanding loan notes.
The Directors have considered the credit risk of the ELI Loan Notes and the counterparty credit risk as at 31 December 2021.
A guarantee from ELI Nigeria, who guarantee all payment obligations of ELI Malta, has also been taken into account. As a result of
the delay in operations and ELI Loan Notes being overdue, the Directors have determined that there has been a significant
increase in credit risk since initial recognition of the ELI Loan Notes, and a provision for the lifetime expected credit loss of the ELI
Loan Notes has been recognised. The ELI Loan Notes are not considered to be credit impaired on the basis of the delays in ELI
commencing repayment of the loan notes.
An expected credit loss provision has been estimated based on a forward-looking analysis where a range of outcomes has been
considered taking into account the size and timing of the contractual cash flows, the risk of late payment and the risk of default
leading to less than full recovery of the amounts due in respect of the ELI Loan Notes. The Directors have considered the possible
scenarios and used their judgement to estimate a weighted average outcome of these scenarios. The ECL provision is calculated
as the difference between the present value of the weighted average of possible outcomes (discounted at the effective interest
rate of the ELI Loan Notes) and the present value of the contractual cash flows. This has then been compared to publicly
available macroeconomic data of default rates by geography, industry and rating.
The Company determined that the expected credit loss provision of US$0.6 million (2020: US$0.4 million), being 3.6%
(2020: 2.5%) of the outstanding balance was appropriate.
SAN LEON ANNUAL REPORT 2021 85
15. Financial assets continued
(iii) Barryroe – 4.5% Net Profit Interest
SLE holds a 4.5% Net Profit Interest in the Barryroe (“Barryroe NPI”) oil field at fair value through profit and loss under IFRS 9.
In 2019 a market-based valuation approach was adopted, using the price of the publicly listed shares of Providence Resources plc
(“Providence”) (operator and holder of an 80% interest in the Barryroe oil field) as its basis. The Directors believe the markets
assessment of the current risks and uncertainties of the project have been reflected within the share price of Providence at year
end, and it is therefore appropriate to use this to update their valuation.
Given the latest announcements, the Directors have reviewed the modelling assumptions and consider it reasonable and appropriate
to continue to use a market based approach to decrease the Barryroe carrying value by US$2.6 million (2020: gain of US$4.0 million)
to US$4.2 million to reflect their estimate of the impact of these risks to the future cash flows on the value of the asset.
The key information relevant to the fair value of the Barryroe 4.5% net profit interest is as follows:
Inter-relationships between the unobservable
Valuation technique Significant unobservable inputs inputs and fair value measurements
Market based approach using • Estimated value of NPI as The estimated fair value would
share price of Operator percentage of total field NPV 9.5% increase/(decrease) if:
(Providence) (2020: 9.5%)
• US Dollar exchange rate
increased/(decreased)
(iv) Ardilaun Energy Limited
As part of the consideration for the sale of Island Oil & Gas Limited to Ardilaun Energy Limited (“Ardilaun”) in 2014 Ardilaun agreed
to issue shares equivalent to 15% of the issued share capital of Ardilaun to San Leon. The original fair value of the 15% interest in
Ardilaun was based on a market transaction in Ardilaun shares.
The Directors have considered the carrying value of this interest at 31 December 2021 and given the length of time to obtain Irish
government approval for the transaction, the Directors feel it is prudent to continue to carry the 15% of Ardilaun shares still to be
issued to San Leon at a value of US$Nil (2020: US$Nil).
(v) Poznan 10% Net Profit Interest
In 2016, San Leon sold its 35% interest in the Poznan assets for a consideration of €1 plus a 10% NPI. Until active development
commences a nil value has been placed on the NPI. There has been no change in 2021.
(vi) Gora 5% Net Profit Interest
In 2018, San Leon sold its interest in the Gora assets for a consideration of €1 plus a 5% NPI. Until active development commences
a nil value has been placed on the NPI. There has been no change in 2021.
(vii) Liesa 5% Net Profit Interest
In 2018, San Leon sold its interest in the Liesa assets for a consideration of €1 plus a 5% Net Profit Interest (“NPI”). Until active
development commences a nil value has been placed on the NPI. There has been no change in 2021.
(viii) Gemini Resources Limited
In 2019, San Leon converted a debtor of US$192,607 due from Gemini Resources Limited (“Gemini”) into 54,818 fully paid ordinary
shares in Gemini.
The Directors considered the carrying value of this interest at 31 December 2021 to be US$Nil.
(ix) Amedeo Resources plc
At 31 December 2021, the Company holds 213,512 ordinary shares at a market value of US$Nil (2020: US$Nil). The value of the
investment was written down to nil in 2018 due to the shares of Amedeo Resources plc being de-listed.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
86 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
16. Inventory
2021 2020
US$’000 US$’000
Spare parts and consumables 168 183
Spare parts include drilling equipment and consumables utilised by the Group’s seismic services company.
17. Trade and other receivables
2021 2020
US$’000 US$’000
Amounts falling due within one year:
Trade receivables 9,860 2
Corporation tax refundable – 39
VAT and other taxes refundable 80 88
Other debtors (i) 4,429 4,264
Expected credit loss on other debtors (i) (3,630) (3,532)
Prepayments (ii) 2,903 1,017
13,642 1,878
(i) In 2017, other debtors included US$3.6 million due from NSP Investments Holdings Ltd for the disposal of equity accounted
investments. During 2018, the Directors fully provided for the amount.
In September 2021, Gemini Energy B.V. concluded transactions to gain 100% ownership of these equity accounted investments.
To accommodate and agree to the transfer of the shares in the equity accounted investments from NSP to Gemini, Gemini offered
and agreed to pay San Leon:
(a) a payment of US$1.5 million by no later than the first anniversary of the transfer of the equity accounted investments shares
to Gemini; and
(b) make an additional payment of US$2.1 million under the terms of a net profits interest agreement.
The Gemini obligations replace the amounts due from NSP and the expected credit loss for the total amount remains.
See Related party transactions (Note 29) for further details.
The remaining other debtors consists of rent deposits and similar receivables.
(ii) Prepayments includes an amount of US$0.8 million (2020: US$0.8 million) in relation to the Oza deal and US$2.0 million
(2020: US$Nil) in relation to the ELI conditional investment, detailed in Subsequent Events (Note 31).
SAN LEON ANNUAL REPORT 2021 87
18. Cash and cash equivalents
2021 2020
US$’000 US$’000
Cash and cash equivalents 839 11,757
Solicitor client account (i) 6,753 6,753
7,592 18,510
(i) Solicitor client account at 31 December 2021 represents monies held on behalf of the Company by Dentons ACAS-Law in
relation to the Oza deal, detailed in Subsequent Events (Note 31).
19. Trade and other payables
2021 2020
US$’000 US$’000
Current
Trade payables 1,286 719
PAYE/PRSI 223 295
Corporation tax 6 –
Payroll and pensions 750 –
Other creditors 67 36
Accruals 2,080 2,248
Current portion of lease 340 333
4,752 3,631
20. Derivative
2021 2020
US$’000 US$’000
Non-current
Derivative – 9
– 9
Overview
Strategic report
Corporate governance
Financial Statements
Other information
88 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
20. Derivative continued
The key inputs into the valuation model are as follows:
Inter-relationships between the unobservable
Valuation technique Significant unobservable inputs inputs and fair value measurement
Black-Scholes model Option strike price: £0.30 to £0.45 up The estimated fair value would
to date options expired in the year increase/(decrease) if:
(2020: £0.30 to £0.45)
Average maturity: 0 to 1 year up to The share price increased/
date options expired in the year (decreased)
(2020: 0 to 1 year)
Risk-free interest rate: 0.055% up to Sterling exchange rate increased/
date options expired in the year (decreased)
(2020: 0.055%)
Share price volatility: 62% up to The risk free interest rate increased/
date options expired in the year (decreased)
(2020: 62%)
The derivative was in relation to options and warrants that were issued in connection with financing provided to the Company
between 2016 and 2018.
21. Provisions for liabilities
Decommissioning
US$’000
At 1 January 2020 56
At 31 December 2020 56
At 31 December 2021 56
Current 56
Non-current –
Decommissioning
The provision for decommissioning costs is recorded at the value of the expenditures expected to be required to settle the
Group’s future obligations on decommissioning of previously drilled wells.
SAN LEON ANNUAL REPORT 2021 89
Overview
Strategic report
Corporate governance
Financial Statements
Other information
22. Share capital
Rights and obligations attaching to the Ordinary Shares
The Company has no securities in issue conferring special rights with regards control of the Company. All Ordinary Shares rank
pari passu, and the rights attaching to the Ordinary Shares (including as to voting and transfer) are as set out in the Company’s
Articles of Association (“Articles”).
Number of Number of
New Ordinary Deferred Authorised
shares Ordinary shares Equity
€0.01 each €0.0001 each US$’000
Authorised equity
At 1 January 2020 2,847,406,025 – 177,475
At 31 December 2020 2,847,406,025 – 177,475
At 31 December 2021 2,847,406,025 – 177,475
Issued, called up and fully paid:
Number of Number of
New Ordinary Deferred Share Share
shares Ordinary shares capital premium
€0.01 each €0.0001 each US$’000 US$’000
At 1 January 2020 451,303,014 – 5,172 21,077
Share buybacks (1,389,988) – (15) –
At 31 December 2020 449,913,026 – 5,157 21,077
At 31 December 2021 449,913,026 – 5,157 21,077
See Consolidated Statements of Changes in Equity on pages 54 to 55.
Share buyback programme
On 22 January 2020 the Company announced that it had completed the buyback programme. Under the Buyback Programme,
the Company repurchased 5,709,101 Ordinary Shares at an aggregate value of £1,570,085.49. Following cancellation of the final
shares repurchased, the total number of Ordinary Shares in issue with voting rights was 449,913,026.
23. Dividends paid
No dividends were declared in 2021. In May 2020, the Company returned a special dividend to its shareholders of £0.06 per share,
totalling US$33.3 million (£27.0 million).
90 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
24. Reserves
The Statement of Changes in Equity outlines the movement in reserves during the year. Further details of these reserves are
set out below:
Currency translation reserve
The currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements
of foreign operations.
The recycling of the currency translation reserve of US$16.6 million (2020: US$1.0 million) relates to the realisation of the
cumulative foreign currency gains and losses on the disposal or liquidation of non-core assets.
Share-based payments reserve
The share-based payments reserve comprises the fair value of all share options which have been charged over the vesting period,
net of the amount relating to share options which have expired, been cancelled and have vested.
Fair value reserve
The fair value reserve comprises the cumulative net change in the fair value of financial assets measured at Fair Value through
Other Comprehensive Income until the assets are derecognised.
Special reserve
Pursuant to a capital reduction in 2019 the Company undertook to credit US$5,024,260 to a special reserve. This special reserve
is not a distributable reserve and must remain in place until such time as obligations in respect of certain guarantees given by
the company have lapsed or become unenforceable.
25. Share-based payments
Prior to 31 December 2012, the Group had one share-based payment scheme for executives and senior employees of the Group.
In accordance with the provisions of the plan, as approved by shareholders at a previous general meeting, executives and senior
employees may be granted options to purchase ordinary shares.
Each share option converts into one ordinary share of San Leon Energy plc on exercise and options do not carry rights to
dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. The options
vest in tranches subject to the achievement of certain service and non-market performance conditions. Market conditions in
relation to the achievement of share price trading levels also apply in the case of certain options granted to the Directors, further
details of which are set out in the Directors’ Report.
During the first quarter of 2013, this scheme was replaced by a more formal Share Option Plan, which governs all future awards of
share options made by San Leon. All employees, and certain Directors and consultants, may from time to time be eligible to receive
a discretionary bonus to be awarded in the form of options over San Leon Ordinary shares. Historic options in respect of San Leon
shares will continue to be governed by the terms and conditions set out in the historic share-based payments scheme.
The Group’s equity share options are equity settled share-based payments as defined in IFRS 2: Share-based payments. The total
share-based payment charge for the year has been calculated based on grant date fair value obtained using an option pricing
model with a discount for market conditions applied based on a Monte Carlo simulator analysis where appropriate. The charge for
the year is US$Nil (2020: US$891,263) includes the charge for options issued to the Directors of US$Nil (2020: US$418,048) and
shares to be issued to Directors of US$Nil (2020: US$Nil).
SAN LEON ANNUAL REPORT 2021 91
Overview
Strategic report
Corporate governance
Financial Statements
Other information
25. Share-based payments continued
The movement on outstanding share options and warrants during the year was as follows:
2021 2020
Weighted Weighted
Number average Number average
of options / exercise of options / exercise
warrants price warrants price
Balance at beginning of the financial year 41,221,627 £0.397 40,559,075 £0.400
Granted during the financial year – – 1,000,000 £0.450
Modified during the financial year * – – – £0.393
Expired or cancelled during the financial year (8,560,000) £0.445 (337,448) £0.592
Exercised during the financial year – – – –
Balance at end of the financial year 32,661,627 £0.412 41,221,627 £0.397
Exercisable at end of the financial year 32,661,627 £0.412 41,221,627 £0.397
The range of exercise prices of outstanding options/warrants at year end is £0.25 to £0.45 (2020: £0.25 to £0.45).
* On 26 February 2020 the Company repriced 1,500,000 options from £0.45 to £0.35, the expiry date of these options was also
extended from 26 February 2020 by 4 years to 26 February 2024. The resulting charge for the year was US$326,581.
* On 2 October 2020 the Company extended the expiry date of 2,222,222 options by 5 years to 2 October 2025. This resulted
in a charge for the year of US$146,635.
The weighted average remaining contractual life for options/warrants outstanding at 31 December 2021 is 1.79 years
(2020: 2.94 years).
During the current year no options were exercised (2020: Nil).
The following table illustrates the number, exercise price and expiry date of share options and warrants remaining at year end.
Type Number Exercise price Year of expiration
Options 6,250,000 £0.45 2022
Options 6,625,000 £0.45 2023
Warrants 10,000,000 £0.25 2023
Warrants 4,939,405 £0.45 2023
Options 1,500,000 £0.35 2024
Options 125,000 £0.45 2024
Options 2,222,222 £0.45 2025
Options 1,000,000 £0.45 2028
Total 32,661,627
92 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
25. Share-based payments continued
The following table lists the fair value of options granted and the inputs to the models used to calculate the grant date fair values
of awards granted in 2021 and 2020:
2021 2020
Weighted average fair value of options granted during year N/a £0.25
Weighted average share price of options at date of grant N/a £0.39
Dividend yield N/a 0.00%
Exercise price N/a £0.45
Expected volatility N/a 72%
Risk-free interest rate N/a 0.55%
Expected option life N/a 7 years
Expected early exercise % N/a 0%
Model used N/a Black-Scholes
The expected life used in the model is based on the expectation of management attaching to the option and behavioural
considerations and is not necessarily indicative of exercise patterns that may occur. Expected volatility is based on an analysis of
the historical volatility of San Leon Energy plc shares and comparable listed entities. The fair value is measured at the date of grant.
There are no conditions attached to the options.
26. Commitments and contingencies
(a) Lease obligation commitments
Cash commitments under lease obligations as a lessee (Note 28) are as follows:
Total Total
2021 2020
US$’000 US$’000
Payable:
Within one year 340 369
Between one and five years 1,359 1,472
Over five years 1,246 1,718
2,945 3,559
(b) Decklar Petroleum Limited
On 1 September 2020, the Company announced that it had conditionally agreed to invest US$7.5 million by way of a loan to
Decklar Petroleum Limited, who is the holder of a Risk Service Agreement with Millenium Oil and Gas Company Limited on the
Oza marginal field, carved out of OML 11, onshore Nigeria. Under the agreements, if completed, the Company will also receive
a 15% interest in Decklar for a nominal amount paid. This transaction is still awaiting final conditions precedents to complete.
See Note 31 for further detail.
(c) Exploration, evaluation and development activities
The Group has commitments of US$Nil (2020: US$Nil) in the year ended 31 December 2021 to contribute to its share of
exploration and evaluation expenditure in respect of exploration licences and concessions held.
SAN LEON ANNUAL REPORT 2021 93
26. Commitments and contingencies continued
(d) Horizon Petroleum Ltd
The Group has a contingent asset, the consideration is in aggregate of US$2.0 million in relation to the sale completed in August
2019 to Horizon Petroleum Ltd.
The Group will receive the aggregate consideration when certain concessions are transformed and granted to Horizon.
(e) Island Oil & Gas Limited Guarantee
The Company has a Guarantee in respect of the decommissioning liabilities of Island (Seven Heads) Limited, a subsidiary of Island
Oil & Gas Limited (“Island”). In the event that Island are unable to pay the decommissioning liabilities, under the Guarantee, the
Company could be liable for any amounts Island does not pay.
27. Deferred tax
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets Liabilities Net
2021 2020 2021 2020 2021 2020
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Financial assets – IFRS 9 – – (572) (1,416) (572) (1,416)
Financial assets – other 175 175 – – 175 175
Unrealised exchange difference – – (22) (4) (22) (4)
Interest not taxable until received – – (863) (199) (863) (199)
Tax losses recognised – 926 – – – 926
175 1,101 (1,457) (1,619) (1,282) (518)
2021 2020
US$’000 US$’000
At 1 January (518) 1,718
Deferred tax on fair value movements in financial assets IFRS 9, Barryroe NPI (Note 10) 844 (1,343)
Origination and reversal of temporary differences (Note 10) (1,608) (893)
At 31 December (1,282) (518)
Unrecognised deferred tax assets
2021 2020
US$’000 US$’000
Tax losses 5,036 8,631
Capitalised expenditure 358 33,101
5,394 41,732
Deferred tax assets have not been recognised in respect of the above items because it is not probable that future taxable profits
will be available against which the Group can utilise these losses.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
94 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
28. Leases
Statement of Financial Position
2021 2020
US$’000 US$’000
Right of use asset (included within Property, plant and equipment)
Property leases
At 1 January 2,574 2,952
Additions 244 –
Depreciation charge for the period (370) (378)
Closing net carrying amount 2,448 2,574
Lease liability
Property leases
At 1 January 2,761 2,834
Payments – principal (227) (211)
Payments – interest (129) (131)
Currency translation adjustment (140) 138
Interest 129 131
Closing net carrying amount 2,394 2,761
Current 340 333
Non-current 2,054 2,428
Income Statement
2021 2020
US$’000 US$’000
Right of use asset (included within Property, plant and equipment)
Property leases
Depreciation charge 139 378
Interest expense 129 131
Total 268 509
29. Related party transactions
The Group has related party transactions with: i) Directors, ii) shareholders, iii) subsidiaries and iv) other entities with which it has
entered into business arrangements. Due to the influence or material interest that these parties have in transactions with the
Group they are required to be disclosed and are detailed below.
Red Cedar Energy DMCC
San Leon Energy plc and Red Cedar Energy DMCC have a common Director, Mr Oisín Fanning. San Leon has a consultancy
agreement with Red Cedar Energy DMCC which was paid US$1,679,494 for amounts due for 2021 (2020: US$Nil). Please see the
Director’s emolument table on page 27 which includes the amount paid to Red Cedar Energy DMCC.
SAN LEON ANNUAL REPORT 2021 95
29. Related party transactions continued
Property
The Company holds an option to acquire a property at market value from Mr Fanning. The option is due to expire in 2026 and
the option fee of US$409,000 is included in other debtors (Note 17) and is refundable when the Company either exercises or
terminates the option. Mr Fanning was paid US$323,395 (2020: US$215,999) rent for the use of this property during the year
by the Company.
The property is available for use by all staff and consultants requiring overnight accommodation while conducting business on
behalf of the Company up to it being used for office space in June 2021, see below.
In June 2021, the Company signed a licence with Mr. Oisín Fanning to use the property for office space.
Director change in Shareholding
On 11 May 2020 the Company was notified that Mr Fanning, Chief Executive Officer of the Company, acquired 98,000,000 ordinary
shares in the Company. Following the notification, Mr Fanning had an interest of 107,495,864 ordinary shares, representing
23.89% of the issued share capital of the Company.
On 23 December 2020 the Company announced that it had been informed that Mr Fanning had been unable to secure the
necessary funding for the above share purchase. Consequently, settlement of the share purchase did not occur. Following this,
Mr Fanning owns 9,495,864 ordinary shares in the Company, representing 2.1% of the issued share capital of the Company.
Greenbay Energy Resources Limited
San Leon Energy plc and Greenbay Energy Limited have a common Director, Mr Mutiu Sunmonu. San Leon has a consultancy
agreement with Greenbay Energy Limited which was paid US$95,629 for amounts due for 2021 (2020: US$95,181). Please see
the Director’s emolument table on page 27 which includes the amount paid to Greenbay Energy Limited.
In June 2019, San Leon Energy plc entered into an agreement with Caledonian Properties Nigeria Limited (“Caledonian”), a
company owned by Mr Mutiu Sunmonu, for the use of two properties in Lagos, Nigeria, and was extended for a further 2 years
in June 2021. Caledonian was paid US$231,000 for the period 1 July 2019 to 30 June 2021 of which US$57,750 relates to 2021.
Caledonian was also paid US$244,444 for the period 1 July 2021 to 30 June 2023 of which US$61,111 related to the period
1 July 2021 to 31 December 2021. It is common practice to pay such sums up-front in Nigeria.
The properties are being provided at a competitive rate and it is an arm’s length transaction.
One of the properties is used as an office and the other property is available for use by all staff and consultants requiring
accommodation while conducting business on behalf of the Company.
Gemini Energy B.V./Palomar Natural Resources (Netherlands) B.V./NSP Investments Holdings Ltd
On 18 November 2016, the Company announced the sale of its (i) 35% interest in TSH Energy Joint Venture B.V. (TSH) and (ii) 35%
interest in Poznan Energy B.V. (Poznan) to Palomar Natural Resources (Palomar). This divested the Company’s interest in the
Rawicz and Siekierki fields respectively. A 10% net profit interest was retained in the Poznan assets. Palomar was regarded as a
related party as it already held the remaining interest in both TSH and Poznan.
The total cash consideration due to the Company for the sale of its 35% interest in TSH was US$9.0 million, of which US$4.5 million
was received in November 2016. The balance of US$4.5 million plus accrued interest (the “Amount Due”) was due to paid to San Leon
on or before 1 October 2017. As announced on 2 January 2018 under a novation agreement and extension agreement dated 22
December 2017, the Amount Due was the full responsibility of NSP Investments Holdings Ltd, a BVI registered company that holds a
35% interest in TSH. San Leon also announced that it had received a further US$1.5 million payment of the Amount Due. The
Company was due to receive a further US$3.6 million, including an extension fee plus any further accrued interest on or before
1 September 2018. The Company had not received the US$3.6 million by 31 December 2018 and, provided for expected credit losses
of US$3.4 million and reversed accrued interest receivable in 2018 of US$0.2 million. No further payments were received from NSP.
In September 2021, Gemini Energy B.V. concluded transactions to gain 100% ownership of both TSH and Poznan. To accommodate
and agree to the transfer of the TSH and Poznan shares from NSP to Gemini, Gemini offered and agreed to pay San Leon:
(a) a payment of US$1.5 million by no later than the first anniversary of the transfer of the TSH Shares to Gemini; and
(b) make an additional payment of US$2.1 million under the terms of a net profits interest agreement. The Gemini obligations
replace the amounts due from NSP.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
96 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
29. Related party transactions continued
Toscafund Asset Management LLP
Toscafund Asset Management LLP (Toscafund) is a related party on the basis that funds managed by Toscafund hold a substantial
shareholding in San Leon Energy plc and the substantive transactions which the parties entered into during 2016 and as more fully
described below detailing the purchase of the indirect interest in OML 18.
On 11 May 2020 the Company was informed that funds managed by Tosca Asset Management LLP had sold 98,000,000 ordinary
shares in the Company on 7 May 2020. On completion of the sale funds managed by Tosca Asset Management LLP held
228,771,927 ordinary shares, representing 50.85% of the issued share capital of the Company. This sale was not completed and
on 22 December 2020 the Company was informed that funds managed by Tosca Asset Management LLP held 330,570,719
ordinary shares in the Company at that date.
OML 18
In September 2016, the Company secured an indirect economic interest in Oil Mining Lease 18 (“OML 18”), onshore Nigeria.
The Company undertook a number of steps to effect this purchase. MLPL, a company incorporated in Mauritius of which San Leon
Nigeria B.V. has a 40% shareholding, was established as a special purpose vehicle to complete the transaction by purchasing all of
the shares in Martwestern, a company incorporated in Nigeria.
Martwestern holds a 50% shareholding in Eroton, a company incorporated in Nigeria and the operator of OML 18, and it also holds
an initial 98% economic interest in Eroton. To partly fund the purchase of 100% of the shares of Martwestern, MLPL borrowed
US$174.5 million in incremental amounts by issuing loan notes with a coupon of 17% (“Loan Notes”). Midwestern is the 60%
shareholder of MLPL and transferred its shares in Martwestern to MLPL as part of the full transaction. Following its placing in
September 2016, San Leon became beneficiary and holder of all Loan Notes issued by MLPL and the holder of an indirect economic
interest in OML 18. San Leon is also a beneficiary of any dividends that will be paid by MLPL as a 40% shareholder in MLPL but the
Loan Notes repayments and any other debt take priority over any dividend payments made to the MLPL shareholders. The
economic effect of this structure is that San Leon has an initial indirect economic interest of 10.584%. in OML 18. Shareholders will
note this is higher than the percentage interest anticipated by San Leon at the time of the acquisition. There have been no further
purchases or payments by San Leon but this revised percentage is based on a reassessment and recalculation of the various
parties’ interests in OML 18 which has resulted in Martwestern’s economic interest in Eroton now standing at 98%.
To date, San Leon has received aggregate payments under the Loan Notes totalling US$198.0 million. An expected credit loss of
US$2.0 million was recognised at 31 December 2019. Due to uncertainty around the timing of repayments, the Company has
impaired the Loan Notes, netting the expected credit loss of US$2.0 million against the gross amortised value and recognising an
impairment charge of US$15.3 million at 31 December 2020. At 31 December 2021 the impairment charge was increased by
US$0.9 million to US$16.2 million.
To make payment of principal and interest due under the Loan Notes, MLPL is dependent on Eroton making dividend payments
to Martwestern which in turn makes dividend payments to MLPL. MLPL will use the receipt of dividends to make Loan Notes
payments to San Leon. There are various undertakings, guarantees and security in place with Eroton, Martwestern and
Midwestern with regard to the Loan Notes, as more fully described below, in the event that MLPL is not in a position to pay the
Loan Notes from dividends received.
The Loan Notes have been secured with undertakings by both Eroton and Martwestern, including not to take any action within
their control which would result in default by MLPL, and to act honestly and in good faith. In addition, to the extent practicable and
subject to law, use commercially reasonable efforts to declare dividends in order that MLPL can satisfy its obligations under the
Loan Notes instrument.
The shares held by MLPL in Martwestern have also been pledged as security to the obligations under the Loan Notes.
Midwestern and Mart Resources Limited jointly and severally guaranteed the payment of the Loan Notes following a default
and to make immediate payment and performance of all obligations to holders of the Loan Notes.
While San Leon is also a beneficiary of any dividends that will be paid by MLPL as a 40% shareholder in MLPL, the Loan Notes
repayments must take priority over dividend payments made by MLPL to shareholders with a minimum 65% cash sweep of
available funds for a period of four years in order to redeem the Loan Notes.
SAN LEON ANNUAL REPORT 2021 97
29. Related party transactions continued
There are shareholders agreements which govern the relationship between Midwestern and San Leon, and Bilton and
Martwestern regulating the rights and obligations with respect to MLPL, Martwestern and Eroton. These agreements cover the
appointment of Directors and unanimous approval for major decisions.
A Master Services Agreement exists which entitles San Leon Energy Nigeria B.V. to provide rig-related services to Eroton and
Midwestern for their activities.
Separately in 2018 San Leon entered into an agreement with Eroton for the provision of subsurface technical and management
services with estimated consideration for the services of US$6.0 million until the end of 2022.
Further extensive details can be found on the Company’s website which contains a copy of the Admission Document at:
http://www.sanleonenergy.com/media/2491705/admission_document_2016.pdf
2017
As a consequence of MLPL not being in receipt of dividends in 2017, MLPL had to enter into a loan during 2017 and subsequently
in order to be able to meet its obligations under the Loan Notes and make payments to San Leon. During 2017 San Leon received
total payments under the Loan Notes totalling US$39.6 million. All payments during 2017 were received by the due date and in
accordance with the terms of the Loan Notes.
2018
During 2018 San Leon received total payments under the Loan Notes totalling US$66.2 million. MLPL also entered into loan
agreements with third parties to enable it to make the repayments during 2018.
2019
During 2019 San Leon received total payments under the Loan Notes totalling US$43.2 million. MLPL used loan agreements
similar to those entered into in 2018 to continue to make the repayments during 2019.
2020
During 2020 San Leon received total payments under the Loan Notes totalling US$46.5 million. MLPL used loan agreements
similar to those entered into in 2018 to continue to make the repayments during 2020.
2021
During 2021 San Leon received total payments under the Loan Notes totalling US$2.2 million. MLPL used loan agreements similar
to those entered into in 2018 to continue to make the repayments during 2021.
Key management
Key management is deemed to comprise the Board of Directors. The total remuneration paid to key management was as follows:
2021 2020
US$’000 US$’000
Salary and emoluments 2,413 2,678
Bonuses 490 1,172
Social welfare costs 205 282
Fees and consulting services 500 607
Pension 331 99
Benefits 50 44
Share-based payment expense – 418
3,989 5,300
Overview
Strategic report
Corporate governance
Financial Statements
Other information
98 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
30. Financial instruments and financial risk management
The Group’s principal financial instruments comprise trade receivables, other financial assets, trade payables and cash and cash
equivalents.
The main purpose of these financial instruments is to provide finance for the Group’s operations.
The Group’s financial assets and liabilities are classified as:
Financial liabilities: Amortised costs – trade and other payables as described in Note 19;
•
Financial assets: Amortised cost – Financial assets as described in Note 15 and Trade and other receivables as described in Note 17;
•
Financial assets: FVTPL – net profit interest as described in Note 15;
•
Financial assets: FVOCI – equity instrument – unquoted investments as described in Note 15;
•
The main risks arising from the Group’s financial instruments are foreign currency risk, credit risk, liquidity risk, interest rate risk
and capital management. Management reviews and agrees policies for managing each of these risks in a non-speculative manner
which are summarised below.
(a) Currency risk
The Group is exposed to foreign currency risk on transactions denominated in a currency other than the relevant functional
currency of the entities of the Group which consist of US Dollars, Euro, Sterling and Polish Zloty. The US Dollar is the presentation
currency for financial reporting and budgeting. The Group manages its exposure by matching receipts and payments in the same
currency and monitoring the residual net cash position. During the years ended 31 December 2021 and 2020, the Group did not
utilise either forward currency contracts or other derivatives to manage foreign currency risk.
At 31 December 2021, the Group’s principal exposure to foreign currency risk was as follows:
Denominated Denominated Denominated
in GBP£ in EUR€ in PLN
US$’000 US$’000 US$’000
Trade and other receivables 597 7,226 49
Trade and other payables (1,266) (2,243) (10)
Provisions – (56) –
Cash and cash equivalents 672 50 102
Total 2021 3 4,977 141
At 31 December 2020, the Group’s principal exposure to foreign currency risk was as follows:
Denominated Denominated Denominated
in GBP£ in EUR€ in PLN
US$’000 US$’000 US$’000
Trade and other receivables 810 261 30
Trade and other payables (427) (1,861) (27)
Provisions – (56) –
Cash and cash equivalents 1,332 208 115
Total 2020 1,715 (1,448) 118
SAN LEON ANNUAL REPORT 2021 99
30. Financial instruments and financial risk management continued
The US Dollar exchange rates used in the preparation of the financial statements were as follows:
2021 2020
Average rate Closing rate Average rate Closing rate
Sterling 0.727078 0.741904 0.778085 0.732646
Euro 0.845794 0.882924 0.873668 0.814930
Polish Zloty 3.862468 4.058714 3.887568 3.715834
Sensitivity analysis
If the US Dollar increased by 1% in value against the above currencies, the Group’s profit for the year would decrease and equity at
year end would decrease by US$50,668. If the US Dollar decreased by 1% in value against the above currencies, the Group’s profit
for the year would increase and equity at year end would increase by US$51,175.
(b) Credit risk
Credit risk refers to the risk that any counter-party will default on its contractual obligations resulting in financial loss to the Group.
The Group’s financial assets excluding ‘Financial assets – Net Profit Interest’, see (f) ‘Fair values’ comprise trade and other
receivables, cash and cash equivalents, OML 18 and ELI.
The maximum financial exposure due to credit risk on the Group’s financial assets not subject to impairment of IFRS 9,
representing the sum of cash and cash equivalents, trade and other receivables and other current assets, as at 31 December 2021
was US$21.2 million (2020: US$20.4 million).
Trade and other receivables
Within trade and other receivables there is no significant exposure to credit risk. The credit risk on amounts receivable from joint
operating partners is managed by agreeing budgets in advance with partners and where appropriate collecting any material share
of exploration costs from partners in advance of completing the exploration work programme. Amounts in trade and other
receivables impaired during 2021 are explained in Note 17 and management believes that the existing sums are still collectable.
OML 18
The OML 18 transaction comprised the US$174.5 million Loan Notes as detailed in Note 15. The credit risk is managed via various
undertakings, guarantees, a pledge over shares and the mechanism whereby MLPL prioritises payment of sums due under the Loan
Notes. Given the size and quality of the OML 18 oil and gas asset the main credit risk is regarded as the timing of payments by MLPL
which is dependent on dividend distributions by Eroton rather than being unable to pay the total quantum due under the Loan
Notes. To date Eroton have been unable to make a dividend distribution. Consequently, MLPL had to enter into a loan in 2017 and
further loan subsequently, in order to be able to meet its obligations under the Loan Notes and make payments to San Leon.
The credit risk associated with the MLPL Loan Notes is regarded as high and despite quarterly payments being largely received
previously to date, however not always on time, and given other considerations, this has led the Company to determine that
providing for a loss over the lifetime of the loan is appropriate. The expected credit loss has been calculated with a very high
probability that the Potential Transaction will complete, and therefore the Loan Notes will extinguish, and the Company believes
that the value of the Potential Transaction is worth at least the value of the Loan Notes. Establishing an expected credit loss over
the lifetime of the loan for a single receivable requires significant judgement, as there is limited relevant historical data in the
Company, and no obvious reliable market data to benchmark. The factors that were considered in coming to the conclusion of a
lifetime expected credit loss provision are explained as follows.
The credit risk of the instrument needs to be evaluated without consideration of collateral. Financial instruments are not
considered to have low credit risk because that risk is mitigated by collateral.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
100 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
30. Financial instruments and financial risk management continued
MLPL is expected to repay all interest and principal due under the loan agreement, however it is currently experiencing short term
cash flow issues which makes it challenging to predict when repayments will be made. The increase in credit risk is due to the
uncertainty in timing of when Loan Note repayments are received. It does not change the prevailing expectation that the loan will
be recovered in full.
In addition, the Directors have reviewed the counterparty credit risk associated with measurement of the credit impairment.
This risk has previously been assessed as having increased significantly since initial recognition, and is considered to have
increased further during the year ended 31 December 2020 and continued at this level of risk in 2021.
As the asset is determined to be credit-impaired, the lifetime expected credit loss has been presented net against the gross
carrying value of the Loan Notes balance on the Statement of Financial Position and remeasured at each reporting date. The MLPL
loan asset will continue to be held using the effective interest rate method.
The consideration of credit impairment for this asset is set out in Note 15.
The Directors have considered the impact of Covid-19, the impact on oil price and demand and short term production issues on
the Loan Notes and associated credit risk, all of which are tied to the performance of the OML 18 asset. The short term production
issues are expected to delay Eroton’s ability to return to full production and benefit from the recovery in the oil price, with the
overall effect likely to be short term cash flow issues resulting in a delay in receiving distributions from Eroton via MLPL. The
Directors have therefore concluded that the risk profile of the Loan Notes has increased.
In the opinion of the Directors there is currently no difference between the carrying amount of the MLPL loan net of the provision
and its fair value.
The following table provides information about the exposure to credit risk and expected credit losses of the OML 18 Loan Notes
as at 31 December 2021.
Gross Impairment
Weighted carrying loss
average amount allowance Credit
Equivalent to Moody’s credit rating loss rate US$000 US$000 impaired
Lower than BBB 16.74% 96,497 16,153 Yes
The following table provides information about the exposure to credit risk and expected credit losses of the OML 18 Loan Notes
as at 31 December 2020.
Gross Impairment
Weighted carrying loss
average amount allowance Credit
Equivalent to Moody’s credit rating loss rate US$000 US$000 impaired
Lower than BBB 18.17% 84,234 15,309 Yes
ELI
The ELI transaction comprises a US$15.0 million shareholder loan as detailed in Note 15. The credit risk is managed via various
undertakings, such as representations, warranties and covenants and the ability for a preferential distribution should some
warranties be breached. Given the nature and stage of the asset the main credit risk is regarded as the timing of payments by ELI
Malta which is dependent on dividend distributions by ELI Nigeria rather than being unable to pay the total quantum due under
the Loan Notes. Currently the Loan Notes are in good standing with the first repayment due before 30 June 2022.
SAN LEON ANNUAL REPORT 2021 101
30. Financial instruments and financial risk management continued
As a result of the delay in operations and ELI Loan Notes being overdue, the Directors have determined that there has been a
significant increase in credit risk since initial recognition of the ELI Loan Notes, and a provision for the lifetime expected credit loss
of the ELI Loan Notes has been recognised. The ELI Loan Notes are not considered to be credit impaired on the basis of the delays
in ELI commencing repayment of the loan notes. Establishing an expected credit loss over the lifetime of the loan for a single
receivable requires significant judgement, as there is limited relevant historical data in the Company, and no obvious reliable
market data to benchmark. The factors that were considered in coming to the conclusion of a lifetime expected credit loss
provision are explained as follows.
The credit risk of the instrument needs to be evaluated without consideration of collateral. Financial instruments are not
considered to have low credit risk because that risk is mitigated by collateral.
ELI is not considered to be in financial difficulty and is expected to repay all interest and principal due under the loan agreement.
In addition, the Directors have reviewed the counterparty credit risk associated with measurement of the expected credit loss and,
this has been assessed as having not increased significantly since initial recognition.
As the asset is not credit-impaired, a lifetime expected credit loss is recorded as a separate provision on the Statement of Financial
Position and remeasured at each reporting date. The ELI loan asset will continue to be held using the effective interest rate method.
The consideration of expected credit losses for this asset is set out in Note 15.
The Directors have considered the impact of Covid-19 on the Loan Notes and associated credit risk, and although this has slightly
delayed the completion of the pipeline, the Directors do not expect a material effect on the risk profile of the Loan Notes.
In the opinion of the Directors there is no difference between the carrying amount of the MLPL loan and its fair value.
The following table provides information about the exposure to credit risk and expected credit losses of the ELI Loan Notes as at
31 December 2021.
Gross Impairment
Weighted carrying loss
average amount allowance Credit
Equivalent to Moody’s credit rating loss rate US$000 US$000 impaired
Lower than BBB 3.59% 17,821 640 No
The following table provides information about the exposure to credit risk and expected credit losses of the ELI Loan Notes as at
31 December 2020.
Gross Impairment
Weighted carrying loss
average amount allowance Credit
Equivalent to Moody’s credit rating loss rate US$000 US$000 impaired
Lower than BBB 2.51% 15,353 385 No
Overview
Strategic report
Corporate governance
Financial Statements
Other information
102 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
30. Financial instruments and financial risk management continued
Cash and cash equivalents
The credit risk on cash and cash equivalents held in the Group’s bank accounts is considered limited because the counterparties
are banks with high credit-ratings assigned by international credit rating agencies. The Group also holds limited funds for day to
day operational purposes with Irish banking institutions which are subject to guarantee by the Irish government. The Group’s
maximum exposure to credit risk is equal to the carrying amount of cash and cash equivalents in its consolidated statement of
financial position. The Group does not expect any counterparty to fail to meet its obligations.
Details of the Group’s cash deposits, which are all for terms of one month or less are as follows:
2021 2020
US$’000 US$’000
Euro 50 208
Sterling 672 1,332
US Dollar 6,767 16,855
Polish Zloty 102 114
Others 1 1
7,592 18,510
(c) Liquidity risk management
Liquidity risk is the risk that the Group will not have sufficient funds to meet liabilities as they fall due. The Group manages liquidity
risk by maintaining adequate cash reserves and by continuously monitoring forecast and actual cash flows and matching the
maturity profiles of financial assets and liabilities. Cash forecasts are produced to identify the liquidity requirements of the Group.
Surplus cash is placed on deposit in accordance with limits and counterparties agreed by the Board, with the objective to maximise
return on funds whilst ensuring that the short-term cash requirements of the Group are maintained.
All cash and cash equivalents held in the Group’s bank accounts are due on demand. All trade and other receivables and trade
and other payables are due within one month.
The Group’s financial liabilities at 31 December 2021 are as follows:
Less than One to Two to Greater than
one year two years five years five years Total
US$’000 US$’000 US$’000 US$’000 US$’000
Trade and other payables, excluding leases (Note 19) 4,412 – – – 4,412
Lease liability (Note 26) 340 340 1,019 1,246 2,945
Derivative (Note 20) – – – – –
4,752 340 1,019 1,246 7,357
The Group’s financial liabilities at 31 December 2020 are as follows:
Less than One to Two to Greater than
one year two years five years five years Total
US$’000 US$’000 US$’000 US$’000 US$’000
Trade and other payables, excluding leases (Note 19) 3,298 – – – 3,298
Lease liability (Note 26) 369 369 1,103 1,718 3,559
Derivative (Note 20) 9 – – – 9
3,676 369 1,103 1,718 6,866
The contractual cash flows are equal to the carrying value for trade and other payables. Contractual cash flows from lease liabilities
once discounted at the incremental borrowing rate (Note 28) will then equate to the carrying value.
SAN LEON ANNUAL REPORT 2021 103
30. Financial instruments and financial risk management continued
The impact of the Covid-19 pandemic, the volatility in oil prices and demand, OPEC quotas, and recent operational challenges
being experienced by OML 18 could potentially have an impact on the Company’s indirect interest in OML 18 and receipt of Loan
Note repayments. However, San Leon is still confident in the operational potential of OML 18 and ultimately recovering the full
amount of the outstanding Loan Notes. Any impact on the Company’s liquidity risk is expected to be short term and mitigated by
the receipt of cash from other sources, such as Loan Note repayments from ELI and services income.
(d) Interest rate risk
The Group and Company’s exposure to the risk of changes in market interest rates relates primarily to the Group and Company’s
holdings of cash and short-term deposits.
It is the Group’s policy to place surplus funds on short term deposit in order to maximise interest earned whilst maintaining
adequate short-term liquidity for operational requirements.
The OML 18 Loan Notes attract a 17% fixed rate of contractual interest and the ELI Loan Notes attract a 14% fixed rate of
contractual interest, both referred to in Note 15, and as a consequence there is no interest rate exposure.
(e) Capital management risk
The Group manage its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the
return to shareholders through the optimisation of the debt and equity balance. The Group manages its capital structure and
makes adjustments to it, in light of changes in economic conditions. To maintain or adjust its capital structure, the Group may
adjust or issue new shares or raise debt. The capital structure of the Group consists of equity attributable to equity holders of the
parent, comprising issued capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity.
The Group net debt and equity, and the net debt to equity ratio at 31 December 2021 was as follows:
2021 2020
US$’000 US$’000
Total liabilities 8,144 6,642
Less: cash and cash equivalents 7,592 18,510
Adjusted net debt 552 (11,868)
Total equity 176,218 152,060
Adjusted net debt to equity ratio – (0.08)
Overview
Strategic report
Corporate governance
Financial Statements
Other information
104 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
30. Financial instruments and financial risk management continued
(f) Financial assets and liabilities by category
The following table sets out the carrying value of all the financial assets and liabilities held at 31 December 2021:
Carrying
Fair value amount Level 1 Level 2 Level 3^
31 December 31 December 31 December 31 December 31 December
2021 2021 2021 2021 2021
US$’000 US$’000 US$’000 US$’000 US$’000
Financial assets
OML 18# (Note 15) 80,344 80,344 – – 80,344
ELI (Note 15) 17,181 17,181 – – 17,181
Barryroe NPI (Note 15) 4,291 4,291 – – 4,291
Unquoted shares (Note 15) – – – – –
Trade receivables * (Note 17) 9,860 9,860 – – –
Cash and cash equivalents (Note 18) 7,592 7,592 – – –
Other debtors * (Note 17) 799 799 – – –
Financial liabilities
Trade payables * (Note 19) (1,286) (1,286) – – –
Other creditors * (Note 19) (67) (67) – – –
Derivative (Note 20) – – – – –
At 31 December 2021 118,714 118,714 – – 101,816
# The credit risk of the OML 18 loan has been assessed as having significantly increased since initial recognition, affecting the underlying determination of the fair
value. Therefore, the carrying amount arising from the application of the effective interest rate method is greater than the fair value.
* The Group has not disclosed the fair value of financial instruments such as short-term receivables and payables, as it is considered that their carrying amounts
are a reasonable approximation of their fair values.
^ For detailed disclosures on the valuation techniques of level 3 disclosures see the note referenced above.
SAN LEON ANNUAL REPORT 2021 105
30. Financial instruments and financial risk management continued
During the period ended 31 December 2021, there were no significant changes in the business or economic circumstances that
affect the fair value of financial assets and liabilities, no reclassifications and no transfers between levels of the fair value hierarchy
used in measuring the fair value of the financial instruments.
The following table sets out the carrying value of all the financial assets and liabilities held at 31 December 2020:
Carrying
Fair value amount Level 1 Level 2 Level 3^
31 December 31 December 31 December 31 December 31 December
2020 2020 2020 2020 2020
US$’000 US$’000 US$’000 US$’000 US$’000
Financial assets
OML 18 (Note 15) 68,925 68,925 – – 68,925
Barryroe NPI (Note 15) 14,968 14,968 – – 14,968
Unquoted shares (Note 15) 6,842 6,842 – – 6,842
Trade receivables* (Note 17) 2 2 – – –
Cash and cash equivalents (Note 18) 18,510 18,510 – – –
Other debtors* (Note 17) 732 732 – – –
Financial liabilities
Trade payables* (Note 19) (719) (719) – – –
Other creditors* (Note 19) (36) (36) – – –
Derivative (Note 20) (9) (9) – – (9)
At 31 December 2020 109,215 109,215 – – 90,726
* The Group has not disclosed the fair value of financial instruments such as short-term receivables and payables, as it is considered that their carrying amounts
are a reasonable approximation of their fair values.
^ For detailed disclosures on the valuation techniques of level 3 disclosures see the note referenced above.
During the period ended 31 December 2020, there were no significant changes in the business or economic circumstances that
affect the fair value of financial assets and liabilities, no reclassifications and no transfers between levels of the fair value hierarchy
used in measuring the fair value of the financial instruments.
(g) Hedging
At 31 December 2021 and 31 December 2020, the Group had no outstanding contracts designated as hedges.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
106 SAN LEON ANNUAL REPORT 2021
Notes to the financial statements
for the year ended 31 December 2021 – continued
31. Subsequent events
Change of advisor
On 31 January 2022, it was announced that Brandon Hill is no longer acting as the Company’s broker.
Amendment to investment in the Oza field, Nigeria
On 1 September 2020, the Company announced that it had conditionally agreed to provide a US$7.5 million loan to Decklar
Resources Limited (“Decklar”), via 10% per annum unsecured subordinated loan notes of Decklar. Decklar is the holder of a Risk
Service Agreement with Millenium Oil and Gas Company Limited in relation to Oza. The Company also announced that it would
conditionally subscribe for a 15% equity interest in Decklar at nominal value.
San Leon’s proposed investment (US$6.75 million) remained in escrow and was to be released upon satisfaction (or waiver) of
certain conditions precedent. Despite delays to concluding the transaction documents, Decklar has performed the workover of the
Oza-1 well, the results of which have already been announced by San Leon. In summary, the Oza-1 well test has indicated positive
oil results from the lowermost zone, encountered gas in the middle zone and oil in the uppermost zone. San Leon has evaluated
these results and the San Leon Board has recommended that it proceeds with an investment in Oza. Decklar is in agreement with
that strategy and also to fully involve San Leon in future development planning and determining the location of the first new well
to be drilled on the Oza Oil Field.
On 27 January 2022, the Company announced it had entered into an amendment to its original agreement with Decklar, the
principal terms of which are:
1)
San Leon has agreed to proceed with its investment in Oza, waiving the remaining conditions precedent.
2)
Of the US$6.75 million of funds held in escrow, US$4.75 million has now been released to Decklar and US$2.0 million has
been returned to San Leon pending final completion. San Leon is obliged to either provide a further loan of US$2.0 million
to Decklar by 30 April 2022 or, alternatively, accept a pro rata reduction in its shareholding in Decklar.
3)
San Leon has agreed to waive its option to invest an additional US$7.5 million in Decklar.
The transactions contemplated by the Subscription Agreement and Binding LOI are subject to final approval by the
TSX Venture Exchange.
The Company has previously advanced US$750,000 to Decklar as an initial deposit. As a consequence of the above transactions,
upon completion San Leon will be interested in US$5,500,000 of 10% unsecured subordinated Decklar loan notes and a 11.5%
equity interest in Decklar, which will be subscribed for at a nominal value of 1,294,118 Nigerian Naira (approximately US$3,400).
The key terms of the loan notes remain unchanged from those described in the Company’s announcement of 1 September 2020.
In its audited accounts for the year ended 31 December 2020, Decklar reported a loss before tax of US$5.1 million and total assets
of US$6.0 million. San Leon will be entitled to one seat on the board of Decklar.
ELI – additional loan
On 15 February 2022, the Company provided further loan of US$2.0 million (the “Loan”) to Energy Link Infrastructure (Malta)
Limited (“ELI”), the company which owns the Alternative Crude Oil Evacuation System (“ACOES”) project. As previously announced,
the ACOES is being constructed to provide a dedicated oil export route from the OML 18 oil and gas block located onshore in
Nigeria (“OML 18”), comprising a new pipeline from OML 18 and a floating storage and offloading vessel (“FSO”). Once
commissioned, the system is expected by the operator of OML 18, Eroton Exploration and Production Company Limited (“Eroton”),
to reduce the downtime and allocated pipeline losses currently associated with the Nembe Creek Trunk Line. In addition, it is
anticipated that the FSO project will improve overall well uptime at OML 18.
The Loan is a US$2.0 million shareholder loan at a coupon of 14% per annum over four years which is repayable quarterly
following a one-year moratorium from the date of investment. The Loan will be accompanied by a transfer to San Leon by
Walstrand (Malta) Limited, ELI’s largest shareholder, of shares in ELI representing a 2.0% equity interest (the “ELI Equity Interest”),
which San Leon will acquire at nominal value, representing a consideration payable of approximately US$91.
SAN LEON ANNUAL REPORT 2021 107
31. Subsequent events continued
The Loan will be used by ELI to facilitate a recent funding requirement to allow for completion of the mooring for the floating
storage and offloading vessel, which the Board considers to be a critical step in the progression of the ACOES project. Providing
loans to Nigerian oil and gas related projects, which are often accompanied by associated equity interests, has been a key part of
San Leon’s business and strategy in recent years. San Leon has had debt and equity interests in ELI since August 2020 and, given
the longer-term ongoing strategic importance of ELI’s ACOES project to OML 18, the Board believes that it is important for San
Leon to assist ELI with the funding requirements for achieving its key project milestones on a timely basis.
Taken together with San Leon’s existing investment in ELI and its conditional purchase of 1.32% of ELI (calculated prior to the
newly-issued shares of today’s announcement), as announced last year, following completion of the conditional purchase, San
Leon’s holding in ELI will be 13.32%.
San Leon has now lent a total of US$17.0 million to ELI with a coupon of 14% per annum and from which repayment instalments
totalling US$6.0 million are now due. As announced on 9 August 2021, the Company has previously agreed with ELI that, should
new investments in ELI be made, then loan repayment instalments would be offset from any investment monies payable to ELI by
San Leon under these new arrangements. The Company has elected not to enforce this provision on this occasion, in recognition
of the fact that ELI’s development is critical to the success of OML 18 and ELI’s cash balances at this time are required to progress
the overall ACOES project. San Leon will continue to waive repayment instalments due on its loans until the ACOES project has
been further progressed and outstanding instalments will continue to accrue interest at 14% per annum.
Under the terms of ELI’s senior debt facility, the lender has a charge over all of ELI’s assets and, as further security, each
shareholder (including San Leon) has pledged their shares to the lender. The ELI shares comprising the ELI Equity Interest will be
subject to this pledge. The terms of the pledge are that the ELI shares cannot be transferred or otherwise utilised without the
lender’s consent.
Proposed transactions and suspension of San Leon shares
On 24 June 2021, the Company announced that it was is in preliminary discussions with Midwestern about acquiring Midwestern’s
interest in the OML 18 oil and gas block located onshore in Nigeria. At this date, heads of terms for the transaction had not been
agreed. The transaction would involve San Leon acquiring the outstanding shares not already owned by San Leon in relation to
MLPL. San Leon is not contemplating acquiring Midwestern. San Leon currently owns 40% of MLPL with Midwestern owning the
other 60%. In addition, the Company was considering making further debt and equity investments in ELI.
On 8 July 2022, the Company issued an Admission document describing the proposed transaction that will increase its indirect
economic interest in Eroton from 39.2% to 98.0% and, taking into account the completion of the Eroton Transaction with Sahara
and Bilton, San Leon’s initial indirect economic interest in OML 18 would increase from the current 10.58% to 44.1%. In addition to
the MLPL transaction, the Company will increase its interest in ELI to c.50% and the loans to ELI from the Company will increase to
c.US$48 million. The transactions described in the Admission Document are expected to complete in September 2022 after
Nigerian consents for the transactions have been received.
Related party
Midwestern currently holds more than 10% of the Company’s ordinary shares. Accordingly, Midwestern is classified as a related
party under the AIM Rules and the transactions above in which Midwestern has an interest will therefore be treated as
transactions with a related party pursuant to rule 13 of the AIM Rules.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
108 SAN LEON ANNUAL REPORT 2021
Company statement of financial position
as at 31 December 2021
2021 2020
Notes US$’000 US$’000
Assets
Property, plant and equipment A 2,276 2,612
Financial assets – investment in subsidiaries B 31,539 31,539
Financial assets C 4,291 6,842
38,106 40,993
Current assets
Trade and other receivables D 24,630 19,992
Financial assets C 80,344 68,925
Cash and cash equivalents E 7,426 18,145
112,400 107,062
Total assets 150,506 148,055
Equity and liabilities
Equity
Called up share capital H 5,157 5,157
Share premium account H 21,077 21,077
Other undenominated reserve 638 638
Special reserve J 5,024 5,024
Share-based payments reserve J/K 12,909 15,139
Fair value reserve J (2,505) (2,505)
Retained earnings 100,476 97,206
Attributable to equity shareholders 142,776 141,736
Non-current liabilities
Lease liability N 2,054 2,428
Derivative G – 9
Deferred tax liabilities M 445 245
2,499 2,682
Current liabilities
Trade and other payables F 5,231 3,637
5,231 3,637
Total liabilities 7,730 6,319
Total equity and liabilities 150,506 148,055
The accompanying notes on pages 111 to 132 form an integral part of these financial statements.
Oisín Fanning, Director Julian Tedder, Director
8 July 2022
SAN LEON ANNUAL REPORT 2021 109
Company statement of changes in equity
for the year ended 31 December 2021
Overview
Strategic report
Corporate governance
Financial Statements
Other information
Other un- Share
Share Share denom- Currency based
capital premium inated Special translation payment Fair value Retained Total
reserve reserve reserve reserve reserve reserve reserve earnings equity
2020 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Balance as at 1 January 2020 5,172 21,077 623 5,024 – 14,292 (2,505) 140,867 184,550
Total comprehensive income
Loss for the year – – – – – – – (9,946) (9,946)
Total comprehensive income for the year – – – – – – – (9,946) (9,946)
Transactions with owners
recognised directly in equity
Contributions by and
distributions to owners
Dividend payment (Note I) – – – – – – – (33,251) (33,251)
Share buybacks (Note H) (15) – 15 – – – – (507) (507)
Share-based payment – – – – – 417 – – 417
Effect of share options modified – – – – – 473 – – 473
Effect of options expired – – – – – (43) – 43 –
Total transactions with owners (15) – 15 – – 847 – (33,715) (32,868)
Balance at 31 December 2020 5,157 21,077 638 5,024 – 15,139 (2,505) 97,206 141,736
Other un- Share
Share Share denom- Currency based
capital premium inated Special translation payment Fair value Retained Total
reserve reserve reserve reserve reserve reserve reserve earnings equity
2021 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Balance as at 1 January 2021 5,157 21,077 638 5,024 – 15,139 (2,505) 97,206 141,736
Total comprehensive income
Profit for the year – – – – – – – 1,040 1,040
Total comprehensive income for the year – – – – – – – 1,040 1,040
Transactions with owners
recognised directly in equity
Contributions by and
distributions to owners
Dividend payment (Note I) – – – – – – – – –
Share buybacks (Note H) – – – – – – – – –
Share-based payment – – – – – – – – –
Effect of share options modified – – – – – – – – –
Effect of options expired – – – – – (2,230) – 2,230 –
Total transactions with owners – – – – – (2,230) – 2,230 –
Balance at 31 December 2021 5,157 21,077 638 5,024 – 12,909 (2,505) 100,476 142,776
The accompanying notes on pages 111 to 132 form an integral part of these financial statements.
110 SAN LEON ANNUAL REPORT 2021
Company statement of cash flows
for the year ended 31 December 2021
2021 2020
Notes US$’000 US$’000
Cash flows from operating activities
Profit/(loss) for the year 1,040 (9,946)
Adjustments for:
Depreciation A 274 358
Finance income (12,131) (16,646)
Finance expense 129 131
Share-based payments charge – 890
Impairment/(reversal of impairment) of investment in subsidiaries
and amounts due from Group undertakings (704) 4,020
Fair value movements in financial assets C 2,551 (4,073)
Expected credit losses C (1,447) 13,307
Foreign exchange (71) 76
Income tax expense 204 1,937
Decrease/(increase) in trade and other receivables 105 (926)
Increase/(decrease) in trade and other payables 1,610 (968)
Tax paid 45 –
Net cash outflow from operating activities (8,395) (11,840)
Cash flows from investing activities
Advances to subsidiary companies (4,049) (19,010)
OML 18 Loan Notes principal payments received C – 35,285
OML 18 Loan Notes interest payments received C 2,150 11,215
Interest and investment income received – 47
Lease – prepaid rental N – 96
Net cash inflow from investing activities (1,899) 27,633
Cash flows from financing activities
Dividends paid I – (33,251)
Share buybacks – (507)
Repayment of lease liability – principal N (227) (211)
Interest paid N (129) (131)
Net cash outflow from financing activities (356) (34,100)
Net decrease in cash and cash equivalents (10,650) (18,307)
Effect of foreign exchange fluctuation on cash and cash equivalents (69) 64
Cash and cash equivalents at start of year E 18,145 36,388
Cash and cash equivalents at end of year E 7,426 18,145
The accompanying notes on pages 111 to 132 form an integral part of these financial statements.
SAN LEON ANNUAL REPORT 2021 111
Notes to the Company financial statements
for the year ended 31 December 2021
General information and basis of preparation
San Leon Energy plc (“the Company”) is a company incorporated and domiciled in the Republic of Ireland. The Company’s ordinary
shares are admitted to trading on the AIM Market of the London Stock Exchange. The registered office address is 2 Shelbourne
Buildings, Crampton Avenue, Shelbourne Road, Ballsbridge, Dublin 4.
Statement of compliance
The individual financial statements of the Company (Company financial statements) have been prepared in accordance with IFRS
as adopted by the EU and as applied in accordance with the Companies Act 2014 which permits a Company that publishes its
Company and Group financial statements together, to take advantage of the exemption in Section 304 of the Companies Act 2014,
from presenting to its members its Company statement of comprehensive income and related notes that form part of the
approved Company financial statements. The IFRS adopted by the EU as applied by the Company and the Group in the
preparation of these financial statements are those that were effective for accounting periods commencing on or before
1 January 2021 or were early adopted as indicated below.
Basis of preparation
The Company financial statements are prepared on the historical cost basis, except for financial assets (net profit interests, quoted
shares and unquoted shares), which are carried at fair value, and equity settled share option awards and warrants which are
measured at grant date fair value.
Going concern
The Directors have prepared a detailed cash flow forecast for the Group for the period from 1 June 2022 to 31 December 2023.
The principal assumptions underlying the cash flow forecast and the availability of finance to the Group are as follows:
The proposed reorganisation to consolidate Midwestern Oil and Gas Company Limited’s (“Midwestern”) shareholdings in: i) the
•
Company; and ii) Midwestern Leon Petroleum Limited (“MLPL”) into a single shareholding in the Company (the “Potential
Transaction”) completes in the second half of 2022. The Potential Transaction also comprises, inter alia, a proposed consolidation
of Midwestern’s indirect debt and equity interests in Energy Link Infrastructure (Malta) Limited (“ELI”) with those of the Company,
as well as further new debt and new and existing equity investments to be made by San Leon in ELI (“Further ELI Investments”);
Eroton Exploration and Production Company Limited (“Eroton”) acquires an additional 18% interest in OML 18 from two of the
•
other partners in OML 18, thereby taking Eroton’s interest in OML 18 to 45%. This is subject, inter alia, to: i) agreeing
documentation; ii) finalising bank financing; and iii) receiving the relevant regulatory consents in Nigeria;
A loan of US$50.0 million is secured to finance the Potential Transaction;
•
Elimination of the MLPL loan notes on completion of the Potential Transaction;
•
Under an Asset Management Agreement with Eroton, San Leon receives US$0.5 million per month for technical and financial
•
advisory services following completion of the Potential Transaction;
Repayments from ELI of loan notes of US$37.6 million during 2022 and 2023;
•
Repayment from Eroton of a debt from the provision of services under a technical services contract of US$3.0 million during
•
2022; and
A further loan of US$2.5 million is given to Decklar Petroleum Limited in relation to its Oza investment as per the option
•
agreement.
Due to the Potential Transaction not having completed at the date of the Annual Report there is an inherent material uncertainty
that completion will not occur as anticipated.
The Group has modelled various other scenarios assuming the Potential Transaction does not complete and given the Group’s well
understood cost base, the principal uncertainty if the Potential Transaction does not complete relates to the quantum and timing of
receipt of interest and capital repayments on the Loan Notes with MLPL, which would remain in place, and the loan Notes with ELI.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
112 SAN LEON ANNUAL REPORT 2021
Notes to the Company financial statements
for the year ended 31 December 2021 – continued
General information and basis of preparation continued
It was originally envisaged that the MLPL Loan Note payments due to the Group would be sourced by MLPL from the receipt of
dividends through its indirect interest in Eroton via Martwestern. These dividends have not been received to date and consequently
MLPL has entered into loan arrangements in order to be able to make Loan Note payments to the Company. In the absence of the
dividend payments, MLPL will be reliant on further advances under the loan arrangement and in turn being able to make Loan Note
payments to the Company. The Company has no obligation arising from the loan arrangements entered into by MLPL.
The loan repayments due from ELI were due to start in 2021 but have been delayed due to operational readiness of the FSO
and ACOES project being delayed. The Directors have a reasonable expectation that ELI will be revenue generating imminently
with the commencement of barging operations, and while loan repayments have been delayed, they should commence in the
second half of 2022.
Due to the uncertainty on timing of future cash flows the MLPL and ELI loan notes have both been credit impaired.
In the ultimate downside scenario where no repayments are received from MLPL and ELI, the US$50.0 million loan secured by the
Company to fund the Potential Transaction can be drawn to facilitate completion of the further ELI Investments, with the remaining
balance being used for general corporate purposes. In this scenario the working capital requirements of the Group can be met for
the 12-month period from the date of approval of the financial statements, although a reduction to administrative costs is required
in 2023, which the Directors believe is achievable and within their control.
However, while the working capital requirements of the Group can be met for the 12-month period, the Directors believe that
the continued viability of the Group and Company into the future is dependent on the completion of the Proposed Transaction.
As such, the completion of the Proposed Transaction creates significant uncertainty upon the Group and Company’s ability to
continue as a going concern beyond the 12-month period. The Directors’ have concluded that this represents a material
uncertainty which may cast significant doubt upon the Group and Company’s ability to continue as a going concern and that,
therefore, the Group and Company may be unable to continue realising its assets and discharging its liabilities in the normal
course of business.
Having taken all the above factors into account, the directors continue to believe it is appropriate to prepare these financial
statements on a going concern basis, noting the material uncertainty that exists on the completion of the Potential Transaction
and its impact on the Company and Group’s ability to continue as a going concern. The financial statements do not include any
adjustments that would be necessary if the group were unable to continue as a going concern.
Accounting policies
The Company’s accounting policies are aligned with the Group accounting policies as set out within the Group Financial
Statements, with the addition of the following:
Financial fixed assets – Investment in subsidiaries are held at cost less any accumulated provision for impairment losses.
Critical accounting judgements and key sources of estimation uncertainty
The critical accounting judgements and key sources of estimation uncertainty used in applying the Company’s accounting
policies are the presumption of going concern and recoverability of investments and amounts due from subsidiaries (Notes B
and D below).
SAN LEON ANNUAL REPORT 2021 113
A. Property, plant and equipment
Leased Office Motor
assets equipment vehicles Total
Company US$’000 US$’000 US$’000 US$’000
Cost
At 1 January 2020 3,281 548 82 3,911
Transfer to other company within the Group (231) – – (231)
At 31 December 2020 3,050 548 82 3,680
Transfer to other company within the Group – – (82) (82)
At 31 December 2021 3,050 548 – 3,598
Depreciation
At 1 January 2020 329 514 2 845
Charge for the year 330 12 16 358
Transfer to other company within the Group (135) – – (135)
At 31 December 2020 524 526 18 1,068
Charge for the year 261 11 2 274
Transfer to other company within the Group – – (20) (20)
At 31 December 2021 785 537 – 1,322
Net book values
At 31 December 2021 2,265 11 – 2,276
At 31 December 2020 2,526 22 64 2,612
Overview
Strategic report
Corporate governance
Financial Statements
Other information
114 SAN LEON ANNUAL REPORT 2021
Notes to the Company financial statements
for the year ended 31 December 2021 – continued
B. Financial assets – investments in subsidiaries
2021 2020
US$’000 US$’000
Investments in subsidiary undertakings at cost:
Balance at beginning and end of year 31,539 31,539
San Leon Energy Nigeria B.V. holds the equity interest in MLPL. As per Note 13(i), the Group identified potential impairment
indicators with respect to the equity interest. These same indicators are also impairment indicators for the Company’s holding in
San Leon Energy B.V. The same tests as detailed in Note 13(i) were carried out to assess the carrying value of the Company’s
investment in its subsidiary and the analysis identified that the carrying value of the investment in MLPL is not impaired.
At 31 December 2021, the Company had the following principal subsidiaries, all of which are wholly owned through holding all of
the issued ordinary shares of the entities:
Name Registered office Principal activities Country of incorporation
Directly held:
San Leon Energy B.V. de Ronge 16 Holding company Netherlands
1852 XB Heiloo
The Netherlands
San Leon Services Limited 12 Castle Street Service company Jersey
St. Helier, Jersey JE2 3RT
San Leon Energy Nigeria B.V. de Ronge 16 Holding company Netherlands
1852 XB Heiloo
The Netherlands
San Leon Energy Financing Limited 2 Shelbourne Buildings Financing company Ireland
Crampton Avenue
Shelbourne Road
Ballsbridge, Dublin 4
San Leon Holdings Limited 27/28 Eastcastle Street Holding company England
London, England W1W 8DH
Indirectly held:
San Leon Nigeria Limited No. 801, Eden Heights Service company Nigeria
6 Elsie Femi Pearse Street
Victoria Island, Lagos, Nigeria
San Leon Energy (UK) Limited 27/28 Eastcastle Street Service company England
London, England W1W 8DH
San Leon Energy Eli Limited 27/28 Eastcastle Street Holding company England
London, England W1W 8DH
San Leon Energy Oza Limited 27/28 Eastcastle Street Holding company England
London, England W1W 8DH
A full list of subsidiaries will be annexed to the Annual Report of the Company to be filed with the Irish Registrar of Companies.
SAN LEON ANNUAL REPORT 2021 115
Overview
Strategic report
Corporate governance
Financial Statements
Other information
C. Financial assets
Barryroe 4.5%
net profit
OML 18 (i) interest (ii)
US$’000 US$’000
Amortised Total
cost FVTPL US$’000
Cost/valuation
At 1 January 2020 114,254 2,769 117,023
Finance income 16,480 – 16,480
Loan Notes receipts – principal (35,285) – (35,285)
Loan Notes receipts – interest (11,215) – (11,215)
Lifetime ECL – credit-impaired # (15,309) – (15,309)
Fair value movement, Income statement – 4,073 4,073
At 31 December 2020 68,925 6,842 75,767
Finance income 12,122 – 12,122
Loan Notes receipts – principal – – –
Loan Notes receipts – interest (2,150) – (2,150)
Impairment reversal – (credit-impaired assets) # 1,447 – 1,447
Fair value movement, Income statement – (2,551) (2,551)
At 31 December 2021 80,344 4,291 84,635
# See OML18 ECL table below
Expected Credit Loss – OML 18
Higher risk
assets not
Performing credit impaired Credit impaired
12-month ECL Lifetime ECL Lifetime ECL Total
At 1 January 2020 – (2,002) – (2,002)
Impact of modification – (5,857) – (5,857)
Net remeasurement of loss allowance – (7,450) – (7,450)
Transfer to lifetime ECL – credit-impaired – 15,309 (15,309) –
At 31 December 2020 – – (15,309) (15,309)
Impact of modification – – 1,503 1,503
Net remeasurement of loss allowance – – 1,447 1,447
Effective interest on ECL – – (3,794) (3,794)
At 31 December 2021 – – (16,153) (16,153)
116 SAN LEON ANNUAL REPORT 2021
Notes to the Company financial statements
for the year ended 31 December 2021 – continued
C. Financial assets continued
Barryroe 4.5%
net profit
OML 18 (i) interest (ii)
US$’000 US$’000
Amortised Total
cost FVTPL US$’000
Book value at 31 December 2021 80,344 4,291 84,635
Current 80,344 – 80,344
Non-current – 4,291 4,291
Book value at 31 December 2020 68,925 6,842 75,767
Current 68,925 – 68,925
Non-current – 6,842 6,842
Unquoted shares: Ardilaun Energy Limited (iii) and Amedeo Resources Limited (iv) have a US$Nil value.
(i) OML 18
In September 2016, the Company secured an indirect economic interest in OML 18, onshore Nigeria.
The Company undertook a number of steps to effect this purchase. MLPL, a company incorporated in Mauritius of which San Leon
Nigeria B.V. has a 40% shareholding, was established as a special purpose vehicle to complete the transaction by purchasing all of
the shares in Martwestern, a company incorporated in Nigeria. Martwestern holds a 50% shareholding in Eroton, a company
incorporated in Nigeria and the operator of OML 18, and Martwestern also holds an initial 98% economic interest in Eroton.
The economic effect of this structure is that San Leon has an initial indirect economic interest of 10.584% in OML 18. Shareholders
will note that this is higher than the percentage interest anticipated by San Leon at the time of the acquisition in 2016. There have
been no further purchases or payments by San Leon but this revised percentage is based on a reassessment and recalculation
of the various parties’ interests in OML 18.
To partly fund the purchase of 100% of the shares of Martwestern, MLPL borrowed US$174.5 million in incremental amounts by
issuing loan notes with an annual coupon of 17% (“Loan Notes”) and effective interest rate of 25%, as noted below. Midwestern Oil
and Gas Company Limited (“Midwestern”) is the 60% shareholder of MLPL and transferred its shares in Martwestern to MLPL as
part of the full transaction. Following its placing in September 2016, San Leon became beneficiary and holder of all Loan Notes
issued by MLPL and the holder of an indirect economic interest in OML 18. San Leon is due to be repaid the full amount of the
US$174.5 million plus the 17% coupon once certain conditions have been met and using an agreed distribution mechanism.
Through its wholly owned subsidiary, San Leon Nigeria B.V., the Company is also a beneficiary of any dividends that will be paid by
MLPL as a 40% shareholder in MLPL but the Loan Notes repayments must take priority over any dividend payments made to the
MLPL shareholders.
The fair value assessment of the Loan Notes on acquisition was calculated as follows:
Total
US$’000
Total consideration 188,419
Fair value of Loan Notes attributable to equity investment # (30,889)
Net fair value of Loan Notes 157,530
Arrangement fees (5,500)
Additions to Financial Assets in 2016 including accrued interest at date of acquisition 152,030
# The fair value of Loan Notes attributable to the equity investment is calculated using a discount factor of management’s estimate of a market rate of interest of 8%
above the coupon rate of 17% over the term of the Loan Notes, giving an effective interest rate of 25%.
SAN LEON ANNUAL REPORT 2021 117
C. Financial assets continued
The key information relevant to the fair value of the Loan Notes on the date they were initially recognised is as follows:
Inter-relationships between the unobservable
Valuation technique Significant unobservable inputs* inputs and fair value measurements
Discounted cash flows • Discount rate 25% based on a market Nil
rate of interest of 8% above the
coupon rate of 17%
• MLPL ability to generate cash flows
for timely repayment
• Loan Notes are repayable in full
by 31 December 2021
(2020: 31 December 2021)
* On initial recognition. Under the conditional payment waiver the Loan Notes are expected to fall due on 30 June 2022. Other unobservable inputs are considered
appropriate at 31 December 2021.
The business model for the MLPL loan is to hold to collect. The Loan Notes are accounted for at amortised cost.
The credit risk is managed via various undertakings, guarantees, a pledge over shares and the mechanism whereby MLPL
prioritises payment of sums due under the Loan Notes. These are described further in Note 29 of the Group Financial Statements.
Given the size and quality of the OML 18 oil and gas asset the main credit risk is regarded as the timing of payments by MLPL
which is dependent on dividend distributions by Eroton rather than being unable to pay the total quantum due under the Loan
Notes. To date Eroton have been unable to make a dividend distribution. Consequently, MLPL had to enter into a loan in 2017
and subsequently, in order to be able to meet its obligations under the Loan Notes and make payments to San Leon.
On 6 April 2020, the Company entered into an Agreement with MLPL, amending the timing of the remaining payment of the Loan
Notes Instrument. At the date of the Agreement, the remaining outstanding balance on the par value was US$82.1 million
(accounted for as US$79.5 million under IFRS). Under the terms of the Agreement, US$10.0 million was due to be repaid on or
before 6 October 2020, with the balance of the Loan Notes receivable payable in three quarterly instalments, commencing in
July 2021 and completing by December 2021. Following the Agreement the outstanding loan continued to have an annual coupon
rate of 17% and an effective interest rate of 25% per annum. All other material terms of the Loan Notes Instrument remained
unchanged. The Agreement with MLPL was accounted for as a modification of the financial asset which did not give rise to
derecognition. A loss of US$2.5 million was recognised in respect of the change in present value of the revised cash flows
discounted at the original effective interest rate.
On 24 June 2021 the Company announced that it had entered into preliminary discussions with Midwestern in connection with the
potential acquisition of the shares of MLPL owned by Midwestern (the “Potential Transaction”). The Company expects that the Potential
Transaction, if agreed, would include the elimination of the Loan Notes. In connection with these discussions, on 6 July 2021 the
Company agreed a conditional payment waiver in respect of the amounts under the Agreement that fell due in July 2021 and within
30 days of expiry of the conditional payment waiver. Under the terms of the conditional payment waiver amounts payable under the
Agreement would fall due 90 days following expiry. Interest continued to accrue on the outstanding principal of the Loan Notes at 17%.
The conditional payment waiver was originally due to expire on the earlier of 31 August 2021 or the date an agreement was
reached with Midwestern to effect the Potential Transaction. The conditional payment waiver was subsequently extended to
include payments due up to December 2021.
The conditional payment waiver was accounted for as a modification of the financial asset which did not give rise to derecognition.
The amortised cost of the Loan Notes immediately prior to the modification was US$74.8 million (being a gross asset of US$92.6
million and expected credit loss provision of US$17.8 million. A net modification loss of US$3.2 million was recognised in respect of
the change in present value of the revised cash flows discounted at the original effective interest rate.
During 2021 San Leon received total payments under the Loan Notes of US$2.2 million (2020: US$46.5 million). The payments received
during 2021 represent principal of US$Nil (2020: US$35.3 million) and interest of US$2.2 million (2020: US$11.2 million) on the Loan
Notes repaid. As at 31 December 2021 there was US$96.5 million in principal and interest (2020: US$84.2 million) due under the Loan
Notes. As at 31 December 2021, US$2.9 million was outstanding from the US$10.0 million due to be repaid on 6 October 2020.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
118 SAN LEON ANNUAL REPORT 2021
Notes to the Company financial statements
for the year ended 31 December 2021 – continued
C. Financial assets continued
The Directors of San Leon have considered the credit risk of the Loan Notes at 31 December 2021 and 31 December 2020.
Due to the inability of MLPL to make dividend distributions, the Directors continue to consider that the credit risk has significantly
increased since initial recognition. At 31 December 2019 and subsequently a provision for the lifetime expected credit loss of the
Loan Notes had been recognised.
In addition, the Directors have reviewed the counterparty credit risk associated with measurement of the expected credit loss.
This was assessed as having increased significantly since initial recognition.
Management are still confident in the operational potential of OML 18 and ultimately recovering the full amount of the outstanding
Loan Notes, however due to the above issues management are unable to determine the timing of future cash flows and for this
reason the Loan Notes are now considered credit impaired.
The Loan Notes are unique assets for which there is no directly comparable market data. Repayments of the Loan Notes are
expected to be made from the underlying cash flows that support MLPL or, if the Potential Transaction is agreed, the Loan Notes
will be taken into account and eliminated as part of the overall structure agreed. The Directors have considered the credit risk of
MLPL, in particular in light of the Covid-19 pandemic and the resultant impact on the oil price and demand, as well as ongoing
short term production issues. The Loan Notes continue to be considered to be impaired. An impairment has been estimated
based on a forward-looking analysis where a range of outcomes has been considered taking into account the size and timing of
the contractual cash flows, the risk of the Potential Transaction being delayed or not agreed, risk of late payments and the risk of
default leading to less than full recovery of the amounts due in respect of the Loan Notes. The Directors have considered the
possible scenarios and used their judgement to estimate a weighted average outcome of these scenarios. The impairment is
calculated as the difference between the present value of the weighted average of possible outcomes (discounted at the effective
interest rate of the Loan Notes) and the present value of the contractual cash flows.
As at 31 December 2021 the Loan Notes are considered credit impaired. The expected credit loss of US$16.2 million (2020:
US$15.3 million) has been presented net as part of the amortised cost of the Loan Notes. The expected credit loss has been
calculated with a very high probability that the Potential Transaction will complete, and therefore the Loan Notes will extinguish,
and the Company believes that the value of the Potential Transaction is worth at least the value of the Loan Notes.
See Subsequent events (Note 31 of the Group Financial Statements) for further information on the discussions with Midwestern
about acquiring Midwestern’s indirect interest in the OML 18.
*Refer to Alternate Performance Measures on page 133 for full reconciliation of IFRS numbers and Alternative Performance Measures.
(ii) Barryroe – 4.5% Net Profit Interest
SLE holds a 4.5% Net Profit Interest in the Barryroe (“Barryroe NPI”) oil field at fair value through profit and loss under IFRS 9. In
2019 a market-based valuation approach was adopted, using the price of the publicly listed shares of Providence Resources plc
(“Providence”) (operator and holder of an 80% interest in the Barryroe oil field) as its basis. The Directors believe the markets
assessment of the current risks and uncertainties of the project have been reflected within the share price of Providence at year
end, and it is therefore appropriate to use this to update their valuation.
Given the latest announcements, the Directors have reviewed the modelling assumptions and consider it reasonable and appropriate
to continue to use a market based approach to decrease the Barryroe carrying value by US$2.6 million (2020: gain of US$4.0 million)
to US$4.2 million to reflect their estimate of the impact of these risks to the future cash flows on the value of the asset.
The key information relevant to the fair value of the Barryroe 4.5% net profit interest is as follows:
Inter-relationships between the unobservable
Valuation technique Significant unobservable inputs inputs and fair value measurements
Market based approach using • Estimated value of NPI as percentage The estimated fair value would increase/
share price of Operator (Providence) of total field NPV 9.5% (2020: 9.5%) (decrease) if:
• US Dollar exchange rate
increased/(decreased)
SAN LEON ANNUAL REPORT 2021 119
C. Financial assets continued
(iii) Ardilaun Energy Limited
As part of the consideration for the sale of Island Oil & Gas Limited to Ardilaun Energy Limited (“Ardilaun”) in 2014 Ardilaun agreed
to issue shares equivalent to 15% of the issued share capital of Ardilaun to San Leon. The original fair value of the 15% interest in
Ardilaun was based on a market transaction in Ardilaun shares.
The Directors have considered the carrying value of this interest at 31 December 2021 and given the length of time to obtain Irish
government approval for the transaction, the Directors feel it is prudent to continue to carry the 15% of Ardilaun shares still to be
issued to San Leon at a value of US$Nil (2020: US$Nil).
(iv) Amedeo Resources Limited
At 31 December 2021, the Company holds 213,512 ordinary shares at a market value of US$Nil (2020: US$Nil). The value of the
investment was written down to nil in 2018 due to the shares of Amedeo Resources plc being de-listed.
D. Trade and other receivables
2021 2020
US$’000 US$’000
Amounts falling due within one year:
Amounts owed by group undertakings (i) 125,658 122,417
Expected credit loss on amounts owed by group undertakings (i) (102,750) (104,240)
Net amounts owed by group undertakings 22,908 18,177
Corporation tax refundable – 48
VAT and other taxes refundable 45 28
Other debtors 793 726
Prepayments 884 1,013
24,630 19,992
(i) At 31 December 2021, the Company is owed US$125.7 million (2020: US$122.4 million) by its subsidiaries in respect of funds
advanced to them and expenses discharged by the Company on their behalf. An impairment provision of US$102.8 million (2020:
US$104.2 million) against these debts has been provided as at the year end. The credit-impaired balances relate to the funding of
historical investments in subsidiaries to hold assets and businesses which have been abandoned or discontinued in prior periods and
from which no economic value is expected. The expected credit loss on remaining loans to subsidiaries is not considered material.
E. Cash and cash equivalents
2021 2020
US$’000 US$’000
Cash and cash equivalents 673 11,392
Solicitor client account (i) 6,753 6,753
7,426 18,145
(i) Solicitor client account at 31 December 2021 represents monies held on behalf of the Company by Dentons ACAS-Law in
relation to the Oza deal, detailed in Subsequent Events (Note 31).
Overview
Strategic report
Corporate governance
Financial Statements
Other information
120 SAN LEON ANNUAL REPORT 2021
Notes to the Company financial statements
for the year ended 31 December 2021 – continued
F. Trade and other payables
2021 2020
US$’000 US$’000
Current
Trade payables 1,264 187
Amounts owed to group undertakings (i) 2,390 2,413
PAYE/PRSI 88 136
Payroll and pensions 629 –
Other creditors – 2
Accruals 520 566
Current portion of lease 340 333
5,231 3,637
(i) Amounts owed to Group undertakings are interest free and repayable on demand (Note O).
G. Derivative
2021 2020
US$’000 US$’000
Non-current
Derivative – 9
– 9
The key inputs into the valuation model are as follows:
Inter-relationships between the unobservable
Valuation technique Significant unobservable inputs inputs and fair value measurement
Black-Scholes model Option strike price of £0.30 to £0.45 The estimated fair value would
up to date options expired in the year increase/(decrease) if:
(2020: £0.30 to £0.45)
Average maturity of 0 to 1 year up to The share price increased/
date options expired in the year (decreased)
(2020: 0 to 1 year)
Risk-free interest rate of 0.055% Sterling exchange rate
up to date options expired in the year increased/(decreased)
(2020: 0.055%)
Share price volatility of 62% up to The risk free interest rate
date options expired in the year increased/(decreased)
(2020: 62%)
The derivative was in relation to options and warrants that were issued in connection with financing provided to the Company
between 2016 and 2018.
SAN LEON ANNUAL REPORT 2021 121
Overview
Strategic report
Corporate governance
Financial Statements
Other information
H. Share capital
Rights and obligations attaching to the Ordinary Shares
The Company has no securities in issue conferring special rights with regards control of the Company. All Ordinary Shares rank
pari passu, and the rights attaching to the Ordinary Shares (including as to voting and transfer) are as set out in the Company’s
Articles of Association (“Articles”).
Number of Number of
New Ordinary Deferred Authorised
shares Ordinary shares Equity
€0.01 each €0.0001 each US$’000
Authorised equity
At 1 January 2020 2,847,406,025 – 177,475
At 31 December 2020 2,847,406,025 – 177,475
At 31 December 2021 2,847,406,025 – 177,475
Issued, called up and fully paid:
Number of Number of
New Ordinary Deferred Share Share
shares Ordinary shares capital premium
€0.01 each €0.0001 each US$’000 US$’000
At 1 January 2020 451,303,014 – 5,172 21,077
Share buybacks (1,389,988) – (15) –
At 31 December 2020 449,913,026 – 5,157 21,077
At 31 December 2021 449,913,026 – 5,157 21,077
See Consolidated Statements of Changes in Equity on pages 54 to 55.
Share buyback programme
On 22 January 2020 the Company announced that it had completed the Buyback Programme. Under the Buyback Programme,
the Company repurchased 5,709,101 Ordinary Shares at an aggregate value of £1,570,085.49. Following cancellation of the final
shares repurchased, the total number of Ordinary Shares in issue with voting rights was 449,913,026.
I. Dividends paid
No dividends were declared in 2021. In May 2020, the Company returned a special dividend to its shareholders of £0.06 per share,
totalling US$33.3 million (£27.0 million).
122 SAN LEON ANNUAL REPORT 2021
Notes to the Company financial statements
for the year ended 31 December 2021 – continued
J. Reserves
The Statement of Changes in Equity outlines the movement in reserves during the year. Further details of these reserves are set
out below:
Share based payments reserve
The share-based payments reserve comprises the fair value of all share options which have been charged over the vesting period,
net of the amount relating to share options which have expired, been cancelled and have vested.
Fair value reserve
The fair value reserve comprises the cumulative net change in the fair value of financial assets measured at Fair Value through
Other Comprehensive Income until the assets are derecognised.
Special reserve
Pursuant to a capital reduction in 2019 the Company undertook to credit US$5,024,260 to a special reserve. This special reserve is
not a distributable reserve and must remain in place until such time as obligations in respect of certain guarantees given by the
company have lapsed or become unenforceable.
K. Share-based payments
Prior to 31 December 2012, the Group had one share-based payment scheme for executives and senior employees of the Group.
In accordance with the provisions of the plan, as approved by shareholders at a previous general meeting, executives and senior
employees may be granted options to purchase ordinary shares.
Each share option converts into one ordinary share of San Leon Energy plc on exercise and options do not carry rights to
dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. The options
vest in tranches subject to the achievement of certain service and non-market performance conditions. Market conditions in
relation to the achievement of share price trading levels also apply in the case of certain options granted to the Directors, further
details of which are set out in the Directors’ Report.
During the first quarter of 2013, this scheme was replaced by a more formal Share Option Plan, which governs all future awards of
share options made by San Leon. All employees, and certain Directors and consultants, may from time to time be eligible to receive
a discretionary bonus to be awarded in the form of options over San Leon Ordinary shares. Historic options in respect of San Leon
shares will continue to be governed by the terms and conditions set out in the historic share-based payments scheme.
The Group’s equity share options are equity settled share-based payments as defined in IFRS 2: Share Based Payments. The total
share-based payment charge for the year has been calculated based on grant date fair value obtained using an option pricing
model with a discount for market conditions applied based on a Monte Carlo simulator analysis where appropriate. The charge for
the year is US$Nil (2020: US$891,263) includes the charge for options issued to the Directors of US$Nil (2020: US$418,048) and
shares to be issued to Directors of US$Nil (2020: US$Nil).
SAN LEON ANNUAL REPORT 2021 123
Overview
Strategic report
Corporate governance
Financial Statements
Other information
K. Share-based payments continued
The movement on outstanding share options and warrants during the year was as follows:
2021 2020
Weighted Weighted
Number average Number average
of options/ exercise of options/ exercise
warrants price warrants price
Balance at beginning of the financial year 41,221,627 £0.397 40,559,075 £0.400
Granted during the financial year – – 1,000,000 £0.450
Modified during the financial year * – – – £0.393
Expired or cancelled during the financial year (8,560,000) £0.445 (337,448) £0.592
Exercised during the financial year – – – –
Balance at end of the financial year 32,661,627 £0.412 41,221,627 £0.397
Exercisable at end of the financial year 32,661,627 £0.412 41,221,627 £0.397
The range of exercise prices of outstanding options/warrants at year end is £0.25 to £0.45 (2020: £0.25 to £0.45).
* On 26 February 2020 the Company repriced 1,500,000 options from £0.45 to £0.35, the expiry date of these options was also
extended from 26 February 2020 by 4 years to 26 February 2024. The resulting charge for the year was US$326,581.
* On 2 October 2020 the Company extended the expiry date of 2,222,222 options by 5 years to 2 October 2025. This resulted
in a charge for the year of US$146,635.
The weighted average remaining contractual life for options/warrants outstanding at 31 December 2021 is 1.79 years
(2020: 2.94 years).
During the current year no options were exercised (2020: Nil).
The following table illustrates the number, exercise price and expiry date of share options and warrants remaining at year end.
Type Number Exercise price Year of expiration
Options 6,250,000 £0.45 2022
Options 6,625,000 £0.45 2023
Warrants 10,000,000 £0.25 2023
Warrants 4,939,405 £0.45 2023
Options 1,500,000 £0.35 2024
Options 125,000 £0.45 2024
Options 2,222,222 £0.45 2025
Options 1,000,000 £0.45 2028
Total 32,661,627
124 SAN LEON ANNUAL REPORT 2021
Notes to the Company financial statements
for the year ended 31 December 2021 – continued
K. Share-based payments continued
The following table lists the fair value of options granted and the inputs to the models used to calculate the grant date fair values
of awards granted in 2021 and 2020:
2021 2020
Weighted average fair value of options granted during year N/a £0.25
Weighted average share price of options at date of grant N/a £0.39
Dividend yield N/a 0.00%
Exercise price N/a £0.45
Expected volatility N/a 72%
Risk-free interest rate N/a 0.55%
Expected option life N/a 7 years
Expected early exercise % N/a 0%
Model used N/a Black-Scholes
The expected life used in the model is based on the expectation of management attaching to the option and behavioural
considerations and is not necessarily indicative of exercise patterns that may occur. Expected volatility is based on an analysis of
the historical volatility of San Leon Energy plc shares and comparable listed entities. The fair value is measured at the date of grant.
There are no conditions attached to the options.
L. Commitments and contingencies
(a) Lease obligation commitments
Cash commitments under lease obligations as a lessee (Note N) are as follows:
Total Total
2021 2020
US$’000 US$’000
Payable:
Within one year 340 369
Between one and five years 1,359 1,472
Over five years 1,246 1,718
2,945 3,559
(b) Island Oil & Gas Limited Guarantee
The Company has a Guarantee in respect of the decommissioning liabilities of Island (Seven Heads) Limited, a subsidiary of Island
Oil & Gas Limited (“Island”). In the event that Island are unable to pay the decommissioning liabilities, under the Guarantee, the
Company could be liable for any amounts Island does not pay.
SAN LEON ANNUAL REPORT 2021 125
M. Deferred tax
Assets Liabilities Net
2021 2020 2021 2020 2021 2020
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Financial assets – net profit Interest – – (572) (1,416) (572) (1,416)
Financial assets – other 175 175 – – 175 175
Interest not taxable until received – – (48) – (48) –
Tax losses recognised – 996 – – – 996
175 1,171 (620) (1,416) (445) (245)
N. Leases
Statement of Financial Position
2021 2020
US$’000 US$’000
Right of use asset (included within Property, plant and equipment)
Property leases
At 1 January 2,526 2,952
Additions – –
Transfer to other company within the Group – (96)
Depreciation charge for the period (261) (330)
Closing net carrying amount 2,265 2,526
Lease liability
Property leases
At 1 January 2,761 2,834
Payments – principal (227) (211)
Payments – interest (129) (131)
Currency translation adjustment (140) 138
Interest 129 131
Closing net carrying amount 2,394 2,761
Current 340 333
Non-current 2,054 2,428
Income Statement
2021 2020
US$’000 US$’000
Right of use asset (included within Property, plant and equipment)
Property leases
Depreciation charge 261 330
Interest expense 129 131
Total 390 461
Overview
Strategic report
Corporate governance
Financial Statements
Other information
126 SAN LEON ANNUAL REPORT 2021
Notes to the Company financial statements
for the year ended 31 December 2021 – continued
O. Related party transactions
Transactions with subsidiaries and associates
The Company has a related party relationship with its subsidiaries and associates. The Company and its subsidiaries and associates,
in the ordinary course of business, enter into various sales, purchase and service transactions with joint operations in which the
Group has a material interest. These transactions are under terms that are no less favourable to the Group than those arranged
with third parties.
At 31 December 2021, the Company is owed US$125.7 million (2020: US$122.4 million) by its subsidiaries in respect of funds
advanced to them and expenses discharged by the Company on their behalf. An impairment provision of US$102.8 million
(2020: US$104.2 million) against these debts has been provided as at the year end. The credit-impaired balances relate to the
funding of historical investments in subsidiaries to hold assets and businesses which have been abandoned or discontinued in
prior periods and from which no economic value is expected. The expected credit loss on remaining loans to subsidiaries is not
considered material. The Company owes US$2.4 million (2020: US$2.4 million) to subsidiaries in respect of funds received by
and services provided to the Company.
US$’000
Loss allowance at 31 December 2020 104,240
Expected credit losses released (1,490)
Loss allowance at 31 December 2021 102,750
P. Financial instruments and financial risk management
The Company’s principal financial instruments comprise trade receivables, other financial assets, trade payables and cash and
cash equivalents.
The main purpose of these financial instruments is to provide finance for the Company’s operations.
The Company’s financial assets and liabilities are classified as:
Financial liabilities: Amortised costs – trade and other payables as described in Note F;
•
Financial assets: Amortised cost – Financial assets as described in Note C and Trade and other receivables as described
•
in Note C;
Financial assets: FVTPL – net profit interest as described in Note C; and
•
Financial assets: FVOCI – equity instrument – unquoted investments as described in Note C.
•
The main risks arising from the Company’s financial instruments are foreign currency risk, credit risk, liquidity risk, interest rate risk
and capital management. Management reviews and agrees policies for managing each of these risks in a non-speculative manner
which are summarised below.
(a) Currency risk
The Company is exposed to foreign currency risk on transactions denominated in a currency other than the relevant functional
currency which is US Dollars. The US Dollar is the presentation currency for financial reporting and budgeting. The Company
manages its exposure by matching receipts and payments in the same currency and monitoring the residual net cash position.
During the years ended 31 December 2021 and 2020, the Company did not utilise either forward currency contracts or other
derivatives to manage foreign currency risk.
SAN LEON ANNUAL REPORT 2021 127
P. Financial instruments and financial risk management continued
At 31 December 2021, the Company’s principal exposure to foreign currency risk was as follows:
Denominated Denominated
in GBP£ in EUR€
US$’000 US$’000
Trade and other receivables 594 3,589
Trade and other payables (947) (3,878)
Cash and cash equivalents 663 9
Total 2021 310 (280)
At 31 December 2020, the Company’s principal exposure to foreign currency risk was as follows:
Denominated Denominated
in GBP£ in EUR€
US$’000 US$’000
Trade and other receivables 808 3,398
Trade and other payables (225) (2,908)
Cash and cash equivalents 1,134 172
Total 2020 1,717 662
The US Dollar exchange rates used in the preparation of the financial statements were as follows:
2021 2020
Average rate Closing rate Average rate Closing rate
Sterling 0.727078 0.741904 0.778085 0.732646
Euro 0.845794 0.882924 0.873668 0.814930
Sensitivity analysis
If the US Dollar increased by 1% in value against the above currencies, the Company’s profit for the year would decrease and
equity at year end would decrease by US$27,034. If the US Dollar decreased by 1% in value against the above currencies, the
Company’s profit for the year would increase and equity at year end would increase by US$27,304.
(b) Credit risk
Credit risk refers to the risk that any counter-party will default on its contractual obligations resulting in financial loss to the
Company.
The Company’s financial assets excluding ‘Financial assets – Net Profit Interest’, see (f) ‘Fair values’ comprise trade and other
receivables, cash and cash equivalents and OML 18.
The maximum financial exposure due to credit risk on the Company’s financial assets not subject to impairment of IFRS 9,
representing the sum of cash and cash equivalents, trade and other receivables and other current assets, as at 31 December 2021
was US$32.1 million (2020: US$38.1 million).
Trade and other receivables
Within trade and other receivables there is no significant exposure to credit risk. The credit risk on amounts receivable from joint
operating partners is managed by agreeing budgets in advance with partners and where appropriate collecting any material share
of exploration costs from partners in advance of completing the exploration work programme. Amounts in trade and other
receivables impaired during 2021 are explained in Note D and management believes that the existing sums are still collectable.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
128 SAN LEON ANNUAL REPORT 2021
Notes to the Company financial statements
for the year ended 31 December 2021 – continued
P. Financial instruments and financial risk management continued
OML 18
The OML 18 transaction comprised the US$174.5 million Loan Notes as detailed in Note C. The credit risk is managed via various
undertakings, guarantees, a pledge over shares and the mechanism whereby MLPL prioritises payment of sums due under the Loan
Notes. Given the size and quality of the OML 18 oil and gas asset the main credit risk is regarded as the timing of payments by MLPL
which is dependent on dividend distributions by Eroton rather than being unable to pay the total quantum due under the Loan
Notes. To date Eroton have been unable to make a dividend distribution. Consequently, MLPL had to enter into a loan in 2017 and
further loan subsequently, in order to be able to meet its obligations under the Loan Notes and make payments to San Leon.
The credit risk associated with the MLPL Loan Notes is regarded as high and despite quarterly payments being largely received
previously to date, however not always on time, and given other considerations, this has led the Company to determine that
providing for a loss over the lifetime of the loan is appropriate. The expected credit loss has been calculated with a very high
probability that the Potential Transaction will complete, and therefore the Loan Notes will extinguish, and the Company believes
that the value of the Potential Transaction is worth at least the value of the Loan Notes. Establishing an expected credit loss over
the lifetime of the loan for a single receivable requires significant judgement, as there is limited relevant historical data in the
Company, and no obvious reliable market data to benchmark. The factors that were considered in coming to the conclusion of a
lifetime expected credit loss provision are explained as follows.
The credit risk of the instrument needs to be evaluated without consideration of collateral. Financial instruments are not
considered to have low credit risk because that risk is mitigated by collateral.
MLPL is expected to repay all interest and principal due under the loan agreement, however it is currently experiencing short term
cash flow issues which makes it challenging to predict when repayments will be made. The increase in credit risk is due to the
uncertainty in timing of when Loan Note repayments are received. It does not change the prevailing expectation that the loan will
be recovered in full.
In addition, the Directors have reviewed the counterparty credit risk associated with measurement of the credit impairment.
This risk has previously been assessed as having increased significantly since initial recognition, and is considered to have
increased further during the year ended 31 December 2020 and continued at this level of risk in 2021.
As the asset is determined to be credit-impaired, the lifetime expected credit loss has been presented net against the gross
carrying value of the Loan Notes balance on the Statement of Financial Position and remeasured at each reporting date.
The MLPL loan asset will continue to be held using the effective interest rate method.
The consideration of credit impairment for this asset is set out in Note C.
The Directors have considered the impact of Covid-19, the impact on oil price and demand and short term production issues
on the Loan Notes and associated credit risk, all of which are tied to the performance of the OML 18 asset. The short term
production issues are expected to delay Eroton’s ability to return to full production and benefit from the recovery in the oil price,
with the overall effect likely to be short term cash flow issues resulting in a delay in receiving distributions from Eroton via MLPL.
The Directors have therefore concluded that the risk profile of the Loan Notes has increased.
In the opinion of the Directors there is currently no difference between the carrying amount of the MLPL loan net of the provision
and its fair value.
The following table provides information about the exposure to credit risk and expected credit losses of the OML 18 Loan Notes
as at 31 December 2021.
Gross Impairment
Weighted carrying loss
average loss amount allowance Credit
Equivalent to Moody’s credit rating rate US$000 US$000 impaired
Lower than BBB 16.74% 96,497 16,153 Yes
SAN LEON ANNUAL REPORT 2021 129
Overview
Strategic report
Corporate governance
Financial Statements
Other information
P. Financial instruments and financial risk management continued
The following table provides information about the exposure to credit risk and expected credit losses of the OML 18 Loan Notes as
at 31 December 2020.
Gross Impairment
Weighted carrying loss
average loss amount allowance Credit
Equivalent to Moody’s credit rating rate US$000 US$000 impaired
Lower than BBB 18.17% 84,234 15,309 Yes
Cash and cash equivalents
The credit risk on cash and cash equivalents held in the Company’s bank accounts is considered limited because the
counterparties are banks with high credit-ratings assigned by international credit rating agencies. The Company also holds limited
funds for day to day operational purposes with Irish banking institutions which are subject to guarantee by the Irish government.
The Company’s maximum exposure to credit risk is equal to the carrying amount of cash and cash equivalents in its Company
statement of financial position. The Company does not expect any counterparty to fail to meet its obligations.
2021 2020
US$’000 US$’000
Euro 9 172
Sterling 663 1,134
US Dollar 6,753 16,838
Others 1 1
7,426 18,145
(c) Liquidity risk management
Liquidity risk is the risk that the Company will not have sufficient funds to meet liabilities as they fall due. The Company manages
liquidity risk by maintaining adequate cash reserves and by continuously monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities. Cash forecasts are produced to identify the liquidity requirements of the
Company. Surplus cash is placed on deposit in accordance with limits and counterparties agreed by the Board, with the objective
to maximise return on funds whilst ensuring that the short-term cash requirements of the Company are maintained.
All cash and cash equivalents held in the Company’s bank accounts are due on demand. All trade and other receivables and trade
and other payables are due within one month.
The financial liabilities at 31 December 2021 are as follows:
Less than One to Two to Greater than
1 year two years five years five years Total
US$’000 US$’000 US$’000 US$’000 US$’000
Trade and other payables, excluding lease (Note F) 4,891 – – – 4,891
Lease liability (Note L) 340 340 1,019 1,246 2,945
Derivative (Note G) – – – – –
5,231 340 1,019 1,246 7,836
130 SAN LEON ANNUAL REPORT 2021
Notes to the Company financial statements
for the year ended 31 December 2021 – continued
P. Financial instruments and financial risk management continued
The financial liabilities at 31 December 2020 are as follows:
Less than One to Two to Greater than
1 year two years five years five years Total
US$’000 US$’000 US$’000 US$’000 US$’000
Trade and other payables, excluding lease (Note F) 3,304 – – – 3,304
Lease liability (Note L) 369 369 1,103 1,718 3,559
Derivative (Note G) 9 – – – 9
3,682 369 1,103 1,718 6,872
The contractual cash flows are equal to the carrying value for trade and other payables. Contractual cash flows from lease liabilities
once discounted at the incremental borrowing rate (Note N) will then equate the carrying value.
The impact of the Covid-19 pandemic, the volatility in oil prices and demand, OPEC quotas, and recent operational challenges
being experienced by OML 18 could potentially have an impact on the Company’s indirect interest in OML 18 and receipt of Loan
Note repayments. However, San Leon is still confident in the operational potential of OML 18 and ultimately recovering the full
amount of the outstanding Loan Notes. Any impact on the Company’s liquidity risk is expected to be short term and mitigated by
the receipt of cash from other sources, such as services income.
(d) Interest rate risk
The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s holdings of cash and
short-term deposits.
It is the Company’s policy to place surplus funds on short term deposit in order to maximise interest earned whilst maintaining
adequate short-term liquidity for operational requirements.
The Loan Notes referred to in Note C attract a 17% fixed rate of contractual interest and as a consequence there is no interest
rate exposure.
(e) Capital management risk
The Company manage its capital to ensure that it will be able to continue as a going concern while maximising the return to
shareholders through the optimisation of the debt and equity balance. The Company manages its capital structure and makes
adjustments to it, in light of changes in economic conditions. To maintain or adjust its capital structure, the Company may adjust or
issue new shares or raise debt. The capital structure of the Company consists of equity attributable to equity holders of the parent,
comprising issued capital, reserves and retained earnings as disclosed in the company statement of changes in equity.
SAN LEON ANNUAL REPORT 2021 131
Overview
Strategic report
Corporate governance
Financial Statements
Other information
P. Financial instruments and financial risk management continued
(f) Financial assets and liabilities by category
The following table sets out the carrying value of all the financial assets and liabilities held at 31 December 2021:
Carrying
Fair value amount Level 1 Level 2 Level 3^
31 December 31 December 31 December 31 December 31 December
2021 2021 2021 2021 2021
US$’000 US$’000 US$’000 US$’000 US$’000
Financial assets
OML 18# (Note C) 80,344 80,344 – – 80,344
Barryroe NPI (Note C) 4,291 4,291 – – 4,291
Cash and cash equivalents (Note E) 7,426 7,426 – – –
Net amounts owed by Group undertakings* (Note D) 22,908 22,908 – – –
Other debtors * (Note D) 793 793 – – –
Financial liabilities
Amounts owed to Group undertakings* (Note F) (2,390) (2,390) – – –
Trade payables * (Note F) (1,264) (1,264) – – –
Other creditors * (Note F) – – – – –
Derivative (Note G) – – – – –
At 31 December 2021 112,108 112,108 – – 84,635
# There has been no change to the assumptions underlying the determination of fair value of the OML 18 loan since initial recognition. Therefore, the carrying
amount arising from the application of the effective interest rate method approximates to the fair value.
* The Company has not disclosed the fair value of financial instruments such as short-term receivables and payables, as it is considered that their carrying amounts
are a reasonable approximation of their fair values.
^ For detailed disclosures on the valuation techniques of level 3 disclosures see the note referenced above.
During the period ended 31 December 2021, there were no significant changes in the business or economic circumstances that
affect the fair value of financial assets and liabilities, no reclassifications and no transfers between levels of the fair value hierarchy
used in measuring the fair value of the financial instruments.
132 SAN LEON ANNUAL REPORT 2021
Notes to the Company financial statements
for the year ended 31 December 2021 – continued
P. Financial instruments and financial risk management continued
The following table sets out the carrying value of all the financial assets and liabilities held at 31 December 2020:
Carrying
Fair value amount Level 1 Level 2 Level 3^
31 December 31 December 31 December 31 December 31 December
2021 2021 2021 2021 2021
US$’000 US$’000 US$’000 US$’000 US$’000
Financial assets
OML 18 (Note C) 68,925 68,925 – – 68,925
Barryroe NPI (Note C) 6,842 6,842 – – 6,842
Cash and cash equivalents (Note E) 18,145 18,145 – – –
Net amounts owed by Group undertakings* (Note D) 18,177 18,177 – – –
Other debtors* (Note D) 726 726 – – –
Financial liabilities
Amounts owed to Group undertakings* (Note F) (2,413) (2,413) – – –
Trade payables* (Note F) (187) (187) – – –
Other creditors* (Note F) (2) (2) – – –
Derivative (Note G) (9) (9) – – (9)
At 31 December 2020 110,204 110,204 – – 75,758
* The Company has not disclosed the fair value of financial instruments such as short-term receivables and payables, as it is considered that their carrying amounts
are a reasonable approximation of their fair values.
^ For detailed disclosures on the valuation techniques of level 3 disclosures see the note referenced above.
During the period ended 31 December 2020, there were no significant changes in the business or economic circumstances that
affect the fair value of financial assets and liabilities, no reclassifications and no transfers between levels of the fair value hierarchy
used in measuring the fair value of the financial instruments.
(g) Hedging
At 31 December 2021 and 31 December 2020, the Company had no outstanding contracts designated as hedges.
SAN LEON ANNUAL REPORT 2021 133
Alternative performance measures
The Group monitors the par value of the Loan Notes, which is a non-IFRS measure.
The Group believes that the disclosure of the par value of the Loan Notes will assist investors in evaluating the performance of the
underlying Loan Notes. Given that these cash metrics are used by management, they also give the investor an insight into how
the Group management review and monitor the Loan Notes on an ongoing basis.
A reconciliation from the value of the OML 18 Loan Notes under IFRS 9 and the par value is provided below:
IFRS 9
Amortised
Cost
Excluding IFRS 9
ECL Adjustment Par value
US$’000 US$’000* US$’000
Loan Notes at 31 December 2019 114,254 4,494 118,748#
Interest accrued on Loan Notes (1 January 2020 to 6 April 2020) 6,783 (1,886) 4,897
Cash receipts (1 January 2020 to 6 April 2020) (41,500) – (41,500)
Loan Notes at 6 April 2020 79,537 2,608 82,145
Interest accrued on Loan Notes (7 April 2020 to 31 December 2020) 9,697 595 10,292
Cash receipts (7 April 2020 to 31 December 2020) (5,000) – (5,000)
Loan Notes at 31 December 2020 84,234 3,203 87,437^
Interest accrued on Loan Notes (1 January 2021 to 31 December 2021) 14,413 (449) 13,964
Cash receipts (1 January 2021 to 31 December 2021) (2,150) – (2,150)
Loan Notes at 31 December 2021 96,497 2,754 99,251~
Interest accrued on Loan Notes (1 January 2022 to 24 June 2022) 5,999 697 6,696
Cash receipts (1 January 2022 to 24 June 2022) (300) – (300)
Loan Notes at 24 June 2022 102,196 3,451 105,647<
* The effective interest rate is 25% and the coupon rate is 17% (Note 15).
# Made up of capital balance of US$108.4 million and accrued interest of US$10.3 million.
^ Made up of capital balance of US$82.1 million and accrued interest of US$5.3 million.
~ Made up of capital balance of US$82.1 million and accrued interest of US$17.2 million.
< Made up of capital balance of US$82.1 million and accrued interest of US$23.5 million.
A reconciliation from the value of the ELI Loan Notes under IFRS 9 and the par value is provided below:
IFRS 9
Amortised
Cost
Excluding IFRS 9
ECL Adjustment Par value
US$’000 US$’000* US$’000
Loan Notes at 31 December 2020 15,353 399 15,752^
Interest accrued on Loan Notes (1 January 2021 to 31 December 2021) 2,468 (228) 2,240
Cash receipts (1 January 2021 to 31 December 2021) – – –
Loan Notes at 31 December 2021 17,821 171 17,992~
Interest accrued on Loan Notes (1 January 2022 to 24 June 2022) 1,315 (48) 1,267
Cash receipts (1 January 2022 to 24 June 2022) – – –
Loan Notes at 24 June 2022 19,136 123 19,259<
* The effective interest rate is 16% and the coupon rate is 14% (Note 15).
^ Made up of capital balance of US$15.0 million and accrued interest of US$0.8 million.
~ Made up of capital balance of US$15.0 million and accrued interest of US$3.0 million.
< Made up of capital balance of US$15.0 million and accrued interest of US$4.3 million.
Overview
Strategic report
Corporate governance
Financial Statements
Other information
134 SAN LEON ANNUAL REPORT 2021
Corporate information
Directors
Mutiu Sunmonu
(Non-Executive Chairman)
Oisín Fanning
(Chief Executive Officer)
Joel Price
(Chief Operating Officer)
Alan Campbell
(Commercial and Business Development
Director) (resigned 7 May 2021)
Lisa Mitchell
(Chief Financial Officer)
(resigned 29 October 2021)
Julian Tedder
(Chief Financial Officer)
(appointed 1 December 2021)
Adekolapo Ademola
(Non-Executive Director)
John Brown
(Non-Executive Director)
(appointed 7 May 2021)
Registered office
2 Shelbourne Buildings
Crampton Avenue
Shelbourne Road
Ballsbridge
Dublin 4
Ireland
Secretary
Alan Campbell
Auditor
KPMG
Chartered Accountants,
Statutory Audit Firm
1 Stokes Place
St Stephen’s Green
Dublin 2
Ireland
Principal Bankers
Barclays Bank plc
Leicester
LE87 2BB
England
Solicitors
Whitney Moore Solicitors
2 Shelbourne Buildings
Crampton Avenue
Shelbourne Road
Ballsbridge
Dublin 4
Ireland
David M Turner & Co Solicitors
32 Lower Abbey Street
Dublin 1
Ireland
Fieldfisher LLP
2 Swan Lane
London
EC4R 3TT
England
Alius Law
12 Melcombe Place
London
NW1 6JJ
England
Bryan Cave Leighton Paisner LLP
Governor’s House
5 Laurence Pountney Hill
London
EC4R 0BR
England
Nominated Adviser
and Joint Broker
Allenby Capital Limited
5 St Helen’s Place
London
EC3A 6AB
England
Joint Stockbrokers
Panmure Gordon & Co
1 New Change
London
EC4M 9AF
England
Registrars
Computershare Investor Services
(Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24
Ireland
Public Relations
Tavistock
18 St. Swithin’s Lane
London
EC4N 8AD
England
Plunkett Communications
Office 10
6 – 7 Marine Road
Dun Laoghaire
Co. Dublin
Ireland
Registered Number
237825
SAN LEON ANNUAL REPORT 2021 135
Glossary
2C Best estimate of Contingent Resources
1P Proven Reserves
2P Proven plus Probable Reserves
3P Proven plus Probable plus Possible Reserves
AIM The London Stock Exchange’s AIM market
AIM Rules AIM Rules for Companies
BCF or bcf Billion cubic feet
Bilton Bilton Energy Limited
B.V. Dutch private limited company
BVI British Virgin Islands
CPR Competent Person’s Report
Eroton Eroton Exploration and Production Company Limited
US$’000 United States Dollars, thousands
ESM European Stability Mechanism
FSO Floating Storage and Offloading
Group San Leon and its subsidiaries
LLP Limited liability partnership
Loan Notes $174.5 million principal amount of 17% fixed rate loan notes acquired by San Leon pursuant to the
amended and restated loan note instrument dated September 30, 2016 executed and issued by
Midwestern Leon Petroleum Limited
Ltd or limited A private limited company incorporated under the laws of England and Wales, Scotland, certain
Commonwealth countries and Ireland
m Metres
‘m Millions
Martwestern Martwestern Energy Limited
Midwestern Midwestern Oil and Gas Company Limited
MLPL Midwestern Leon Petroleum Limited
MSA Master Services Agreement
mmbbL Million barrels
Nomad A company that has been approved as a nominated advisor for AIM by the London Stock Exchange
NNPC Nigerian National Petroleum Corporation
NPI Net Profit Interest
PLC A publicly held company
San Leon or the Company San Leon Energy PLC
SEDA Standby Equity Distribution Agreement
Sp. z o.o. Polish limited liability company
Sp. z o.o. sp.k Polish LLP
SPV Special purpose vehicle
Overview
Strategic report
Corporate governance
Financial Statements
Other information
136 SAN LEON ANNUAL REPORT 2021
Conversion
The following table sets forth certain standard conversions from Standard Imperial Units to the International System of Units
(or metric units).
To convert from To Multiply by
mcf Cubic metres 28.174
Cubic metres Cubic feet 35.494
bbls Cubic metres 0.159
Cubic metres bbls 6.290
Feet Metres 0.305
Metres Feet 3.281
Miles Kilometres 1.609
Kilometres Miles 0.621
Acres Hectares 0.405
Hectares Acres 2.471
Designed and produced by
San Leon Energy plc
Head office
3300 Lake Drive
Citywest Business Campus
Dublin 24
Ireland
Registered address
2 Shelbourne Buildings
Crampton Avenue
Shelbourne Road
Ballsbridge
Dublin 4
Ireland
sanleonenergy.com