OANDO PLC Unaudited Interim Consolidated and Separate Interim Financial Statements For the three months ended 31 March 2022 and 2021
Oando PLC
UNAUDITED INTERIM CONSOLIDATED & SEPARATE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022 AND 2021
CONTENTS | PAGE |
Unaudited consolidated and separate statements of profit or loss & other comprehensive income | 3 - 6 |
Unaudited consolidated and separate statements of financial position | 7 |
Unaudited consolidated and separate statements of changes in equity | 8 |
Unaudited consolidated and separate statements of cash flows | 9 |
Notes to the interim financial statements | 10 - 30 |
2
Oando PLC
UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
UNAUDITED STATEMENT OF PROFIT OR LOSS
FOR THE PERIOD ENDED 31 MARCH 2022 AND 2021
Three months | Three months | ||
GROUP | NOTES | ended 31 March | ended 31 March |
2022 | 2021 | ||
N'000 | N'000 | ||
Revenue from contract with customers | 3.3 | 415,353,862 | 154,398,250 |
Cost of sales | (402,182,141) | (130,771,303) | |
Gross profit | 13,171,721 | 23,626,947 | |
Other operating income | 4 | 8,193,200 | 10,751,134 |
Impairment of financial assets, net | 5 | (386,707) | (496,842) |
Administrative expenses | (18,491,338) | (49,175,670) | |
Operating profit/(loss) | 3.3 | 2,486,876 | (15,294,431) |
Finance cost | (17,990,754) | (16,022,921) | |
Finance income | 2,412,050 | 2,536,828 | |
Net finance cost | 3.3 | (15,578,704) | (13,486,093) |
Loss before income tax | 3.3 | (13,091,828) | (28,780,524) |
Income tax expense | 3.3 | (1,989,744) | (491,142) |
Loss for the period | (15,081,572) | (29,271,666) | |
Loss attributable to: | |||
Equity holders of the parent | (14,056,211) | (29,078,663) | |
Non-controlling interest | (1,025,361) | (193,003) | |
(15,081,572) | (29,271,666) | ||
Loss per share from attributable to ordinary equity holders | |||
of the parent during the period (expressed in kobo per share): | |||
Basic and diluted loss per share from loss for the period | 22 | (1.13) | (2.34) |
The accounting policies and notes form an integral part of these unaudited interim consolidated and separate financial statements.
3
Oando PLC
UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
UNAUDITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2022 AND 2021
Three months | Three months | |
GROUP | ended 31 March | ended 31 March |
2022 | 2021 | |
N'000 | N'000 | |
Loss for the period | (15,081,572) | (29,271,666) |
Other comprehensive income: | ||
Items that will not be reclassified to profit or loss in subsequent periods: | ||
Items that may be reclassified to profit or loss in subsequent periods: | 6,058,840 | (986,698) |
Exchange differences on translation of foreign operations | ||
Share of associate's foreign currency translation reserve | (113,737) | (9,009) |
Other comprehensive income/(loss) for the period | 5,945,103 | (995,707) |
Total comprehensive loss for the period | (9,136,469) | (30,267,373) |
Attributable to: | (8,288,651) | (29,455,785) |
- Equity holders of the parent | ||
- Non-controlling interests | (847,818) | (811,588) |
Total comprehensive loss for the period | (9,136,469) | (30,267,373) |
4
Oando PLC
UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
UNAUDITED STATEMENT OF PROFIT OR LOSS
FOR THE PERIOD ENDED 31 MARCH 2022 AND 2021
Three months | Three months | ||
COMPANY | NOTES | ended 31 March | ended 31 March |
2022 | 2021 | ||
N'000 | N'000 | ||
Revenue from contract with customers | 370,915,323 | 118,164,923 | |
Cost of sales | (372,037,710) | (115,743,610) | |
Gross (loss)/profit | (1,122,387) | 2,421,313 | |
Other operating income | 4 | 12,236,744 | 8,627,369 |
Reversal of impairment/(impairment) of financial assets, net | 5 | 1,447,092 | (301,517) |
Administrative expenses | (7,245,604) | (38,150,511) | |
Operating profit/(loss) | 5,315,845 | (27,403,346) | |
Finance cost | (4,519,197) | (4,865,166) | |
Finance income | 570,243 | 221,640 | |
Net finance cost | (3,948,954) | (4,643,526) | |
Profit/(loss) before income tax | 1,366,891 | (32,046,872) | |
Income tax expense | (1,854,577) | (295,412) | |
Loss for the period | (487,686) | (32,342,284) | |
Loss attributable to: | |||
Equity holders of the parent | (487,686) | (32,342,284) | |
Non-controlling interest | - | - | |
(487,686) | (32,342,284) | ||
Loss per share from attributable to ordinary equity holders | |||
of the parent during the period (expressed in kobo per share): | |||
Basic and diluted loss per share from loss for the period | 22 | (0.04) | (2.60) |
The accounting policies and notes form an integral part of these unaudited interim consolidated and separate financial statements.
5
Oando PLC
UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
UNAUDITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2022 AND 2021
Three months | Three months | |
COMPANY | ended 31 March | ended 31 March |
2022 | 2021 | |
N'000 | N'000 | |
Loss for the period | (487,686) | (32,342,284) |
Other comprehensive loss: | ||
Total comprehensive loss for the period | (487,686) | (32,342,284) |
Attributable to: | (487,686) | (32,342,284) |
- Equity holders of the parent | ||
- Non-controlling interests | - | - |
Total comprehensive loss for the period | (487,686) | (32,342,284) |
6
Oando PLC
UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
UNAUDITED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2022 AND 31 DECEMBER 2021
Group | Group | Company | Company | ||
2022 | 2021 | 2022 | 2021 | ||
Assets | NOTES | N'000 | N'000 | N'000 | N'000 |
Non-current assets | 1,360,390 | 1,333,579 | |||
Property, plant and equipment | 6 | 417,253,022 | 430,961,454 | ||
Intangible assets | 7 | 306,090,968 | 319,933,850 | 136,840 | 196,536 |
Investment property | 8 | 3,440,000 | 3,440,000 | 3,440,000 | 3,440,000 |
Right of use asset | 9 | 9,108,608 | 9,758,695 | 5,326,097 | 5,706,796 |
Investment in associate | 10 | 2,520,750 | 2,634,487 | - | - |
Deferred income tax assets | 587,417 | 613,921 | - | - | |
Derivative financial assets | 2,069,831 | 3,899,203 | - | - | |
Finance lease receivables | 83,485,307 | 87,729,197 | 18,789,027 | 20,690,006 | |
Investment in subsidiaries | - | - | 22,467,109 | 22,467,109 | |
Prepayments | 131,240 | 142,820 | - | - | |
Restricted cash | 16a | 4,372,218 | 4,822,553 | - | - |
829,059,361 | 863,936,180 | 51,519,463 | 53,834,026 | ||
Current assets | - | 30,798,315 | |||
Inventories | 13 | 10,665,557 | 35,504,317 | ||
Derivative financial assets | 1,162,926 | 2,471,255 | - | - | |
Trade & other receivables and contract assets | 14 | 144,170,617 | 51,678,645 | 215,997,254 | 123,073,023 |
Deposit for shares | 12,134,619 | 10,875,000 | - | - | |
Prepayments | 2,239,261 | 2,166,838 | 54,626 | 66,122 | |
Financial assets at fair value through profit or loss | 11 | 58,663 | 54,835 | 56,084 | 52,256 |
Short term investments | 15 | 1,774,472 | 1,500,136 | 1,774,472 | 1,500,136 |
Cash and cash equivalents (excluding bank overdrafts) | 16b | 50,993,774 | 27,876,864 | 941,562 | 1,193,819 |
223,199,889 | 132,127,890 | 218,823,998 | 156,683,671 | ||
Total assets | 1,052,259,250 | 996,064,070 | 270,343,461 | 210,517,697 |
Equity and Liabilities | |
Equity attributable to equity holders of the parent | |
Share capital | 21 |
Share premium | 21 |
Retained loss | |
Other reserves | |
Non controlling interest | |
Total equity | |
Liabilities | |
Non-current liabilities | |
Borrowings | 18 |
Deferred income tax liabilities | |
Decommissioning provisions | 20 |
Lease Liabilities | 19 |
Retirement benefit obligation | |
Current liabilities | |
Trade and other payables | 17 |
Borrowings | 18 |
Lease Liabilities | 19 |
Current income tax liabilities | |
Dividend payable |
Total liabilities
Total equity and liabilities
6,215,706 | 6,215,706 | 6,215,706 | 6,215,706 |
176,588,527 | 176,588,527 | 176,588,527 | 176,588,527 |
(494,675,805) | (480,619,594) | (385,507,824) | (385,020,138) |
178,704,670 | 172,937,110 | - | - |
(133,166,902) | (124,878,251) | (202,703,591) | (202,215,905) |
(4,987,258) | (4,139,440) | - | - |
(138,154,160) | (129,017,691) | (202,703,591) | (202,215,905) |
145,527,289 | 167,317,327 | - | - |
3,179,008 | 3,203,782 | - | - |
147,727,580 | 143,139,816 | 111,774 | 109,408 |
3,220,933 | 4,022,392 | 20,744,070 | 18,151,150 |
484,266 | 480,327 | - | - |
300,139,076 | 318,163,644 | 20,855,844 | 18,260,558 |
530,237,010 | 446,930,768 | 344,334,061 | 283,743,484 |
294,171,268 | 293,464,673 | 98,626,061 | 99,022,858 |
641,024 | 295,395 | 859,519 | 5,189,711 |
63,574,755 | 64,577,004 | 6,721,290 | 4,866,714 |
1,650,277 | 1,650,277 | 1,650,277 | 1,650,277 |
890,274,334 | 806,918,117 | 452,191,208 | 394,473,044 |
1,190,413,410 | 1,125,081,761 | 473,047,052 | 412,733,602 |
1,052,259,250 | 996,064,070 | 270,343,461 | 210,517,697 |
These unaudited consolidated and separate financial statements were approved by the Board of Directors on 29 March 2024 and signed on its behalf by:
Group Chief Executive | Group Chief Financial Officer | |
Mr. Jubril Adewale Tinubu | Mr. Adeola Ogunsemi | |
FRC/2013/NBA/00000003348 | FRC/2016/ICAN/00000014639 |
The accounting policies and notes form an integral part of these unaudited interim consolidated and separate financial statements.
7
Oando PLC
UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS UNAUDITED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2022 AND 2021
GROUP
Balance as at 1 January 2021
Loss for the period
Other comprehensive loss for the year
Change in ownership interests in subsidiaries that do not result in a loss of control
Balance as at 31 March 2021
Balance as at 1 January 2022
Loss for the period
Other comprehensive income/(loss) for the period
Balance as at 31 March 2022
Company
Balance as at 1 January 2021
Loss for the period
Balance as at 31 March 2021
Balance as at 1 January 2022
Loss for the period
Balance as at 31 March 2022
Share Capital | |||||
& Share | Retained | Equity holders of | Non controlling | ||
Premium | Other reserves | earnings | parent | interest | Total equity |
N'000 | N'000 | N'000 | N'000 | N'000 | N'000 |
182,804,233 | 155,734,328 | (424,258,964) | (85,720,403) | 18,037,209 | (67,683,194) |
- | - | (29,078,663) | (29,078,663) | (193,003) | (29,271,666) |
- | (377,122) | - | (377,122) | (618,585) | (995,707) |
- | 18,605,672 | (92,178,000) | (73,572,328) | (18,378,422) | (91,950,750) |
182,804,233 | 173,962,878 | (545,515,627) | (188,748,516) | (1,152,801) | (189,901,317) |
182,804,233 | 172,937,110 | (480,619,594) | (124,878,251) | (4,139,440) | (129,017,691) |
- | - | (14,056,211) | (14,056,211) | (1,025,361) | (15,081,572) |
- | 5,767,560 | - | 5,767,560 | 177,543 | 5,945,103 |
182,804,233 | 178,704,670 | (494,675,805) | (133,166,902) | (4,987,258) | (138,154,160) |
Share Capital & | Retained | ||||
Share Premium | earnings | Total equity | |||
N'000 | N'000 | N'000 | |||
182,804,233 | (356,895,742) | (174,091,509) | |||
- | (32,342,284) | (32,342,284) | |||
182,804,233 | (389,238,026) | (206,433,793) | |||
182,804,233 | (385,020,138) | (202,215,905) | |||
- | (487,686) | (487,686) | |||
182,804,233 | (385,507,824) | (202,703,591) |
8
Oando PLC
UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2022 AND 2021
NOTES | Group | Group | Company | Company | |
2022 | 2021 | 2022 | 2021 | ||
N'000 | N'000 | N'000 | N'000 | ||
Cash flows from operating activities | |||||
Cash generated from operations | 23 | 12,700,955 | (15,485,321) | 4,015,478 | (32,847,838) |
Net changes in working capital | 24 | 28,623,596 | 4,682,825 | (4,002,340) | 34,966,805 |
Interest paid | (6,872,461) | (5,527,239) | (2,334) | (91,428) | |
Income tax paid | (416,747) | (204,886) | - | - | |
Net cash generated from/(used in) operating activities | 34,035,343 | (16,534,621) | 10,804 | 2,027,539 | |
Cash flows from investing activities | |||||
Purchases of property plant and equipment | (4,095,870) | (1,940,244) | (119,205) | ||
Deposit for shares | (1,729,119) | - | - | ||
Purchase of intangible exploration assets | (50,618) | (33,314) | - | - | |
Proceeds from sale of property, plant and equipment | - | 56 | - | - | |
Premium paid on hedges | (340,742) | - | - | - | |
Finance lease received | 2,484,622 | 2,383,424 | 1,327,178 | 1,563,773 | |
Interest received | 720 | 2,020 | 715 | 2,019 | |
Net cash (used in)/generated from investing activities | (3,731,007) | 411,942 | 1,208,688 | 1,565,792 | |
Cash flows from financing activities | |||||
Proceeds from borrowings | 99,838,653 | 36,007,167 | - | - | |
Repayment of borrowings | (105,688,118) | (5,037,335) | (102,500) | (1,253,223) | |
Lease payments | (405,229) | (1,808,126) | (1,353,531) | (2,577,917) | |
Restricted cash | 242,134 | (3,616,952) | - | - | |
Net cash (used in)/generated from financing activities | (6,012,560) | 25,544,754 | (1,456,031) | (3,831,140) | |
Net change in cash and cash equivalents | 24,291,776 | 9,422,075 | (236,539) | (237,809) | |
Cash and cash equivalents at the beginning of the period | 27,876,864 | 14,566,389 | 1,193,819 | 1,072,747 | |
Exchange gain on cash and cash equivalents | (1,174,866) | (74,965) | (15,718) | (3,164) | |
Cash and cash equivalents at end of the period | 50,993,774 | 23,913,499 | 941,562 | 831,774 | |
Cash and cash equivalent at period end is analysed as follows: | 50,993,774 | 23,913,499 | 941,562 | 831,774 | |
Cash and bank balance | 16b |
The accounting policies and notes form an integral part of these unaudited consolidated and separate financial statements.
9
Oando PLC
UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022 AND 2021
1 General information
Oando PLC (formerly Unipetrol Nigeria Plc.) was registered by a special resolution as a result of the acquisition of the shareholding of Esso Africa Incorporated (principal shareholder of Esso Standard Nigeria Limited) by the Federal Government of Nigeria. It was partially privatised in 1991 and fully privatised in the year 2000 following the disposal of the 40% shareholding of Federal Government of Nigeria to Ocean and Oil Investments Limited and the Nigerian public. In December 2002, the Company merged with Agip Nigeria Plc. following its acquisition of 60% of Agip Petrol's stake in Agip Nigeria Plc. The Company formally changed its name from Unipetrol Nigeria Plc. to Oando PLC in December 2003.
Oando PLC (the "Company") is listed on the Nigerian Stock Exchange and the Johannesburg Stock Exchange. In 2016, the Company embarked on a reorganisation and disposed some subsidiaries in the Energy, Downstream and Gas & Power segments. The Company retains its significant ownership in Oando Trading Bermuda (OTB), Oando Trading Dubai (OTD) and its upstream businesses (see note 3 for segment result), hereinafter referred to as the Group.
On October 13, 2011, Exile Resources Inc. ("Exile") and the Oando Exploration and Production Division ("OEPD") of Oando PLC ("Oando") announced that they had entered into a definitive master agreement dated September 27, 2011 providing for the previously announced proposed acquisition by Exile of certain shareholding interests in Oando subsidiaries via a Reverse Take Over ("RTO") in respect of Oil Mining Leases ("OMLs") and Oil Prospecting Licenses ("OPLs") (the "Upstream Assets") of Oando (the "Acquisition") first announced on August 2, 2011. The Acquisition was completed on July 24, 2012 ("Completion date"), giving birth to Oando Energy Resources Inc. ("OER"); a company which was listed on the Toronto Stock Exchange between the Completion date and May 2016. Immediately prior to completion of the Acquisition, Oando PLC and the OEPD first entered into a reorganization transaction (the "Oando Reorganization") with the purpose of facilitating the transfer of the OEPD interests to OER (formerly Exile).
OER effectively became the Group's main vehicle for all oil exploration and production activities.
In 2016, OER previously quoted on Toronto Stock Exchange (TSX), notified the (TSX) of its intention to voluntarily delist from the TSX. The intention to delist from the TSX was approved at a Board meeting held on the 18th day of December, 2015. The shares of OER were delisted from the TSX at the close of business on Monday, May 16th 2016. Upon delisting, the requirement to file annual reports and quarterly reports to the Exchange will no longer be required. The Company believes the objectives of the listing on the TSX was not achieved and judges that the continued listing on the TSX was uneconomical.
To effect the delisting, a restructuring of the OER Group was done and a special purpose vehicle, Oando E&P Holdings Limited ("OEPH") was set up to acquire all of the issued and outstanding shares of OER. As a result of the restructuring, shares held by the previous owners of OER (Oando PLC (93.49%), the institutional investors in OER (5.08%) and certain Key Management Personnel (1.43%)) were required to be transferred to OEPH, in exchange for an equivalent number of shares in OEPH. The share for share exchange between entities in the Oando Group is considered as a business combination under common control not within the scope of IFRS 3.
OEPH purchased the remaining shares in OER from the remaining shareholders who did not partake in the share for share exchange arrangement for a cash consideration. The shareholders of the 5,733,277 shares were paid a cash consideration of US$1.20 per share in accordance with the plan of arrangement. As a result of the above, OEPH owns 100% of the shares in OER.
'Pursuant of the Amended and Restated Loan Agreement between West Africa Investment Limited (the "Lender" /"WAIL"), Goldeneye Energy Resources Limited (the "Borrower") and Oando PLC (the "Guarantor") dated March 31, 2016, on one hand; and another Amended and Restated Loan Agreement between Goldeneye Energy Resources Limited (the "Borrower"), Southern Star Shipping Co Inc. (the "Lender"/"SS") and Oando PLC (the "Guarantor") also dated 31 March 2016; Oando PLC provided financial guarantee to the Lenders to the tune of US$32m (WAIL: US$27m, SS: US$5m). The essence of the loans was for the borrower to acquire shares owned by the Lenders in Oando Exploration and Production Holdings Limited (OEPH), a subsidiary of Oando PLC. The Borrower agreed to repay the loans in 12 installments starting from March 2017.
The financial guarantee required Oando PLC to pay to the Lenders in its capacity as Guarantor, the loan amounts due (inclusive of accrued interest) if the Borrower is unable to pay while the Borrower is also required to transfer the relevant number of shares held in OEPH to the Guarantor or its Nominee in the event of default.
Upon failure by the Borrower to honour the repayment agreement, the Guarantor paid US$ 6.1m (which represented principal plus accrued interest) to SS on October 4, 2017. On the same date, the borrower executed a share transfer instrument for the purpose of transferring all the shares previously acquired from SS to the Calabar Power Limited, a wholly owned subsidiary of Oando PLC. Consequently, the Guarantor was discharged of the financial guarantee to SS and Oando PLC now owns 78.18% (2016: 77.74%) shares in OEPH. The Borrower and Lenders are not related parties to the Guarantor.
On May 19, 2018, Oando PLC (through its subsidiary Calabar Power) acquired 8,631,225 shares in OEPH from some non-controlling interests (NCI) who were paid a cash consideration of US$1.20 per share in accordance with the plan of arrangement executed for some NCI following the delisting of OER in 2016. As a result, Oando PLC now owns 79.27% (2018: 78.18%) shares in OEPH.
Calabar Power (through Oando PLC) paid $8.3 million (N3 billion) in 2018 and $13.5 million (N4.9 billion) in 2019 to WAIL. On May 31, 2019, Goldeneye transferred 5,236,626 shares to Calabar Power amounting to $13,349,083.59, thereby increasing Oando PLC's (direct and indirect) percentage interest in OEPH to 79.93%. Amounts paid up to 31 December 2019 have been reflected as deposit for shares in these consolidated financial statements.
Subsequently, the company (through Oando PLC) paid the outstanding indebtedness to WAIL as follows: 2020: $1.5 million, 2021: $10 million while Goldeneye paid $4.12 million in 2022 out of the indebtedness to Oando PLC of $9.59 million. The final payment of $4.12 million extinguished the debt to WAIL as guaranteed by Oando PLC. Upon the final payment and on April 12, 2022, the outstanding shares of 12,218,788 were transferred to Calabar Power.
On November 2, 2020, M1 Petroleum Limited (an NCI in OEPH) transferred 2,935,774 shares in OEPH (amounting to $5 million) to Calabar Power thereby increasing
Oando PLC's (direct and indirect) percentage interest in OEPH to 80.3%. Furthermore, on 31 March 2021 (the "effective date"), OODP Nigeria (the "Seller") agreed to sell, assign and deliver to the Calabar Power Limited (the "Purchaser") and the Purchaser agreed to purchase and accept from the Seller the Shares - 128,413,672 common shares of Oando E & P Holdings Limited ("OEPH") free from all encumbrances on the effective date for a consideration of $225 million. The Seller and the
Purchaser further agreed that costs and taxes directly related to the sale and transfer by the Seller shall be borne by the Seller; and that the consideration will be paid in full by the Purchaser within twelve months from the effective date. The Seller and Purchaser executed a Share Transfer Form on the effective date. A Share Certificate covering the 128,413,672 common shares dated the effective date was also issued to the Purchaser by Oando E & P Holdings Limited thereby increasing Oando PLC's (direct and indirect) percentage interest in OEPH to 96.51%.
10
| Attention: This is an excerpt of the original content. To continue reading it, access the original document here. |
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Oando plc published this content on 23 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2024 15:24:10 UTC.
