ANNUAL REPORT AND ACCOUNTS 2010
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Sterling Energy Plc (“Sterling” or the “Company”) is an
upstream oil and gas company listed on AIM in London.
Sterling is an experienced operator of international
licences with a current focus on projects in Africa and
the Middle East. Sterling has high potential projects in
Kurdistan, Madagascar and Cameroon.
CONTENTS
2010 Summary 1
2010 SUMMARY
■ Sangaw North-1 exploration well testing the
potential of the Sangaw North block.
■ Received $15.6 million of net cash flow from
Chinguetti field operations during 2010 (2009:
$13.3 million).
■ Cash
resources as at 31 December 2010
$111.7 million including partner funds (2009:
Chairman’s Statement 2
$113.9 million).
Chief Executive’s Review 3
■ Company remains debt free.
Operations Review 4
Reserves Summary 11
Schedule of Interests 12
Financial Review 13
Corporate Social Responsibility 15
Board of Directors 16
Corporate Governance 18
Remuneration Report 23
Directors’ Report 28
Statement of Directors’ Responsibilities 32
Independent Auditors’ Report 33
Consolidated Statement of Comprehensive Income 35
Consolidated Statement of Financial Position 36
Consolidated Statement of Changes in Equity 37
Consolidated Statement of Cash Flows 38
Company Statement of Financial Position 39
Company Statement of Changes in Equity 40
Company Statement of Cash Flows 40
Notes to the Financial Statements 41
Definitions and Glossary of Terms 71
Professional Advisers 75
Annual General Meeting 76
STERLING ENERGY PLC
1
CHAIRMAN’S STATEMENT
During 2010 Sterling’s primary focus was the drilling activity at Sangaw North-1; an exploration well testing a large
prospective structure in the Kurdistan autonomous region of Iraq. We have encountered many geological and
mechanical challenges while drilling this well, however the expertise of our drilling team, with the support of our joint
venture partners, has meant we could continue operations in a safe and controlled manner, albeit at a slower overall
pace. The delay to the drilling program caused by the geological and mechanical events was further extended by the
‘crowning incident’ on the rig caused by the rig contractor. However frustrating these delays may be, the financial impact
for Sterling has been mitigated as our drilling costs for Sangaw North-1 well are carried by Addax. I thank all the
stakeholders in the Sangaw North project for their assistance and support during a very exciting and challenging drilling
operation.
FINANCIAL
As a result of the re-structuring undertaken at the end of 2009, the Company remains in a very strong financial position
with some $101.6 million of own funds at the end of 2010; our approved work programme for 2011 is fully funded and
we have funds available for new venture activity. As an explorer without significant production we generally fund our
day to day activities from our cash resource; our $15.6 million of net cash flow during 2010 from the Chinguetti field
operation in Mauritania exceeded our general overhead costs and made a significant contribution towards our cost of
operations.
BOARD AND MANAGEMENT CHANGES
On 9 November 2010 Angus MacAskill was appointed as Sterling’s Chief Executive Officer and a Director; Angus has
some 30 years of hands-on experience covering many aspects of exploration, development and production activity and
thus the management of Sterling’s field operations is now one of his direct responsibilities. On 15 November 2010,
Malcolm Pattinson was appointed a non-executive Director; Malcolm has spent most of his career as a geo-scientist and
his experience will greatly assist in our new venture activity. On 31 December 2010, Richard Stabbins stepped down as
a non-executive Director; we thank Richard for his contribution over the years and wish him well in his retirement.
OUTLOOK FOR 2011 AND BEYOND
There remain some further tasks to complete to fully evaluate the results seen at the Sangaw North-1 exploration well
and we shall report on these when appropriate. Sterling also has other assets to move forward. Whilst we have little
control over the resolution of the border dispute between Cameroon and Equatorial Guinea, the large prospects
identified from 3D seismic are ready to drill when force majeure can be lifted; the Ntem block contains significant
potential value waiting to be tested with the drill bit.
With the challenges at Sangaw North being overcome we have re-focused some of our skills and resources towards new
ventures; the management of operations is now under Angus MacAskill and Andrew Grosse will lead our exploration
and new venture activities. During 2011 one of our key objectives is to add to our portfolio of assets; additions will be
sought to broaden our exposure to opportunities in Africa and the Middle East; however outstanding opportunities
outside of these areas will also be considered.
I would like to thank all Sterling’s staff for their diligent efforts during 2010 and hope the rewards for all stakeholders
will come in 2011 and beyond.
Alastair Beardsall
Chairman
25 March 2011
2
STERLING ENERGY PLC
CHIEF EXECUTIVE’S REVIEW
The Company is focused in Africa and the Middle East and holds high potential interests in three areas, Kurdistan,
Cameroon and Madagascar. During 2010, the Company made considerable progress in testing one of the very large
exploration projects within its current portfolio, with drilling commencing on the Sangaw North-1 well in Kurdistan on
1 February 2010. Drilling operations have been very challenging but, by the end of the year, the well had been drilled to
the base of the Cretaceous aged formations, two flow tests had been completed, and operations were being conducted
to allow drilling to the deeper Jurassic targets.
The prospectivity being tested by this well is highly material. Prior to drilling, the gross un-risked prospective resources
within the Cretaceous formations were independently estimated to be some 800 million barrels in the case of oil, with
gas at least as likely to be discovered. While it is disappointing that the two flow tests within the Cretaceous did not
establish commercial amounts of hydrocarbons in the intervals tested, they did establish the presence of gas within the
shallower horizons of the Cretaceous formations in the structure.
Following the two flow tests the well was deepened and gas has also been identified during drilling operations in the
upper section of the Jurassic formations, but not yet evaluated. We remain encouraged that there may be a very material
prospective resource yet to be tested in 2011 by this well. Sterling’s in-house estimates are some 3.8 trillion cubic feet
of gross un-risked prospective resources in the case of gas and 500 million barrels in the case of oil within the Jurassic
and deeper Triassic formations. In addition, we believe, based on gas shows while drilling, that there may be potential
for further flow testing in the deeper horizons of the Cretaceous formations.
Sterling’s exploration portfolio contains additional potential of a similar material scale. Further technical studies in the
Company’s deep-water Ntem licence in Cameroon have increased our confidence in the four Cretaceous aged prospects
previously mapped, each with gross un-risked prospective resources of several hundred million barrels. These exciting
prospects are in similar geological plays to those that have emerged as highly successful discoveries in West Africa over
the last few years. We look forward to progressing activity in this licence once the maritime border which forms part of
its boundary has been agreed between the neighbouring governments.
In the East African region, the Company has a material interest in the giant Sifaka prospect in the deep-water
Ampasindava licence in Madagascar. This prospect has been independently assessed as having 1.2 billion barrels of gross
un-risked prospective resources. The drilling of this prospect, operated by ExxonMobil, awaits resolution of the political
situation in the country, with elections due to take place in 2011.
The Company has built a portfolio with highly material interests in large scale exploration projects in three emerging
exploration areas in Africa and the Middle East. During 2010, focus has been on execution of the Company’s first
operated well in Kurdistan. In 2011, we look forward to delivery of the results from this well and, through the Company’s
expertise and experience in these regions, adding to the portfolio of exciting and material exploration opportunities.
Angus MacAskill
Chief Executive Officer
25 March 2011
STERLING ENERGY PLC
3
OPERATIONS REVIEW
KURDISTAN
Sangaw North PSC (WI 53.33% & Operator)
The Sangaw North-1 exploration well, the first to be drilled on the Sterling operated Sangaw North Block, spudded on
1 February 2010. The well, targeting Cretaceous and Jurassic aged reservoir intervals has a planned depth of 3,660m
and the well design allows drilling to a total depth of 4,160m to test deeper Jurassic and Triassic aged reservoirs. The
decision to drill the additional deeper section will be based on drilling results encountered up to the decision point.
Whilst drilling the upper part of the Cretaceous reservoir section from 1,450m to 2,395m, through the carbonates of
the Shiranish and Kometan Formations, gas shows and drill cuttings with fluorescence were observed, indicating the
presence of hydrocarbons in the wellbore. The analysis of open hole wireline and image log data further suggested
potential hydrocarbon bearing zones and open hole drill stem tests (“DST”) were undertaken over two prospective
intervals.
DST-1 tested an open-hole interval within the Cretaceous age Kometan formation. During the 6 hour flow period, an
initial recovery of gas was followed by flowing water with minor gas content.
DST-2 tested an open-hole interval of the Shiranish formation, initially producing gas at an estimated flow rate of
4 mmscf/d along with some drilling fluids. However the gas flow decreased and was replaced with water, believed to be
formation water, flowing at an estimated rate of 4,300 bbl/d. During a second flow period, the well initially produced
water followed by gas at an estimated flow rate of 1 mmscf/d. However again the gas flow decreased and was replaced
with water at an estimated rate of 750 bbl/d.
Following the intermediate testing program, the well was drilled below 2,395m to evaluate the lower part of the
Cretaceous reservoir section. Whilst drilling at 3,396m, approaching the planned depth for setting a liner prior to drilling
into the Jurassic reservoir targets, the well encountered a zone of high formation pressure. As a result hydrocarbon gas,
containing approximately 0.5% hydrogen sulphide, entered into the wellbore and pressure was observed at surface.
The gas influx was contained, removed from the wellbore and flared. The drilling fluid in the wellbore was also replaced
with heavier fluid to control the higher formation pressure encountered at the base of the well. During these operations,
the drill pipe was adversely affected by the hydrogen sulphide within the gas, leading to the drill pipe parting at a depth
of approximately 850m. Operations to retrieve the parted drill pipe resulted in the recovery of 1,100m of drill pipe, with
no further recovery being possible.
The well was then side tracked in the open hole from a depth of 1,750m. The side track has been drilled to approximately
3,360m, and a liner has been run and cemented in place. The well is preparing to drill ahead to evaluate the Jurassic
formations to 3,660m and is expected to penetrate the same formations from which gas containing hydrocarbons and
hydrogen sulphide entered the well in the previous wellbore. Operations are being conducted using drill pipe resistant
to the effects of hydrogen sulphide.
Drilling of the Sangaw North-1 exploration well has taken longer than initially anticipated due to the difficult drilling
conditions encountered in the well. While the presence of commercial hydrocarbons has not yet been demonstrated, the
Company is encouraged by hydrocarbon shows observed in the deeper Cretaceous section and the hydrocarbon gas
observed at 3,396m in the previous wellbore from below a thick sealing interval in the upper Jurassic.
Sterling’s best estimate of gross un-risked prospective recoverable resources for the Jurassic and Triassic reservoir targets
is 3.8 tcf in the case of gas, with the equivalent estimated to be 500 mmbbl in the case of oil. Following the influx of
gas at 3,396m, Sterling considers the chance of finding hydrocarbons in the Jurassic formations to be materially higher
than the independent estimate of around 10% prior to drilling, and that gas with condensate is the most likely
hydrocarbon to be discovered. However, there is currently not sufficient information from the well to directly determine
the volume or type of hydrocarbons present.
4
STERLING ENERGY PLC
Exploration success experienced by other operators confirms the highly prospective nature of the Kurdistan region.
Heritage recently announced a major gas and condensate discovery at Miran West, 45km to the north, with gas in-place
of 9 tcf and well flow rates from individual Jurassic intervals of 26 mmscf/d. Western Zagros reported contingent
resources in Tertiary formations of 850 bcf of gas and 33 mmbbl of condensate following flow testing of the Kurdamir-
1 well, 20km to the southeast of Sangaw North-1, at rates of 27 mmscf/d and 1,170 bopd condensate.
The first sub-period of the exploration phase of the PSC has been extended by one year to allow for the completion of
drilling operations in the Sangaw North-1 well and the evaluation of the results of this well. The first sub-period,
including the one year extension, will now continue until November 2011. The second, and final, sub-period of the
exploration phase of the PSC has a duration of 2 years.
CAMEROON
Ntem (WI 100% & Operator)
The Ntem concession area is a deepwater block situated in the southern Douala/Rio Muni Basin and lies adjacent to the
northern maritime border of the Rio Muni province of Equatorial Guinea. Water depths range from 400m to 2,000m
across the block. During the first term of the concession over 2,100km of 2D and 1,500km2 of 3D seismic data were
acquired, along with the purchase of additional seismic and gravity data.
Sterling’s financial obligations and work programme for the Ntem concession area are currently suspended under the
force majeure provisions of the licence owing to an overlapping maritime border claim between Cameroon and
Equatorial Guinea. However, both countries are actively working to resolve this issue and Sterling understands the border
dispute may be resolved soon.
This large block is undrilled and is well placed with respect to both Tertiary and Upper Cretaceous plays. Many large leads
and prospects have been identified following a detailed interpretation of the extensive 2D and 3D seismic database.
Recent seismic attribute analysis and inversion studies reveal the presence of large and widespread submarine fans with
good exploration potential. Sterling estimates that four of the Cretaceous prospects mapped so far have prospective
recoverable resources of several hundred million barrels each. Sterling intends to farmout an interest in this licence.
Tertiary oil, gas and condensate discoveries made by Noble Energy to the north of the block are now under development,
and further discoveries have been reported this year by Euroil (Bowleven) extending both the Tertiary and Cretaceous
plays. These results highlight the prospectivity of these plays which are well developed in the Ntem block.
MADAGASCAR
Sterling’s Ambilobe and Ampasindava blocks are located in the deepwater basin offshore north-west Madagascar.
Progress of the exploration programmes has remained slow during 2010 due to the political situation in the country.
Since the coup in March 2009, the government of Madagascar has not been recognised by its African neighbours or the
United Nations. Government and presidential elections are planned to take place during 2011.
Prior to November 2010, discussions commenced with OMNIS, the state regulator, to prolong the current exploration
period of both the Ambilobe and Ampasindava production sharing contracts. The outcome of these discussions is
expected in 2011.
Ampasindava (WI 30%)
The production sharing contract (PSC) for Ampasindava is in the third phase of the exploration period with a minimum
work commitment of one exploration well. The large Sifaka prospect is ready to drill and has been independently
estimated to contain a gross un-risked best estimate prospective recoverable resources of 1.2 billion bbl (RISC Competent
Persons Report, March 2008). ExxonMobil (WI 70%, Operator) and Sterling plan to drill this well once political stability
is established.
STERLING ENERGY PLC
5
OPERATIONS REVIEW – continued
Following the farm-in by ExxonMobil in 2005, Sterling’s costs are carried up to a fixed amount. The cost to drill the Sifaka
prospect is estimated to exceed the remaining carry and the Company intends to farm down the current working interest
to cover these costs. It is currently unlikely that an exploration well will commence drilling before 2013.
Ambilobe (WI 100% & Operator)
The PSC for Ambilobe is in the second phase of the exploration period. All work commitments have been fulfilled by
completing geological and geophysical studies and acquiring approximately 1,000km of 2D seismic. A number of leads
of Cretaceous and Tertiary age have been identified, located in both shallow and deep waters. During 2010, further
technical studies have been conducted and the planning of an environmental impact assessment for a 3D seismic survey
has been initiated.
MAURITANIA
Chinguetti (Economic Interest via Funding and Royalty Agreements)
Gross production continued to decline during 2010, but at a reduced rate. Production declined from 8,600 bopd in
January to 7,400 bopd in December. The average production net to Sterling during 2010 was 654 bopd.
As a result of the lower observed decline rate, Sterling estimates that at the end of 2010 Chinguetti held a remaining
6.1 mmbbl of gross 2P reserves that could be accessed with the existing wells. This is reflected in the upwards revision
of Sterling’s net reserves to 0.42 mmbbl.
No in-fill drilling or work-over activity took place on the Chinguetti field during 2010. The annual planned FPSO
shutdown was postponed until 2011.
Petronas, the operator, continues to investigate the potential for a Phase 3 drilling campaign to access contingent
resources from the Chinguetti field. However further development may not be economic and, in the absence of Phase 3,
the field could be abandoned earlier than originally planned.
The joint venture partners in PSC A and PSC B are reportedly negotiating the extension of both contracts with the
Mauritanian Government, as well as discussing potential development options and gas markets for the Banda gas field.
In the event these are extended, Sterling would be entitled to revenue under its royalty interest agreements with Premier
Oil from any commercial development of Banda or other discoveries within these contract areas.
GABON
Iris Marin (WI 32%)
The Iris Marin Production Sharing Contract (Sterling 32% WI) expired on 13 May 2010.
Ibekelia (WI 40% & Operator)
Sterling (40% WI, Operator) and its joint venture partners have discontinued negotiations for a production sharing
contract for the Ibekelia block.
Andrew Grosse
Exploration and Technical Director
25 March 2011
6
STERLING ENERGY PLC
KURDISTAN – SANGAW NORTH
Contract Summary
Contract type
Contract signed
Contract area
Participants
Sterling (Operator)
KNOC
PSC
10 November 2007
492 km2
53.33%*
20%
Addax
*If the KRG’s back-in rights are fully exercised, then Sterling’s
working interest will reduce to 40% and other participants by
the same proportion.
26.67%
Exploration period expires
November 2013
1st Sub-period
1st Sub-period extension
2nd Sub-period
Summary of PSC terms
Royalty
Cost recovery (oil)
Profit share (oil)
Cost recovery (gas)
Profit share (gas)
Tax
3 years
1 year
2 years
10%
40% after royalty
30%-15% sliding scale
53% after royalty
40%-20% sliding scale
Paid from state share of
production
Overview
The Sangaw North block lies approximately 140 km south
east of Erbil, the capital of the Kurdistan region of Iraq.
The block is located 50 km south west of Suleimaniah and
50 km southeast of the giant Kirkuk oil field. It is on trend
with both the Taq Taq oil discovery (90 km) and the
Chemchemal gas and condensate discovery (30 km).
The Sangaw North PSC was awarded for an initial five-
year term. The minimum work commitment for the
1st sub-period (November 2007 to November 2010) of
200 km of 2D seismic has been fulfilled with the
acquisition of 325 km of 2D seismic acquired in
2008/09. Subsequently, the 1st
sub-period was
extended by one year to November 2011. Sterling is
currently drilling the Sangaw North-1 exploration well
which, when completed will satisfy
the work
commitment of the 2nd sub-period.
The block contains a large surface anticline, the sub-surface
structure of which has been mapped by Sterling using the
2D seismic data that was acquired in 2008/09. Results to
date from this large, multi-horizon prospect have not
established commercial amounts of hydrocarbons in the
intervals tested, but they have established the presence of
gas within the shallower horizons of the Cretaceous and in
the upper Jurassic. Further testing of the deeper horizons of
the Cretaceous formations may be undertaken once the
well reaches TD. However deeper reservoir potential, for
both oil and gas/condensate, remains in a number of
Jurassic and Triassic objectives with summed mean gross
un-risked prospective resources in excess of 500 mmbbl in
the case of oil or 3.8 tcf in the case of gas. Drilling of the
deeper section will be undertaken during 1H 2011.
STERLING ENERGY PLC
7
OPERATIONS REVIEW – continued
CAMEROON – NTEM
Contract Summary
Contract type
Contract signed
Concession
14 March 2001
Contract effective date
3 September 2002
Contract area
Participants
2,319 km2
Sterling (Operator)
100%
Licence term remaining
In force majeure,
minimum work and
defined as the ratio of ‘Accrued Net Income’ and
‘Accrued Investments’:
R< 1.5, APD= 0%
1.52.5, APD= 20.0%
e) State may back in for a 10% participating interest in
any development and production area
f) Production concession duration is 25 years, renewable
for 10 years
financial obligations are
Overview
Current work period
15 months to run after
Ntem concession area (100% WI) are currently suspended
suspended
The financial obligations and work programme for the
the lifting of force
majeure
owing to overlapping maritime border claims between
Cameroon and Equatorial Guinea. Both countries are
Minimum work commitment
Drill 1 exploration well
actively working to resolve this issue. Sterling is evaluating
a) Production Bonuses
Average Production
Bonus
the area in the light of recent Tertiary discoveries made by
Rate
Noble Energy to the north of the block. Sterling intends to
50,000 bopd
100,000 bopd
$1 Million
$5 Million
b) Proportional Royalty Annual Production
State
Rate
Entitlement
0-50,000 bopd
50-100,000 bopd
>100,000 bopd
4.0%
6.0%
10.0%
c) Corporation Tax
40% (on net profits)
d) Additional Petroleum Duty (APD), is calculated as a
percentage of the profit subject to corporation tax and
is paid in addition to the corporation tax. R factor is
farmout an interest in this licence.
This large block is undrilled and is well placed with
respect to both Tertiary and Upper Cretaceous plays.
Many large leads and prospects have been identified
following a detailed interpretation of the extensive 2D
and 3D seismic database. Recent seismic attribute
analysis and inversion studies on this dataset reveal the
presence of large and widespread submarine fans with
good exploration potential. Four of the Cretaceous
prospects mapped so far by Sterling have gross un-risked
prospective resources of several hundred million barrels
each based upon Company estimates.
8
STERLING ENERGY PLC
MADAGASCAR
AMBILOBE
Contract Summary
Contract type
Contact signed
PSC
15 July 2004
Overview
The Phase 1 and Phase 2 work programme
commitments were fulfilled by conducting G&G studies,
acquiring approximately 1,000 km of new 2D seismic
Effective start date
28 November 2004
and processing more than 5,000 km of new and vintage
Contract area
Participants
Sterling (Operator)
Exploration term
17,650 km2
2D seismic data.
100%
8 year period with
possible 2 year
extension
In July 2005 Sterling farmed out 70% interest
to
ExxonMobil. 550 km of new 2D seismic data was
purchased and reprocessing of more than 5,500 km of
2D data was undertaken. A number of large leads in
Cretaceous and Tertiary plays have been identified which
Phase 2
Due to end November
will require additional seismic data to evaluate as
2010, extension
discussions ongoing
potential drillable prospects.
In May 2008, Phase 2 of the exploration period was
Phase 2 work commitment
completed
extended by 1 year.
Production term
25 year period with
possible 5-10 year
extension
In early 2009 ExxonMobil withdrew from the PSC and
their interest reverted to Sterling.
Prior to November 2010, discussions commenced to
prolong Phase 2 of the licence.
STERLING ENERGY PLC
9
OPERATIONS REVIEW – continued
AMPASINDAVA
Contract Summary
Contract type
Contact signed
PSC
15 July 2004
Effective start date
28 November 2004
Contract area
Participants
7,379 km2
Exxon Mobil (Operator)
Sterling
70%
30%
Exploration term
8 year period with
Phase 3
possible 2 year
extension
Due to end November
2010, extension
discussions ongoing
Phase 3 work commitment
1 exploration well
Production term
Overview
25 year period with
possible 5-10 year
extension
The Phase 1 and Phase 2 work programme commitments
for the block were fulfilled by completing G&G studies
and acquiring more than 3,000 km of 2D seismic. In July
2005, Sterling farmed out 70% interest to ExxonMobil.
Following acquisition, processing and interpretation of
the new 2D seismic data, Sterling transferred
operatorship to ExxonMobil at the end of 2006.
In late 2007 the Sifaka prospect was selected as the first
prospect for drilling and a site-survey was undertaken.
In November 2008 the joint venture partners elected to
enter Phase 3 of the exploration period which has a firm
well.
The Sifaka Prospect is located in the inboard portion of
the Ampasindava block, in water depths of 500m to
1,800m. Sifaka is mapped as a large structure with the
main reservoir target, Jurassic deep-water turbidite
sandstones, expected
to be encountered at
approximately 3,000m below the seabed.
RISC (Competent Persons Report, March 2008) has
estimated the gross (100%) un-risked prospective
resources for the Sifaka prospect as follows:
Low Estimate (P90)
Best Estimate (P50)
High Estimate (P10)
150 million bbl
1.2 billion bbl
4.8 billion bbl
RISC estimated the mean gross (100%) un-risked
prospective resources to be 2 billion bbl.
The drilling of the Sifaka prospect will be the first
exploration well to test the deepwater potential of
Madagascar.
Prior to November 2010, discussions commenced to
prolong Phase 3 of the licence.
At
the beginning of 2011, Sterling estimate
ExxonMobil’s
remaining carry
is approximately
$37 million towards the gross cost of drilling.
10
STERLING ENERGY PLC
RESERVES SUMMARY
2010
Oil
(000 boe)
2010 2010 2009 2009 2009
Gas Reserves Oil Gas Reserves
(mcf) (000 boe) (000 boe) (mcf) (000 boe)
Volumes of Proven plus Probable Reserves
At 1st January 340
– 340 4,990 80,049 18,331
Asset Disposals –
– – (2,762) (67,328) (13,983)
Revision – USA –
– – (658) (7,607) (1,926)
Revision – Chinguetti(1,2) 320
– 320 (553) – (553)
Production (239)
– (239) (677) (5,114) (1,529)
At 31st December 421
– 421 340 – 340
Notes:
(1) The reserves stated are for the Chinguetti field only and are based on Sterling’s own assessment of reserves, as at 31 December
2010. Sterling’s interest in the Chinguetti field is through its Funding Agreement and Royalty Agreements, Sterling does not have
a direct equity participation in the Chinguetti field. The assessment was made in accordance with the standards and definitions as
set out on page 71.
(2) Sterling has not booked reserves relating to other Mauritanian discoveries, on the basis that there are no approved development
plans for these discoveries.
(3) In accordance with the guidelines of the AIM Market of the London Stock Exchange, Andrew Grosse, B.Sc. (Hons) Geology &
Geophysics (1980), Exploration & Technical Director of Sterling Energy Plc, who has been involved in the oil industry for over
30 years, is the qualified person that has reviewed the assessment of reserves set out above.
STERLING ENERGY PLC
11
SCHEDULE OF INTERESTS
Size Licence Sterling Sterling Operated/
Location (km2) Name Working Net Revenue Non-operated
Interest % Interest %
Africa
Mauritania Offshore 6,969 PSC A n.a Sliding scale royalty over 3% Non-operated
Offshore 8,095 PSC B n.a Sliding scale royalty over 6% Non-operated
(except 5.28% of the
Chinguetti Field)
Chinguetti Funding Agreement n.a Economic interest for Non-operated
with SMH approximately 8% of
Chinguetti project
Cameroon Southern Douala Basin 2,319 Ntem 100% Operator
Madagascar Offshore NW 17,650 Ambilobe(1) 100% Operator
Offshore NW 7,379 Ampasindava(1) 30%(2) Non-operated
Middle East
Iraq Kurdistan 492 Sangaw North 53.33%(3) Operator
(1) The current exploration period was due to end in November 2010. Sterling and Exxon are in discussions with OMNIS, the State oil
Company of Madagascar, with regard to extending the current exploration periods of both licences.
(2) Carried for defined $ amount.
(3) Carried for drilling costs for 1 exploration well up to the point of testing.
12
STERLING ENERGY PLC
FINANCIAL REVIEW
SELECTED FINANCIAL DATA
2010 2009
Chinguetti production bopd 654 906
Year end 2P reserves 000 boe 421 340
Revenue (continuing operations) $million 25.3 22.7
Revenue (discontinued operations) $million – 50.2
EBITDA(1) $million 11.3 10.5
Profit/(loss) after tax $million 5.8 (202.5)
Net cash investment in oil & gas assets $million 12.2 31.7
Year end cash (including partner funds) $million 111.7 113.9
Year end debt $million – –
Year end net cash (including partner funds) $million 111.7 113.9
Average realised oil price (net of hedges) $/bbl 80.44 62.02
Average realised gas price (net of hedges) $/mcf – 5.93
Total cash operating costs per boe (produced) $/boe 38.15 26.52(2)
Year end share price Pence 84 155
Share price growth/(contraction) % (46) 63
(1) EBITDA is calculated as earnings before interest, taxation, depreciation, amortisation, impairment, pre-licence expenditure and share-based payments
on continuing operations.
(2) Excludes discontinued operations.
HIGHLIGHTS
■ Net profit of $5.8 million in 2010;
■ Cash balances at year end were $111.7 million (2009: $113.9 million);
■ Average 2010 Chinguetti production 654 bopd (2009: 906 bopd);
■ Debt free throughout 2010.
REVENUE AND COST OF SALES
2010 production averaged 654 bopd, including Royalty barrels, a decrease of 28% from the 906 bopd averaged in 2009.
Currently, all of the Group’s production is from the Chinguetti field and the Group’s net production is approximately
623 bopd.
Group turnover from continuing operations was $25.3 million (2009: $22.7 million) based on 315,000 barrels sold. This
was primarily as a result of an increased average realised oil price from the Chinguetti liftings during the year to $80.44
per bbl (2009: $68.62 per bbl). Volumes lifted were down 7% compared to 2009.
PROFIT FROM OPERATIONS
The 2010 profit from operations amounted to $7.3 million (2009 loss from continuing operations: $18.0 million).
Chinguetti cost of sales amounted to $13.6 million (2009: $13.5 million) averaging $43.11/bbl (2009: $40.79/bbl).
A $0.2 million (2009: $22.0 million) impairment charge was made in relation to African exploration assets.
Pre-licence exploration costs of $0.7 million (2009: $0.5 million) were written off as required under IFRS.
Administrative costs for continuing operations, after capitalised costs and partner recharges, fell by $1.0 million to $3.7
million in 2010 (2009: $4.7 million). This was due to an increase in costs recovered from joint venture partners,
STERLING ENERGY PLC
13
FINANCIAL REVIEW – continued
and reduced head office costs. This was after a non-cash share option charge of $1.9 million (2009: $0.7 million).
The non-cash share option charge has increased compared to the 2009 charge due to the increased number of options
under the All Staff LTIP and an increase in the share price volatility used to calculate the option value.
EBITDA AND NET PROFIT
EBITDA for continuing operations totalled $11.3 million (2009: $10.5 million).
Net profit after tax totalled $5.8 million (2009: $202.5 million loss). The basic profit per share was $0.03 per share (2009:
US$2.10 loss per share).
Interest revenue and finance costs were a net expense of $1.4 million (2009: net expense $13.6 million) reflecting foreign
exchange losses of $0.6 million on GBP cash balances held at 31 December 2010 which are reported in US Dollars.
Non-cash finance costs of $1.0 million relate to the unwinding of the decommissioning discount on the Chinguetti
abandonment provision. Interest revenue was $0.2 million.
No dividend is proposed to be paid for the year ended 31 December 2010.
CASH FLOW
Net Group cash inflow generated from operating activities was $10.5 million (2009: $33.9 million including discontinued
North America segment).
Net cash investments in oil and gas assets totalled $12.2 million (2009: $31.7 million) primarily comprising of $9.0 million
invested in Kurdistan relating to testing costs on the Sangaw North-1 well, $1.8 million invested in Cameroon, and
$1.0 million invested in Madagascar. The Group’s exploration drilling expenditure for Sangaw North-1 is carried by
Addax, with Sterling paying its share of testing costs.
STATEMENT OF FINANCIAL POSITION
Cash and cash equivalents were $111.7 million at the year end (2009: $113.9 million) of which $10.1 million was held
on behalf of partners, leaving a cash balance of $101.6 million available for Sterling’s own use at 31 December 2010.
At the end of 2010, net assets/total equity stood at $95.8 million (2009: $88.1 million), and non-current assets were
$21.8 million (2009: $11.1 million). This increase was primarily as a result of investment in the Kurdistan and Cameroon
assets. Net current assets decreased to $96.3 million (2009: $98.3 million).
The Group’s Chinguetti decommissioning provision increased during the year by $1.0 million to $22.0 million (2009:
$21.0 million).
HEDGING
At the end of 2010 the Group did not have any oil and gas price derivatives in place.
CAUTIONARY STATEMENT
This financial report contains certain forward-looking statements that are subject to the usual risk factors and
uncertainties associated with the oil and gas exploration and production business. Whilst the Directors believe the
expectation reflected herein to be reasonable in light of the information available up to the time of their approval of this
report, the actual outcome may be materially different owing to factors either beyond the Group’s control or otherwise
within the Group’s control but, for example, owing to a change of plan or strategy. Accordingly, no reliance may be
placed on the forward-looking statements.
Jonathan Cooper
Finance Director and Company Secretary
25 March 2011
14
STERLING ENERGY PLC
CORPORATE SOCIAL RESPONSIBILITY
Sterling is committed to conducting its business in a responsible and sustainable way. Sterling recognises that it has
corporate and social responsibilities to the local communities in the areas in which it operates, to its partners, to its
employees and to its shareholders. In pursuing its business objectives it undertakes not to compromise its corporate or
social responsibilities with any of these stakeholders.
BUSINESS INTEGRITY
The highest ethical standards are the cornerstone of Sterling’s business. Sterling is committed to conducting its business
with integrity, honesty and fairness. All business activities are reviewed to ensure they meet these standards. It also seeks
to ensure that standards are applied by its business partners, contractors and suppliers. All members of staff are
individually accountable for their actions to ensure they apply and maintain these standards.
Sterling is a member of TRACE International Inc., the anti-bribery association. The executive Directors have completed
the TRACE training and assessment.
COMMUNITY RESPONSIBILITY
Sterling is committed to being a good partner in the communities in which the Company operates. Engagement and
dialogue with our local communities is essential in ensuring, where possible, projects benefit both the Company and the
communities in which the project is located. During the year Sterling continued to hire additional local staff and
contractors for both its Suleimaniah office in Kurdistan and its drilling operations on the Sangaw North block. In addition
to employment, Sterling has also assisted with basic infrastructure projects for the local population in the vicinity of the
Sangaw North well site.
EMPLOYEES
Sterling is committed to providing a workplace free of discrimination where all employees are afforded equal
opportunities and are rewarded upon merit and ability. In the implementation of this policy Sterling is committed to
ensuring that all employees are given contracts with clear and fair terms. Staff are offered access to relevant training and
encouraged to join professional bodies to enhance knowledge, competence and career development.
Sterling is committed to achieving the highest possible standards of conduct, accountability and propriety and to a
culture of openness in which employees can report legitimate concerns without fear of penalty or punishment. Sterling
has a whistle blowing policy which empowers employees to be proactive, to stop or report any failure to comply with
legal obligations or Sterling’s regulations, dangers to health and safety, financial malpractice, damage to the
environment, criminal offences and actions which are likely to harm the reputation of the Company. The whistle blowing
policy allows employees to make anonymous reports directly to a non-executive Director.
HEALTH, SAFETY, ENVIRONMENT AND SECURITY (‘HSES’)
It is an objective of Sterling that every individual is aware of his/her responsibility towards providing for a safe and secure
working environment. HSES and social responsibility leadership are core competencies throughout Sterling’s line
management organisation. Sterling’s HSES risks are managed in a systematic way by utilising procedures and appropriate
training of staff, with the aim to reduce these risks to as low as is reasonably practical. Sterling ensures that appropriate
emergency response systems are in place to reduce and mitigate the impact and losses of any incident and any residual
risks and that it is in compliance with all relevant laws, regulations and industry standards. Sterling maximises its influence
with joint venture partners to share its HSES and social responsibility values. Contractors are required to demonstrate and
deliver a credible HSES and social responsibility programme. In order to achieve continual improvement, Sterling is
committed to reviewing its HSES and social responsibility performance each quarter.
Sterling is committed to minimising its impact on the environment in both field operations and within its offices. All staff
share responsibility for monitoring and improving the performance of its environmental policies with the objective of
reducing our impact on the environment on a year on year basis.
STERLING ENERGY PLC
15
BOARD OF DIRECTORS
Alastair Beardsall, executive Chairman, aged 57
Alastair joined Sterling in September 2009. He has been involved in the oil industry over 30 years. For the first 12 years
Alastair worked on international assignments with Schlumberger, the oil-field services Company. From 1992 he began
working for independent exploration and production operators, with increasing responsibility for specific exploration,
development and production ventures.
Between September 2003 and October 2009, Alastair was executive Chairman of Emerald Energy plc during which time
Emerald grew from a market capitalisation of less than £8 million to a size that allowed the Company to enter the FTSE
250 index in January 2009. In October 2009 Emerald was acquired by Sinochem Resources UK Limited for £7.50 per
share in a transaction that valued Emerald Energy at £532 million.
Angus MacAskill, Chief Executive Officer, aged 51
Angus joined Sterling as Chief Executive Officer in November 2010. His career in the oil and gas industry started in 1981
with 5 years at Schlumberger on assignments in Africa. Angus joined Mobil Oil and, during 10 years with the company,
held a number of production, reservoir engineering and managerial posts in the UK and Norway.
Since 1997, Angus has worked for a number of independent exploration and production companies, including Enterprise
Oil and Elixir Petroleum, in commercial, managerial and executive positions of increasing responsibility.
Angus joined Emerald Energy in 2006 as Chief Operating Officer and in December of that year was appointed Chief
Executive Officer. During the following three years, the company experienced material growth following exploration
successes in its assets in South America and the Middle East, prior to being acquired by Sinochem in 2009.
Andrew Grosse, Exploration and Technical Director, aged 52
Andrew joined Sterling in 2002 as the Company’s Exploration Manager, and was appointed as a Director in January
2005. He has extensive international exploration experience with operating oil companies in Africa, the Middle East and
North America.
Prior to joining Sterling, he was British Borneo’s Exploration Manager for the Gulf of Mexico and then for International
New Ventures. He began his career with Gulf Oil in Canada, and has also worked with BP Exploration and Ultramar
Exploration.
Jonathan Cooper, Financial Director and Company Secretary, aged 42
Jonathan joined Sterling as Finance Director in February 2008. He is an experienced finance professional with advisory
experience in the oil and gas industry.
Jonathan began his career with KPMG where he qualified as a Chartered Accountant, and in 1997 joined Dresdner
Kleinwort Wasserstein where he worked as a Director in the Oil and Gas Corporate Finance Team. During this time he
worked on mergers and acquisitions, public offerings and as strategic adviser to a wide range of companies including
Gazprom, Lukoil, OMV, PKN Orlen, Unocal, Petronas and Harvest Natural Resources. Prior to joining Sterling, Jonathan
spent two years working as Finance Director at Gulf Keystone Petroleum.
Nicholas Clayton, non-executive Director, aged 47
Nicholas was appointed a non-executive Director of Sterling in October 2009. Nicholas is chairman of the Audit
Committee and a member of the Remuneration and Nomination Committees.
Nicholas has provided strategic and corporate finance advice to a number of public and private oil and gas companies
since January 2007. Between August 2005 and December 2006 he was Global Co-Head of Oil and Gas Corporate
Finance for Canaccord Adams. For the previous 5 years he held the position of Global Head of Oil and Gas Corporate
Finance for Dresdner Kleinwort Benson, the investment bank, having previously been Global Head of Oil and Gas
16
STERLING ENERGY PLC
Research between 1997 and 2000. Nicholas began his career at BP having obtained a first class honours degree in
Business Studies, sponsored by BP, from Portsmouth Polytechnic in 1985.
He is currently Chairman of Bridge Resources Corp., a Canadian listed Company with operations in the North Sea and
North America. Nicholas also provides strategic advice to Geopark, an AIM-listed Company operating in Chile and
Argentina.
Keith Henry, non-executive Director, aged 66
Keith was appointed a non-executive Director of Sterling in September 2009. He chairs the Remuneration Committee
and is a member of the Audit and Nominations Committees.
He has over 35 years of international business experience in the development, ownership, design and construction of
major facilities worldwide. He was with Brown & Root Limited for 23 years, the last five of which were as Chief Executive
responsible for the Europe, Africa and FSU regions. From 1995 to 1999 he was Chief Executive of National Power Plc,
and then Chief Executive of Kvaerner Engineering and Construction Ltd until June 2003.
Keith serves as Chairman of Regal Petroleum plc and Helius Energy plc, as well as serving as a non-executive Director
and advisor to a number of companies in the engineering, services and energy sectors. He is a Fellow of the Royal
Academy of Engineering.
Malcolm Pattinson, non-executive Director, aged 67
Malcolm was appointed a non-executive Director of Sterling in November 2010. Malcolm is Chairman of the
Nominations Committee and a member of the Audit and Remuneration Committees.
Malcolm is a geoscientist with 40 years of experience. Until 2001 he was the Vice President of exploration for Ranger
Oil (which became CNR); and prior to this he was exploration Vice President for Hamilton Oil (which became BHP). From
2001 to 2006 Malcolm was a consultant for Tullow Oil.
Malcolm is an honorary life member and former chairman of the Petroleum Exploration Society of Great Britain, and was
awarded the medal for outstanding achievement in 1996 by the Petroleum Group of the Geological Society. He is the
chairman of GTO Limited and has recently stepped down as a Director of Aurelian Oil and Gas Plc.
STERLING ENERGY PLC
17
CORPORATE GOVERNANCE
APPLICATION OF COMBINED CODE PRINCIPLES
The Directors are mindful of their duties and responsibilities to all Shareholders and of their statutory duties under the
2006 Companies Act, the core duty of which is to act in good faith and in a way most likely to promote the success of
the Company for the benefit of its members as a whole. As an AIM listed company, the Company is not required to
comply with the Combined Code, however, the Directors are committed to maintaining the highest standards of
corporate governance. This statement describes how the Company has applied the main and supporting principles of
corporate governance set out in the Combined Code published by the Financial Reporting Council in June 2008.
The Company has complied with the provisions set out in the Combined Code with the exception of the matters referred
to below.
Provision A.2.1 During much of 2010, Alastair Beardsall undertook the roles and responsibilities of both CEO and
Chairman. During this time the appropriate challenge existed within the three members of the
executive management, and the three senior and experienced non-executive Directors ensured the
Board’s independence was maintained. The roles and responsibilities of CEO and Chairman were
divided when Angus MacAskill was appointed as CEO on 9 November 2010, with Alastair Beardsall
continuing as executive Chairman. Following Angus MacAskill’s appointment the Company is fully
compliant with provision A.2.1 of the Combined Code.
Provision B.1.3 Non-executive Directors have been awarded share options under the NED LTIP. The NED LTIP and
original option awards were approved, by shareholders, in advance at the December 2009
extraordinary general meeting. Future NED LTIP awards will be voted on by shareholders. Shares
acquired by the exercise of options are not required to be held for at least one year after the non-
executive Director leaves the Board as required under the Combined Code. Notwithstanding the
foregoing, the Board considers each of the non-executive Directors to be independent.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board Composition, Operation and Independence
The Board currently comprises the executive Chairman, three executive Directors and three non-executive Directors. Each
of the executive Directors has extensive knowledge of the oil and gas industry combined with general business skills. All
of the Directors bring independent judgement to bear on issues of strategy, performance, resources, key appointments
and standards. The Board meets regularly throughout the year and all the necessary information is supplied to the
Directors on a timely basis to enable them to discharge their duties effectively.
The Board is responsible to the Shareholders for the proper management of the Company. A Statement of Directors’
Responsibilities in respect of the Financial Statements is set out on page 32.
The Board has a formal schedule of matters specifically reserved for its decision. These include strategic planning,
business acquisitions or disposals, authorisation of major capital expenditure and material contractual arrangements,
changes to the Group’s capital structure, setting policies for the conduct of business, approval of budgets, remuneration
policy of Directors and Senior Management, and taking on debt and approval of Financial Statements. Other matters are
delegated to the Committees of the Board and executive Directors, supported by policies for reporting to the Board.
Non-executive Directors have been issued with share options, under the NED LTIP. The original awards for Nicholas
Clayton, Keith Henry and Richard Stabbins were approved by shareholders on 22 December 2009. It is proposed that
Malcolm Pattinson will be awarded 125,000 options under the NED LTIP. In the opinion of the Board the NED LTIP aligns
the objectives of the non-executive Directors with those of Shareholders. The NED LTIP is not subject to performance
conditions for independence reasons.
18
STERLING ENERGY PLC
Keith Henry is the Senior Independent Director. The Senior Independent Director is available to Shareholders if they have
concerns which, through the normal channels of contact with the Chairman, CEO or Finance Director have not been
resolved or for which such contact is inappropriate.
The Company maintains Directors’ and Officers’ liability insurance cover and provides the Directors with indemnity, the
level of which is reviewed annually.
Meetings and Attendance
The following table summarises the number of Board and committee meetings held during the year and the attendance
record of the individual Directors:
Board Audit Remuneration Nominations
Meetings Committee Committee Committee
Number Meetings in year 8 3 3 3
Alastair Beardsall 8 3* 2* 0
Nicholas Clayton 8 3 3 3
Jonathan Cooper 8 3* 0 0
Andrew Grosse 7 2* 0 0
Keith Henry 8 3 3 3
Angus MacAskill (appointed 9 November 2010) 1 0 0 0
Malcolm Pattinson (appointed 15 November 2010) 1 0 0 0
Richard Stabbins (resigned 31 December 2010) 7 2 3 3
*Denotes attendance by invitation
Induction and Training
New Directors, on their appointment to the Board, are briefed by the Board and management on the activities of the
Group and its key business and financial risks, the Terms of Reference of the Board and its Committees, the list of Board
reserved matters, and the latest financial information about the Group. The Chairman ensures that Directors update their
skills, knowledge and familiarity with the Company to fulfil their roles on the Board and on Board Committees. On-going
training is available as necessary and includes updates from the Company Secretary on changes to the AIM rules, the
Combined Code, requirements under the Companies Act and other regulatory matters. Directors may consult with the
Company Secretary at any time on matters related to their role on the Board. All Directors have access to independent
professional advice at the Company’s expense.
Evaluation of the Board’s Performance
Performance evaluation takes place for individual Directors, the Board and its Committees and includes assessing the
effectiveness of the Board as a whole. The evaluation of performance is carried out using peer appraisal questionnaires
which combines business and personal performance and includes discussions with the Senior Independent Director and
the Senior Independent Director with the Chairman. Aspects of performance include attendance and participation at
Board meetings, quality of involvement in Committees, commitment and effectiveness of their contribution to Board
activities (including the AGM and shareholder communications), the adequacy of training and non-executive Directors’
Independence. The process is conducted and reviewed by the Senior Independent Director, on behalf of the Nomination
Committee; the Company Secretary is advised of its completion. The performance of the Chairman is reviewed annually
STERLING ENERGY PLC
19
CORPORATE GOVERNANCE – continued
in a meeting of the non-executive Directors, led by the Senior Independent Director. This review takes into account the
views of executive Directors.
Retirement and Re-election
The Company’s Articles of association require that any Director who has been a Director at the preceding two annual
general meetings and who was not appointed or re-appointed by the Company, retire and stand for re-election. All new
Directors appointed since the previous annual general Meeting need to stand for election at the following annual general
meeting.
SUB-COMMITTEES
The Board has appointed the following sub-committees:
Audit Committee
This Committee currently comprises Nicholas Clayton, Keith Henry and Malcolm Pattinson, under the Chairmanship of
Nicholas Clayton. It reviews the interim and annual financial statements, internal control matters and the scope and
effectiveness of the external audit. The external auditors have unrestricted access to the Chairman of the Audit
Committee. Audit Committee meetings are also attended by the external auditor where appropriate and, by invitation,
the Chairman, Chief Executive Officer, Finance Director and Exploration and Technical Director.
Audit Committee Report for 2010
The Audit Committee met three times during the year. During these meetings the Audit Committee considered the
following:
(cid:129) the integrity of the financial statements and other formal announcements relating to the Group’s financial
performance and, in particular, reviewed the judgments that are contained within the financial statements;
(cid:129) the Group’s internal control and risk management policies and systems, and their effectiveness;
(cid:129) Sterling’s whistle blowing procedures to ensure that its employees are able to raise concerns, in confidence, about
possible wrongdoing in financial reporting and other matters;
(cid:129) the requirements for an internal audit function in the context of the Group’s overall risk management system. The
Committee is satisfied that the Group does not currently require an internal audit function, however, it will continue
to monitor the situation;
(cid:129) the relationship with the external auditor, in particular satisfying itself as to the independence of the external auditor.
During the year the Group undertook a competitive audit tender process. Following this process, BDO LLP was
appointed as the Group’s auditors. The Committee recommends that the Board presents the resolution to the
shareholders at the 2011 AGM to reappoint BDO LLP as external auditors; and
(cid:129) monitoring a policy on the engagement of the external auditors to supply non-audit services, taking into account
relevant guidance regarding the provision of non-audit services by the external audit firm.
Nominations Committee
The members of this Committee are currently Nicholas Clayton, Keith Henry and Malcolm Pattinson under the
Chairmanship of Malcolm Pattinson. The Nominations Committee considers the composition of the Board and makes
recommendations on the appointment of new Directors. The Nomination Committee also co-ordinates the performance
evaluation of Directors and Senior Management and considers those candidates presenting themselves for election at
the AGM.
20
STERLING ENERGY PLC
Nominations Committee Report for 2010
The Nomination Committee met three times during the year during 2010.
Angus MacAskill and Malcolm Pattinson offer themselves for election at the AGM following their appointments
9 November 2010 and 15 November 2010 respectively. Jonathan Cooper and Andrew Grosse retire by rotation and offer
themselves for re-election at the AGM. Their biographical details, provided on pages 16 to 17, demonstrate the range
of experience and skills which each brings to Sterling. The Nominations Committee and the Board considers that their
performance continues to be effective and that each Director has the necessary commitment to fulfil their respective
roles.
Remuneration Committee
The members of the Committee are Keith Henry, Nicholas Clayton and Malcolm Pattinson under the Chairmanship of
Keith Henry. Further details on the roles and responsibilities of the Remuneration Committee are described in greater
detail in the Report on Directors’ Remuneration, set out in pages 23 to 27.
COMMUNICATIONS WITH SHAREHOLDERS
The Board is accountable to the Company’s shareholders and as such it is important for the Board to appreciate the
aspirations of the shareholders and equally that the shareholders understand how the actions of the Board and short-
term financial performance relate to the achievement of the Company’s longer term goals.
The Board reports to the shareholders on its stewardship of the Company through the publication of interim and final
results each year. Press releases are issued throughout the year and the Company maintains a website
(www.sterlingenergyplc.com) on which press releases, corporate presentations and the annual report and accounts are
available to view. Additionally this annual report contains extensive information about the Company’s activities. Enquiries
from individual shareholders on matters relating to the business of the Company are welcomed. Shareholders and other
interested parties can subscribe to receive notification of news updates and other documents from the Company via
email. In addition the executive Directors meet with major shareholders to discuss the progress of the Company.
The executive Chairman provides periodic feedback to the Board following meetings with shareholders. The Senior
Independent Director also attends some shareholder meetings to ensure the Board is appraised of all feedback provided
by such meetings.
The annual general meeting provides an opportunity for communication with all Shareholders and the Board encourages
the Shareholders to attend and welcomes their participation. The Directors attend the annual general meeting and are
available to answer questions. Details of resolutions to be proposed at the annual general meeting to be held on 28 April
2011 can be found in the notice of the meeting, on pages 76 to 78.
INTERNAL CONTROLS
In September 1999 the Turnbull Guidance (Internal Control: Guidance for Directors on the Combined Code) was
published, and revised in October 2005.
The Directors acknowledge their responsibility for establishing and maintaining the Group’s and the Company’s systems
of internal control. These are designed to safeguard the assets of the Group and to ensure the reliability of financial
information for both internal use and external publication.
The Group’s internal control procedures include Board approval for all significant projects. All major expenditures require
either senior management or Board approval at the appropriate stages of each transaction. A system of regular reporting
covering both technical progress of projects and the state of the Group’s financial affairs provides appropriate
information to management to facilitate control. The Board reviews, identifies, evaluates and manages the significant
risks that face the Group.
STERLING ENERGY PLC
21
CORPORATE GOVERNANCE – continued
Any systems of internal control can only provide reasonable, and not absolute, assurance that material financial
irregularities will be detected or that the risk of failure to achieve business objectives is eliminated. The Directors, having
reviewed the effectiveness of the system of internal financial, operational and compliance controls and risk management,
consider that the system of internal control operated effectively throughout the financial year and up to the date the
financial statements were signed.
CONFLICTS OF INTEREST
The Company has in place procedures for the disclosure and review of any conflicts, or potential conflicts of interest
which the Directors may have and for the authorisation of such conflicts by the Board. In deciding whether to authorise
a conflict matter or a potential conflict the Directors must have regard to their general duties under the Companies Act
2006.
22
STERLING ENERGY PLC
REMUNERATION REPORT
REMUNERATION COMMITTEE
The Remuneration Committee is comprised of Keith Henry, Nicholas Clayton and Malcolm Pattinson. Keith Henry is the
Chairman of the Remuneration Committee. The Committee makes recommendations to the Board, within its agreed
terms of reference, on the structure and overall remuneration package for executive Directors and reviews the
remuneration for other senior employees. Non-executive Directors’ fees are considered and agreed by the Board.
The Remuneration Committee is permitted to appoint independent advisors to assist in the determination of level of
remuneration.
REMUNERATION POLICY
The Company’s policy on Directors’ remuneration is that the overall remuneration package should be sufficiently
competitive to attract, retain and motivate high quality executives capable of achieving the Group’s objectives and
thereby enhancing shareholder value. The package consists of salary, performance related bonus and share options
awarded under the All Staff Long Term Incentive Plan, with the balance between these components being salaries at
levels around the middle of the range of salaries for peer companies and material additional remuneration resulting from
performance adding materially to shareholder value. Sterling acknowledges the benefit of the executive Directors
accepting appointments as non-executive Directors of other companies; if they accept more than two such appointments
they are required to pass their fees for those appointments to the Company. The details of individual components of the
executive remuneration package and service contracts are discussed below:
Basic Salary and Benefits: The salary and benefits are reviewed annually. Currently the Remuneration Committee uses
remuneration data collected from published accounts and surveys of peer companies and does not use executive
remuneration consultants. The Committee reviews this method on a regular basis.
Performance Related Bonuses: Performance bonuses are awarded to executive Directors by the Board, upon
recommendations by the Remuneration Committee. Prior to each year the Remuneration Committee considers the levels
of potential bonus payments and the corresponding set of objectives for which bonuses may be payable. At the end of
each year the Remuneration Committee considers if the objectives have been achieved as well as individual contribution
to the performance of the Group. The maximum level of performance bonus is capped as a percentage of annual salary.
Long Term Incentive Plans: In 2009 the Company reviewed the existing share based incentive schemes currently in
place to motivate and incentivise its employees, and also took independent advice. Based on this review the Company
proposed a new All Staff Long Term Incentive Plan as being the most effective way to deliver the incentives that the Board
believes will continue to align the interests of the employees and shareholders. Shareholders approved this plan at the
December EGM held on 22 December 2009.
With effect from 2009, awards are made in the form of options to acquire shares in the Company at the shares’ nominal
value. The All Staff LTIP is designed as a three year plan and the Company intends to grant annual awards in October
each year based on the recommendations of the Remuneration Committee.
During the year and following a recommendation from the Remuneration Committee the performance period for the
All Staff LTIPs awarded during the period 1 October 2009 to 30 September 2010 was amended by the Board. The original
performance period was one year, which was amended to three years (the amended period from 1 October 2009 to
30 September 2012). The performance conditions for options granted under the All Staff LTIP will remain unchanged.
The Remuneration Committee made its recommendation based on several considerations; to bring the length of the
performance period in-line with other similar long term incentive plans, and as the performance conditions to be satisfied
before the options vest are measured as relative performance compared to the performance of the FTSE 350 index and
not as absolute share price performance, this amendment does not re-base the performance parameters of the original
awards.
STERLING ENERGY PLC
23
REMUNERATION REPORT – continued
Awards are made on similar terms to non-executive Directors of the Company, under a separate plan the NED LTIP.
Awards under the NED LTIP are made by the Board and are not be subject to performance conditions for independence
reasons.
Pensions: The Group operates a number of defined contribution pension schemes pursuant to which it contributes
10% per cent of pensionable salary per eligible member.
Fees: The fees for non-executive Directors are determined by the Board within the limits stipulated in the Articles of
Association. The non-executive Directors are not involved in any discussions or decision about their own remuneration.
SERVICE CONTRACTS
Each of the executive Directors has a service contract with the Company, details of which are as follows:
Director Commencement Date of current Base annual Notice
of appointment contract salary period
Alastair Beardsall 8 September 2009 1 January 2011 £80,000* 6 months
Jonathan Cooper 4 February 2008 1 October 2009 £195,700 12 months
Andrew Grosse 11 February 2002 1 October 2009 £226,600 12 months
Angus MacAskill 9 November 2010 9 November 2010 £250,000 6 months
*As of 1 January 2011 contracted to devote 20% of his working time to the business of Sterling Energy Plc.
The salaries paid to the Directors are reviewed annually with the most recent salary review being implemented on
1 January 2011.
Non-executive Directors do not have service contracts, but instead each has a letter of appointment setting out the terms
and conditions of their appointment, details of which are as follows:
Director Commencement Date of Base fees
of appointment current contract per annum
Nicholas Clayton 1 October 2009 1 October 2009 £30,000
Keith Henry 8 September 2009 8 September 2009 £30,000
Malcolm Pattinson 15 November 2010 15 November 2010 £30,000
Save for the fees outlined above and the share options awarded under the NED LTIP, the non-executive Directors are not
entitled to any other benefits or arrangements.
Except as disclosed above, there are no service contracts or letters of appointment in force between any Director with
the Company or the Group as at the date of this document.
The Company has granted an indemnity to its Directors (including subsidiary undertakings) under which the Company
will, to the maximum extent possible, indemnify them against all costs, charges, losses and liabilities incurred by them in
the performance of their duties.
The Company provides limited Directors’ and officers’ liability insurance, at a cost of approximately $68,000 in 2010
(2009 – $98,000).
24
STERLING ENERGY PLC
DIRECTORS AND THEIR INTERESTS
Directors’ Remuneration and Share Options
Aggregate remuneration (audited)
Compensation Production Defined
Fees and for loss Royalty contribution Benefits Total Total
basic salary of office Bonus Entitlement pension in kind 2010 2009
£ £ £ £ £ £ £ £
Executive Directors
Alastair Beardsall 220,000 – 99,000 – 22,000 5,581 346,581 72,429
(appointed 8 September 2009)
Jonathan Cooper 190,000 – 42,750 – 19,000 2,883 254,633 257,581
Andrew Grosse 236,923 – 60,500 – 22,000 4,728 324,151 404,596
Angus MacAskill 36,218 – – – 3,622 – 39,840 –
(appointed 9 November 2010)
Graeme Thomson 104,026 185,753 – – 36,706 52 326,537 751,003
(resigned 22 December 2009)
Harry Wilson – – – – – – – 722,079
(resigned 30 June 2009)
Non-Executive Directors
Chris Callaway – – – – – – – 11,500
(resigned 1 May 2009)
Nicholas Clayton 30,000 – – – – – 30,000 7,500
(appointed 1 October 2009)
Keith Henry 30,000 – – – – – 30,000 9,462
(appointed 8 September 2009)
Malcolm Pattinson 3,885 – – – – – 3,885 –
(appointed 15 November 2010)
Richard Stabbins 30,000 – – – – – 30,000 46,846
(resigned 31 December 2010)
Peter Wilde – – – – – – – 34,500
(resigned 1 October 2009)
Aggregate
remuneration 2010 881,052 185,753 202,250 – 103,328 13,244 1,385,627 –
Aggregate
remuneration 2009 1,199,752 33,150 64,500 848,438 156,523 15,133 – 2,317,496
Directors’ interests in LTIP’s are accounted for under IFRS 2 (Share-based payments), accounting charges in the period are
detailed in note 26.
STERLING ENERGY PLC
25
REMUNERATION REPORT – continued
Share Options (audited)
Details of options to acquire ordinary shares in the Company under the scheme approved in 2001 are as follows. The
exercise price is shown in pence as this is the price at which the options are denominated under the scheme:
1st January 31st December Exercise Exercise
2010 Granted 2010 price period
Andrew Grosse 37,500 – 37,500 160p Up to 18/10/2012
37,500 – 37,500 500p Up to 09/03/2014
12,500 – 12,500 680p Up to 28/01/2015
37,500 – 37,500 960p Up to 29/06/2016
Total 125,000 – 125,000
Directors’ interests in Sterling Save As You Earn Option Scheme (‘SAYE’) (audited)
The Directors’ interests in the SAYE scheme set up in 2008 are as follows:
1st January Cancelled 31st December Option Earliest Latest
2010 in year 2010 price exercise date exercise date
Jonathan Cooper 10,101 – 10,101 95.04p 01/12/2011 01/06/2012
Andrew Grosse 10,101 – 10,101 95.04p 01/12/2011 01/06/2012
20,202 – 20,202
Directors’ interests in the Sterling 2007 Long Term Incentive Plan (‘LTIP’) (audited)
The Directors’ interests in the 2007 LTIP are as follows:
1st January 31st December Exercise Earliest Latest
2010 Lapsed Granted Excercised 2010 price exercise date* exercise date*
Jonathan Cooper 105,000 – – – 105,000 40p 14/02/2011 14/05/2011
Andrew Grosse 105,950 (42,975) – – 62,975 40p 08/10/2010 14/05/2011
210,950 (42,975) – – 167,975
*If the Company is in a closed period the earliest and latest date of exercise may vary.
All Staff Long-Term Incentive Plan (audited)
The Directors’ interests in the All Staff LTIP are as follows:
1st January 31st December Exercise Earliest Latest
2010 Granted Exercised 2010 price exercise date exercise date
Alastair Beardsall** 1,125,000 – – 1,125,000 40p 01/10/2012 30/09/2014
Jonathan Cooper 400,000 192,893 – 592,893 40p 01/10/2012 30/09/2015
Andrew Grosse 475,000 223,350 – 698,350 40p 01/10/2012 30/09/2015
Angus MacAskill – 1,000,000 – 1,000,000 40p 01/10/2013 30/09/2015
2,000,000 1,416,243 – 3,416,243
**In recognition of Alastair Beardsall’s efforts in the fund raising and the September 2009 Placing, and as a means of retention, 50 per
cent of the options awarded to him in 2009 will vest without performance criteria in October 2012, always provided he remains
employed by the Company at that time.
26
STERLING ENERGY PLC
Non-executive Directors Long-Term Incentive Plan (audited)
The non-executive Directors’ interests in the NED LTIP are as follows:
1st January 31st December Exercise Earliest Latest
2010 Lapsed Granted Exercised 2010 price exercise date* exercise date*
Nicholas Clayton*** 125,000 – – – 125,000 40p 01/10/2012 30/09/2014
Keith Henry*** 125,000 – – – 125,000 40p 01/10/2012 30/09/2014
Richard Stabbins*** 125,000 (72,916) – – 52,084 40p 31/03/2011 30/06/2011
375,000 (72,916) – – 302,084
***Approved by shareholders at the EGM held on 22 December 2009.
*If the Company is in a closed period the earliest and latest date of exercise may vary.
The rules of the LTIP schemes are summarised in note 26.
For and on behalf of the Board
Keith Henry
Chairman, Remuneration Committee
25 March 2011
STERLING ENERGY PLC
27
DIRECTORS’ REPORT
The Directors present their annual report on the affairs of Sterling and its subsidiaries, together with the financial
statements and auditors’ report for the year ended 31 December 2010.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
The principal activity of the Group throughout the year remained the exploration for and production of oil and gas in
Africa, and the Middle East. The significant developments during 2010 and the other activities of the Group, as well as
the future strategy and prospects for the Group, are reviewed in detail in the Chairman’s Statement, the Chief Executive’s
Review, the Operational Review and the Financial Review.
The Group operates through overseas branches and subsidiary undertakings as appropriate to the fiscal environment.
Significant subsidiary undertakings of the Group are set out in note 16 to the financial statements.
The Group uses a number of key performance indicators (KPI’s) to assess the business performance against strategy.
These are net debt ($), Reserves (million boe), EBITDA ($), production (bopd) and share price growth and analysis of the
KPI’s can be found in the Financial Review.
RESULTS AND DIVIDENDS
The Group profit for the financial year was $5.8 million (2009: loss of $202.5 million). This leaves an accumulated Group
retained deficit of $431.4 million (2009: deficit $439.2 million) to be carried forward. As a result of the accumulated
retained deficit of $371.5 million of the Company at the end of 2010 (2009: deficit $381.6 million), the Directors do not
recommend the payment of a dividend (2009: nil).
GOING CONCERN
The Company’s business activities, together with the factors likely to affect its future development, performance and
position are set out in the operations review on pages 4 to 10. The financial position of the Company, its cash flows and
liquidity position are described in the financial review on pages 13 to 14. In addition, note 25 to the financial statements
include the Company’s objectives, policies and processes for managing its capital; its financial risk management
objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk.
The Company has sufficient cash resources for its working capital needs and its committed capital expenditure
programme at least for the next 12 months. As a consequence, the Directors believe the Company is well placed to
manage its business risks successfully despite the current uncertain economic outlook.
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational
existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the
annual financial statements.
CAPITAL STRUCTURE
Details of the issued share capital, together with details of the movements in the Company’s issued share capital during
the year, are shown in note 18 to the financial statements. The Company has one class of ordinary share which carries
no right to fixed income. Each share carries the right to one vote at general meetings of the Company.
There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the
general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements
between holders of the Company’s shares that may result in restrictions on the transfer of securities or on voting rights.
Details of the employee share schemes are set out in note 26.
No person has any special rights of control over the Company’s share capital and all issued shares are fully paid.
28
STERLING ENERGY PLC
DIRECTORS
The Directors who served during the year were as follows:
Mr. Alastair Beardsall
Mr. Nicholas Clayton
Dr. Jonathan Cooper
Mr. Andrew Grosse
Mr. Keith Henry
Mr. Angus MacAskill (appointed 9 November 2010)
Mr. Malcolm Pattinson (appointed 15 November 2010)
Dr. Richard Stabbins (resigned 31 December 2010)
Biographical details of serving Directors can be found in the Board of Directors section of this report.
DIRECTORS’ ELECTION AND ROTATION
With regard to the appointment and replacement of the Directors, the Company is governed by its Articles of
Association, the Combined Code, the Companies Acts and related legislation. The powers of Directors are described in
the Corporate Governance section.
In accordance with article 110 of the Company’s Articles of Association Angus MacAskill and Malcolm Pattinson offer
themselves for election at the forthcoming AGM on 28 April 2011.
In accordance with article 106 of the Company’s Articles of Association Jonathan Cooper and Andrew Grosse retire by
rotation and offer themselves for re-election at the forthcoming AGM.
DIRECTORS’ AND THEIR INTERESTS
The Directors, who served during the year and subsequently, together with their beneficial interests in the issued share
capital of the Company, were as follows:
Ordinary shares 23-March 31-December 31-December
of 40p each 2011 2010 2009
Alastair Beardsall** 500,000 500,000 500,000
Nicholas Clayton* 132,500 132,500 125,000
Jonathan Cooper** 58,012 58,012 58,012
Andrew Grosse** 696,211 696,211 696,211
Keith Henry* 500,000 500,000 500,000
Angus MacAskill** – – –
Malcolm Pattinson* 12,810 12,810 –
Richard Stabbins* n/a 300,000 289,481
* non-executive Director, member of the Audit, Remuneration and Nominations Committees.
** Executive Director.
Beneficial shareholdings include the shareholdings of a Director’s spouse and infant children.
Of the above interests, Dr Richard Stabbins includes 140,000 (2009: 140,000) 40 pence ordinary shares held by Montrose
Industries Limited a Company in which he has a direct 84.4% holding and is a Director.
STERLING ENERGY PLC
29
DIRECTORS’ REPORT – continued
SUBSTANTIAL SHAREHOLDING
Except for the holdings of ordinary shares listed below, the Company has not been notified by or become aware of any
persons holding 3% or more of the 219,363,506 issued ordinary shares of 40 pence each of the Company at 23 March
2011:
Number %
Waterford Finance and Investment Limited 65,384,217 29.81
Invesco Asset Management Limited 44,886,777 20.46
Mr. Denis O’Brien 16,190,443 7.38
Artemis Investment Management Limited 11,138,885 5.08
SUPPLIER PAYMENT POLICY AND PRACTICE
The Company’s and Group’s policy is to settle terms of payment with suppliers when agreeing each transaction, ensuring
that suppliers are made aware of the terms of payment and abide by them. At the 2010 year end, the number of supplier
days outstanding for the continuing operations of the Group was 69 days (2009: 60 days).
CHARITABLE AND POLITICAL CONTRIBUTIONS
During the year the Group made charitable donations of $2,500 (2009: $5,000), principally to local charities serving the
communities in which the Group operates. No political contributions were made during the year.
BUSINESS RISK
The Group’s business is subject to risks inherent in oil and gas exploration, development and production activities. There
are a number of potential risks and uncertainties which could have a material impact on the Group’s long-term
performance and could cause actual results to differ materially from expected and historical results. The Company has
identified certain risks pertinent to its business including:
Category Risk
Strategic and Economic Inappropriate or inaccurate strategy and plans
Failure to deliver on strategy and plans
Business environment changes
Significant competition
Regulatory barriers to entry
Operations in territories which are susceptible to political, fiscal and social instability
Limited diversification
Shareholder concentration
Operational HSE incident or non-compliance
Poor field performance
Failure to add value through exploration
Licences, permits and/or approvals maybe difficult to sustain
Reliance on other operators
Commercial Failure to access new opportunities
Failure to maximise value from existing interests
Loss of control of key assets
Dissatisfied stakeholders
Failure to negotiate optimal contract terms
Reserve and production estimations are not exact determinations
Regulatory compliance and legal
30
STERLING ENERGY PLC
Category Risk
Human Resources and Failure to recruit and retain key personnel
Management Processes Human error or deliberate negative action
Inadequate management processes
Insufficient timely information available to the management and the Board
Financial Restrictions in capital markets impacting available financial resource
Oil or gas price volatility impacting both revenues and reserves
Counterparty default
Cost escalation and budget overruns
Fiscal changes
Operations under-insured
Foreign currency risk
The Directors regularly monitor such risks, using information obtained or developed from external and internal sources,
and will take actions as appropriate to mitigate these. Effective risk mitigation is critical to Sterling in achieving its
strategic objectives and protecting its assets, personnel and reputation. Sterling manages its risks by maintaining a
portfolio of projects and by seeking to ensure it is in compliance with the terms of its agreements, and through the
application of appropriate policies and procedures, and via the recruitment and retention of a team of skilled and
experience professionals.
FINANCIAL INSTRUMENTS
Information about the use of financial instruments, the Group’s policy and objectives for financial risk management is
given in note 25 to the financial statements.
AUDITORS
Each of the persons who is a Director at the date of approval of this Annual Report confirms that:
(cid:129) so far as the Director is aware, there is no relevant audit information of which the Company’s auditors are unaware;
and
(cid:129) the Directors have taken all the steps that they ought to have taken as a Director in order to make themselves aware
of any relevant audit information and to establish that the Company’s auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies
Act 2006.
During the year the Group undertook a competitive audit tender process. Following this process, BDO LLP was appointed
as the Group’s auditors.
BDO LLP has expressed its willingness to continue in office as auditors and a resolution to appoint BDO will be proposed
at the forthcoming annual general meeting.
Jonathan Cooper
Director
25 March 2011
STERLING ENERGY PLC
31
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors
have elected to prepare the Group and Company financial statements in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and
Company and of the profit or loss of the Group and Company for that period. The Directors are also required to prepare
financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the
Alternative Investment Market.
In preparing these financial statements, the Directors are required to:
(cid:129) select suitable accounting policies and then apply them consistently;
(cid:129) make judgements and accounting estimates that are reasonable and prudent;
(cid:129) state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any
material departures disclosed and explained in the financial statements; and
(cid:129) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company
will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are
also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
WEBSITE PUBLICATION
The Directors are responsible for ensuring the annual report and the financial statements are made available on a
website. Financial statements are published on the Company’s website in accordance with legislation in the United
Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity of the financial statements contained therein.
DIRECTORS’ RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
(cid:129) the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and
fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included
in the consolidation taken as a whole; and
(cid:129) the annual report includes a fair review of the development and performance of the business and the position of
the Company and the undertakings included in the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face.
For and on behalf of the Board
Angus MacAskill,
Director
25 March 2011
32
STERLING ENERGY PLC
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF
STERLING ENERGY PLC
We have audited the financial statements of Sterling Energy Plc for the year ended 31 December 2010 which comprise
the consolidated statement of comprehensive income, the consolidated and company statement of changes in equity,
the consolidated and company statement of financial position, the consolidated and company statement of cash flows
and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent
company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of paragraph 16 of the
Companies Act 2006. 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 auditors’ 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.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the
financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
The directors have voluntarily chosen to comply with the requirements of the Listing Rules and Schedule 8 of the Large
and Medium-Sized Companies and Groups (Accounts and Reports Regulations) 2008 made under Section 421 of the
Companies Act 2006 (“Schedule 8”) with regard to the directors’ remuneration report.
Our responsibility is to audit and express an opinion on the directors’ remuneration report as if the company were a Listed
company.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
A description of the scope of an audit of financial statements is provided on the APB’s website at
www.frc.org.uk/apb/scope/private.cfm.
OPINION OF THE FINANCIAL STATEMENTS
In our opinion:
(cid:129) the financial statements give a true and fair view of the state of the group’s and the parent company’s affairs as at
31 December 2010 and of the group’s profit for the year then ended;
(cid:129) the group and parent company financial statements have been properly prepared in accordance with IFRSs as
adopted by the European Union;
(cid:129) the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union and as applied in accordance with the provisions of the Companies Act 2006;
(cid:129) the financial statements have been prepared in accordance with the requirements of the Companies Act 2006; and
(cid:129) the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the information given in the directors’ report for the financial year for which the financial statements are
prepared is consistent with the financial statements.
STERLING ENERGY PLC
33
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF
STERLING ENERGY PLC – continued
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
(cid:129) adequate accounting records have not been kept by the parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
(cid:129) the parent company financial statements are not in agreement with the accounting records and returns; or
(cid:129) certain disclosures of directors’ remuneration specified by law are not made; or
(cid:129) we have not received all the information and explanations we require for our audit.
Scott Knight, Senior Statutory Auditor
For and on behalf of BDO LLP,
Statutory Auditor
London
United Kingdom
25 March 2011
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
34
STERLING ENERGY PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 December 2010
31st December 2010 31st December 2009
Note $000 $000
Continuing operations
Revenue 4 25,314 22,709
Cost of sales 6 (13,565) (13,498)
Gross profit 11,749 9,211
Other administrative expenses (3,649) (4,684)
Impairment of oil and gas assets (152) (22,055)
Pre-licence exploration costs (698) (512)
Total administrative expenses (4,499) (27,251)
Profit/(loss) from operations 5 7,250 (18,040)
Finance income 8 224 13
Finance costs 8 (1,629) (13,605)
Profit/(loss) before tax 5,845 (31,632)
Tax 9 – –
Profit/(loss) for the year from continuing operations 5,845 (31,632)
Discontinued operations
Loss for the year from discontinued operations 10 – (170,851)
Profit/(loss) for the year attributable to the
owners of the parent 5,845 (202,483)
Other comprehensive income/(expense)
Hedge movement – (15,574)
Currency translation adjustments (127) 1,155
Revaluation of investments (12) 12
Total other comprehensive expense for the year (139) (14,407)
Total comprehensive income/(expense) for the year
attributable to the owners of the parent 5,706 (216,890)
Basic profit/(loss) per share (USc)
From continuing operations 12 2.66 (32.75)
From continuing & discontinued operations 12 2.66 (209.66)
Diluted profit/(loss) per share (USc)
From continuing operations 12 2.65 (32.75)
From continuing & discontinued operations 12 2.65 (209.66)
STERLING ENERGY PLC
35
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 2010
31st December 2010 31st December 2009
Note $000 $000
Non-current assets
Intangible royalty assets 13 824 1,818
Intangible exploration and evaluation assets 14 20,793 8,957
Property, plant and equipment 15 175 305
Investments – 18
21,792 11,098
Current assets
Inventories 901 4,367
Trade and other receivables 17 17,695 2,578
Cash and cash equivalents 111,679 113,859
130,275 120,804
Total assets 152,067 131,902
Equity
Share capital 18 148,573 148,537
Share premium 378,859 378,859
Investment revaluation reserve – 12
Currency translation reserve (235) (108)
Retained deficit (431,380) (439,161)
Total equity 95,817 88,139
Non-current liabilities
Long-term provisions 21 22,231 21,238
22,231 21,238
Current liabilities
Trade and other payables 22 34,019 22,525
34,019 22,525
Total liabilities 56,250 43,763
Total equity and liabilities 152,067 131,902
The financial statements of Sterling Energy Plc, registered number 1757721 were approved by the Board of Directors
and authorised for issue on 25 March 2011.
Signed on behalf of the Board of Directors
Jonathan Cooper, ACA
Director
Angus MacAskill,
Director
36
STERLING ENERGY PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2010
Investment Currency
Share Share revaluation translation Hedge Retained
capital premium reserve reserve reserve deficit* Total
$000 $000 $000 $000 $000 $000 $000
At 1 January 2009 42,749 351,334 – (1,263) 15,574 (237,178) 171,216
Loss for the year – – – – – (202,483) (202,483)
Investment revaluation – – 12 – – – 12
Currency translation adjustments – – – 1,155 – – 1,155
Hedge movement – – – – (15,574) – (15,574)
Issued share capital 105,788 27,525 – – – – 133,313
Share option charge for the year – – – – – 500 500
At 31 December 2009 148,537 378,859 12 (108) – (439,161) 88,139
Profit for the year – – – – – 5,845 5,845
Investment revaluation – – (12) – – – (12)
Currency translation adjustments – – – (127) – – (127)
Issued share capital 36 – – – – – 36
Share option charge for the year – – – – – 1,936 1,936
At 31 December 2010 148,573 378,859 – (235) – (431,380) 95,817
* The share option reserve has been included within the retained deficit reserve.
STERLING ENERGY PLC
37
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended 31 December 2010
31st December 2010 31st December 2009
Note $000 $000
Operating activities
Cash generated from operations 24 10,460 33,936
Net cash flow from operating activities 10,460 33,936
Investing activities
Interest received 224 837
Purchase of property, plant and equipment (178) (23,567)
Exploration and evaluation costs (12,030) (8,121)
Proceeds on disposal of subsidiaries – 85,812
Proceeds on disposal of available for sale assets 20 –
Proceeds on disposal of fixtures and fittings 8 9
Net cash (used in)/generated from investing activities (11,956) 54,970
Financing activities
Net proceeds from issue of ordinary shares 36 133,314
Repayments on loan facilities – (122,909)
Interest paid and banking charges (14) (8,768)
Net cash flow generated from financing activities 22 1,637
Net (decrease)/increase in cash and cash equivalents (1,474) 90,543
Cash and cash equivalents at beginning of year 113,859 23,854
Effect of foreign exchange rate changes (706) (538)
Cash and cash equivalents at end of year 111,679 113,859
38
STERLING ENERGY PLC
COMPANY STATEMENT OF FINANCIAL POSITION
31 December 2010
31st December 2010 31st December 2009
Note $000 $000
Non-current assets
Property, plant and equipment 15 15 25
Investments 16 223,137 221,386
223,152 221,411
Current assets
Inventories 901 4,367
Trade and other receivables 17 47,185 28,978
Cash and cash equivalents 100,936 106,265
149,022 139,610
Total assets 372,174 361,021
Equity
Share capital 18 148,573 148,537
Share premium 378,859 378,859
Retained deficit (371,480) (381,565)
Total equity 155,952 145,831
Non-current liabilities
Long-term provisions 21a 22,032 20,987
22,032 20,987
Current liabilities
Trade and other payables 22 194,189 194,203
194,189 194,203
Total liabilities 216,221 215,190
Total equity and liabilities 372,174 361,021
The financial statements of Sterling Energy Plc, registered number 1757721 were approved by the Board of Directors
and authorised for issue on 25 March 2011.
Signed on behalf of the Board of Directors
Jonathan Cooper, ACA
Director
Angus MacAskill,
Director
STERLING ENERGY PLC
39
COMPANY STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2010
Share Share Hedge Retained
capital premium reserve deficit* Total
$000 $000 $000 $000 $000
At 1 January 2009 42,749 351,334 6,542 (228,890) 171,735
Loss for the year – – – (153,175) (153,175)
Hedge movement – – (6,542) – (6,542)
Issued share capital 105,788 27,525 – – 133,313
Share option charge for the year – – – 500 500
At 31 December 2009 148,537 378,859 – (381,565) 145,831
Profit for the year – – – 8,149 8,149
Issued share capital 36 – – – 36
Share option charge for the year – – – 1,936 1,936
At 31 December 2010 148,573 378,859 – (371,480) 155,952
* The share option reserve has been included within the retained deficit reserve.
COMPANY STATEMENT OF CASH FLOWS
Year ended 31 December 2010
31st December 2010 31st December 2009
Note $000 $000
Operating activities
Cash used from operations 24 (4,478) (3,034)
Net cash flow used in operating activities (4,478) (3,034)
Investing activities
Interest received 224 2,356
Capital expenditure – (1,076)
Proceeds on disposal of subsidiary 8 –
Net cash generated from investing activities 232 1,280
Financing activities
Net proceeds from issue of ordinary shares 36 133,314
Repayments on loan facilities – (122,909)
Repayments from subsidiaries – 90,317
Interest paid and banking charges (6) (8,047)
Net cash flow generated from financing activities 30 92,675
Net (decrease)/increase in cash and cash equivalents (4,216) 90,921
Cash and cash equivalents at beginning of year 106,265 15,432
Effect of foreign exchange rate changes (1,113) (88)
Cash and cash equivalents at end of year 100,936 106,265
40
STERLING ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2010
1. ACCOUNTING POLICIES
a) General information
Sterling Energy Plc is a public Company incorporated in the United Kingdom under the UK Companies Act. The
address of the registered office is 5 Chancery Lane, London, WC2A 1LG. The Company and the Group are
engaged in the exploration for, and development and production of, oil and gas.
These financial statements are presented in US dollars as this is the currency in which the majority of the Group’s
revenues and expenditure are transacted and the functional currency of the Company.
b) Basis of accounting and adoption of new and revised standards
(i) New and amended standards adopted by the Group:
The following new standards and amendments to standards are mandatory for the first time for the Group for
financial year beginning 1 January 2010. Except as noted, the implementation of these standards is not expected
to have a material effect on the Group.
Standard
Effective date
Impact on initial application
IAS 27 – Amendment –
1 Jul 2009
The amendment affects the acquisition of subsidiaries
Consolidated and Separate
Financial Statements
achieved in stages and disposals of interests. Amendment
does not require the restatement of previous transactions.
IFRS 3 – Revised – Business
1 Jul 2009
The revision to IFRS 3 introduced a number of changes in
Combinations
accounting for acquisition costs and recognition of
intangible assets in business combinations. The revised
standard does not require the restatement of previous
business combinations.
IAS 39 – Amendment –
1 Jul 2009
The amendment clarifies the principles for determining
Financial Instruments:
Recognition and Measurement:
Eligible Hedged Items
eligibility of hedged items.
IFRS 2 – Amendment –
1 Jan 2010
The amendments clarifies that where a parent (or another
Group Cash-settled Share-
based Payment Transactions
group entity) has an obligation to make a cash-settled share-
based payment to another group entity’s employees or
suppliers, the entity receiving the goods or services should
account for the transaction as equity – settled.
Improvements to IFRSs
(2009)
Generally
1 Jan 2010
The
improvements
in this Amendment clarify the
requirements of IFRSs and eliminate inconsistencies within
and between Standards. The improvements did not have
any impact on the current or prior years’ financial
statements.
IFRIC 17 – Distributions of
1 Jan 2010
The interpretation provides guidance on how to measure
Non-cash Assets to Owners
distribution of assets other than cash.
IFRIC 18 – Transfer of Assets
1 Jan 2010
The interpretation clarifies the treatment of agreements in
from Customers
which an entity receives from a customer an item of
property that it must use to provide the customer with an
on-going access to goods or services.
STERLING ENERGY PLC
41
NOTES TO THE FINANCIAL STATEMENTS – continued
1. ACCOUNTING POLICIES – continued
Standard
Effective date
Impact on initial application
IFRIC 9/ IAS 39 –
1 Jan 2010
The amendment clarifies the treatment of embedded
Amendment – Embedded
derivatives in host contracts that are classified out of fair
Derivative
value through profit or loss.
IFRIC 16 – Hedges of a Net
1 Jan 2010
The interpretation provides guidance for application of
Investment in a Foreign
Operation
hedge accounting in foreign operations.
No other IFRS issued and adopted but not yet effective are expected to have an impact on the Group’s financial
statements.
(ii)
Standards, amendments and interpretations, which are effective for reporting periods beginning after the date
of these financial statements which have not been adopted early:
Standard
Description
IAS 32
IFRIC 19
IFRS 1
IAS 24
Amendment – Classification of Right Issues
Extinguishing Financial Liabilities with Equity Instruments
Amendment – First Time Adoption of IFRS
Revised – Related Party Disclosures
IFRIC 14
Amendment – IAS 19 Limit on a defined benefit asset
IFRS 7*
IFRS 1*
IAS 12*
IFRS 9*
Amendment – Transfer of financial assets
Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters
Improvements to IFRSs (2010)*
Deferred Tax: Recovery of Underlying Assets
Financial instruments
Effective date
1 Feb 2010
1 Jul 2010
1 Jul 2010
1 Jan 2011
1 Jan 2011
1 Jul 2011
1 Jul 2011
1 Jan 2011
1 Jan 2012
1 Jan 2013
The Group has not yet assessed the impact of IFRS 9. Except for the amended disclosure requirements of IAS 24
(the above revised standards), amendments and interpretations are not expected to materially affect the Group’s
reporting or reported numbers.
*Not yet endorsed by European Union.
c) Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Group
has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to
adopt the going concern basis of accounting in preparing the financial statements. Further detail is contained in
the Directors Report.
d) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities
controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the
Company has the power to govern the financial and operating policies of an invested entity so as to obtain
benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of
comprehensive income and expense from the effective date of acquisition or up to the effective date of disposal,
as appropriate.
42
STERLING ENERGY PLC
1. ACCOUNTING POLICIES – continued
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting
policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses
are eliminated on consolidation.
As a consolidated Group statement of comprehensive income and expense is published, a separate statement of
comprehensive income and expense for the parent Company has not been published in accordance with section
408 of the Companies Act 2006.
Jointly controlled operations are arrangements in which the Group holds an interest on a long term basis which
are jointly controlled by the Group and one or more ventures under a contractual arrangement. The Group’s
exploration, development and production activities are sometimes conducted jointly with other companies in this
way. Since these arrangements do not constitute entities in their own right, the consolidated financial statements
reflect the relevant proportion of costs, revenues, assets and liabilities applicable to the Group’s interests.
e)
Revenue
Sales of oil and gas are recognised, net of any sales taxes when goods are delivered or the title has passed to the
customer. Interest income is accrued on a time basis by reference to the principal outstanding and at the effective
interest rate applicable. Royalties and tariff income are recognised as earned on an entitlement basis. Dividend
revenue from investments is recognised when the shareholders’ rights to receive payment have been established.
f)
Oil and gas interests
Exploration and evaluation assets
The Group accounts for oil and gas exploration under the full cost method having regard to the requirements of
IFRS 6 Exploration for and Evaluation of Mineral Resources. E&E costs are initially capitalised within intangible
assets. Such E&E costs include licence acquisition costs, geological and geophysical costs, costs of drilling
exploration and appraisal wells, and an appropriate share of overheads. E&E costs are capitalised and
accumulated in cost pools which are not larger than a segment. Expenditures incurred before the Group has
obtained the legal rights to explore a specific area are expensed in the year that they are incurred.
Following the disposal of the North American business the Group has two continuing oil and gas segments;
Africa and the Middle East (Continuing), and North America (Discontinued).
Costs relating to the exploration and evaluation of oil and gas interests are carried forward until the existence or
otherwise of commercial reserves has been determined.
If commercial reserves have been discovered, the related E&E assets are assessed for impairment and the resultant
carrying value is then reclassified as oil and gas assets within property, plant and equipment, on a field by field
basis.
E&E assets that are determined not to have resulted in the discovery of commercial reserves remain capitalised as
intangible E&E assets at cost, subject to the relevant cost pool meeting an impairment test as set out below.
STERLING ENERGY PLC
43
NOTES TO THE FINANCIAL STATEMENTS – continued
1.
ACCOUNTING POLICIES – continued
Under the full cost method, impairment tests on E&E assets are conducted on an individual cost pool basis,
including any development or producing assets, when facts and circumstances suggest that the carrying amount
in the pool may exceed its recoverable amount. Such indicators include the point at which a determination is
made as to whether or not commercial reserves exist. Where the E&E assets concerned fall within the scope of
an established full cost pool, the E&E assets are tested for impairment together with all development and
production assets associated with that cost pool, as a single cash-generating unit. The aggregate carrying value
is compared against the expected recoverable amount of the pool, generally by reference to the present value of
the future cash flows expected to be delivered from production of commercial reserves. Where the E&E assets to
be tested fall outside the scope of any established cost pool, there will generally be no commercial reserves and
if the E&E is determined as unsuccessful the E&E assets concerned will be written off in full. Any impairment loss
is separately recognised within the statement of comprehensive income.
Development and production assets
Development and production assets are generally accumulated on a field-by-field basis and include the cost of
developing the commercial reserves discovered and bringing them into production, together with the E&E
expenditures, incurred in finding commercial reserves, transferred from intangible E&E assets as outlined above.
Depletion is provided for on a cash-generating unit basis on a unit of production basis over the life of the proven
and probable commercial reserves taking into account the expected future costs to extract all such reserves.
An impairment test is performed on an individual cash-generating unit whenever events and circumstances
indicate that the carrying value of an asset may exceed its recoverable amount. The recoverable amount is
assessed as the present value of the future cash flows expected to be derived from production of commercial
reserves.
The cash-generating unit basis is generally the field, however, oil and gas assets, including infrastructure assets,
may be accounted for on an aggregated basis where such assets are economically inter-dependent.
Property, plant and equipment assets other than oil and gas assets
Property, plant and equipment other than oil and gas assets are stated at cost, less accumulated depreciation,
and any provision for impairment. Depreciation is provided at rates estimated to write off the cost, less estimated
residual value, of each asset over its expected useful life as follows:
Computer and office equipment – 33% straight line
g)
Decommissioning
Provisions for decommissioning costs are recognised in accordance with IAS 37 Provisions, Contingent Liabilities
and Contingent Assets. Provisions are recorded at the present value of the expenditures expected to be required
to settle the Group’s future obligations.
Provisions are reviewed at each reporting date to reflect the current best estimate of the cost at present value.
The unwinding of the discount is reflected as a finance cost. A decommissioning asset is also established, since
the future cost of decommissioning is regarded as part of the total investment to gain access to future economic
benefits, and included as part of the cost of the relevant development and production asset. Depletion on this
asset is calculated under the unit of production method based on commercial reserves.
44
STERLING ENERGY PLC
1.
h)
ACCOUNTING POLICIES – continued
Intangible royalty interests
The carrying value of each individual royalty interest is initially stated at cost, and amortised on the unit of
production basis relative to the underlying asset and assessed individually for impairment when there is an
indication that an impairment event may have occurred.
i)
Foreign currencies
The US dollar is the functional and reporting currency of the Company and the reporting currency of the Group.
Transactions denominated in other currencies are translated into US dollar at the rate of exchange ruling at the
date of the transaction. Assets and liabilities in other currencies are translated into US dollars at the rate of
exchange ruling at the reporting date. All exchange differences arising from such translations are dealt with in
profit or loss.
The results of entities with a functional currency other than the US dollar are translated at the average rates of
exchange during the period and their statement of financial position at the rates ruling at the reporting date.
Exchange differences arising on translation of the opening net assets and on translation of the results of such
entities are dealt with through the currency translation reserve.
j)
Taxation
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported
in the statement of comprehensive income because it excludes items of income or expense that are taxable or
deductible on other years and it further excludes items that are never taxable or deductible. The Group’s liability
for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred
tax assets are recognised to the extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and
associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary
differences and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or
the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, except when
it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
STERLING ENERGY PLC
45
NOTES TO THE FINANCIAL STATEMENTS – continued
1.
k)
ACCOUNTING POLICIES – continued
Investments
Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under
a contract whose terms require delivery of the investment within the timeframe established by the market
concerned, and are initially measured at cost, including transaction costs.
Group investments are classified as available-for-sale and are measured at subsequent reporting dates at fair
value. Gains and losses arising from changes in fair value are recognised in other comprehensive income, until
the investment is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously
recognised in equity is included in the profit or loss of the period. Impairment losses recognised in profit or loss
for equity investments classified as available-for-sale are not subsequently reversed through profit or loss.
Non-current investments in subsidiary undertakings are shown in the Company’s Statement of Financial Position
at cost less any provision for permanent diminution of value.
l)
Operating leases
Rentals under operating leases are charged on a straight-line basis over the lease term.
m)
Financial instruments
Derivative financial instruments
Financial assets and financial liabilities are recognised on the Group’s statement of financial position when the
Group becomes party to the contractual provision of the instrument. During 2010 the Group did not use any
derivative financial instruments to manage risk. Historically, the Group used derivative financial instruments to
manage its exposure to movements in oil and gas prices. Derivatives financial instruments are stated at fair value.
The purpose for which a derivative is used is established at inception. To qualify for hedge accounting, the
derivative must be ‘highly effective’ in achieving its objective and this effectiveness must be documented at
inception and throughout the period of the hedge relationship. The hedge must be assessed on an ongoing basis
and determined to have been ‘highly effective’ throughout the financial reporting periods for which the hedge
was designated.
For the purpose of hedge accounting, hedges are classified as either fair value hedges, when they hedge the
exposure to changes in the fair value of a recognised asset or liability, or cash flow hedges, when they hedge
exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised
asset or liability or forecasted transaction.
In relation to fair value hedges which meet the conditions for hedge accounting, any gain or loss from re-
measuring the derivative and the hedged item at fair value is recognised immediately in the Statement of
Comprehensive Income. Any gain or loss on the hedged item attributable to the hedged risk is adjusted against
the carrying amount of the hedged item and recognised in the Statement of Comprehensive Income.
For cash flow hedges, the portion of the gains and losses on the hedging instrument that is determined to be an
effective hedge is taken to equity and the ineffective position, as well as any change in time value, is recognised
in the Statement of Comprehensive Income. The gains and losses taken to equity are subsequently transferred to
the Statement of Comprehensive Income during the period in which the hedged transaction affects the
Statement of Comprehensive Income or if the hedge is subsequently deemed to be ineffective. A similar
treatment applies to foreign currency loans which are hedges of the Group’s net investment in the net assets of
a foreign operation.
46
STERLING ENERGY PLC
1.
ACCOUNTING POLICIES – continued
Financial assets at fair value through profit and loss (FVTPL)
Financial assets are classified as FVTPL where the financial asset is either held for trading or it is designated as at
FVTPL.
A financial asset is classified as held for trading if:
(cid:129)
(cid:129)
(cid:129)
it has been acquired principally for the purpose of selling in the near future; or
it is a part of an identified portfolio of financial instruments that the Group manages together and has a
recent actual pattern of short-term profit-taking; or
it is a derivative that is not designated and effective as a hedging instrument.
A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial
recognition if:
(cid:129)
(cid:129)
such designation eliminates or significantly reduces a measurement or recognition inconsistency that
would otherwise arise; or
the financial asset forms part of a group of financial assets or financial liabilities or both, which is
managed and its performance is evaluated on a fair value basis, in accordance with the Group's
documented risk management or investment strategy, and information about the Group is provided
internally on that basis; or
(cid:129)
it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial
Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be
designated as at FVTPL.
Financial assets at FVTPL are stated at fair value, with any resultant gain or loss recognised in profit or loss. The
net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset.
Fair value is determined in the manner described in note 25.
Trade receivables
Trade receivables are measured at initial recognition at their fair value and subsequently at amortised cost, unless
the effect of the time value of money is immaterial. Appropriate allowances for estimated irrecoverable amounts
are recognised in profit or loss when there is objective evidence that the asset is impaired.
Cash and cash equivalents
Cash and cash equivalents comprise demand deposits, and other short term highly liquid investments, with an
original maturity of less than 3 months, and are readily convertible to a known amount of cash and are subject
to an insignificant risk of change in value.
Trade payables
Trade payables are stated initially at their fair value and subsequently at their amortised cost.
STERLING ENERGY PLC
47
NOTES TO THE FINANCIAL STATEMENTS – continued
1.
ACCOUNTING POLICIES – continued
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a residual interest in the asset of
the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the
proceeds received net of direct issue costs.
Embedded derivatives
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives
where their risks and characteristics are not closely related to those of the host contracts and the host contracts
are not measured at FVTPL.
An embedded derivative is presented as a non-current asset or a non-current liability if the remaining maturity of
the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to
be realised or settled within 12 month. Other derivatives are presented as current assets or current liabilities.
n)
Pension costs
The Group operates a number of defined contribution pension schemes. The amount charged to the Statement
of Comprehensive Income for these schemes is the contributions payable in the year. Differences between
contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in
the Statement of Financial Position.
o)
Share-based payments
The Company and Group have applied the requirements of IFRS 2 Share-based payments. The Company issues
equity share-based payments to certain employees. The fair value of these awards has been determined at the
date of the grant of the award allowing for the effect of any market-based performance conditions. This fair
value, adjusted by the estimate of the number of awards that will eventually vest as a result of non-market
conditions, is expensed uniformly over the vesting period.
The fair values are calculated using an option pricing model with suitable modifications to allow for employee
turnover before vesting and early exercise. The inputs to the model include: the share price at the date of grant;
exercise price; expected volatility; expected dividends; risk-free rate of interest; and patterns of exercise of the
plan participants.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the
options, measured immediately before and after the modification, is also charged to the Consolidated Statement
of Comprehensive Income over the remaining vesting period.
p)
Over/(under) lift
Lifting or off take arrangements for oil and gas produced in certain of the Group’s operations are such that each
participant may not receive and sell its precise share of the overall production in each period. The resulting
imbalance between cumulative entitlement and cumulative liftings is ‘underlift’ or ‘overlift’. Underlifts are valued
at the lower of cost and net realisable value and overlifts are valued at market value. Adjustments are made to
cost of sales and balances included within receivables and payables as appropriate.
48
STERLING ENERGY PLC
1.
q)
ACCOUNTING POLICIES – continued
Inventories
The Group’s share of any material and equipment inventories is accounted for at the lower of cost and net
realisable value. Net realisable value is the estimated selling price less the estimated costs of completion and the
estimated costs necessary to make the sale. The cost of inventories comprises all costs of purchase, costs of
conversion and other costs incurred in bringing the inventories to their present location and condition.
r)
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable
that the Group would be required to settle that obligation. Provisions are measured at the management’s best
estimate of the expenditure required to settle the obligation at the reporting date, and are discounted to present
value where the effect is material.
s)
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision makers. The chief operating decision makers have been identified as the executive and the
non-executive Board members.
The operating results of each of the geographical segments are regularly reviewed by the Group’s chief operating
decision makers in order to make decisions about the allocation of resources and to assess their performance.
Africa has exploration and production activities, the Middle East has exploration activities and the United
Kingdom office is an administrative cost centre.
2. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, which are described in note 1, the Directors are required to
make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions are based on historical experience
and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and future periods.
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, are discussed below.
Commercial reserves
Commercial reserves are proven and probable oil and gas reserves, calculated on an entitlement basis. Estimates
of commercial reserves underpin the calculation of depletion and amortisation on a unit of production basis.
Estimates of commercial reserves include estimates of the amount of oil and gas in place, assumptions about
reservoir performance over the life of the field and assumptions about commercial factors which, in turn, will be
affected by the future oil and gas price.
STERLING ENERGY PLC
49
NOTES TO THE FINANCIAL STATEMENTS – continued
2.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY – continued
Impairment of assets
Management is required to assess the oil and gas assets for indicators of impairment. The carrying value of oil
and gas assets is disclosed in notes 13, 14 and 15. The carrying value of related investments in the Company
statement of financial position is disclosed in note 16. As part of this assessment, management has carried out
an impairment test on the Chinguetti oil and gas assets within property, plant and equipment. This test compares
the carrying value at the reporting date with the expected discounted cash flows from the relevant projects.
For the discounted cash flows to be calculated, management has used a production profile based on its best
estimate of proven and probable reserves and a range of assumptions including a 10% pre-tax discount rate and
an internally estimated oil price profile. Exploration and evaluation assets are subject to a separate review for
indicators of impairment, by reference to the impairment indicators set out in IFRS 6, which is inherently
judgemental.
Decommissioning
The Group has obligations in respect of decommissioning in Mauritania. The extent to which a provision is
recognised depends on the legal requirements at the date of decommissioning, the estimated costs and timing
of the work and the discount rate applied. Decommissioning estimates for the Chinguetti field are based on a
range of operator estimates which are currently under further review by the operator and the Chinguetti
partners. Sterling believes the field could be abandoned earlier than originally planned and allowance has been
made for this in the calculation of the obligation.
Fair values
The determination of the fair values of oil and gas properties, particularly exploration and evaluation assets,
requires the use of estimates similar to those described above.
Share-based payments
Management is required to make assumptions in respect of the inputs used to calculate the fair value of share
based payment arrangements. Details of these can be found in note 26.
Embedded derivatives
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives
where their risks and characteristics are not closely related to those of the host contracts and the host contracts
are not measured at FVTPL.
An embedded derivative is presented as a non-current asset or a non-current liability if the remaining maturity of
the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to
be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.
3.
OPERATING SEGMENTS
The Group’s two continuing operating segments are its Africa and Middle East segments. The UK corporate office
is a technical and administrative cost centre. The operating results of each of these segments are regularly
reviewed by the Group’s chief operating decision makers in order to make decisions about the allocation of
resources and to assess their performance.
The accounting policies of these segments are in line with those set out in note 1.
50
STERLING ENERGY PLC
3.
OPERATING SEGMENTS – continued
The following tables present revenue, profit and certain asset and liability information regarding the Group’s
business segments for the year ended 31 December 2010, and for the year ended 31 December 2009.
Africa
Middle East
North America
(discontinued)
Total
2010 2009 2010 2009 2010 2009 2010 2009
$000 $000 $000 $000 $000 $000 $000 $000
Income Statement
Revenue 25,314 22,709 – – – 50,199 25,314 72,908
Cost of sales (13,565) (13,498) – – – (44,104) (13,565) (57,602)
Gross profit 11,749 9,211 – – – 6,095 11,749 15,306
Impairment provision (152) (22,055) – – – (72,085) (152) (94,140)
Pre-licence
exploration costs (698) (512) – – – (18) (698) (530)
Loss on disposal of
assets – – – – – (682) – (682)
Segment result 10,899 (13,356) – – – (66,690) 10,899 (80,046)
Unallocated
corporate expenses (3,649) (15,487)
Profit/(loss) from operations 7,250 (95,533)
Profit/(loss) on disposal of subsidiary – (118,820)
Finance income 224 837
Finance costs (1,629) (14,979)
Profit/(loss) before tax 5,845 (228,495)
Tax – 26,012
Profit/(loss) attributable to owners of the parent 5,845 (202,483)
Profit/(loss) for the year from continuing operations 5,845 (31,632)
Profit/(loss) for the year from discontinued operations – (170,851)
5,845 (202,483)
Corporate
Africa
Middle East
North America
(discontinued)
Total
2010
2009 2010 2009 2010 2009 2010 2009 2010 2009
$000
$000 $000 $000 $000 $000 $000 $000 $000 $000
Other segment information
Capital additions
Property, plant and equipment 178
Exploration and evaluation –
Depreciation & amortisation (299)
Impairment provision –
210 – 1,048 – – – 22,309 178 23,567
– 3,045 2,001 8,985 189 – 5,231 12,030 7,421
(294) (1,003) (5,193) – – – (28,391) (1,302) (33,878)
– (152) (22,055) – – – (72,085) (152) (94,140)
Statement of financial position
Non-current assets* 159
297 12,268 10,421 9,365 380 – – 21,792 11,098
Segment assets** 102,004 108,488 7,841 5,500 20,430 6,816 – – 130,275 120,804
(3,299) (34,692) (34,100) (19,685) (6,364) – – (56,250) (43,763)
Segment liabilities*** (1,873)
Revenue from continuing operations includes amounts of $24.0 million from one single customer (2009: $17.4 million).
*Segment non-current assets include $9.4 million in Cameroon (2009: $7.6 million) and $9.4 million in Kurdistan (2009:
$0.4 million).
**Carrying amounts of segment assets exclude investments in subsidiaries.
***Carrying amounts of segment liabilities exclude intra-group financing.
STERLING ENERGY PLC
51
NOTES TO THE FINANCIAL STATEMENTS – continued
4.
REVENUE
Total
2010 2009
$000 $000
Continuing operations
Revenue from the sale of oil and gas 23,978 21,455
Royalty income 1,336 1,254
Total operating revenue 25,314 22,709
Finance revenue 224 13
25,538 22,722
Discontinued operations (see note 10)
Total operating revenue – 50,199
Finance revenue – 823
– 51,022
25,538 73,744
Revenue from the sale of oil and gas of continuing operations is stated net of $nil hedge income/expense in
relation to cash settlements under hedging contracts (2009: income $4,011,000).
5.
PROFIT/(LOSS) FROM OPERATIONS
Profit/(loss) from continuing operations is stated after charging:
Total
2010 2009
Note $000 $000
Staff costs 7 5,772 5,954
Share based payments 7 1,936 500
Depletion of oil and gas assets 6 994 5,190
Impairment expense 3 152 22,055
Depreciation of other non-current assets 308 295
Net foreign exchange losses 8 551 265
An analysis of auditor's remuneration is as follows:
Fees payable to the Company's auditors for the
audit of the Company's annual accounts 62 84
Audit of the Company's subsidiaries pursuant to legislation 31 55
Other services – interim review – 78
Total audit fees 93 217
Tax advisory services to previous auditors 36 68
Total non audit fees 36 68
52
STERLING ENERGY PLC
6.
COST OF SALES
2010 2009
$000 $000
Amortisation and depletion of oil and gas properties 994 5,190
Operating costs 9,105 8,777
Over/(under) lift of product entitlement 3,466 (469)
13,565 13,498
Continuing operations
7.
EMPLOYEE INFORMATION
The average monthly number of employees of the Group (including executive Directors) was:
2010 2009
Africa & Middle East 20 17
North America (to 2 December 2009) – 33
Corporate Support Staff 14 17
34 67
Group employee costs during the year (including executive Directors) amounted to:
Continuing operations
2010 2009
$000 $000
Wages and salaries 4,912 4,925
Social security costs 497 501
Other pension costs 363 528
Share-based payments 1,936 500
7,708 6,455
A portion of the Group’s staff costs and associated overheads are recharged to the joint venture partners,
expensed as pre-licence expenditure or capitalised where they are directly attributable to on-going capital
projects. In 2010 this portion amounted to $6,807,000 (2009: $5,885,000).
8.
FINANCE INCOME AND FINANCE COSTS
2010 2009
$000 $000
Interest revenue:
Interest revenue on short-term deposits 224 13
224 13
Continuing operations
Finance costs:
Interest on bank loans and bank charges 14 12,406
Unwinding of discount on decommissioning provision 1,045 708
Unwinding of discount on production royalty bonus provision 19 226
Exchange differences 551 265
1,629 13,605
STERLING ENERGY PLC
53
NOTES TO THE FINANCIAL STATEMENTS – continued
9.
TAXATION
The difference between the tax credit of $nil (2009: $nil) and the amount calculated by applying the applicable
standard rate of tax is as follows:
2010 2009
$000 $000
Deferred tax – origination and reversal of timing differences – –
Current tax credit – –
Total credit – –
Continuing operations
2010 2009
$000 $000
Profit/(loss) before tax on continuing operations 5,845 (31,632)
Total
Tax on profit/(loss) on ordinary activities at standard UK corporation
tax rate of 28% (2009: 28%) 1,637 (8,857)
Effects of:
Expenses not deductible for tax purposes 866 7,581
Capital allowances in excess of depreciation (3,644) (2,318)
Other temporary differences (25) 228
Adjustment for tax losses 1,166 3,366
Tax charge for the year – –
10.
DISCONTINUED OPERATIONS
The sale of the US business completed on 2 December 2009, on which date control of the USA business passed
to the acquirer, and Sterling repaid all bank debt.
In addition to the initial consideration, there is a three year ‘upside sharing agreement’, under which Sterling is
entitled to a 40% share of the annual excess net production proceeds if the average business’ realised oil price
exceeds $90 per barrel and/or the realised gas price exceeds $9 per mcf in any of 2010–2012. The Company has
analysed the Henry Hub and WTI forward curves over the agreement period, and assessed accounting disclosure
required in the period (IAS 37/IAS 39) and has accounted for the agreement as a financial asset embedded
derivative as the outcome of the agreement relates to commodity prices over future dates. At 31 December 2010
the value of the upside sharing agreement was determined to be insignificant, and therefore no amount has been
recognised. See notes 1 and 25 for full accounting disclosure.
The results of the Group’s discontinued USA operations for 2009 are shown on the consolidated statement of
comprehensive income and in notes 3 and 4. Upon completion the Group recognised cash inflow of $85.8
million, transaction costs of $3.9 million, and a loss of $170.8 million.
54
STERLING ENERGY PLC
10.
DISCONTINUED OPERATIONS – continued
Period ended
2nd December
2009
$000
Revenue 50,199
Expenses (128,242)
Loss before tax (78,043)
Attributable tax expense 26,012
Loss on disposal of discontinued operations (118,820)
Net loss attributable to discontinued operations (170,851)
11.
PROFIT ATTRIBUTABLE TO THE COMPANY
The profit for the financial year dealt within the Company accounts of Sterling Energy Plc was $8,149,000 (2009:
loss of $153,175,000). As provided by s408 of the Companies Act 2006, no individual statement of
comprehensive income and expense is provided in respect of the Company.
12.
PROFIT/(LOSS) PER SHARE
The calculation of basic profit per share is based on the Group consolidated profit for the financial year of
$5,845,000 (2009: loss $202,483,000) and on 219,332,806 (2009: 96,577,765) ordinary shares, being the
weighted average number of ordinary shares in issue. For the year ended 31 December 2010, the basic earnings
per share were 2.66 US¢ per share (2009: loss 209.66 US¢ per share).
For the year ended 31 December 2010, the fully diluted earnings per share were 2.65 US¢ per share (2009: n/a).
This is computed based on 220,865,039 (2009: 96,577,765) ordinary shares, being the total used for the
computation of the basic earnings per share as adjusted in assuming the exercise of 1,532,233 of the 7,745,726
options granted or approved for grant as at 31 December 2010.
For the year ended 31 December 2010, the basic and diluted earnings per share from discontinued operations
were nil US¢ per share (2009: loss 176.91 US¢ per share). The calculation of basic and diluted loss per share from
discontinued operations for the financial year is based on a discontinued profit for the year of $nil (2009: loss
$170,851,000) and on 219,332,806 (2009: 96,577,765) ordinary shares, being the weighted average number of
ordinary shares in issue.
13.
INTANGIBLE ROYALTY ASSETS
Group
$000
Net book value at 1 January 2009 3,791
Amortisation charge for the year (1,147)
Impairment charge for the year (826)
Net book value at 31 December 2009 1,818
Amortisation charge for the year (994)
Net book value at 31 December 2010 824
STERLING ENERGY PLC
55
NOTES TO THE FINANCIAL STATEMENTS – continued
13.
INTANGIBLE ROYALTY ASSETS – continued
Group net book value at 31 December 2010 comprises the value of rights to future royalties in respect of the
Group’s agreements covering licences PSC A and PSC B in Mauritania. The value of these royalty interests is
dependent upon future oil and gas prices and the development and production of the underlying oil and gas
reserves.
An impairment assessment and any subsequent charge are calculated on an individual royalty interest basis.
Future recoverable amounts are estimated by management based on the present value of future cash flows
expected to be derived from the production of commercial reserves in these licences and are compared against
the carrying value of these assets.
14.
INTANGIBLE EXPLORATION AND EVALUATION (E&E) ASSETS
Group
$000
Net book value at 1 January 2009 125,756
Additions during the year 7,422
Transfer to PPE (700)
Disposals during the year – US sale (45,743)
Amortisation charge for the year (4,520)
Impairment charge for the year (73,258)
Net book value at 31 December 2009 8,957
Additions during the year 12,030
Impairment charge for the year (194)
Net book value at 31 December 2010 20,793
The amount for intangible exploration and evaluation assets represents investments in respect of exploration
licences (see note 1f). Impairment tests on E&E assets are conducted on an individual cost pool basis when facts
and circumstances suggest that the carrying amount in the pool may exceed its recoverable amount. The
impairment recorded above relates to assets held in the Africa pool of $0.2 million (2009: $3.3 million), and in
the US of $nil (2009: $69.9 million) where the estimated recoverable amount of the property, plant and
equipment and E&E in the pool was insufficient to cover the carrying amount.
15.
PROPERTY, PLANT AND EQUIPMENT
Computer
Oil and Gas and office
assets equipment Total
Group $000 $000 $000
Cost
At 1 January 2009 511,951 4,811 516,762
Additions during the year 35,369 265 35,634
Disposals during the year (361,449) (2,305) (363,754)
At 31 December 2009 185,871 2,771 188,642
Additions during the year – 178 178
Adjustments during the year (42) – (42)
At 31 December 2010 185,829 2,949 188,778
56
STERLING ENERGY PLC
15.
PROPERTY, PLANT AND EQUIPMENT – continued
Computer
Oil and Gas and office
assets equipment Total
Group $000 $000 $000
Accumulated depreciation and impairment
At 1 January 2009 (325,471) (3,531) (329,002)
Disposals during the year 187,506 1,427 188,933
Charge for the year (27,850) (362) (28,212)
Impairment charge for the year (20,056) – (20,056)
At 31 December 2009 (185,871) (2,466) (188,337)
Charge for the year – (308) (308)
Impairment reversal for the year 42 – 42
At 31 December 2010 (185,829) (2,774) (188,603)
Net book value at 31 December 2010 – 175 175
Net book value at 31 December 2009 – 305 305
Net book value at 31 December 2008 186,480 1,280 187,760
Computer
Oil and Gas and office
assets equipment Total
Company $000 $000 $000
Cost
At 1 January 2009 172,756 148 172,904
Additions during the year 13,115 28 13,143
At 31 December 2009 185,871 176 186,047
Adjustments during the year (42) – (42)
At 31 December 2010 185,829 176 186,005
Accumulated depreciation and impairment
At 1 January 2009 (163,955) (148) (164,103)
Charge for the year (4,044) (3) (4,047)
Impairment charge for the year (17,872) – (17,872)
At 31 December 2009 (185,871) (151) (186,022)
Charge for the year – (10) (10)
Impairment reversal for the year 42 – 42
At 31 December 2010 (185,829) (161) (185,990)
Net book value at 31 December 2010 – 15 15
Net book value at 31 December 2009 – 25 25
Net book value at 31 December 2008 8,801 – 8,801
STERLING ENERGY PLC
57
NOTES TO THE FINANCIAL STATEMENTS – continued
16.
INVESTMENT IN SUBSIDIARIES
Company
$000
Cost
At 1 January 2009 337,180
Reduction during the year (waiver of capital contribution) (9,984)
Impairment during the year (105,810)
At 31 December 2009 221,386
Additions during the year 1,751
At 31 December 2010 223,137
The principal subsidiary undertakings at the year end are as follows (these undertakings are included on
consolidation):
Proportion
Country of Class of of voting
incorporation shares held rights held Nature of business
Sterling Energy (UK) Limited * United Kingdom Ordinary 100% Exploration for oil and gas
Sterling Energy (International) Limited ** United Kingdom Ordinary 100% Exploration for oil and gas
Sterling Northwest Africa Holdings Limited *** Jersey, CI Ordinary 100% Exploration for oil and gas
Sterling Energy (Mauritania) Limited **** Jersey, CI Ordinary 100% Exploration for oil and gas
Sterling Cameroon Holdings Limited **** Jersey, CI Ordinary 100% Investment holding company
Sterling Cameroon Limited **** Jersey, CI Ordinary 100% Exploration for oil and gas
* Held directly by the Company, Sterling Energy Plc
** Held directly by Sterling Energy (UK) Limited
*** Held directly by Sterling Oil Limited
**** Held directly or indirectly through Sterling Northwest Africa Limited
17.
TRADE AND OTHER RECEIVABLES
2010 2009 2010 2009
$000 $000 $000 $000
Group
Company
Trade receivables 6,945 662 6,557 171
Amounts owed by subsidiary undertakings – – 40,541 27,979
Other receivables 212 393 41 67
Amounts due from joint venture partners 10,122 1,037 – 667
Prepayments and accrued income 416 486 46 94
17,695 2,578 47,185 28,978
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
58
STERLING ENERGY PLC
18. SHARE CAPITAL
2010 2009
$000 $000
Authorised, called up, allotted and fully paid
219,363,506 (2009: 219,304,551) ordinary shares of 40p 148,573 148,537
Movements during the year included:
1. Issue of 5,074 Ordinary Shares of 40 pence to a former employee on 19 March 2010.
2. Issue of 53,881 Ordinary Shares of 40 pence to a former employee on 26 July 2010.
19. RESERVES
Reserves within equity are as follows:
Share capital
Amounts subscribed for share capital at nominal value.
Share premium account
The share premium account represents the amounts received by the Company on the issue of its shares which
were in excess of the nominal value of the shares.
Investment revaluation reserve
Gains/losses arising on the revaluation of the Group's investments that are classified as available-for-sale.
Currency translation reserve
The foreign currency translation reserve includes movements that relate to the retranslation of the subsidiaries
whose functional currencies are not the US$.
Hedge reserve
Gains/losses arising on the effective portion of hedging instruments carried at fair value in a qualifying hedge.
Retained deficit
Cumulative net gains and losses recognised in the Statement of Comprehensive Income less any amounts
reflected directly in other reserves.
20. DEFERRED TAX LIABILITIES
2010 2009
$000 $000
Group
At 1 January – 40,793
Loss on discontinued operations – (26,012)
Loss on disposal of discontinued operations – (14,781)
– –
At the reporting date the Group had an unrecognised deferred tax asset of $28,487,000 (2009: $33,756,000)
relating primarily to unused tax losses and unutilised capital allowances. No deferred tax asset has been
recognised due to the uncertainty of future profit streams against which these losses could be utilised. At the
reporting date the Company had an unrecognised deferred tax asset of $28,329,000 (2009: $33,816,000)
relating primarily to unused losses and unutilised capital allowances.
STERLING ENERGY PLC
59
NOTES TO THE FINANCIAL STATEMENTS – continued
21. LONG-TERM PROVISIONS
2010 2009
$000 $000
Group
Decommissioning provision (a) 22,032 20,987
2003 Production royalty bonus scheme (b) 199 251
22,231 21,238
a) Decommissioning provisions
North America Africa Total
$000 $000 $000
Group
At 1 January 2009 18,270 8,211 26,481
Additions in year – 12,068 12,068
Released on disposal during the year (970) – (970)
Amounts paid during the year (5,112) – (5,112)
Disposal of subsidiary (13,561) – (13,561)
Unwinding of discount 1,373 708 2,081
At 31 December 2009 – 20,987 20,987
Unwinding of discount – 1,045 1,045
At 31 December 2010 – 22,032 22,032
The amounts shown above for Africa represent the estimated costs for decommissioning the Group’s producing
interests in respect of its economic interest in the Chinguetti field in Mauritania.
The Company amount of $22,032,000 (2009: $20,987,000) in Africa represents the amount provided within the
Company for future decommissioning expenditure.
b) 2003 Production royalty bonus scheme
2010 2009
$000 $000
Group
At 1 January 251 1,183
Unwinding of discount 19 226
Amounts paid during the year – (1,110)
Transferred to current liabilities (63) (194)
Foreign exchange movements (8) 146
199 251
This scheme was intended to reward key persons for the successful performance of certain assets after financial
thresholds had been reached for the period since listing in 2002. The scheme was terminated in 2007 and
replaced by the LTIP scheme (‘2007 LTIP’, and the ‘All Staff LTIP’, see note 26) and no further sums will accrue.
The Company has the option to require the one remaining beneficiary to subscribe for new ordinary shares for
the net amount arising after tax and national insurance from 2008 onwards.
60
STERLING ENERGY PLC
22. TRADE AND OTHER PAYABLES
2010 2009 2010 2009
$000 $000 $000 $000
Group
Company
Trade payables 14,696 4,760 81 1,499
Amounts owed to subsidiary undertakings – – 181,656 179,579
Amounts advanced from joint venture
partners 92 1,998 – –
Accruals and deferred income 19,231 15,767 12,452 13,125
34,019 22,525 194,189 194,203
The Directors consider that the carrying amount of trade and other payables approximates their fair value.
23. OPERATING LEASES AND CAPITAL COMMITMENTS
2010 2009 2010 2009
$000 $000 $000 $000
Group
Company
Minimum lease payments under
operating leases recognised as an
expense in the year 4,598 5,628 3,594 3,475
At the reporting date outstanding commitments for minimum lease payments under non-cancellable operating
leases fall due as follows:
2010 2009 2010 2009
$000 $000 $000 $000
Group
Company
Within one year 4,401 4,497 3,373 3,438
In the second to fifth year inclusive 7,970 9,178 6,738 6,851
12,371 13,675 10,111 10,289
Operating lease payments represent the Group’s share of rentals for an FPSO (Floating Production Storage and
Offtake) vessel in Mauritania and rentals payable for certain of its office properties.
STERLING ENERGY PLC
61
NOTES TO THE FINANCIAL STATEMENTS – continued
24. CASH FLOWS FROM OPERATING ACTIVITIES
2010 2009
$000 $000
Group
Operating activities:
Profit/(loss) before tax from continuing operations 5,845 (31,632)
Loss before tax from discontinued operations – (196,866)
Finance income and other finance gains/losses (224) (572)
Finance costs 1,629 14,714
Depletion and amortisation 1,302 33,878
Impairment expense 152 94,140
(Gain)/loss on disposal of property, plant and equipment (8) 682
Loss on disposal of subsidiary – 118,820
Gain on disposal of available for sale assets (14) –
Share-based payment charge 1,936 500
Operating cash flow prior to working capital movements 10,618 33,664
Decrease in inventories 3,466 626
(Increase)/decrease in trade and other receivables (15,117) 21,964
Increase/(decrease) in trade and other payables 11,493 (22,317)
10,460 33,936
Cash generated/(outflow) from continuing operations 10,460 (4,517)
Cash generated from discontinued operations – 38,453
10,460 33,936
2010 2009
$000 $000
Company
Operating activities:
Profit/(loss) before tax 8,149 (151,620)
Finance income and other finance gains/losses (224) 48
Finance costs 1,968 10,759
Depletion and amortisation 9 4,046
Impairment (reversal)/expense (42) 146,804
Loss on disposal of subsidiary – 355
Gain on disposal of property, plant and equipment (8) –
Share-based payment charge 1,936 500
Operating cash flow prior to working capital movements 11,788 10,892
Decrease/(increase) in inventories 3,466 (156)
Increase in trade and other receivables (17,967) (14,245)
(Decrease)/Increase in trade and other payables (1,765) 475
(4,478) (3,034)
62
STERLING ENERGY PLC
25. FINANCIAL INSTRUMENTS
Capital risk management and liquidity risk
The Group and Company is not subject to externally imposed capital requirements. The capital structure of the
Group and Company consists of cash and cash equivalents held for working capital purposes and equity
attributable to the equity holders of the parent, comprising issued capital, reserves and retained deficit as
disclosed in the statement of changes in equity. The Group and Company uses cash flow models and budgets,
which are regularly updated, to monitor liquidity risk.
Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the
basis of measurement and the basis on which income and expenses are recognised, in respect of each material
class of financial asset, financial liability and equity instrument are disclosed in note 1 to the financial
statements.
The fair values of financial assets and financial liabilities are valued at amortised cost value less any credit risk
provision in respect of assets. Due to the short term nature of these assets and liabilities such values approximate
their fair values at 31 December 2010 and 31 December 2009.
2010 2009 2010 2009
Group $000 $000 $000 $000
Carrying amount
Fair value
Financial assets
Cash and cash equivalents 111,679 113,859 111,679 113,859
Other financial assets at fair value – 18 – 18
Trade and other receivables 17,279 1,698 17,279 1,698
Total 128,958 115,575 128,958 115,575
Financial liabilities
Trade and other payables 34,019 22,525 34,019 22,525
Total 34,019 22,525 34,019 22,525
2010 2009 2010 2009
Company $000 $000 $000 $000
Carrying amount
Fair value
Financial assets
Cash and cash equivalents 100,936 106,265 100,936 106,265
Trade and other receivables 47,099 28,817 47,099 28,817
Total 148,035 135,082 148,035 135,082
Financial liabilities
Trade and other payables 194,189 194,203 194,189 194,203
Total 194,189 194,203 194,189 194,203
STERLING ENERGY PLC
63
NOTES TO THE FINANCIAL STATEMENTS – continued
25. FINANCIAL INSTRUMENTS – continued
Financial risk management objectives
The Group’s and Company’s objective and policy is to use financial instruments to manage the risk profile of its
underlying operations. The Group continually monitors financial risk including oil and gas price risk, interest rate
risk, equity price risk, currency translation risk and liquidity risk and takes appropriate measures to ensure such
risks are managed in a controlled manner including, where appropriate, through the use of financial derivatives.
The Group and Company does not enter into or trade financial instruments, including derivative financial
instruments, for speculative purposes.
Interest rate risk management
The Group and Company does not have any outstanding borrowings and hence, the Group and Company is
only exposed to interest rate risk on its short term cash deposits.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for derivative and
non-derivative instruments at the reporting date and assuming the amount of the balances at the reporting date
were outstanding for the whole year.
A 100 basis point change represents management’s estimate of a possible change in interest rates at the
reporting date. If interest rates had been 100 basis points higher and all other variables were held constant the
Group’s profits and equity would be impacted as follows:
Group
Increase
Company
Increase
2010 2009 2010 2009
$000 $000 $000 $000
Cash and cash equivalents 1,117 1,139 1,009 1,063
1,117 1,139 1,009 1,063
Foreign currency translation risk
The Group’s and Company’s reporting currency is the US dollar; being the currency in which the majority of the
Group’s revenue and expenditure is transacted. The US dollar is the functional currency of the Company and
the majority of its subsidiaries. Less material elements of its management, services and treasury functions are
transacted in pounds sterling. The majority of balances are held in US dollars with transfers to pounds sterling
and other local currencies as required to meet local needs. The Group does not enter into derivative transactions
to manage its foreign currency translation or transaction risk.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Group or Company. The Group and Company reviews the credit risk of the entities that it sells its
products to or that it enters into contractual arrangements with and will obtain guarantees and commercial
letters of credit as may be considered necessary where risks are significant to the Group or Company. The
Group’s and Company’s business is diversified in terms of both region and the number of counter-parties and
the Group and Company does not have significant exposure to any single counter-party or Group and Company
of counter-parties with similar characteristics.
64
STERLING ENERGY PLC
25. FINANCIAL INSTRUMENTS – continued
In relation to its cash and cash equivalents, the Group has to manage its currency exposures and the credit risk
associated with the credit quality of the financial institutions in which the Group maintains its cash resources.
At the year-end the Group held approximately 83% (2009: 63%) of its cash in US dollars. At the year-end the
Group held the majority of its balances with AA- Standard & Poors rated institutions. The Group continues to
monitor its treasury management to ensure an appropriate balance of the safety of funds and maximisation of
yield.
None of the other trade and other receivables had been impaired. Trade and other receivables are non-interest
bearing. The Group does not hold any collateral as security and the Group does not hold any significant
provision in the impairment account for trade and other receivables as they relate to customers with no default
history.
Liquidity and interest rate tables
The following tables detail the remaining contractual maturity for the non-derivative financial assets and
liabilities of the Group and Company. The tables have been drawn up based on the undiscounted cash flows of
financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both
interest and principal cash flows including rates for loan liabilities and cash deposits on actual contractual
arrangements. The weighted average interest rate used in 2010 is nil (2009: nil).
Less than Six months One to six
six months to one year years Total Interest Principal
Group $000 $000 $000 $000 $000 $000
2010
Trade payables 14,788 – – 14,788 – –
2009
Trade payables 6,759 – – 6,759 – –
Less than Six months One to six
six months to one year years Total Interest Principal
Company $000 $000 $000 $000 $000 $000
2010
Trade payables 81 – – 81 – –
2009
Trade payables 1,499 – – 1,499 – –
Upside sharing agreement
Level 3 fair value measurement at 31 December 2010
The Company holds a three year ‘upside sharing agreement’, under which the Company is entitled to a 40%
share of the annual excess net production proceeds, net of certain costs, if Atinum E+P’s average realised oil
price exceeds $90 bbl and/or the realised gas price exceeds $9 mcf in 2010–2012.
The Company has modelled the value of each of the embedded derivatives (for oil and gas production) using a
DCF model at a wide range of oil and gas prices. Each commodity price (at a given point in the future) is
calculated using this statistical distribution. The DCF model takes account of production profiles, appropriate
discount factors and costs, hedges and other contractual terms.
The probabilities are calculated using a normal distribution whose mean represents the most likely price at the
future point and whose standard deviation is related to the volatility of the commodity price. An examination
STERLING ENERGY PLC
65
NOTES TO THE FINANCIAL STATEMENTS – continued
25. FINANCIAL INSTRUMENTS – continued
of historical prices for a given time period is analysed to determine the standard deviation and therefore the
volatility.
A futures curve is used to establish the market’s latest expectation of the commodity price in the future and
therefore a mean for the distribution curve. Commodity prices are affected by a large number of variables and
for this reason it has been considered appropriate to calculate the probability using a normal distribution.
The upside sharing agreement fair value valuation is based on inputs where there is no observable market data
to accurately assess the outcome of the agreement.
At 31 December 2010 the value of the upside sharing agreement was determined to be immaterial and
therefore no amount has been recognised (31 December 2009: $nil).
26. SHARE-BASED PAYMENTS
The Group recognised a total expense, within administration costs, in respect of share-based payments under
equity-settled share option plans of $1,936,000 (2009: $500,000). The Company recognised a total expense,
within administration costs, in respect of share-based payments under equity-settled share option plans of
$184,000 (2009 reversal of prior year charge: $114,000).
Share options (2002–2007)
Movements during the year on share options were as follows:
2010 2009
Weighted Weighted
2010 average 2009 average
Number of exercise Number of exercise
share price share price
options (pence) options (pence)
Outstanding at the beginning of period 1,248,125 397 1,466,625 432
Forfeited during the period (122,500) 816 (218,500) 736
Exercised during the period – – – –
Outstanding at the end of the year 1,125,625 337 1,248,125 397
Exercisable at the end of the year 1,125,625 337 1,248,125 397
For all options the Group plan provides for a grant price equal to the average quoted market price of the
Company’s shares on the date of grant. All options are equity settled. The vesting period for all options is
generally two years. If the options remain unexercised after a period of ten years from the date of grant, the
options expire. Furthermore, some options are forfeited if the employee leaves the Group before the options
vest.
The range of exercise prices for options outstanding at the end of the year was:
2010 Weighted
average exercise 2010 2009
Year of grant: price (pence) Number Number
2001 160 58,750 58,750
2002 160 546,250 546,250
2003 280 193,750 193,750
2004 500 83,125 83,125
2005 680 100,000 153,750
2006 951 131,250 200,000
2007 620 12,500 12,500
66
STERLING ENERGY PLC
26. SHARE-BASED PAYMENTS – continued
No share options were exercised during 2010 (2009: Nil). The options outstanding at the end of the year have
a weighted average contractual life of 2.51 years (2009: 4.06 years). The cost of share options is spread over
the vesting period of two years. The weighted average fair value of options granted during the period was nil
pence (2009: nil). Some of the options lapse if the employee leaves the Company.
No further awards were made under this share option scheme post the introduction of the 2007 LTIPs.
2007 Long Term Incentive Plan ('2007 LTIP')
Following the introduction, and approval by shareholders of the All Staff Long Term Incentive Plan ('All Staff
LTIP') in 2009, no further awards or grants have been made under the 2007 LTIP, subsisting awards and grants
will remain in place and the scheme will be allowed to time lapse.
Movement during the year on share options were as follows:
2010 2009
Number Number
of share of share
options options
Outstanding at the beginning of period 1,263,282 1,987,025
Granted during the period – 158,590
Exercised during the period (53,881) (52,104)
Lapsed during the period (299,161) (830,229)
Outstanding at the end of the year 910,240 1,263,282
Exercisable at the end of the year 174,558 –
The nominal cost options outstanding at the end of the year have a weighted average remaining contractual
life of 0.89 years (2009: 1.45 years). The cost of these shares is spread over the vesting period of 3 years (2009:
3 years).
The actual number of shares that will be finally awarded out of the maximum number stated above under the
2007 LTIP, or alternative cash settlement at the parent Company's option, will depend upon the achievement
of performance criteria measured over a vesting period of three years for each award.
Up to 50% of the nominal cost options will vest based on a comparison of the total shareholder return (“TSR”)
of the parent Company as measured against a comparator group of companies (“the First Performance
Condition”). The TSR of each Company with the comparator group will be statistically ranked.
The number of options that ultimately vest is based on the Company’s relative ranking as follows:
TSR compared to comparator group
Below Median 25.0%
Median to Upper Quartile 32.5%
Upper Quartile to Upper Decile 42.5%
Above Upper Decile 50.0%
Up to the other 50% of the nominal cost options will vest based on the share price growth of the Company’s
shares at the date of grant or at the amendment date for options granted before the amendment date (“the
Second Performance Condition”) as follows:
STERLING ENERGY PLC
67
NOTES TO THE FINANCIAL STATEMENTS – continued
26. SHARE-BASED PAYMENTS – continued
Share price growth %
Below 50% 25.0%
50% – 75% 30.0%
75% – 100% 35.0%
100% – 125% 40.0%
125% – 150% 45.0%
above 150% 50.0%
The 2007 LTIP options exercised during the year were for good leavers whose awards were pro-rated under the
scheme rules and were subject to certain performance criteria.
The Company used the inputs noted below to measure the fair values of the old and new nominal cost options.
These fair values were calculated using modified binomial option pricing models. Expected volatility was
estimated by calculating the historical volatility of the Company’s share price over the three years preceding the
grant of the 2007 LTIP options.
For the options that are subject to the First Performance Condition, a weighted expected percentage of options
vesting were applied. This was estimated based on the Company’s historical TSR performance against the
comparator Group on a quarterly basis from 2000 to 2009.
All Staff Long Term Incentive Plan ('All Staff LTIP')
In accordance with the approved All Staff LTIP, the Company has granted options to its staff and non-executive
Directors to acquire shares in the Company.
During the year the Remuneration Committee amended the performance period for the All Staff LTIPs awarded
during the period 1 October 2009 to 30 September 2010. The original performance period was one year, which
was amended to three years (the amended period from 1 October 2009 to 30 September 2012). The
performance conditions for options granted under the All Staff LTIP will remain unchanged. The incremental fair
value of the modification was calculated as 44.78 pence.
The Remuneration Committee and Board made the change based on several considerations; to bring the length
of the performance period in-line with other similar long term incentive plans, and as the performance
conditions to be satisfied before the options vest are measured as relative performance compared to the
performance of the FTSE 350 index (‘the Index’) and not as absolute share price performance, this amendment
does not re-base the performance parameters of the original.
The movement during the year on the share options were as follows:
Number of Exercise price Number of Exercise price
Share options (pence) Share options (pence)
2010
2009
Outstanding at the beginning of the year 3,143,088 40 – –
Granted during the period 2,367,989 40 3,143,088 40
Forfeited during the period (228,300) – – –
Outstanding at the end of the year 5,282,777 40 3,143,088 40
Exercisable at the end of the year – – – –
68
STERLING ENERGY PLC
26. SHARE-BASED PAYMENTS – continued
All options are equity settled. The vesting period is three years. If the options remain unexercised after a period
of five years from the date of grant, the options expire. Options are forfeited if the employee leaves the Group
before the options vest or are exercised.
The options outstanding at the year end have a contractual life of 4.19 years (2009: 4.75 years). The cost of the
options is spread over the vesting period of three years. The fair value of the options granted during the year
was 31.24 pence (2009: 64.73 pence).
If the SESP under-performs the Index performance by 10% or more, then no share options will be earned and
the share options will lapse.
If the SESP performance is between matching the Index and under-performing by 10%, the amount of the share
options that will be earned will be determined by extrapolating on a 2.5:1 straight line basis.
If the SESP performance matches the Index performance, then 25% of the share options will be earned.
If the SESP performance is between matching the Index and out-performing by 50%, the amount of the share
options that will be earned will be determined by extrapolating on a 1.5:1 straight line basis.
If the SESP out performs the Index performance by 50% or more, then 100% of the share options will be
earned.
All performance measures are defined as being the absolute share price performance or absolute index
performance, and not the performance relative to each other.
Fair values were measured by use of a modified binomial model. The inputs to the basic binomial model were
as follows:
2010 2009
Share price (pence) 68 157
Exercise price (pence) 40 40
Expected volatility at time of grant 85.21% 54.91%
Expected life (years) 3 3
Risk free rate (%) 0.75% 0.75%
Expected dividends Nil Nil
Expected volatility for grants in the year was estimated by calculating the historical volatility of the Company's
share price over the period 23 December 2009 to 30 September 2010 (2009: three years preceding the share
placing at 29 September 2008). The Company has overlaid a normal distribution for the FTSE350 condition to
assess a range of possible outcomes.
The Company has then compared the SESP performance against the range of Index performance to estimate
the vested proportions of share options in accordance with the scheme rules. Weighting factors based on
probabilities under the normal distribution are then applied to the range of share option values to calculate a
weighted-average share option value.
STERLING ENERGY PLC
69
NOTES TO THE FINANCIAL STATEMENTS – continued
26. SHARE-BASED PAYMENTS – continued
Non-executive Directors Long Term Incentive Plan ('NED LTIP')
The movement during the year on the share options was as follows:
Number of Exercise price Number of Exercise price
Share options (pence) Share options (pence)
2010
2009
Outstanding at the beginning of the year 375,000 40 – –
Granted during the period – – 375,000 40
Lapsed during the period (72,916) – – –
Outstanding at the end of the year 302,084 40 375,000 40
Exercisable at the end of the year – – – –
All options are equity settled. The vesting period is three years. If the options remain unexercised after a period
of five years from the date of grant, the options expire.
Furthermore, options are forfeited if the employee leaves the Group before the options vest or are exercised.
The options outstanding at the year end have a contractual life of 4.00 years (2009: 4.75 years). The cost of the
options is spread over the vesting period of three years. The fair value of the options granted during the year
was n/a (2009: 119.90 pence).
No performance criteria are attached to the outstanding options, other than the requirement that the holders
must remained employed by the Group when the options are exercised, unless employment is terminated on
death, or as a good leaver.
Fair values were measured by use of a binomial model, using the same inputs as the basic (pre-modified) model
for the All Staff Long Term Incentive Plan above.
27. RELATED PARTY TRANSACTIONS
Transactions with Directors
Details of Directors’ remuneration, who comprise key management personnel, are provided below:
2010 2009
$000 $000
Short-term employee benefits 1,695 3,332
Compensation for loss of office 287 52
Defined contribution pension 160 245
Share-based payments 1,238 424
3,380 4,053
Further information on Directors’ remuneration is detailed in the Remuneration Report, on pages 23 to 27.
70
STERLING ENERGY PLC
DEFINITIONS AND GLOSSARY OF TERMS
Year ended 31 December 2010
$
2006 Act
2007 LTIP
1P
2D
2P
3D
3P
AIM
All Staff LTIP
AGM
API gravity
Articles
bbl
bbl/d
bopd
boe
boepd
bcf
Board
C
Capex
CGR
US dollars
The Companies Act 2006, as amended
the 2007 Long Term Incentive Plan
Proven reserves or in-place quantities depending on the context
two dimensional
the sum of Proven and Probable reserves or in-place quantities
depending on the context
three dimensional
the sum of Proven, Probable and Possible reserves or in-place
quantities depending on the context
Alternative Investment Market of the London Stock Exchange
the All Staff Long-Term Incentive Plan adopted in 2009
annual general meeting
an American Petroleum Institute scale for crude oil density
the Articles of Association of the Company
barrel, equivalent to 42 US gallons of fluid
barrel per day
barrel of oil per day
barrel of oil equivalent, a measure of the gas component converted
into its equivalence in barrels of oil
barrel of oil equivalent per day
billion cubic feet of gas
the Board of Directors of the Company
celsius
capital expenditure
condensate gas ratio
Code or City Code
Combined Code
The City Code on Takeovers and Mergers
the Combined Code on Corporate Governance
Company or Sterling
Sterling Energy Plc
Contingent Resources
those quantities of petroleum estimated, as at a given date, to be
potentially recoverable from known accumulations by application of
development projects but which are not currently considered to be
commercially recoverable due to one or more contingencies,
Contingent Resources are a class of discovered recoverable resources
COS
CPF
Darcy
Deg
Directors
chance of success
central production facility
unit of permeability
degrees
the Directors of the Company
STERLING ENERGY PLC
71
DEFINITIONS AND GLOSSARY OF TERMS – continued
Year ended 31 December 2010
DST
E&E
EBITDA
EMV
EPF
ESP
EUR
farmin & farmout
FDP
FPSO
FSA
G&G
GBP
GIIP
GOC
GOR
GWC
Group
H2S
HMRC
HSES
drill stem test, a method of flow testing a well
exploration and evaluation assets
earnings before interest, taxation, depreciation, depletion and
amortisation, impairment, share-based payments and pre-licence
expenditure
expected monetary value
early production facility
electric submersible pump
economic ultimate recovery
a transaction under which one party (farmout party) transfers part
of its interest to a contract to another party (farmin party) in
exchange for a consideration which may comprise the obligation to
pay for some of the farmout party costs relating to the contract and
a cash sum for past costs incurred by the farmout party
field development plan
Floating, Production, Storage and Offloading vessel
the Financial Services Authority of the United Kingdom
geological and geophysical
pounds sterling
gas initially in place
gas oil contact
gas oil ratio
gas water contact
the Company and its subsidiary undertakings
hydrogen sulphide
Her Majesty’s Revenue and Customs
Health, Safety, Environment and Security
hydrocarbons
organic compounds of carbon and hydrogen
km
km2
KRG
lead
kilometre(s)
square kilometre(s)
Kurdistan Regional Government of Iraq
indication of a possible exploration prospect
London Stock Exchange or LSE
London Stock Exchange Plc
m
mmbbl
mmstb
mmboe
mmcf
metre(s)
million barrels
million barrels of oil at stock tank conditions
million barrels of oil equivalent
million cubic feet of gas
72
STERLING ENERGY PLC
mmcfg/d
mmcfge/d
mmscf/d
mss
mTVDss
NED LTIP
NPV
Opex
Ordinary Shares
OWC
P90, P50, P10
million cubic feet of gas per day
million cubic feet of gas equivalent per day
million cubic feet at standard pressure and temperature per day
metres sub-sea
metres true vertical depth sub-sea
non-executive Director Long Term Incentive Plan adopted in 2009
net present value of a series of cash-flows
operating expenditure
Sterling ordinary shares of 40 pence each
oil water contact
90%, 50% and 10% probabilities respectively that the stated
quantities will be equalled or exceeded. The P90, P50 and P10
quantities correspond to the Proved (1P), Proved + Probable (2P) and
Proved + Probable + Possible (3P) confidence levels respectively
Panel or Takeover Panel
The Panel on Takeovers and Mergers
Petroleum
Petronas
PP&E
PRMS
Prospect
Prospective Resources
psi(a)
PSC
Reserves
oil, gas, condensate and natural gas liquids
PC Mauritania I PTY LTD
Property, Plant & Equipment
Petroleum resource Management System as issued in March 2007 by
the Society of Petroleum Engineers et al
a potential sub-surface accumulation of hydrocarbons which has
been identified but not drilled
those quantities of petroleum which are estimated, as at a given
date,
from undiscovered
accumulations
to be potentially
recoverable
pounds per square inch (absolute)
production sharing contract
reserves are those quantities of petroleum anticipated to be
commercially recoverable by application of development projects to
known accumulations from a given date forward under defined
conditions. Reserves must satisfy four criteria; they must be
discovered, recoverable, commercial and remaining based on the
development projects applied. Reserves are further categorised in
accordance with the level of certainty associated with the estimates
and may be sub-classified based on project maturity and/or
characterised by development and production status
Reservoir
a porous and permeable rock capable of containing fluids
RF
RI
RISC
recovery factor
royalty interest
RISC (UK) Limited of Golden Cross House, 8 Duncannon Street,
London WC2N 4JF
STERLING ENERGY PLC
73
DEFINITIONS AND GLOSSARY OF TERMS – continued
Year ended 31 December 2010
Scf
Seismic
SESP
Shares
Standard cubic feet of gas (measured at 60 degree Fahrenheit and
14.7 psia)
data, obtained using a sound source and receiver, that is processed
to provide a representation of a vertical cross-section through the
subsurface layers
Sterling Energy share price
40p Ordinary Shares
Shareholders
Ordinary shareholders of 40p each in the Company
SMH
spud
sq km
sq mi
stb
STOIIP
Subsidiary
Water-cut
Societe Mauritanienne Des Hydrocarbures
to commence drilling a well
square kilometre
square mile
stock tank barrel (measured at 60 degrees Fahrenheit and 14.7 psia)
Stock tank oil initially in place
a subsidiary undertaking as defined in the 2006 Act
that percentage of total fluid production that is water
Working Interest or WI
a Company’s equity interest in a project before reduction for
royalties or production share owed to others under the applicable
fiscal terms
Tcf
TEA
TD
TVD
trillion cubic feet of gas
technical evaluation agreement
total depth
true vertical depth
United Kingdom or UK
the United Kingdom of Great Britain and Northern Ireland
United States or US
the United States of America
74
STERLING ENERGY PLC
PROFESSIONAL ADVISERS
Nominated Advisors
Evolution Securities
100 Wood Street
London
EC2V 7AN
Corporate Bankers
Barclays Commercial Bank
1 Churchill Place
London
E14 5HP
HSBC
165 Fleet Street
London
EC4A 2DY
Legal
Ashurst
Broadwalk Street
5 Appold Street
London
EC2A 2HA
Auditors
BDO LLP
55 Baker Street
London
W1U 7EU
Registered Office
5 Chancery Lane
London
WC2A 1LG
STERLING ENERGY PLC
75
ANNUAL GENERAL MEETING
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to
what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate
independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have
sold or otherwise transferred all your shares in Sterling Energy Plc, please forward this document and the
accompanying Form of Proxy to the person through whom the sale or transfer was effected, for transmission
to the purchaser or transferee.
Information relating to the appointment of a proxy may be found in the notes appended to this notice of
Annual General Meeting.
STERLING ENERGY PLC (the “Company”)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Sterling Energy Plc will be held at Ashurst LLP,
Broadwalk House, 5 Appold Street, London, EC2A 2HA on 28 April 2011, at 11.00 a.m. to consider and, if
thought fit to pass, the following resolutions. Resolutions 10 and 11 shall be proposed as a special resolution
and all other resolutions shall be proposed as ordinary resolutions.
ORDINARY RESOLUTIONS
1. To receive and adopt the Accounts for the financial year ended 31 December 2010, together with the
reports of the Directors and auditors thereon.
(Resolution 1)
2. To approve the Remuneration Report contained in the Accounts for the financial year ended 31 December
2010.
3. To appoint BDO LLP as auditors of the Company.
4. To authorise the Directors to set the remuneration of the auditors.
(Resolution 2)
(Resolution 3)
(Resolution 4)
5. In accordance with article 106 of the Company’s Articles of Association, to re-elect Jonathan Cooper, who
retires by rotation, as a Director of the Company.
(Resolution 5)
6. In accordance with article 106 of the Company’s Articles of Association, to re-elect Andrew Grosse, who
retires by rotation, as a Director of the Company.
(Resolution 6)
7. In accordance with article 110 of the Company’s Articles of Association, to elect Angus MacAskill as a
Director of the Company (appointed since the last annual general meeting).
(Resolution 7)
8. In accordance with article 110 of the Company’s Articles of Association, to elect Malcolm Pattinson as a
Director of the Company (appointed since the last annual general meeting).
(Resolution 8)
9. That the Directors be generally and unconditionally authorised for the purposes of section 551 of the
Companies Act 2006 (the “Act”), to exercise all the powers of the Company to allot shares and grant rights
to subscribe for, or convert any security into, shares:
(a) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of
£29,248,467 (such amount to be reduced by the nominal amount allotted or granted under (b) below
in excess of such sum); and
(b) comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount
(within the meaning of Section 551(3) and (6) of the Act) of £58,496,935 (such amount to be reduced
by any allotments or grants made under (a) above) in connection with or pursuant to an offer or
invitation by way of a rights issue in favour of holders of ordinary shares in proportion (as nearly as
76
STERLING ENERGY PLC
practicable) to the respective number of ordinary shares held by them on the record date for such
allotment (and holders of any other class of equity securities entitled to participate therein or if the
Directors consider it necessary, as permitted by the rights of those securities), but subject to such
exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with
fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which
may arise under the laws of, or the requirements of any regulatory body or stock exchange in any
territory or any other matter whatsoever,
these authorities to expire at the conclusion of the next Annual General Meeting of the Company (or if
earlier on 30 June 2012), (save that the Company may before such expiry make any offer or agreement
which would or might require shares to be allotted or rights to be granted, after such expiry and the
Directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in
pursuance of any such offer or agreement as if the authorities conferred hereby had not expired).
(Resolution 9)
SPECIAL RESOLUTIONS
10. That subject to the passing of Resolution 9, the Directors be given power pursuant to section 570(1) and
573 of the Companies Act 2006 (the “Act”) to:
(a) allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the
authority conferred by that resolution; and
(b) sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares
for cash,
as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be
limited to the allotment of equity securities for cash:
(i) in connection with or pursuant to an offer or invitation to acquire equity securities (but in the
case of the authority granted under Resolution 9(b), by way of a rights issue only) in favour of
holders of ordinary shares in proportion (as nearly as practicable) to the respective number of
ordinary shares held by them on the record date for such allotment or sale but subject to such
exclusions or other arrangements as the Directors may consider necessary or appropriate to deal
with fractional entitlements, treasury shares, record dates or legal regulatory or practical
difficulties which may arise under the laws of or the requirements of any regulatory body or stock
exchange in any territory or any other matter whatsoever; and
(ii) in the case of the authority granted under Resolution 9(a) above, and otherwise than pursuant to
paragraph (i) of this resolution, up to an aggregate nominal amount of £4,387,270,
and shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on
30 June 2012), save that the Company may before such expiry make any offer or agreement which would
or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the
Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement
as if the power conferred hereby had not expired.
(Resolution 10)
11. That:
(a) the grant of an option over 125,000 shares to Malcolm Pattinson under the Sterling Energy Plc non-
executive Directors Long-Term Incentive Plan (the “MP Option”) be and is hereby approved;
STERLING ENERGY PLC
77
ANNUAL GENERAL MEETING – continued
(b) the Directors be generally and unconditionally authorised for the purpose of section 551 of the Act
(in addition to any existing authority) to exercise all powers of the Company to allot shares and grant
rights to subscribe for, or convert any security into, shares pursuant to or in connection with the MP
Option up to an aggregate nominal amount (within the meaning of section 551 (3) and (6) of the Act)
of £50,000; and
(c) the Directors be given the power pursuant to sections 570 and 573 of the Act to allot equity securities
(as defined in the Act) (in addition to any existing authority) pursuant to the authority referred to in
paragraph (b) above as if section 561 of the Act did not apply to any such allotment provided that
any such power shall be limited to the allotment of equity securities pursuant to or in connection with
the MP Option up to an aggregate nominal amount of £50,000,
these authorities to expire on 31 March 2016 (save that the Company may before such expiry make any
offer or agreement which would or might require shares to be allotted or rights to be granted, after such
expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any security into
shares, in pursuance of any such offer or agreement as if the authorisations conferred hereby had not
expired).
(Resolution 11)
By Order Of The Board
Jonathan Cooper
COMPANY SECRETARY
25 March 2011
Registered Office:
Sterling Energy Plc
5 Chancery Lane
London
WC2A 1LG
78
STERLING ENERGY PLC
EXPLANATORY NOTES TO THE RESOLUTIONS
The following explanatory information is provided by way of background to the business of the meeting:
Resolution 9
Your Directors may allot shares and grant rights to subscribe for, or convert any security into, shares only if
authorised to do so by shareholders. The authority granted at the last Annual General Meeting is due to
expire at this year’s Annual General Meeting. Accordingly, Resolution 9 will be proposed as an ordinary
resolution to grant new authorities to allot shares and grant rights to subscribe for, or convert any security
into, shares (a) up to an aggregate nominal amount of £29,248,467 and (b) in connection with a rights issue
up to an aggregate nominal amount (when added to allotments under part (a) of the resolution) of
£58,496,935.
These amounts represent approximately one third and approximately two thirds respectively of the total
issued ordinary share capital of the Company at 25 March 2011, in accordance with current guidelines of the
Associate of British Insurers (the “ABI”) insofar as they affect the Company. If given, these authorities will
expire at the next Annual General Meeting of the Company or on 30 June 2012, whichever is the earlier. Your
Directors have no present intention of issuing shares pursuant to this authority.
Resolution 10
Your Directors also require additional authority from shareholders to allot equity securities or sell treasury
shares where they propose to do so for cash and otherwise than to existing shareholders pro rata to their
holdings. The authority granted at the last Annual General Meeting is due to expire at this year’s Annual
General Meeting. Accordingly, Resolution 10 will be proposed as a special resolution to grant such authority.
Apart from offers or invitations in proportion to the respective number of shares held, the authority will be
limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal
value of £4,387,270 (being five per cent of the Company’s issued ordinary share capital at 25 March 2011). If
given, this authority will expire at the next Annual General Meeting of the Company or on 30 June 2012,
whichever is the earlier. Your Directors do not have any present intention of exercising this authority, but
consider it desirable to have the flexibility to use it should opportunities arise. Your Directors will have due
regard to institutional guidelines in relation to any exercise of this authority, in particular, the requirement for
advance consultation and explanation before making any non pre-emptive cash issue pursuant to this
resolution which exceeds 7.5% of the Company’s issued share capital in any rolling 3 year period.
Resolution 11
The Sterling Energy Plc non-executive Directors Long-Term Incentive Plan (the “NED LTIP”) was approved by
shareholders at the Extraordinary General Meeting held on 4 December 2009, at which time your Directors
were authorised to allot shares pursuant to options to be granted under the NED LTIP up to an aggregate
nominal amount of £150,000. It is proposed Malcolm Pattinson be granted an option over 125,000 shares (the
“MP Option”) on his appointment as non-executive Director of the Company. There being insufficient
headroom within the existing authority for issue of shares to satisfy the MP Option, it is proposed that your
Directors be authorised to allot shares pursuant to the MP Option up to an aggregate nominal amount of
£50,000, such authority to expire on 31 March 2016. Accordingly, Resolution 11 will be proposed as a special
resolution to grant such authority.
Recommendation
Your Directors believe that all the proposed resolutions to be considered at the Annual General Meeting as
set out in this document are in the best interests of the Company and its shareholders as a whole. Accordingly,
STERLING ENERGY PLC
79
EXPLANATORY NOTES TO THE RESOLUTIONS – continued
your Directors unanimously recommend that you vote in favour of them as they intend to do in respect of
their own beneficial holdings.
NOTES:
1. Appointment of a proxy
Only holders of ordinary shares are entitled to attend and vote at this meeting.
A member is entitled to appoint another person as their proxy to exercise all or any of their rights to attend
to speak and to vote at the Annual General Meeting. A member may appoint more than one proxy in relation
to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or
shares held by them. A proxy need not be a member of the Company. A Form of Proxy for the Annual General
Meeting is enclosed and should be completed and returned so as to reach the Company’s registrar, Capita
Registrars, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by hand, post or courier (during normal
business hours only), not later than 48 hours before the time of the Annual General Meeting. Completion of
a Form of Proxy or any CREST Proxy Instruction will not preclude a member attending and voting in person at
the meeting.
Alternatively, you can register your proxy vote electronically by means of a website provided by the Company’s
registrar (www.capitashareportal.com), where full instructions are provided. In order to register your vote on-
line you will need to enter the Investor Code which is given in the enclosed Form of Proxy. This website can
only be used for the purpose stated above, not for sending any other document or information.
2. CREST electronic proxies
Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST
electronic proxy appointment service.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for this Annual General Meeting and any adjournment(s) thereof by using the procedures
described in the CREST Manual subject to the provisions of the Company’s articles of association. CREST
personal members or other CREST sponsored members, and those CREST members who have appointed a
voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able
to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate
CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK
& Ireland Limited’s specifications and must contain the information required for such instructions, as described
in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it
constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed
proxy, must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) by no later
than 48 hours before the start of the Annual General Meeting. For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host)
from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by
CREST. After this time any change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that
Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular
messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST
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STERLING ENERGY PLC
personal member or sponsored member or has appointed a voting service provider(s), to procure that his
CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message
is transmitted by means of the CREST system by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those
sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a)
of the Uncertificated Securities Regulations 2001.
3. Documents on display
There will be available for inspection at the registered office of the Company during normal business hours
from the date of this notice until the time of the annual general meeting and at the place of the Annual
General Meeting for at least 15 minutes prior to and during the meeting:
(a) copies of service agreements under which Directors of the Company are employed, and copies of the
terms and conditions of appointment of non-executive Directors; and
(b) the Company’s Articles of Association.
4. Right to attend and vote
Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that in
order to have the right to attend and vote at the Annual General Meeting (and also for the purpose of
determining how many votes a person entitled to attend and vote may cast), only those persons who have
their name entered in the register of members’ of the Company at 6:00 p.m. on 26 April 2011 or, in the event
of any adjournment, by 6:00 p.m. on the date which is two days before the day of the adjourned meeting.
Changes to entries on the register after this time shall be disregarded in determining the rights of any person
to attend or vote at the meeting.
5. Corporate members
Any corporate which is a member can appoint one or more corporate representatives who may exercise on its
behalf all of its powers as a member provided that they do not do so in relation to the same shares.
6. Electronic Communication
You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006)
provided in this notice (or in any related documents including the proxy form) to communicate with the
Company for any purposes other than those expressly stated.
STERLING ENERGY PLC
81
Sterling Energy Plc
5 Chancery Lane
London
WC2A 1LG
Tel: +44 (0)20 7405 4133
Fax: +44 (0)20 7440 9059
Info@sterlingenergyuk.com
www.sterlingenergyplc.com
STERLING ENERGY PLC