1995 Annual report PDF 11.04MB

Transcription

CAIRN ENERGY PLC
v of terms
Contents
Financial and Of
Highlights
C.iirn Encrq-.. p|
Chairman's Statement
Chief Executive's I
Operational Review
Cairn Energy North Sea Limfted (formerly Clyde Petrole
{North Sea) Limited)
Geographical Perspectiv
Cairn Energy USA. inc.
Environmental Statement
Holland Sea Search Holding N.V
Holland Sea Search Bangladesh B.V
Midlands Power International Lmited and/o-r M-d lards
Report of Jhe Auditors
Board of Directors
Bangladesh Oil. Gas & Mineraf (Bangladesh Stale oil & ya
Bmuneration
company}
Tsredo Oils Limited
Committee
Financial Statements
barrels of oN equivalent
Notes to the Accounts
barrel nf ni: equiva ent oer day
Five Year Summary
barrels ot oil and condensate per day
billion (thousand ^tilJion) standard cub
square kilometre
Notice of AGM
thousands of barrels of oil equivalent pe- day
thousands of barrels of oil per day
thousand standard cubic [eel
million barrels ot oM equivalent
Company Information
Inside back cover
million standard cubic feet ot gas
million standard cubic feet of gas per day
mi-lion srandard cubic feet of gas equrvalent f
Registered Number
Production Sharing (
Organic Growth
Disposal
e Acquisition
Organic Growth
Organic Growth
Asset Acquisition
Disposal
Disposal
Organic
Corporals Acquisitions
Financial Highlights
• Profit for the year up to £8J9 million (199J4: £5.1 million)
Z60
• Turnover up to C21.7 million (1994: £15.$ million)
• Sale of remaining shareholding in CEUSA for £13.7 million, after tax
• Acquisition of 97.45% of HSSH for £17.9; million
220
• Acquisition of 10% interest;in the Gryphdn fie d for £35.8 million
Operational Highlights
• Outstanding success of Sahgu discovery!
• Average production increased to 5,843 bbepd (1994: 4,927 boepd)
• Reserves doubled from 10,p17 Mboe to £2,068 Mboe
• Current Group production around 9,000 boepd
—I
1992
CB million
1993
1994
MARKET CAPITALISATION
1995
£230 million
Shareholder Perspective
R E P O R T and A C C O U N T S 1
Sangu-1 testing
Sangu-1 testing
Global Perspi
lOJune.signatursof
Bangladesh Blockl 5 PSC
22 June, sate of remaining
CEUSA shares
7 December, spudding of Sangu-1
wall offshore Bangladesh
1 July, Gryphon acquisition
23 June, control ot HSSH
During 1995, Cairn
Chairman's Statement
transformed the scale,
During 1995, Cairn transformed
Oil and gas reserves doubled
significant exploration potential,
the scale, spread and quality of
from 10,917 Mboe to 22,068
with a number of undrilled
~n9demands°pWad and quality oF
its business. In a period of intense
Mboe. Production averaged
prospects close to existing
Cairn's significant achiever^ents
activity, the Group made two
5,843 boepd for the year (1994:
discoveries, and offer the Group
in 1995 would not have'been
major acquisitions, expanded its
4,927 boepd), of which the UK
an extremely attractive risk to
possible without the skill,
activities in the Far East and
onshore contributed 2,325 boepd,
reward balance in future
dedication and determination
South East Asia, sold its remaining
the UK offshore 2,531 boepd and
exploration. There is a growing
both of its experienced
shareholding in CEUSA, and
the Netherlands 987 boepd,
demand for gas in Bangladesh
management team, and of its
raised £21.8 million by way of
Current Group production is
and the Group is planning an
highly able and motivated staff. I
equity issues. This gave Cairn
around 9,000 boepd.
active seismic and drilling
thank them all for their
programme on Sangu and other
contribution to what has been a
unexplored structures.
very exciting and successful year.
direct control of additional assets
and cash flows from which to
I am delighted to report the out-
grow and enabled it to drill two
standing success of the Sangu-1
wells offshore Bangladesh on a
well in Block 16, offshore
Cairn's alliance with Midlands in
Finally, I would like to convey my
100% basis, which led to the
Bangladesh. The Sangu-1 well
Bangladesh gives it the
warmest thanks to Dr Dickson
discovery of the Sangu gas field.
tested at 82 MMscfpd; the
opportunity to participate in
Mabon on his retirement from the
highest flow rate ever recorded
power generation in addition to its
Board after fourteen years'
Group profit for the year was £8.9
from a single well in Bangladesh.
traditional upstream activities.
service as a Director including five
million (1994: £5.1 million),
The Sangu-2 well has confirmed
Cairn has continued to focus on
years as Deputy Chairman. His
including exceptional items of
the potential for commercial
the Far East and South Asia,
wide experience and wise
£7.3 million. The principal
development. The Sangu field has
signing a PC in China thereby
counsel have played an important
exceptional item was the gain on
enhanced the prospectivity of the
supplementing existing
part in the development of the
sale of CEUSA shares. Turnover
acreage which the Group holds
operations in Thailand and
Group.
increased to £21.7 million (1994:
under contract.
Vietnam, All these regions have
£15,6 million).
Blocks 15 and 16 both have
experienced strong economic
Norman Lessels CBE
growth in recent years and an
18 April 199«
R E P O R T and A C C O U N T S
3
Ugly v Beautiful
Corporate Acquisition
Hidden Value
Less Com pel it ion
Chief Executive's Report
Introduction
Today, Cairn's market
Downside Protectior
Competitive Edgi
capitalisation is over £230 million;
three and a half years ago it was
less than £8 million. In the same
Price Per Barfe
period, the share price has
increased almost tenfold. This
Debt/Equity
growth has been achieved by
careful adherence to a clearly
defined strategy for development
Strategy
and growth.
Cairn plans to continue its pursuit
Realise Value
Add Value
of growth through a combination
of acquisitions, active asset
management and exploration.
Technical Expertise
Central to this strategy is the
careful assessment of the balance
;gic Buyer
Exploration
Exploitation
of exploration risk to reward and
the focus on opportunities
capable of providing material gain
Disposal
Organic Growth
relative to the Group's size. This
strategy offers the potential for
further capital growth.
Strategic Perspective
4 REPORT and A C C O U N T S
Ada and teallse value
Maximise commercial and
technical e»psrtise
Make ugly opportunities
beautiful
Maintain flexibility
Trade assets
Protect the downside
"Go or Grow"
Seek strategic alliances
Cairn's market
capitalisation is over
Growth Strategy
success. Cairn has little influence
Exploration
by acquiring, through its
working on pre-planning,
Cairn seeks a competitive edge in
on oil or gas prices and
In November 1995, Cairn signed
acquisition of HSSH, the 25%
including -conceptual design,
every aspect of its business,
consequently directs its efforts
its first PC with the Chinese
and 40% interests in Blocks 16
contractual negotiations and
whilst assessing and protecting
towards strategic acquisitions
authorities for Block 23/10
and 15 it did not already own.
the downside through risk
and organic growth from
offshore southern China,
management.
exploration,
illion; three and
years ago
Following the success of the
than £8 million.
Sangu-1 well which was tested
Strategic Alliances
from two zones at a cumulative
The future management of the
Cairn has an alliance with
rate of 82 MMscfpd, the Sangu-2
Sangu project and the realisation
Cairn is committed to:
Strategy in Action
• adding and realising value for
Acquisitions
Midlands covering a gas fuelled
well was drilled approximately
of the exploration and power
In 1995, Cairn acquired 97.45%
power project in Bangladesh,
5km north west of Sangu-1. The
development potentiai of
of HSSH for £17.9 million.
which could be expanded to
programme was curtailed so that
Bangladesh represent major
HSSH's pnncipal producing asset
include other projects in the
the rig could move off location
challenges which Cairn is facing
• being innovative
is its interest in the offshore
region, Similarly, Cairn intends to
prior to the monsoon season. The
with confidence. In 1995, we
• finding "ugly" opportunities
Markham gas field. Shortly
develop relationships or alliances
results of the two wells confirm
have placed ye! more stones on
which can be turned around
afterwards, the Group acquired a
with third parties where
the potential for a commercial
"the Cairn", These will give us the
and made "beautiful"
10% interest in the Gryphon oil
complementary skills can add
development and demonstrate
foundation to develop the Group
• maintaining flexibility
field, for £35.8 million, through its
value to the opportunities Cairn
the quality of technical expertise
further for the benefit of all
• trading assets
acquisition of CENS.
creates.
within the Group.
shareholders.
• seeking strategic alliances
Disposals
Organic Growth
The outstanding result of the
Bill Gammell
• applying a "go or grow" strategy
The Group sold its Spanish
In 1995, Cairn continued to build
Sangu discovery demonstrates
18 April 1996
assets held by TOL which had
its strategic position in
the impact of pursuing organic
the benefit of its shareholders
• maximising its commercial and
technical expertise
• protecting the downside
Increase in shareholder value can
become immaterial, for £2.4
Bangladesh by signing, together
growth through exploration
be achieved from an increase in
million, and its remaining share-
with HSSB, a PSC on Block 15
success. The project is now
oil or gas prices, imaginative
holding in CEUSA for £13.7
with the Government of
moving towards appraisal and
acquisitions and exploration
million after tax.
Bangladesh and PetroBangla and
development. Currently, Cairn is
R E P O R T and A C C O U N T S S
Sangu-1 testing
UK onshore drilling
;al Perspective
Operational Review
For exploi
50% interest in exploration
Southern England are in natural
planning authorities have
Group production averaged
licence PPL 139 in Papua New
decline. Nevertheless, in 1995 the
approved these amendments, the
5,843 boepd during 1995(1994:
Guinea and a 5.29% shareholding
Group was successful in
Group intends to proceed with
4,927 boepd). This production
in SOCOPerm, a US company
increasing its average onshore UK
the development oi^fd.O
comprised 4,856 bopd arid 5,9
with a 50% interest in a joint
production to 2,325 boepd
MMscfpd(1994: 2,846 bopd and
venture to develop oil fields in
(1994: 1,923 boepd). This
The continuing de-regulation of
12.5 MMscfpd). The increase in
European Russia.
increase was a result of the
the UK gas market has created
Summary
success of a six-well horizontal
potential commercial
acquisition of CENS which owned
The Group's strategy for
drilling programme across four
opportunities for existing fields, as
Mike watts
a 10% interest in the offshore UK
exploration focuses on international
producing oil fields, and also the
well as for undeveloped gas fields
General Manager,
Gryphon oil field, and the
opportunities, particularly in Far
contribution from an additional
on the Group's interests in
acquisition of HS5H which has
Eastern and South Asian
development well drilled on the
Southern England. In 1995,
producing interests in the
countries, where there is greater
Palmers Wood oil field.
feasibility studies continued to
Netherlands North Sea. These
potential to increase reserves and
Management continues to review
assess the relative merits of these
increases were partly offset by the
production than in the North Sea.
the potential for accelerating
opportunities, which include gas
Group's disposal of its interests in
This strategy has been rewarded
production and increasing
storage and embedded power
Spain. Current Group production
by a significant gas find offshore
reserves from these fields, using
generation.
is around 9,000 boepd,
Bangladesh, where the discovery
additional in-fill wells and
well flowed at a cumulative rate of
secondary recovery schemes.
production came from trie
New ventures
United Kingdom Offshore
Production and Development
82 MMscfpd. This discovery will
in the producing Markham, P/6
significantly increase the Group's
Following receipt of planning
The Group's 1995 average
proved and probable reserves.
permission for the phased
production for the UK offshore
development of the Storrington oil
increased to 2,531 boepd (1994:
United Kingdom Onshore
field, several amendments to the
614 boepd). This increase
interest in Block 15 in
development plan were made.
resulted from the contribution
Bangladesh. HSSH also has a
The Group's producing oil fields in
When the governmental and
from the newly acquired 10%
Netherlands North Sea, a 25%
interest in Block 16 and a 40%
Graham Ramsay
General Manager,
HSSH's main assets are interests
and P/12 gas fields in the
Exploration
7
interest in the Gryphon oil field.
developed gas reserves by 37.1
came on production in 1992.
. In December 1995, the P/6
• A deviated exploration well,
the development of the small
Bscf. HSSH's production
The Gryphon acquisition
averaged 11.7 MMscfpd in the
increased the Group's proved and
second half of 1995.
probable reserves base by an
Gryphon
Markham
drilled from the Markham 'A'
P/6 south field which will be tied
platform, tested gas at a rate of
to the main P/6 field. First gas is
expected in December 1996.
estimated 7.9 MMboe. Two
Approximately 60% of HSSH's
56 MMscfpd. This discovery
additional wells, one oil producer
production comes from the
was given separate field status
and one water injector, were
Markham gas field. Development
and was placed on production
drilled in the second half of 1995.
drilling on the UK segment of
in January 1996. The majority of
reached agreement with the P/2
As a result, Cairn's net share of
Markham was completed in
this field extends into adjacent
co-venturers to transport and
Gryphon production for the first
1995. The remaining production
acreage, though HSSH has a
process the letter's gas through
two months of 1996 averaged
comes from P/6 and the two
pre-unitisation equity interest of
P/6. HSSH will benefit from
4,100 bopd (second halt of 1995:
P/12 fields. Subsequent to the
1.8% in the gas sales revenues
additional tariff income, as well
3,944 bopd).
Group's acquisition of a
and a 4.7% interest in the tariff
as from the reduction in P/6 and
controlling interest in HSSH
income.
P/12 operating costs, as these
Exploration and Appraisal
several events have added value
The Group intends to dispose of
to these properties:
its three remaining UK offshore
exploration licences in view of
REPORT and ACCOUNTS
co-venturers formally approved
• Under the terms of the second
* The P/6 co-venturers have
will be shared across the three
• The Markham co-venturers have
licences. This will increase the
concluded agreements with
economic life of the P/6 and
each of two third parties to
P/12 fields.
their relatively high risk and limited
Markham gas price negotiations
transport and process gas
reward potential.
which commenced in November
through the Markham system,
1995, the field gas price will
leading to additional tariff
In the second half of 1996, it is
Netherlands Offshore
increase by approximately 16%
income. Further such third party
intended to drill the J/6 South
over the third quarter 1995
agreements are under
exploration prospect to the south
The Group's acquisition of HSSH
price. This rise follows a period
negotiation.
of Markham.
increased its proved and probable
of price decreases since the field
European Russia
combined area of these two
2
north west of Sangu-1, The
PSC, PetroBangla will purchase
blocks covers 15,673 km , which
Sangu-2 well encountered gas in
the gas offered. Discussions on a
During 1995, HSSH sold a 6.25%
is equivalent in area to 75 North
the main zone tested in the
gas sales and purchase
interest in SOCOPerm, a
Sea blocks,
Sangu-1 well. In addition deeper
agreement have already begun.
potential pay was encountered
company producing and
exporting oil from the PermTex
The Group acquired an
and the section has not yet been
In May 1995, Cairn signed a
Joint Venture area in European
exploration grid of marine seismic
fully penetrated. Sangu-2 has
memorandum of understanding
Russia, to Command Petroleum
data over Block 16 in early 1995;
been suspended with a view to
with Midlands pursuant to which
Limited {"Command") for US $3
subsequent interpretation of this
re-entry, testing and deepening.
Midlands acquired a 30% interest
million. Command holds an
data identified a number of
The programme was curtailed so
in a sub-area of Block 15
option to buy HSSH's remaining
significant prospects. In
that the rig could move off
including the Semutang gas field.
interest prior to 21 June 1996.
December 1995 the Group began
location prior to the monsoon
In November 1995, Cairn
drilling the Sangu-1 exploration
season.
exercised its option whereby it
South Asia - Bangladesh
well on a prospect approximately
Exploration, Appraisal,
half way between the Kutubdia
The results of the two wells
Development and Power
gas discovery and the port of
confirm the potential for a
project planned for the Dhaka
The Group has continued to build
Chittagong. This well discovered
commercial development and the
area. The power project could be
and add value to its strategic
a number of gas-bearing zones,
Group intends to develop the
fuelled by gas either from the
position in Bangladesh.
two of which were tested at a
Sangu field. The conceptual
Semutang gas f eld or from any
cumulative rate of 82 MMscfpd,
development plan calls for gas to
other gas discoveries that the
Following the signing of the PSC
The well was suspended as a
be produced and transported
Group elects to develop.
for Block 16 in 1994, Cairn and
potential future producer.
from a central production platform
Commercial
elected to participate in a
by a 45 km pipeline, to the
HSSB signed a PSC for Block 15
Malcolm Thorns
General Manager,
downstream integrated power
Gordon Cairns
General Manager,
Corporate Development
The Group's acreage in
with the Government of
Following the success of the
Chittagong area for connection
Bangladesh has considerable
Bangladesh and with
Sangu-1 well, the Sangu-2 well
into the domestic pipeline grid,
exploration potential. As a result,
PetroBangla, in June 1995. The
was drilled approximately 5 km
Under the terms of the Block 16
it is planning a seismic
R E P O R T and ACCOUNTS 9
programme commencing in the
Halda Valley, Bangladesh
via road tanker to a refinery near
Bangkok. In 1995 the well
producing Dragon oil field. An
of any further exploration drilling.
produced steadily at
exploration well to test the prospect
In November 1995, Cairn signed
is scheduled for rnid 1996.
a PC with the Chinese authorities
If the existing shortfall in the
approximately 300 bopd, with no
domestic gas market can be
signs of water breakthrough or
satisfied, and a sufficient reserve
reservoir pressure decline, and
China
base can be established within
the entire cost of the process
southern China. Block 23/10
REPORT and ACCOUNTS
for Block 23/10 which is located
in the Beibu Gulf area, offshore
Bangladesh to meet expected
facilities have been recovered.
As part of the Group's focus on
covers an area of 2,945 km2,
growth in demand, then the
The Wichian Buri field is under
the Far East and South Asia, it
equivalent in area to 12 North Sea
Group can envisage possible
review after a fourth well, drilled
has identified China as an area of
blocks, and lies within the
export of gas to India by pipeline
early in 1996, was dry.
potential opportunity, provided
producing Beibu wan Basin north-
that entry costs can be
west of Hainan Island. There is
It had been planned to put the
minimised. China has recently
some existing seismic coverage
The Group continued its offshore
Na Sanun-1 discovery well on a
moved from being a net oil
of the block but it has previously
operations throughout the period
long-term test commencing in
exporter to being a net oil
been onfy lightfy explored by
of civil unrest surrounding the
November 1995. However,
importer and its energy demand
drilling. However, the results of
recent general election, with no
technical problems were
continues to grow in conjunction
that drilling were encouraging
significant supply or other
encountered and the well has
with the growth in its economy.
with one well testing in excess of
logistical problems.
been shut in pending some
additional well intervention work
10
50-200 WMboe.
second half of 1996, in advance
in the longer term.
Casing, onshore Thailand
which lies only 10 km from the
Far East and Pacific Rim
Thailand
scheduled for 1996.
4,000 bopd of good quality oil.
Following unsuccessful
Cairn has identified multiple leads
exploration by the oil majors in
and prospects on the block;
the early 1990s, many foreign oil
consequently, it plans to augment
Vietnam
companies withdrew from China.
the existing seismic coverage by
The Wichian Buri-1 well was put
Licensing terms have since
acquiring additional seismic
on a long-term production test in
A 3-D seismic survey was
improved, and acreage is
during 1996 with the aim of
May 1995, with oil being exported
conducted over the Vai prospect
available with prospect siHes of
ranking these prospects. After
n November 1995,
Cairn signed a PC with
this, it is intended to drill the
In view of high drilling costs in thii
highest-ranked prospect in 1997.
area, the Group is seeking to
USA
through a fanm-outSdi
The Group continues to consider
committing to drilling a well. In
opportunities for investment in the
structuring a farm-out, the Group
Gulf of Mexico, Early in 1996, the
intends to retain sufficient equity
Group participated in an
to offer it material organic growth
unsuccessful exploration well on
in the event of success.
•^
re-. •
mitigate its financial-exposure-,
block 237
Ship Shoal 251 block.
Acreage Rationalisation
Papua New Guinea (PNG)
In 1995 and 1996 the Group
continued to rationalise its
The PPL 139 permit is of some
exploration acreage. It sold,
historical importance, since it
relinquished or withdrew from its
contains the site of the first oil
interest in those licences it
discovery in PNG, which was
determined as being no longer
plugged and abandoned by BP in
material or having no upside
1957. It was also the first location
potential. This rationalisation
at which a heliportable drilling rig
included Blocks 44/17, 48/23b
was used. The permit straddles
and 22/1 b in the UK North Sea,
the Highland thrust front, and
seven UK onshore licences, and
there are three sub-thrust
PPL 38702 in New Zealand, as
structures, which are identifiable
well as Blocks Q/2c, B/14b and
on seismic data, which have
B/17c in the Netherlands North
potentially 700 MMboe in place.
Sea and VIC/P33 in Australia.
Hew Dundas
General Manager, Legal
and Company Secretary
Bangladesh
REPORT and A C C O U N T S
11
Group Turnover
1990
1991
1982
1993
1994
1995
Average UK Oil Prices
1990
1991
1992
1993
1994
1995
1994
1995
Group Production
1990
Commercial Perspective
1991
1992
1993
TumavBrnf£21.7milhoo
(1994:615.6 million)
Gross profit of E3.8 million
(1994: 2.9 million)
Operating profit, excluding exceptional items,
of £2.1 million (1991: loss of £3.7 million)
Profit before tai of £9.5 million
Profit for the year of EB.9 million
(1994: £5.1 million)
(1994: E9.4 million)
111"
UC
Financial Review
reduced to three.
in the profit and loss account.
Introduction
The comparative f gures for 1994
1995. It is pleasing to note that
The financial position of the Group
include the results of CEUSA to
the current gas price negotiations
was strengthened substantially
11 October 1994, and those of
for the Markham gas field which
The exceptional gain on the sale
during 1995 with the acquisition
TOL for the full year.
commenced in November 1995
of 2,792,260 CEUSA shares
December 1995 both ii
are forecasting a sales price
during 1995 was £6.6 million,
and the Netherlands. Based
of HSSH and of a 10% interest in
The Group has substantial trading
losses carried forward at 31
the Gryphon oil field, the results of
Results for the Year
approximately 16% higher than
after providing for taxation. The
current assumptions,
which are included in the Group
Turnover was £21.7 million, an
the previous contract.
Group no longer holds any shares
flows from the Group's interest in
accounts for the second half of
increase of 39 % compared with
in CEUSA. The total proceeds
the Gryphon oil field ai
1995. The financial benefit of
turnover for 1994 of £15.6 million.
Operating profit excluding
raised from the sale of shares in
to be free of UK Corporation Tax
these acquisitions can be seen
The contribution to Group
exceptional items was £2.1 million,
CEUSA between 1993 and 1995
for a number of years. The cash
from the increase in turnover,
turnover from its interest in the
almost a 100% increase
was £42 million which is £16.6
flows in the Netherlands are also
operating profit (excluding
Gryphon field was £7.4 million
compared to E1.1 million for 1994.
exceptional items) and profit after
and £3,8 million from HSSH.
The Directors are committed to
tax, with the Gryphon revenues
million in excess of the initial cost
projected to be free of
of investment, before tax and
Netherlands Corporate Income
£12.1 million after tax.
Tax although Netherlands State
Profit Share, similar to PRT, may
contributing the most to profit.
The average price achieved in
reducing the Company's
1995 for the Group's UK oil
exposure to exploration
Taxation
Since the beginning of 1996, the
production was $15,49 per barrel
expenditure in the North Sea. At
US tax of £2.9 million was paid
Brent oil price has been in a
(1994: $14.03), The 1995
30 June 1995, they considered it
on the sale of CEUSA shares
Capita! Expenditure
range from below §17.00 to over
average sterling oil price per
prudent to write down the
completed during 1995. The
The oil and gas assets disclosed
$23.00 per barrel. The average oil
barrel achieved for the Group's
carrying cost of the UK offshore
treatment of the sales of CEUSA
in the Group balance sheet at 31
price per barrel achieved by the
UK production was £9.82 (1994:
pool by £1.1 million. This gave
shares for UK tax purposes was
December 1995 represent UK,
Group for Gryphon revenues for
E9.15).
the first quarter of 1996 was
'
be payable in the future.
rise to an operating profit after
agreed with the UK Inland
European and International '
exceptional items of £1.0 million
Revenue during 1995 and an
assets. The Group's share of
$17.75 (net of discounts); which
HSSH achieved an average price
(1994: loss of £3.7 million) The
amount of £2.5 million which was
capital expenditure, additions and
is better than that projected for
per Nnr5 of Dutch gas of
Company's interests in North Sea
provided in the 1994 accounts for
acquisitions of oil and gas assets
1996 at the time of the acquisition.
NLG 0.16 for the second half of
exploration licences are now
UK taxation has been written back
during 1995 amounted to
REPORT and ACCOUNTS
II
£79.1 million (1994: £24.8 million)
received on 3 January 1996 and
Financial Risk Management
of which C64.9 million was
are included in the Group balance
Cairn's policy is to seek to limit
development/producing
sheet within "prepayments and
risk associated with adverse
expenditure and £14,2 million
accrued income."
movements in the $/£ foreign
was exploration expenditure.
Seismic operations-Bangladesh
exchange rate and oil price and,
At 31 December 1995, the Group
as appropriate, undertakes
Cash Flow and Debt
had cash balances of £3.5 million
hedging of short-term $/£
The acquisition of HSSH was
(1994: E16.7 million), and debt of
exchange rate and oil price
financed principally by the
£31.5 million [1994: £5.9 million).
exposures within clearly defined
proceeds of sales of the CEUSA
The net debt position at the year
limits whilst retaining exposure to
shares completed during 1994
end taking into account the share
oil and gas prices in the medium
and 1995 whilst the acquisition of
issue proceeds was £23.2 million
and long term.
GENS was financed by a
(1994: net cash of £10.8 million)
combination of the rights issue
and gearing was 33%.
During the year a proportion of $
bank finance. These acquisitions
Going Concern
the year end a small proportion of
contributed £7.6 million to
The Directors have considered
the Group's UK oil production has
operating cash flow during the
the factors relevant to support a
been hedged for the months of
second half of 1995, being 58%
statement on going concern and
March to May 1996.
of the operating cash flow for the
they have a reasonable
full year.
expectation that the Company will
proceeds of £16,9 million, and
UK Onshore
revenues were hedged and since
continue in operational existence
On 22 December 1995, the
for the foreseeable future and
Company issued 4,377,703 new
have therefore used the going
shares at a price of 111.5p per
concern basis in preparing the
share raising proceeds of
financial statements.
£4.9 million. The proceeds were
10
REPORT and ACCOUNTS
Report of the Auditors
To the Members of
Basis of Opinion
irregularity or error. In forming our
20 to 21 on the Company's
corporate governance procedures
Cairn Energy PLC
We conducted our audit in
opinion we also evaluated the
compliance with the paragraphs
nor on the ability of the Group to
continue in operational existence.
We have audited the accounts on
accordance with Auditing
overall adequacy of the present-
of the Code of Best Practice
pages 24 to 39 which have been
Standards issued by the Auditing
ation of information in the accounts.
specified for our review by the
prepared under the historical cost
Practices Board. An audit
convention and the accounting
includes examination, on a test
London Stock Exchange. The
Opinion
Opinion
objective of our review is to draw
With respect to the Directors'
statements on internal financial
policies set out on page 26.
basis, of evidence relevant to the
In our opinion the accounts give a
attention to any non-compliance
We have also examined the
amounts and disclosures in the
true and fair view of the state of
with those paragraphs of the
control on page 21 and going
Code which is not disclosed,
concern on page 16, in our
amounts disclosed relating to the
accounts. It also includes an
affairs of the Company and of the
emoluments, share options and
assessment of the significant
Group as at 31 December 1995
opinion the Directors have
provided the disclosures required
long-term incentive scheme
estimates and judgements made
and of the profit of the Group for
We carried out our review in
interests of the Directors which
by the Directors in the preparation
the year then ended and have
accordance with Bulletin 1995/1
by paragraphs 4.5 and 4.6 of the
Code {as supplemented by the
form part of the report to share-
of the accounts, and of whether
been properly prepared in
'Disclosures relating to corporate
holders by the Remuneration
the accounting policies are
accordance with the Companies
governance' issued by the
related guidance for directors)
Act 1985.
Auditing Practices Board and
and such statements are
Committee on pages 22 to 23.
appropriate to the Group's
assessed whether the Directors
consistent with the information of
Ernst & Young
statements on going concern and
which we are aware from our
of Directors and Auditors
Chartered Accountants,
internal financial control are
audit work on the accounts,
As described on page 21 the
We planned and performed our
Registered Auditor, Edinburgh
consistent with the information of
Based on enquiry of certain
Company's Directors are
audit so as to obtain all the infor-
1 a April 1996
which we are aware from our
Directors and officers of the
audit. TTiat Bulletin does not
Company, and examination of
circumstances, consistently
Respective responsibilities
applied and adequately disclosed.
responsible for the preparation of
mation and explanations which
the accounts. It is our
we considered necessary in order
Report by the Auditors to Cairn
require us to perform the
relevant documents, in our
responsibility to form an
to provide us with sufficient
Energy PLC on Corporate
additional work necessary to, and
opinion the Directors' statement
independent opinion, based on
evidence to give reasonable
Governance Matters
we do not, express any opinion
on page 21 appropriately reflects
Emst & Young
our audit, of those accounts and
assurance that the accounts are
In addition to our audit of the
on the effectiveness of either the
the Company's compliance with
Chartered Accountants,
to report our opinion to you.
free from material misstatement,
accounts we have reviewed the
Group's system of internal
the other paragraphs of the Code
Edinburgh
whether caused by fraud or other
Directors' statements on pages
financial control or the Company's
specified for our review.
13Apnl1996
R E P O R T and
ACCOUNTS
17
The Board Of Directors (Non Executive Directors)
Norman Lessels CBE* Chairman
Norman Levels, aged 57, is the senior partner of Chiene &
Tail, Chartered Accountants. He joined the Board in 1988 and
was appointed Chairman in May 1991. He is currently
Chairman of Standard Life Assurance Company and Havelock
Europa PLC. He is also a Director of Bank of Scotland,
Scottish Eastern Investment Trust PLC, Robert Wiseman
Dairies PLC and a number of other companies. He is a past
president of the Institute of Chartered Accountants of
Scotland.
Norman Lessels CBE*
Chairman
TheRtHonDrJ Dickson
:
Sir David Thomson Bt*
Mabon PC*
Deputy Chairman
Hamish Grossart*
The Rt Hon Dr J Dickson Mabon PC* Deputy Chairman
Dickson Mabon, aged 70, joined the Board in 1982 and was
appointed Deputy Chairman in May 1991. He was a senior
Government Minister far nearly ten years, sen/ing as Minister
of State in the Scottish Office and laler at the Department of
Energy. He is also a member of the Energy Saving Trust.
Executive Directors
Sir David Thomson Bt*
Sir David Thomson, aged 56, joined the Board in 1971. He is
currently Chairman of Sritannia Steam Ship Insurance
Association Limited, Through Transport Mutual Insurance
Association Limited and Rarmigan International Capital Trust
pic. He is also a Director of James Rsher & Sons pic, Kynoch
Group pic and a number o1 other companies and financial
institutions.
Hamish Grossart*
Bill Gammell
Agnes Macleod
Philip TVaey
Chief ExecuiK/e
Finance Director
Technical Director
Hamish Grossart, aged 39, joined the Board in September
1994. He is currently Chairman of Eclipse Blinds pic, EFT
Group pic, Hicking Pentecost pic and Scottish Highland
HoteJs Group Limited. HB is also Deputy Chairman of Scottish
Radio Holdings pic.
Management Board
Bill Gammell, Agnes Macleod, Philip Tracy
Gordon Cairns, Hew Dundas, Graham Ramsay, Malcolm Thorns, Mike Watts.
IS R E P O R T a n d A C C O U N T S
* Members of UKS Audit and Remuneration Committees
Report of the Directors
The Directors present their report and the Group accounts for the year ended 31
1 for 3 Rights Issue at 80p per share in August 1995. On 29 December 1995, the entire
December 1995.
trade of GENS was transferred to the Company.
Results and Dividend
Pursuant to the authority granted by shareholders on 2 May 1995 to allot shares up to 5%
The Group made a profit of £8.9 million which has been transferred to reserves. The
of the issued share capital of the Company for cash, the Company issued 4,377,703
Directors do not recommend the payment of a dividend for fhe year ended 31 December
ordinary shares at 111.5p per share raising £4.9 million (net of expenses).
1995. A more detailed review of the results for the year is given in the Financial Review on
pages 15 to 16.
A more detailed review of the business, and details of the exploration and development
activities of the Group are given in the Chairman's Statement, the Chief Executive's Report
Principal Activity and Review of the Business
and the Operational Review on pages 3 to 11.
The principal activity of the Company and its subsidiary undertakings is the exploration for
and production of oil and gas in the United Kingdom and internationally.
Fixed Assets
Significant changes in fixed assets are set out in notes 11 to 13 to the accounts.
In April 1995, the Company sold 169,000 CEUSA shares at an average price of S8 per
share. In June 1995 the Company sold its remaining shareholding of 2,623,260 CEUSA
Special Business at the Annual General Meeting
shares at a price of $9.75 per share. Total proceeds raised, after expenses and tax were
At the Annual General Meeting of the Company to be held on 28 Way 1996 a resolution will
approximately £13.7 million.
be proposed as a Special Resolution to give the Directors limited power to allot shares in
disapplication of statutory pre-emption rights.
The interests of the Group in Spain, held by its subsidiary TOL, were sold for E2.4 million.
On 23 June 1995, control was achieved of HSSH; an oil and gas exploration and
Resolution 5 contains a special resolution empowering the Directors to allot unissued
production company listed on the Amsterdam Stock Exchange, whose principal assets are
ordinary shares for cash otherwise than to existing ordinary shareholders pro rata to their
Netherlands offshore gas producing interests, and also interests in Blocks 15 and 16 in
holdings up to an amount equal to 5% of the issued share capital of the Company
Bangladesh. At 31 December 1995, the Company had acquired 97.45% of HSSH fora
immediately following the Annual General Meeting or to disapply pre-emption rights in the
total consideration of C17.9 million. Since the year end, the Company compulsorily
context of a rights issue to the extent necessary for fractional entitlements or to deal with
acquired the remaining minority interests of HSSH.
the laws of foreign jurisdictions.
On 8 August, 1995 the Company acquired GENS, whose principal asset was a 10 %
The Directors do not have any present intention of issuing any part of the unissued share
interest in the Gryphon oil field, in the UK sector of the North Sea. In order to part finance
capital but consider it in the shareholders' interest that they should have the flexibility to do
the cost of this acquisition the Company raised £16.9 million after expenses by way of a
so when this is in the best interests of the Company.
REPORT and ACCOUNTS
IB
Directors' and Officers' Liability Insurance
undertakings. Directors' interests in options over ordinary shares are set out on page 23.
The Company has purchased and maintained insurance to cover Directors' and Officers'
Share Option Scheme
liabilities as permitted by Section 310(3) of the Companies Act 1985.
Resolution 4 in the Notice convening the Annual General Meeting seeks shareholders'
Directors
approval to establish the Cairn Energy PLC 1996 Second Share Option Scheme and to
The present Directors, who held office on 31 December 1995, are shown on page 18.
make minor amendments to the existing Executive Share Option Scheme, further details of
In accordance with the Articles of Association, N. Lessels CBE is retiring by rotation at the
which are contained in the letter from the Chairman enclosed with this Report and Accounts,
Annual General Meeting and offers himself for re-election. The Rt Hon J Dickson Mabon
PC has notified the Board that he will be retiring from the Board at the conclusion of the
Substantial Interests
Annual General Meeting.
The following have reported interests of 3% or more of the ordinary shares of the Company
under the terms of Section 199 of the Companies Act 1985 as at 16 April 1996.
The interests of the Directors and persons connected with them within the meaning of
section 346 of the Companies Act 1985 ("the Act") in the ordinary shares of the Company
which have been notified pursuant to section 324 or section 328 of the Act are as follows:
Al 31 December
At 31 December
1!¥»
1«M
Mercury Asset Management
SHt
:ion
Scottish Provident Institution!
General Accident Group
4.U8%
80,035
Scottish value Trust PLC
•3,933,333
4.27%
3,700,000
4.02%
30,135
Rt Hon Dr J D Mabon PC
Sir David Thomson Bt
Won-Beneficial
6,000
106,713
A Macleod
Beneficial
Beneficial
12.000
9,000
5.38%
12,507
Beneficial
Beneficial
5.41%
5.22%
Rt Hon Dr J D Mabon PC
12,000
30,135
W B B Gammell
P O J Tracy
12.44%
4,578,966
4.425,833
14,000
13,333
431,349
11,437,928
4,977,019
4,950,000
4, ra8,932
Beneficial
H M Grossart
~Vi..( • ;igsrjt
issued ordinary
share capital
Fidelity International Ltd
Martin Curie Investment Management Ltd
nagers
Cart more Investment Managers
N I essels CBE (Chairman)
Beneficial
Beneficial
Number of
existing
Caitn shares
il Assurance
4.81%
346,804
9,000
6,750
Corporate Governance
The Company complied with the provisions of the Code of Best Practice issued by the
Note: The interest of W B B Gajnmell includes 118,024 Cairn sftares which are teld in discretionary trusts, where
children of W B B Gammell are potential beneficiaries.
20
REPORT
Cadbury Committee in its report on the Financial Aspects of Corporate Governance.
There has been no change in the interests of any of the Directors in the ordinary shares of
Board of Directors ("the Board")
the Company, as at 16 April 1996. None of the Directors has a material interest in any
The Board currently comprises four experienced Non-Executive Directors, and three
contract, other than a service contract, wrth the Company or any of its subsidiary
Executive Directors with a clear separation of the roles of Chairman and Chief Executive.
and ACCOUNTS
The Board meets approximately on a monthly basis, and maintains overall control over
financial, strategic, budgetary and organisational issues. The appointment of Directors is a
• regular review by the Board of all key operating and functional activities, including
mandatory reporting on health and safety.
formal process involving all members of the Board.
• approval by the Board of all major investments, with proposals being subject to detailed
Board Committees
• the appointment of an Audit Committee, to oversee the financial reporting of the Group
strategic and commercial examination.
The Board has established an Audit Committee and a Remuneration Committee. The
and to discuss with the external auditors any control issues arising from the scope of their
membership of each committee comprises solely Non-Executive Directors, The Audit
audit work.
Committee meets twice a year to review and report to the Board on matters related to the
published financial statements and internal financial control systems. The Remuneration
The Directors confirm that they have carried out a review of the effectiveness of the
Committee meets when necessary and determines the remuneration of the Executive
systems of internal financial control as they have operated since 1 July 1995.
Directors and senior employees.
Directors' Responsibility Statement
Internal Financial Control
The Directors are required by the Companies Act 1985 to prepare financial statements for
The Directors are responsible for establishing and maintaining the Company's systems of
each financial period which give a true and fair view of the state of affairs of the Company
internal financial control to meet the particular needs of the Company, the risks to which it
and the Group as at the end of the financial period and of the profit or loss of the Group for
is exposed, and by their nature can provide reasonable but not absolute assurance against
that period. The financial statements have been prepared on a going concern basis. The
material rnisstatement or loss. The key procedures which the Directors have established
Directors consider that applicable accounting standards have been followed, appropriate
with a view to providing effective internal financial control are as follows:
accounting policies have been used and applied consistently, and reasonable and prudent
judgements and estimates have been made. The Directors have responsibility for ensuring
• a clearly defined organisational structure with established responsibilities, limitations and
reporting lines to the Management Board and on to the Board.
• recruitment of appropriately qualified and experienced staff, working to clearly defined
that accounting records are kept which disclose with reasonable accuracy the financial
position of the Group and which enable them to ensure that the financial statements
comply with the Companies Act 1985. The Directors have general responsibility for taking
policies and procedures with reference to external advisors and consultants as
such steps as are reasonably open to them to safeguard the assets of the Group and to
appropriate.
prevent and detect fraud and other irregularities.
• close involvement of the Executive Directors in day to day operations.
• production of detailed budgets and forecasts, including regular revisions and analyses of
variances.
• production of regular and detailed management information, incorporating financial and
operational information.
By Order of the Board
Company Secretary
Cairn House
Auditors
61 Dublin Street
Ernst & Young are willing to continue as auditors and a resolution to re-appoint them will be
Edi-.tx.rt]h
proposed at the Annual General Meeting.
EH36NL
18 April 1996
REPORT
and ACCOUNTS
21
Report of the Remuneration Committee
The Remuneration Committee is chaired by Mr N Lessels CBE and comprises all the Non-
whereby the cumulative bonuses payable for any one year do not exceed 200% of basic
Executive Directors. The terms of reference of the Commrttee are to determine the overall
salary for the Chief Executive and 100% of basic salary for all other Executive Directors and
remuneration packages for Executive Directors and senior executives in order to attract,
senior executives. Bonus units awarded prior to 29 August 1995 are uncapped. The cap
retain and motivate executives with the appropriate skills to manage and develop the
does not apply in the event of transfer of control of the Company. There has been a
business.
substantial increase in the Company's share price during 1995 and 1996 and if the share
price remains at a level around £2.50 for the remainder of the year then there will be
The remuneration packages comprise basic salary, benefits, share options, performance
approximately £1.3 million payable in 1996 amongst 10 executives arising from bonus
related bonuses, and pensions. It is the Remuneration Committee's intention that the
awards made in 1993 and 1994 when the share price was 67pand 79p respectively at the
remuneration of Executive Directors and senior executives provides appropriate incentive
time of the award of bonus units.
for the further development of the Group. The Remuneration Committee refers to publicly
available information and information provided by independent remuneration consultants
The bonus units awarded to the Executive Directors which crystallise during the years
specifically for the oil and gas industry. The Committee consults with the Chief Executive in
1996 to 1998 are as follows
relation to all matters save for his own remuneration.
Granted
at 5Sp
Granted
at 67p
Granted
at79u
Total
at 1.1.95
28,000
Granted
total
at92p* at 31. 12.95
Compliance
W B B Gammell
100,000
213,000
341,000
330,000
661,000
The Company has complied with the principles set out in section A annexed to the Listing
P O J Tracy
66,000
133,000
1U<J,000
200,000
399,000
Rules regarding best practice provisions for Directors' remuneration. The Remuneration
A Macteod
33,000
100,000
133,000
150,000
283,000
Committee has had regard to the provisions set out in section B annexed to the Listing
Rules in determining its remuneration policy. Arising from this, the Remuneration
* These bonus unite arc capped.
Committee proposes to establish a performance related share option scheme
complemented by the phasing out of the performance related bonus scheme, details of
which are contained in a letter from the Chairman of the Committee which is enclosed with
this Annual Report and Accounts.
Performance Related Bonus Scheme
The Remuneration Committee determines awards of bonus units to Executive Directors
and senior executives under a performance related bonus scheme whereby the level of
bonus payable is calculated with reference to the increase in share price over a three year
period. If there is no increase in the share price from the date of award until vesting date
the bonus award lapses. Bonus units awarded from 29 August 1995 are subject to a cap
22
REPORT
and ACCOUNTS
The bonus units vest in equal amounts over a three year period commencing one year
from the date of award. Bonuses paid to Executive Directors under this scheme are shown
in the Directors' remuneration table. Bonus payments are not pensionable.
Pension Scheme
The Group operates two defined contribution pension schemes. UK employees are eligible
to participate in these schemes which are non-contributory. Contributions on behalf of
Executive Directors have been established at 15% of basic salary.
by Directors during 1995. The market price of one Cairn share at 31 December 1995 was
Directors' Remuneration
117p. During 1995 the range of the high and low market price of Cairn shares was 117p
The remuneration of trie Directors for the year ended 31 December 1995 was as follows:
and 72.5p and was 253p on 16 April 1996.
•:- !
II")
Benefils
Pension
Bonuses Contribution
Directors'
rota
•bis
IB;
1995
1994
£
E
£
£
E
E
£
An analysis of options hel
120,000
12,006
93,076
18,000
-
243,082
149,431
the current market price <
P O J Tracy
80,000
5,066
33,466
12,000
130,532
95,704
A Macleod
65,000
6,438
18,503
9,750
99,691
75,633
Executive
W B B Gammell
Non-executive
Option
Date of grant
price £
N Lessels CBE
30,500
30,500
21,200
The Rt Hon Dr J D Mabon PC
28,500
28,500
17,000
1.8.88
2.28
2.30
Sir David Thomson Bt
15,500
15,500
13,250
26.8.88
H M Grossart
20,900
20,900
4,542
9.12.88
1.97
9.5.89
2.08
126,812
8.5.91
5,333
5.6.91
Former Directors
DW Curry
J M M Sutherland
-
Notes: 1. The contributions detailed above njpuBsen! the contributions paid during the year into the pension scheme.
2. The benefits represent car and fuel benefits.
3. The bonuses represent payments due urKterttic rj^rfnrmEinCK related bonus scheme.
+. The Company has an agreement with Chiene & Tail to provide (tie services of Mr N Lessels as Chairman. His
fees were paid to Cfiisne & Tail.
5. This fees payable to Mr H M Grossart tor his services as a Director of the Company were paid to his Company,
Petrortius Ltd.
WBB Gammell
POJ Tracy
A Macleod
20,000
60,000
10,000
-
40,000
10,000
5,000
1.63
-
15,000
6,000
1.50
20,000
5,000
-
2.12.92
0.27
-
30,000
12,000
6.7.93
0.58
27,000
30,000
7.10.93
0.67
31.8.94
0.79
15,000
50.000
55,000
50,000
50,000
There W3S no Change in 1
r^iri^+rtrt do
H^ not
nr>t participate
nartlHna
Directors
in share option schemes.
Mr Gammell holds 184,108 warrants to subscribe for ordinary shares at a price of £2.355
Interests in options
The Company has an approved executive share option scheme by which Executive
Directors and employees are able to subscribe for ordinary shares. The number of options
per share. The warrants are exercisable in whole or in part during the period 1 April 1993
until 30 March 1998.
under this scheme held by Executive Directors are as follows:
At 1.1.95
and 31.12,95
Service contracts
The service contracts of the Executive Directors have an unexpired period of two years,
These service contracts were entered into in December 1993. It is current practice to
W B B Gammell
232,000
P O J Tracy
195,000
A Macieod
143,000
Executive Directors were not awarded options during 1995 and no options were exercised
restrict notice periods to 12 months or less in all but the most exceptional circumstances.
N Lessels CBE
None of the Non-Executive Directors has a service contract. The re-appointment of any
Chairman of Ihe
Non-Executive Director beyond a second term is subject to review by the Board.
Remuneration Committee
R E P O R T a n d A C C O U N T S 23
Consolidated Profit and Loss Account
Group Statement of Total Recognised Gains and Losses
For the year ended 31 December 1995
1995
Continuing
operations
acquisitions
C'OOO
Continuing
operations
ongoing
£'000
Total
1995
£'000
Tola
1994
E'OOO
11,152
10,595
21,747
15,589
Production costs
(3,550)
(5,053)
(8,603)
(6,322)
Depletion
(5,135)
(3,720)
(8,855)
(5,948)
(354)
(518)
Notes
Turnover
operations
exceptional
items
E'OOO
2
Cost of sales
Abandonment
(162)
Gross profit
2,305
Write-down of oil and gas assets
1,468
(535)
Administrative expenses
£-000
Profit for the year
Unrealised foreign exchange differences
8,889
436
5,093
(266)
Total gains and losses relating to the year
9.325
4,827
(420)
3,773
2.B99
(1,050)
(4,724)
(1,172)
(1,707)
(1,843)
296
1,016
(3,673)
(1 ,050)
1994
£•000
Reconciliation of Movements in Shareholders' Funds
Operating profit/doss)
3
(1,050)
1,770
(l_oss)/gain on disposal o1 shares in
subsidiaries
Gain on sale ot fixed asset investments
(524)
(524)
9,438
9,488
13,329
Total recognised gains and losses
Profit on ordinary activities
before interest
7,914
New share capital subscribed
1,770
Interest receivable and similar income
6
7
Interest payable and similar charges
7
(937)
296
9,980
9,656
944
951
694
Share issue costs
(959)
Goodwill written-off
(531)
(1,48B)
1995
E'OOO
1994
E'OOO
9,325
4,827
23,077
(585)
(3,670)
Capital reserves no longer consolidated
Profit on ordinary activities
before taxation
Taxation on profit on
ordinary activities
7,914
8
Profit after taxation
Earnings per ordinary share
24
709
Cvt;
7,339
Minority shareholders' equity
interests
Profit for the year
840
840
709
1
9
10
7,339
841
9,463
709
9,391
(575)
(4,100)
8,888
5,291
1
324
(198)
8,889
5,093
11.77p
7.72p
Net addition to shareholders' funds
28,147
5,151
Opening shareholders' funds
41,462
30,311
Closing shareholders' funds
69,609
41,462
Balance sheets
Group Statement of Cash Flows
As at 31 December 1995
Company
£'000
Group
1 894
£'000
21,060
Group
1995
Notes
Company
1995
1994
£'000
E'OOO
9,430
14,163
5,031
17,617
40,820
5,523
287
301
26,126
15,316
81,401
26,171
Net cash inflow from operating activities
Fixed assets
Exploration assets
.
Development/producing assets
Non-oil and gas assets
Inv9stments
13
73,403
409
1i
1,873
339
7,096
96,745
34,482
_
1995
1994
Notes
E'OOO
rnoo
3(b)
8,990
8,416
Returns on investment and servicing of finance
Interest received
Interest paid
Net cash outflow from returns on investments
and servicing of finance
701
(1,379)
I05
(993)
(678)
(588)
Current assets
Debtors
Cash at bank
IS
16,525
5.943
16
3,490
16,709
20,349
11,100
1,320
16,270
(4,545)
Overseas tax paid
Investing activities
20,015
Creditors (including convertible debt):
amounts falling due within one year
17
Total assets less current liabilities
Creditors (including convertible debt);
Provision for liabilities and charges
Provision for taxation
21,669
27,370
a
'-••
16,584
230
13,006
8,284
Cash outflow on acquisition o1 HSSH
14
(15,518)
11,710
8,663
19,086
Cash outflow on acquisition of CEN5
Sales o1 subsidiary undertakings
14
1,941
(16,018)
2,089
20,132
98,686
46,192
90,064
45,257
Net cash outflow from investing activities
(26,579)
(221)
25,528
2,983
1,627
15,919
2,983
Net cash (outflowj/inflow before financing
(22,812)
7,607
3,169
1,097
85S
Financing
120
41,402
73,048
41,416
380
Net assets
(22,652)
2,069
10,942
?:
Minority shareholders' equity interests
(13,727)
11
18,074
69,989
69,609
41 ,462
73,048
41,416
6,479
Issue of ordinary share capital
Share issue costs
Repayment of finance lease
24
23
20
(17,522)
585
Long term loans
19
7,344
(5,801)
(9,593)
(5,791)
(13.219)
13,398
(22,812)
7,607
Net cash inflow from financing
(Decreasej/increase in cash and cash equivalents
Capital and reserves-equity interests
Called-up share capital
Share premium
2J
9,193
6.479
9,193
23
24,707
24,707
12,749
6,381
24.678
3 ~:-~
6,881
25
26
26,659
21,008
26,659
Capilal reserves
Profit and loss account
12,489
3,349
69,609
41,462
73,048
41,416
N Lessels, Chairman
A Macleod, Director
Payments to acquire fixed assets
Receipts from sales o1 fixed assets
Receipts from sales of fixed asset investments
Net current assets
amounts falling due after more than one year
22,652
16
••:
18 April 1996
REPORT and ACCOUNTS
23
Notes to the Accounts
g)
1
Accounting Policies
a)
Accounting convention
The accounts are prepared under the historical cost convention,
b)
Accounting standards
The accounts are prepared in accordance with applicable accounting standards.
c)
Basis of consolidation
The consolidated accounts include the results of the Company and its subsidiary undertakings to 31
December. The Group profit and loss account and cash flow statement include the results and cash flows of
subsidiary undertakings acquired during the year using the acquisition method of accounting. Accordingly,
HSSH and CENS have been included in the Group accounts from their respective dales of acquisition.
Fixed assets, other than oil and gas assets, are depreciated on a straight line basis over their expected
useful economic life as follows: -
Tenant's improvements
Vehicles, fixtures and equipment
Abandonment
Provision is made for abandonment costs, calculated on a unit of production basis, representing the Group's
share of trie estimated costs which may be incurred in the removal and abandonment of facilities at the end
of the producing tie of the field.
i)
Foreign currencies
In the accounts of individual Group companies, foreign currency transactions are translated into sterling at
the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in
foreign currency are translated into sterling at the rate of exchange ruling at the balance sheet date.
Exchange differences arising are taken to the profit and loss account except for those incurred on
borrowings in respect of development projects which are capitalised as part of the cost of the asset.
reserves.
The accounts of overseas subsidiary undertakings and branches are translated using the closing rate
method whereby assets and liabilities are translated into sterling at the rate of exchange ruling at the balance
sheet date and profit and loss items are translated into sterling at average rates for the year. The exchange
difference arising on the translation of net assets and associated long term borrowings of overseas
subsidiary undertakings and branches is taken directly to reserves.
The Group profit and loss account and cash flow statement include the results and cash flows of subsidiary
undertakings either fully or partially disposed of during the year up to the date ol disposal.
No Company profit and foss account is presented as provided by Section 230 of the Companies Act 1985.
Turnover
turnover represents the Group's share of oil, gas and condensate production; recognised on an entitlement
basis.
e)
Fixed assets
The Group follows the full cost method of accounting for oil and gas assets. Under this method all
expenditure in connection with the acquisition, exploration, appraisal and development of oil and gas assets,
including interest payable and exchange differences incurred on borrowings in respect of development
projects, is capitalised in four geographical cost pools: onshore and offshore United Kingdom, hurope and
International.
The costs of undeveloped acreage and exploration assets are excluded from the capitalised costs to be
depleted in each pool, pending determination of the recoverable reserves attributable to such assets. Whore
exploration expenditure is being accumulated against a cost pool, the value of that cost pool is written down
through the profit and loss account where it is considered that a permanent impairment of the asset value
has occurred.
Proceeds from the disposal of oil and gas assets are credited against capitalised costs.
f)
Ceiling test
Any excess at the year end between the net book value of the cost pools being depleted and the
undiscounted ftrture net cash flows is written off to the profit and loss account, unless the Directors are of
Ihe Opinion Ihat permanent impairment has not occurred.
z a R E P O R T and A C C O U N T S
Annual Rate (%)
10
25
h)
The respective purchase considerations have been allocated to assets and liabilities on the basis of fair
values at the dates of acquisition. Any goodwill arising on consolidation is written off immediately against
d)
Depletion and depreciation
Expenditure on oil and gas production and development is depleted on a unit of production basis, based on
proven and probable reserves.
The rate of exchange at 31 December 1995 was USS1.553 = £1 and NLG 2.489 = E1 (31 December 1994$1.565 = £1).
j)
Deferred taxation
Deferred taxation is provided using the liability method on all timing differences to the extent that they are
expected to reverse in the future, calculated at the rate at which it is anticipated that the timing diflerences
will reverse.
k)
Pension scheme
The Company operates a defined contribution pension scheme. The assets of the scheme are held
separately from those of the Company. The pension cost charge represents contributions payable in the year
in accordance with the rutes of the scheme.
I)
Leasing commitments
Rentals payable under operating leases ate charged in the profit and toss account on a straight line basis
over the lease term.
2 Turnover & Segmental Analysis
3 Operating Profit
1995
UK
£'000
Europe International
£'000
£'000
10,466
129
a)
Group
1905
1994
E'OOO
E'OOO
£'000
C'OOO
Depreciation
Turnover by origin;
Continuing operations
Acquisitions:
CENS
Operating profit is stated alter charging (crediting):-
USA
10,595
7,373
HSSH
17,839
Operating lease costs - land and buildings
- other
7,373
3,779
3,779
Rental income
3,779
129
Auditors' remuneration in respect of audit work
Acquisitions:
CENS
21,747
Auditors' remuneration in respect of non-audit work
318
296
(20)
1,586
182
(1,050)
(1,050)
162
1,016
(20)
199J
b)
Reconciliation of operating profit to net cash inflow
from operating activities
Operating profit/floss)
Depletion & depreciation
UK
Europe
International
USA
GIOLP
Abandonment provision
E'OQfJ
E'OOO
E'OOO
E'OOO
E'OOO
Debtors movement
Creditors movement
Turnover by origin:
9,041
Discontinued operations
9,041
9,041
1,661
4,887
6,548
1,661
4,S87
15,589
17-
6
: : "~
6
(136)
(44)
37
16
33
'.
120
'••5
13
i .••
In addition, during 1995 the auditors received £130,000 in respect of professional services relating to the
aquisitions of HSSH and CENS. These fees have been capitalised as part of the costs of investment. No
additional fees were paid to the auditors in 1994.
1,588
182
854
- UK
- overseas
HSSH
Exceptional items
- UK
- overseas
Operating profit/fin as):
175
1
287
•
- owned
- leased
1995
1BS4
E'OOO
'•:•!:•
1,016
10,081
516
420
(3,667)
(2,693)
846
2,913
196
615
8,990
8,416
(16)
Current asset investment movement
Foreign exchange differences
Net cash inflow from operating activities
(3,673)
10,850
Operating profit/floss):
Exceptional items
(84)
(84)
(4,724)
(4,724)
Discontinued operations
(4,808)
166
969
1,135
166
969
(3,673)
In accordance with FRS 3, the comparative figures for 1994 have been re-stated to maintain consistency
with the 1995 disclosure.
Turnover arises from one class of business, namely oil, gas and condensate sales. Turnover by destination
does not differ materially from the above.
Interest receivable, interest payable and foreign exchange differences are not specifically allocable to the
above geographic areas. Oil and gas assets are analysed in notes 11 and 12. The Directors consider that the
segmentation of other net operating assets between geographic areas is not practicable.
R E P O R T and A C C O U N T S 27
Notes to the Accounts (continued)
The weighted average weekty number of employees (including executive Directors) during the year was as
follows:-
Number of employees
1995
3
Operating Profit (continued)
c)
Analysis of 1994 operating loss
UK
US
Spain
The Netherlands
International
In accordance with FRS 3. comparative figures for 1994 have been re-stated below in order to maintain
consistency with 1995 disclosure.
Total Group
Total
1994
Exceptional Discontinued
items
operations
£'(XX)
Tout)
'.••:• linuing
operafons
£'000
£'000
6,548
9,041
15,589
Production costs
(1,883)
(4,439)
(6,322)
Depletion
(2,524)
(3,424)
(5,948)
(133)
(287)
(420)
2,008
891
2,899
Turnover
Abandonment
Analysis of emoluments
(continuing operations)
(4,724)
(873)
(975)
(4,724)
benefits
(1 ,848)
performance related bonuses
pension contributions
Operating (loss) /prof it
(4,724)
1,135
(84)
Staff Costs
Wages and salaries
Total Remuneration
199S
1991
C'OOO
E'OOO
2,698
2,513
272
225
Social security costs
275
Other pension costs
231
3,204
28
REPORT
anti A C C O U N T S
81
2
1995
1994
E'OOO
£'000
95
6"
265
5*6
24
26
145
37
40
3r
(3,673)
Ex-gratia
4
103
3
-
Over orixi urY; ".;:
basic salaries
Write-down of oil and gas assets
63
13
Directors' Emoluments
Fees
Gross profit
81
2
20
UK employee numbers comprise 40 in the Head Office in Edinburgh and 41 employees at the Group's
production operations based in the South of England.
5
Cost of sales
1994
3,010
569
409
-
•oo
569
509
Details of each Directors' emoluments and share Options are included within the Report of the Remuneration
Committee on pages 22 to 23.
5
Directors' Emoluments (continued)
8
Taxation
b)
The emoluments {excluding pension contributions) of all the Directors fell within the following
ranges:-
a)
Taxation charge
The taxation charge for the year arises from the gain on sale of shares in CEUSA by Cairn Energy PLC, and
is comprised as follows:-
Numbw of Directors
1995
1994
1995
£'000
£1 - £5,000
£5,001 - £10,000
£10,001 -£15,000
£15,001 -£20,000
£20,001 - E25,000
£25,001 - E30.000
£30,001 - E35.000
£65,001 - £70,000
£85,001 - £90,000
£115.001 -E120.000
£130,001 -£135,000
£225,001 - £230,000
6
UK Corporation Tax at 33%
1994
E'OOO
2,400
2,900
US Federal Tax at 35%
Tax credit - release of prior year provision
1,700
(2,455)
Provision for US State Tax
130
575
4,100
Agreement has been reached with the retevant tax authorities regarding the sale of CEUSA shares in prior
years. Provisions set up in 1994 pending the agreed outeome have now been released. This has given rise
to not prior year credits of £2,455,000.
The provision for £130.000 relates to Pennsylvania state taxes. The final liability is currently under appeal
with the relevant authorities.
Interest Receivable and Similar Income
b)
Deferred taxation
The estimated potential liability to UK Corporation Tax (at 33%) arising from timing differences is as follows:Group
Bank interest
Realised exchange gain
716
235
433
261
951
994
Interest receivable and similar income are allocated in the profit and loss account between continuing
operations ongoing and acquisitions based on actual interest receipts and exchange gains arising.
1996
COOO
Accelerated allowances
Losses
Group
1994
Company
1995
Company
1994
C'OOO
£'000
13,500
2 -"."
12,600
1,000
(11,600)
(2,800)
(7,400)
(1.000)
1,900
C'OOO
5,200
The estimated potential liability to deferred taxation arises mainly from the different accounting and tax
written down values of oil and gas assets.
7
Interest Payable and Similar Charges
1M8
E'OOO
Bank loans and overdraft
Debenture interest
Other finance charges
1994
E'OOu
1,287
801
87
94
1 58
1,468
959
No deferred UK Corporation Tax has been provided, as the Directors are of the opinion that the timing
differences are unlikely to reverse to the extent of crystallising a Corporation Tax liability in the foreseeable
future.
At 31 December 1995 the Group had total losses of approximately £35 million (1994 - C2S million) for
offset against future trading profits for UK Corporation Tax purposes.
The Group also had losses of approximately NLG 75 million (£30.1 million) available For offset against
Netherlands Corporate Income Tax and State Profit Share losses of NLG 61 million (24.5 million) to carry
forward in respect of its Netherlands resident subsidiaries.
Interest payable and similar charges are allocated in the profit and loss account between continuing
operations ongoing and acquisitions based on actual interest and related costs and exchange
losses arising.
REPORT and A C C O U N T S 29
8
c)
9
Provision
At 1 January 1995
Taxation (continued)
Taxation provision
The provision in 1994 of 25 million Spanish pesetas (E120,000) arose from a penalty levied on TOL by the
Spanish tax authorities in respect of tax returns filed by the previous owners of certain of TO Us assets. TOL
was the beneficiary of an indemnity from the previous owners covering such a liability. TOL was sold during
the year.
Profit Attributable to Members of the Holding Company
UK
UK
Onshore
£'000
Offshore
£'000
Europe
£'000
2,966
6,402
noo
-
Exceptional charge for the year
1.05C
International
£'000
Total
£'000
3,686
13,654
-
1050
(2,872)
(276)
(2,601)
b
-
At 31 December 1995
2,690
4,351
605
3,666
11,832
Net book value at 31 December 1 995
2,591
567
2,704
15,193
21,060
Net book value at 31 December1994
2,326
1 ,208
1,239
4,657
9,430
Transfers between categories
The profit dealt with in the accounts of the holding company is £9,091,000 (1994 - £12,305,000).
1 1 Oil and Gas Exploration Assets - Company
10 Earnings per Ordinary Share
The earnings per ordinary share is calculated on a profit of £8,889,000 (1994 - £5,093,000) on a weighted
average of 75,524,484 ordinary shares (1994 - 65,936,221 ordinary shares).
There is no material dilution of earnings per ordinary share in respect of warrants and share options issued
(see Note 22).
At 1 January 1995
7,610
7.069
15,597
9,859
10,316
(66)
523
-
(2,745)
Transfers to/from subsidiary undertakings
-
30
(15)
15
852
5,416
16,913
23,183
10,568
(2,745)
International
£'000
Total
£'000
5,292
7,610
1,839
9,343
23,064
At 1 January 1995
478
6,402
3,686
113)
13,746
Exceptional charge for the year
-
1,050
-
-
(2,601)
At 31 December 1995
Provision
-
(13)
-
:^
-
2,277
10,541
Acquisition of subsidiary undertakings
375
-
425
-
425
(386)
-
-
(3,131)
(1,219)
-
(1,219)
3,309
18,884
32,892
(2,745)
Disposal of subsidiary undertaking
At 31 December 1995
918
Europe
£'000
-
Additions
Total
E'OOO
Uk
Offshore
£'000
Cost
Exchange adjustment
International
£'000
Onshore
£'000
UK
At 1 January 1995
UK
Offshore
£'000
Cost
Additions
11 Oil and Gas Exploration Assets - Group
UK
Onshore
£'000
5,281
5,418
1,050
(2,601)
At 31 December 1995
478
4,851
3,686
9,015
Net book value at 31 December 1995
374
567
13,227
14,168
440
1,208
3,383
5,031
The carrying value of the UK offshore exploration pool has been written down by E1,050,000 through an
exceptional charge to the profit and loss account.
30
REPORT and ACCOUNTS
12 Oil and Gas Development/Producing Assets - Company
12 Oil and Gas Development/Producing Assets - Group
UK
Onshore
£'000
Offshore
£'000
Europe
£'000
E'OOO
25,719
11,094
2,131
38,944
232
1,025
UK
Total
Cost
At 1 January 1995
Exchange adjustment
Additions
Acquisition of subsidiary undertakings
(222)
23,405
61 2
771
5,505
59,394
379
2,74b
7
3,131
-
-
(2,138)
(2,138)
24,193
11,094
Additions
23,644
53,329
12,311
103
2,715
28,349
Total
£'000
Exchange adjustment
214
::;..
842
2,74b
2,745
-
39.1 49
39,149
13,026
53,329
66,355
9,083
8,799
17,882
84
95
427
1,298
2,601
2,601
3,575
3,575
10,036
15,497
25,535
2,988
37JJ32
40,820
Net book value at 3 1 December 1 994
3.22R
2,295
5,523
Transfers from subsidiary undertakings
At 31 December 1995
At 31 December 1995
UK
Offshore
E'OOO
1,035
35,750
2,019
Cost
At 1 January 1995
UK
Onshore
£'000
105,871
Depletion
At 1 January 1995
Exchange adjustment
Depletion
At 1 January 1995
Exchange adjustment
Charge for the year
1 1 ,642
8,799
886
21,327
147
154
(7)
294
3,293
3,943
1,619
8,655
276
2,601
(5)
(880)
2,672
(880)
At 31 December 1995
15,356
15,497
1,613
32,468
12,991
37,832
22,580
73,403
1 4,077
2,295
1,245
17,617
Charge for the year
871
-
Transfers from subsidiary undertakings
At 31 December1995
179
Included in the cost of oil and gas assets is an amount of £1,196,000 for the Group and C80.000 for the
Company in respect of interest capitalised on development projects. There was no interest capitalised in
1995. (1994-ENil)
REPORT and ACCOUNTS
31
13 Non-Oil and Gas Assets - Company
Tenant's
Improvements
£'000
Vehicles
and
equipment
£'000
E'OOO
180
911
1,091
32
98
130
(45)
(45)
-
(12)
(12)
212
952
1,164
At 1 January 1995
96
694
790
Charge for the year
21
107
128
Transfer to subsidiary undertaking
-
(30)
(38)
Disposals
-
(5)
(5)
117
760
877
35
102
287
84
217
30"
13 Non-Oil and Gas Assets - Group
Cost
At 1 January 1995
Tenant's
Improvemerits
£'000
Vehicles
and
equipment
E'OOO
Total
E'OOO
180
965
1,145
-
18
239
I22)
Additions
Cost
AM January 1995
Acquisition of subsidiary undertaking
Additions
40
18
199
Disposals
-
(22)
At 31 December 1995
220
1,160
1,380
Depreciation
AM January 1995
Charge for the year
Disposals
At 31 December 1995
Net book value at 31 December 19S5
Net book value at 31 December 1 994
32 REPORT and A C C O U N T S
Total
96
21
710
806
155
176
-
(")
(11)
117
654
Transfer to subsidiary undertaking
Disposals
At 31 December 1995
Depreciation
At 31 December 1995
971
103
306
409
i.v
255
339
Included in vehicles and equipment are assets purchased undor finance leases at a cost of £110,000
(1994 -£110,000) which are fully depreciated (1994 - net book value CNil).
b)
14 Fixed Asset Investments
a)
Acquisition of HSSH
As at 31 December 1995 the Company had acquired 119,018,000 ordinary shares of NLG 0.10 in HSSH,
being 97.45% of its nominal issued share capital, for a consideration including oosts of E17.9 million.
Summary of investments
Overseas
investment
£'000
Shares in
subsidiary
undertakings
E'OOO
Loans to
subsidiary
undertakings
£'000
The consideration was satisfied by £ 17.2 million in cash and the issue of 756,866 ordinary shares of 10p
at a deemed issue price of a9p each.
Overseas
investment
£'000
Total
£'000
7,446
8,022
17,732
-
-
33,924
(8,022)
(8,022}
-
43,834
Cost or valuation
At 1 January 1995
7,096
2,264
(18)
-
Additions
1,891
33,924
Disposals
(7,096)
-
Exchange adjustment
1,873
At 31 December 1995
36,188
-
7.44S
On 3 March 1996, the Company acquired through a compulsory buy-out the remaining 2.55% nominal
issued sfiare capital in HSSH for f.o.5 million, satisfied wholly in cash.
Goodwill arising on the acquisition of HSSH has been taken to reserves. The assets and liabilities of HSSH
have been incorporated in the Group accounts, using the acquisition method of accounting, at their fair
values determined on 23 June 1995, the date the Company acquired a controlling interest.
An analysis of the acquisition of the 97.45% interest in HSSH is as foltows:
Net assets at date of acquisition:
Fair value
to Group
COOO
Book value Re valuation
C'OOO
E'OOO
Provision for permanent diminution
At 1 January 1B95
-
984
Additions
-
16,018
Disposals
-
-
At 31 December 1995
-
556
926
(926)
16,952
556
1,873
19.236
6,890
7,096
1,330
6,890
-
2,416
Exploration assets
16,018
Producing assets
{926}
17,508
Other fixed assets
7,096
15,316
The overseas investment is an unlisted investment held by HSSH in SOCOPerm, a company producing and
exporting oil from the Perm Tex Joint Venture area in European Russia. The investment has been included at
its acquisition fair value of $3 million.
(627)
(a)
23,644
776
(b)
1.B91
18
18
Investments
1,115
Debtors
1,637
1,637
Cash
1,714
1,714
Creditors (including convertible debt) due within one year
26,126
425
425
24,271
(3.690)
163
(c)
(3,527)
Creditors (including convertible debt) due outwith one year (9,233)
(9,233)
Provision for abandonment
(1,344)
Other provisionsNet assets
(1,344)
(167)
(167)
14,746
312
15,058
(384)
Goodwill arising on acquisition
3,232
The Company's principal subsidiaries are set out below:
17,906
Company
Principal activity
Country of Incorporation
and operation
Proportion of voting rights
and ordinary shares
Cairn Energy Onsnore Limited
Exploration & production
England
100%
Cash consideration
Cairn Erwrgy Far East Limited
Hong KongS lhailand
100%
Fair value of shares issued
674
Cairn Energy North Sea Limited '
Fxplorntinn & production
Erttjland
100%
Costs associated with the acquisition
S12
Holland Sea Search HoWino NY
Ttie Netherlands
97.45%
Discharged by:
16,420
17,908
•The Company acquired Clyde Petroleum (North Sea) Limited during the year. Its name was subsequently
changed to Cairn Energy North Sea Limited.
Adjustments:
(a) Writs down of producing assets to Cairn's valuation of assets
(b) Increase in valuation of investment in SOCOPerrn to current market value of $3 million.
(c) Re-classification of provision to producing assets
REPORT and A C C O U N T S 33
c]
14 Fixed Asset Investments (continued)
An analysis of the acquisition of CENS is as follows:
HSSH contributed E2.132,000 to the Group's net operating cash flows.
The cash flows in respect of the purchase of HSSH are as follows:
Net assets at date of acquisition:
cooo
1,714
Cash in HSSH at dale of acquisition
Cash consideration
(16,420)
Fxpenses of acquisition
(312)
Net cash outflow on acquisition of HSSH
(15,518)
HSSh made a profit aftertax of ^232,000 r the period from : January ';<;.!; to 23 June la"),", tfwdateol
acquiring a controlling interest. A summarised profit and loss account highlighting post and pre acquisition
results is as follows:
24 June to
31 Dscsmbsr
1996
£•000
I January to
zy June
1995
trooo
Turnover
3,779
3,953
Cost of sales
(3,222)
(3,186)
Write down of oil & gas assets
Operating profit/loss
Gain on disposal and deemed disposal of shares in subsidiary
Gain on sale of fixed asset investment
Profit on ordinary activities before interest
Interest payable and similar charges
Acquisition of CENS
On 8 August 1995 the Company acquired 6,000,000 ordinary shares of El each in CENS being 100% of
its nominal issued share capital, for a consideration including costs of £16.0 million, satisfied wholly in cash.
Goodwill arising on the acquisition of CENS has been taken to reserves. The assets and liabilities of CENS
have been incorporated in the Group accounts, using the acquisition method of accounting, at their fair
value at the date of acquisition.
Producing assets
Debtors
Creditors: amounts falling due within one year
Loans
26,848
8,902
(a)
35,750
1 .253
394
(b)
1 ,647
(621)
(21,196)
Deterred tax provision
(261)
261
(355)
355
5,668
9.912
Goodwill arising on acquisition
(c)
K
15,580
438
16,018
Discharged by:
Cash consideration
Costs associated with the acquisition
15,580
438
16,018
(525)
(375)
(423)
182
144
(181)
16
,-.:.;.
Adjustments:
(a) Revaluation of producing assets to fair value
(b) Revaluation of current assets to market value
(c) Write back of provisions against producing assets
342
604
CENS contributed EG,4-20,000 to the Group's net operating cash flows.
8
(621)
(21,196)
Abandonment provision
Net assets
Fair value
to Group
rooo
Book Value Revaluation
£'000
£'000
',,•
(369)
(437)
(19)
231
1
•
(18)
232
The cash flows in respect of the purchase of CENS are as follows:
£'000
(Loss)/pro1it on ordinary activities before and after taxation
(LossJ/prof it for the period
There were no recognised gains and losses in the period prior to acquisition other than the profit of
£232,000 above (1994 - profit for the year of £119,000).
34 REPORT and ACCOUNTS
Cash in CENS at date of acquisition
Cash consideration for shares in CENS
Expenses of acquisition
Net cash outflow on acquisition of CENS
(15,530)
(438)
(16,018)
14 Fixed Asset Investments (continued)
CENS earned a profit after tax of £2,484,000 in the period trom 1 January to 8 August 1995, the date Of
acquisition. A summarised profit and loss account highlighting post and pre acquisition results is as follows:
9 August to
1 Janjyry to
31 December
8 August
1995
E'OOO
1995
£'000
Reduction of interest in CEUSA in 1994
In 1994 the Company reduced its interest in CEUSA from 60.5% to 17.49%, As a result, CEUSA was
no longer consolidated as a subsidiary after 11 October 1994 but was included as an overseas listed
investment. The Company's remaining interest in CEUSA was sold during 1995. The net assets of CEUSA
excluded from consolidation al 31 December 1994 were as follows:
E'ooo
Net assets no longer consolidated
Fixed assets
Debtors
Tli mover
Cost of sales
Operating profit
7,373
8,393
(5,625)
(5,312)
(160)
(82)
1,588
interest payable and similat charges
Creditors
Bank loan
2,999
i
(519)
Cash
35,021
1,512
1,422
[1,764]
(1 1 ,694)
24,497
Minority interests at date of deconsoiidation
(9,628)
14,669
Profit for the period
1,019
2,484
There were no recognised gains and losses in the period prior to acquisition other than the profit of
£2,484,000 above (1994 - profit for the year £2,058,000)
d)
E'OOO
Hxod assets
2,477
Debtors
1,467
235
Provision for taxation
(459)
(120)
(7,096)
21,102
Satisfied by:
Gross receipts from share sales
Expenses of transactions
21,554
(452)
21,102
Net cash inflows:
Gross receipts from share sates
Creditors
Provision for abandonment
13,329
28,198
Remaining Group investment in CEUSA
Disposal of TOL
During the year the Group sold TOL and as a result was not entitled to any income from 1 January 1995.
The results, which we<e not material to the Group, have been excluded from the current years' profit and
loss and cash flow statements. The TOL disposal is analysed as follows:
Net assets disposed of:
Group gain on disposal
Cash balances surrendered
21,554
(1 ,422)
20,132
Loss on disposal
3,011
(630)
Satisfied by cash
2,381
Net cash inflows:
Cash consideration
2,381
Cash balance of subsidiary sold
(235)
Settlement of workir>g capital balance due at year end
(202)
Net cash inflow on disposal of subsidiary undertaking
1,944
17 Creditors - Amounts Falling Due Within One Year
15 Debtors
Group
1995
199-1
Company
1995
£'000
£'000
£'000
5,288
2.933
-
4,220
-
2,933
709
8,525
517
7,401
2"
-
-
142
1 42
Other taxes and social security
397
117
73
Other creditors
550
id
••••*
15
;JI
Taxation
130
4 : 1QO
130
4,100
Accruals
2,475
3,243
981
730
18,074
10,942
13,006
8,2B4
Current instalment due on secured bank loans
Group
Group
1995
1994
.....
E'OOO
Trade debtors
5,908
-
Amounts owed by subsidiary undertakings
Other debtors
2,281
Prepayments and accrued income
8,336
16,525
3,029
Company
1995
1994
£'000
£'000
2,517
Current instalment of 8% convertible debentures
Company
Trade creditors
Amount owed to subsidiary undertakings
HHH
-
10,316
9,533
976
432
394
1,938
7,064
535
5,943
20,349
11,100
Included within the Company figure ot "Amounts owed by subsidiary undertakings" is an amount of £1.4
million due after more than one year. [1994 - E1.4 million). Included within the Group and Company figures
of "Prepayments and accrued income" is E4.9 million being proceeds of shares issued on 22 December
1995,
18 Creditors - Amounts Falling Due After More Than One year
16 Cash and Cash Equivalents
Secured bank loans
8% convertible debentures
Analysts of balances as shown in the Croup balance sheet and changes during the current and
previous yearCnange
1995
in year
£'000
E'OOO
1994
E'OOO
Criange
in year
E'OOO
£'000
16,709
12,350
4,359
1995
E'OOO
1994
£'000
Company
1994
£'000
Group
Group
Group
1995
1994
Company
1995
£'000
£'000
£'000
Company
1004
E'OOO
24,112
2.9B3
15,919
2,983
1,416
25,528
-
2.9S3
15,919
2,983
Group
1994
£'000
fOOO
Company
1995
£'000
C-C-^pSllTy
199S
17,008
8,520
2,983
11,177
4,742
2.9S3
25,528
2,933
15,919
2,933
5,997
2,933
4,220
2,933
31,525
5,9ie
20,139
5,916
1993
19 Loans
Cash at bank and in hand
3,490
(13,219)
a)
Balance at 1 January
16,709
Group
(13,219)
13,393
Cash balances of subsidiary no longer consolidated
-
{1 ,422]
Foreign exchange differences
-
Between two and five years
Between one and two years
374
Within one year
Balance at 31 December
3,490
1994
E'OOO
4,359
Net cash (outflowj/inflow before adjustments
for the effect of foreign exchange movements
Amounts due at 31 December are repayable as follows:
16,709
-
The bank loans are secured against the oil and gas assets of Cairn Energy PLC, Cairn Energy Onshore
Limited, Holland Sea Search B.V., Holland Sea Search II B.V. and HSS Inc. The bank loans are
denominated in US dollars and Netherlands Guilders.
3t
R E P O R T and ACCOUNTS
20 Obligations under Lease and Hire Purchase Contracts
19 Loans (continued)
b)
Analysis of changes in Group loan financing during the year:
At 1 January
Net cash (outflow)/!nflow from financing
Loans of acquired subsidiaries:
HSSH
CENS
Loans of subsidiary no longer consolidated
Effect of foreign exchange
1995
1994
£'000
C'QOO
5,916
(7,344}
12,715
5,801
There were no amounts paid or balances due and payable under lease and hire purchase contracts at
31 December 1995(1994 - capital elements of finance tease rentals paid during the year comprised
£10,000; - balance due and payable at 31 December 1994 - £Nil)
21 Provision For Liabilities and Charges
Group
11,493
21,196
264
(11,694)
(906)
Abandonment
At 1 January
Charge for the year
At 31 December
31,525
5,916
HSSH Convertible 8% debenture loan 1986 -1994/93
Duration of the loan
The loan has an expiry date of 1 July 1998. The loan is repayable at par in five equal instalments on 1 July
each year from 1994, up to and including 1998.
The amount to be repaid in 1996 is included under Creditors (including convertible debt): amounts falling
due within one year.
Interest
The loan bears interest at a feed rate of 8% per annum, payable annually on 1 JuSy.
1995
£'000
E'OOO
1,627
85B
516
239
1,344
-
(459)
-
Exchange arising
(12)
-
At 31 December
3,016
1,097
Group
Company
c)
Company
1996
Others
At 1 January
1995
1995
£'000
C'OOO
120
Credit for the year
(12)
167
Conversion
Except during a period of fourteen days prior to each Annual General Meeting of HSGI I. each debenture
of NLG 1,000 may at the option of the debenture holders be converted into £40 shares in HSSH plus an
amount in cash (currentfy NLG 402.40) until the expiry of the loan ofi 1 July 1998. The ultimate conversion
price amounts to NLG 2.49 per HSSH share,
Trustee
Supervision of the fulfilment of the terms of the loan agreement and care (or the interests of convertible
debenture holders is carried out by the Trust office "Nirwana" which was founded for this purpose-
(120)
Exchange arising
(2)
-
At 31 December
153
-
Total provisions at 31 December 1995
3,169
1,097
Total provisions at 31 December 1994
1,747
858
Securities
The convertible debenture holders have a right to the proceeds of and from licences owned by HSSH,
after the Operators and any banks.
REPORT and ACCOUNTS 37
Share options
Under the approved Executive Share Option Scheme the Company has granted certain executive Directors
and employees options to subscribe for 3,122,500 ordinary shares.
These options are exercisable between 1991 and 2005 at prices between £0.27 and1 £3.13
22 Share capital
Number
10p
Ordinary
•000
Authorised ordinary shares
At 1 January 1995
83,000
Increase in year
27,000
At 31 December 1995
23 Share Premium
Group and
115,000
10p
OnJinary
£'000
Allotted, issued and fully paid ordinary shares
At 1 January 1995
Warrants
The Company has issued warrants to subscribe For ordinary shares. The warrant holders can subscribe for
640,000 ordinary shares in total at a price of £2.355 per share. The warrants are exercisable in whole or in
part in a five year period which began on 1 April 1993.
6,479
Company
1995
E'OOO
At 1 January
Arising on shares issued for cash
Arising on shares issued as part consideration for the acquisition ot HSSH
Share issue costs
6,881
19,765
598
(585)
At 31 December
26,659
Issued during the year for cash
Issued during the year as part consideration for the acquisition of HSSH
At 31 December 1995
76
9,193
Pursuant to resolutions approved by shareholders on 1 June 1995 and 26 July 1995, the authorised share
capital was increased by £2,700,000 by the creation of 27,000,000 ordinary shares of 10p. Shares were
allotted fully paid as follows:
24 Net Cash Inflow from Share Issues
1995
NatBS
£•000
On 10 July 1995, 662,324 ordinary shares and on 17 July 1995 94,542 ordinary shares were issued to
HSSH shareholders as part consideration for the acquisition of their HSSH shares; these ordinary shares
were deemed issued at B9p each.
Nominal value of share capital
22
2,638
Share premium arising on shares issued for cashI
23
23
19,765
On 21 August 1995, 21,847,036 ordinary shares were issued at 80p pursuant to a rights issue to
shareholders on a 1 for 3 basis.
Share issue proceeds accrued at year end
22
On 4 December 1995, 164,000 ordinary shares were issued at 27p to current and former Group
employees pursuant to the exercise of share options.
Share issue costs
23
On 22 December 1995, 4,377,703 ordinary shares were issued at a price Of 111.5p representing a 4.7%
discount to the mid-market closing price on 21 December 1995 of 117p per ordinary share.
38 R E P O R T a n d A C C O U N T S
22,403
(4,881)
17,522
(585)
16,937
1994
E'OOO
_
28 Pension Commitments
25 Capital Reserves
Contributions to the Group's defined contribution pension scheme are included in note 4 under "Other
pension costs".
Capital
a)
Group
At 1 January 1995
Redemption
Reserve
Capital
Reserve
Total
£'000
£'000
£'000
21,884
Goodwill written off in respect of acquisittons
At 31 December 1995
21,884
b) Company
Capital
Redemption
Reserve
E'OOO
At 1 January and 31 December 1995
21,804
2,794
24,678
(3,670)
(3,670)
(876)
21,006
a)
Annual commitments under non-cancellable operating leases are as follows:
Group
Group
1995
' - : J-i
E'OOO
E'OOO
68
252
320
One year
Two to five years
Total
E'OOO
After five years
24,707
The cumulative amount of goodwill written off at 31 December 1995 is £3,699,000, (1994 - £29,000)
bj
Company
• ;•,::-.:
E'OOO
E'OOO
25
236
236
236
298
236
261
37
Annual Rental
£'000
£'000
Company
£•000
Al 1 January 199fa
3,424
3,349
Profit for the year
Unrealised exchange difference
8,889
9,091
436
49
12,749
12,489
Company
Company
At 31 December 1995
1995
K
The Group is contingently liable, in the event of default by assignees, for rent as follows:
26 Profit and Loss Account
Group
Company
Land and buildings expiring within :-
Capital
Reserve
£'000
2,823
29 Other Financial Commitments
Unexpired Term
Years
Property
7 Queen Street, Mayfair, London
70
"0
98/99 Jermyn Street, London
42
4
CEOL has assigned its leasehold interest in trie above properties, but remains contingently liable under
27 Capital Commitments
Oil and gas expenditure: Authorised
Contracted for
Croup
Group
1995
1984
1995
1994
£'000
E'OOO
£'000
;.';/"
12,612
7,300
6,571
9,102
1 , 530
4,826
4,570
960
Five Year Summary
Consolidated profit and loss account
Turnover
Operating profit/(loss)
Profit/floss) on ordinary activities
after taxation
Average number of shares in issue ('000)
Earnings per ordinary share
1995
E'OOO
1994
E'OOO
E'OOO
1992
E'OOO
1991
E'OOO
21,747
15,589
18,161
13,090
12,294
1,016
(3,673)
(59)
1,436
(2,085)
8,888
5.291
2,305
818
(27,636)
75,524
65,936
60,019
28,736
24,747
11.77p
7.72p
3.46p
2.98p
(111.68)P
1995
1SS53
E'OOO
Consolidated balance sheet
Fixed assets
Net current assets/liabilities)
Tctai assets less current liabilities
Other liabilities
Net assets
Share capital
96,745
£'000
34,482
E'OOO
52,238
1992
C'OOO
44,295
1991
E'OOO
32,453
1,941
11,710
6,265
98,686
46,192
58,553
43,587
841
33,294
(22,242)
(15,695)
(14,193)
36,311
27,892
19,101
(29,077)
69,609
(4,730)
41 ,462
(708)
9,193
6,479
6,479
26,747
Reserves
60,416
34,983
29,832
1,145
24.315
(5,214)
Capital and reserves
69,609
41,462
36,311
27,892
19,101
Capital expenditure on oil and gas assets
79,070
17,017
11,309
8,370
8,526
76p
64p
56p
57p
79p
Net assets per ordinary share
Net debt/net assets
Debt, net of cash balances
Net assets
Gearing {Net debt: net assets)
1
23,1 54
(1 0.793)3
69,609
4 1 ,462
(33%)
26%
8,356
15,070
13,571
36,311
27,892
19,101
(23%)
(54%)
(71%)
Includes £4.9 million share issue proceeds included within "Prepayments and Accrued income"
" Net cash balance
The financial information presented above is based on the audited consolidated accounts for each of the five
years, as amended by Financial Reporting Standard No. 3. Earnings per share for 1991 to 1994 have been
adjusted to reflect the effect of the 1 for 3 rights issue in August 1995.
40
REPORT and ACCOUNTS
Reserves
Group proved plus probable
oil reserves
UK Offshore UK Onshore
Mbbls
Mbbls
1,434
At 1 January 1995
Revisions of previous estimates
Mbbls
Mb tils
Total
Mb bis
1,071
8,415
5,865
[21)
Purchases of reserves-in - place
7,920
Sales of reserves-in-place
(460)
7,920
(45)
(45)
340
340
Extensions, discoveries & other additions
1481)
-
Production
(924)
(848)
(17)
(1,769)
At 31 December 1995
6,430
5,336
594
14,360
MMscf
MMscf
MMscf
MMscf
Total
MMscf
gas reserves
At 1 January 1995
10.446
4,564
15,010
Revisions of previous estimates
1,356
_
1,356
Purchases of reserves-in-place
-
32,100
32,100
(4,564)
(4,564)
Sales of reserves-in-place
-
5,002
5,002
(492)
(2,165)
(2,657)
11,312
34,937
46,249
Extensions, discoveries & other additions
Production
At 31 December 1995
oil and gas reserves
Mboe
Mboe
Gross and net share at 31 December 1 995
8,430
7,221
Grass and net share at 31 December 1 994
1,434
7,606
Mboe
Mboe
Total
Mboe
5,623
594
22,068
806
1,071
10,917
F-or the purposes of this table 6 Mscf of gas has been converted 10 1 boa.
REPORT and ACCOUNTS
41
List of Licences
Netherlands
UK Onshore
Operator
Licence
Interest (%)
Block
Cairn
ML18
Cairn
100.00
PL1 16 (Humbly Grove/Herriard)
Cairn
79.84
PL205 (Storrington)
PL211 (Horndean)
Cairn
Cairn
Cairn
Operator
Exploration
Interest (%)
100.00
ML21
PL1B2 (Palmers Wood)
Notes:
100.00
75.00
Las mo
15.00
7.50
approval oi the Bangladeshi
Las mo
15.00
7.50
authorities, acquire from Cairn a
Premier
50.00
-
14.62
9.75
-
U!7a
53.75
i':i:
Clyde
Clyde
5.32
Cairn
21.00
Cairn
43.75
P/9a&b (gas)
Clyde
2.95
PL241
Cairn
45.62
P/9c (gas)
Clyde
4.76
EXL222
Cairn
43.75
P/12
Clyde
is.ee
EXL225
Cairn
-15.62
EXL230
Cairn
26.00
EXL235
Cairn
50.00
EXL263
C<j "•
53.75
EXL237
Cairn
100.00
DL004 (Albury)
Cairn
62.50
9/18b&c (Gryphon)
Country
A/aa
Bangladesh
Block 15 - Semutang
Block 15 - Non-Scmulang
P.661
P.736
P. 756
22/1 3b
16/1&2C
30/23/0
44 R E P O R T a n d A C C O U N T S
BP
Kerr Me Gee
Amoco
Kctr-McGee
Amoco
field but not in the remainder of
Block 15 ("Non-Semutang").
3. The Group owns a 5.29% equrty
-
iniefest in SOCOPERM which owns
a 50% interest in tha Permtex joint
6.94
International
Interest (%)
Block 16
21/10 (Forties)
30.00% interest in the Semutang gas
venture.
UK Offshore
P.496
9/1 Ba)
J/6 (Markham)
PL240 (Singleton)
P.246
interest in P.103 - Area R (Block
J/3b
PL235
Operator
Production
Interest after
Stats Participation
(%)
2. Midlands will, on the receipt ot the
P/8a (gas)
Licence Block
1. Together with associated 10%
0.50
10.00 1
China
Block 23/10, Wushi Basin
10.00
PNG
PPL139
15.00
Russia
Permtex joint venture
10.00
Thailand
SW1
USA
Ship Shoal 251 (North)
Vietnam
Block 17
Operator
Cairn
Interest (%)
eo.oo 2
HSSB
40.00
Cairn
60.00
HSSB
40.00
Cairn
75.00
HSSB
25.00
Cairn
100.00
Con-n-ano
50.00
SOCO
2.645
Cairn
30.00
Enterprise
14.50
2
3
a
Notice of Annual General Meeting
Revenue in order for such Scheme to remain approved under Schedule 9 of the Income and
Corporation Taxes Act 1988) and that the Directors be and are hereby authorised to do ail acts
Notice is hereby given that the twenty-fifth Annual General Meeting of Cairn Energy PLC will be
and things which they may consider necessary or expedient for the purpose of carrying the
held at Cairn House, 61 Dublin Street, Edinburgh EH3 6NL on 28 May 1996 at 10.30 am for
same into effect; and
the following purposes:-
As Ordinary Business
(d) the Directors be and are hereby authorised to establish further share schemes or share option
schemes in or substantially in accordance with the terms of the Scheme subject to such
To consider and, if thought fit, pass the following Ordinary Resolutions: -
modifications as may be necessary or desirable to take account of local tax, exchange control
or securities laws in any countries outwith the United Kingdom provided always that any shares
1. That the Report and Accounts for the year ended 31 December 1995 be approved.
made available under such further schemes shall be included in calculating the limits on the
2. That Ernst & Young, Chartered Accountants, be re-appointed as Auditors of the Company and
aggregate number of shares which may be issued under the Scheme or the Approved Scheme
that the Directors be authorised to fix their remuneration.
or any other employee share scheme adopted by the Company and provided further that no
3. That Norman Lessels CBE CA be re-elected as a Director.
shares shall be allotted or options granted in respect of shares under any such schemes which
4. That:-
would result in the aggregate number of such shares issued under all such schemes exceeding
(a) the Cairn Energy PLC 1996 Second Share Option Scheme ("the Scheme"), the rules of which
5% of the issued share capilal of the Company from time to time.
have been produced to the Meeting and initialled by the Chairman thereof for identification and
the principal terms of which are summarised in Part 1 of the Appendix to the letter dated 3 May
As Special Business
1996 from the Chairman of the Company to the Shareholders, be and is hereby approved and
To consider, and if thought fit, pass the following Special Resolution:-
the Directors be and are hereby authorised to carry the same into effect with such
amendments as they may consider necessary or desirable to comply with the requirements, if
any, of the London Stock Exchange, the investment committees of the Association of British
Insurers or the National Association of Pension Funds or any similar body; and
5. That the Directors be and are hereby empowered in accordance with Section 95(1) of the
Companies Act 1985 ("the Act") to allot equity securities (as defined by Section 94(2} of the
Act) pursuant to the existing authority granted by shareholders at the Annual General Meeting
on 2 May 1995 as if Section 89(1) of the Act did not apply to such allotment provided that this
(b) the Directors be and are hereby authorised to vote as Directors on any matter connected
power shall be limited:-
with the Scheme and be counted for the purpose of any resolution regarding the same in the
(i) to the allotment or allotments (otherwise than pursuant to sub-paragraph (ii) below, of such
quorum present at the meeting notwithstanding that they may be interested in the same
equity securities for cash up to an aggregate nominal value equal to 5% of the issued share
provided that a Director shall not vote on any resolution concerning his/her individual
capital of the Company as at the conclusion of the Annual General Meeting at which this
participation in the Scheme; and
Resolution is passed and
(ii) to the allotment of equity securities in connection with an offer (whether by way of a rights
(c) the Cairn Energy PLC Executive Share Option Scheme (the "Approved Scheme") be and is
hereby amended in accordance with the amendments set out in Part 2 of the Appendix to the
issue, open offer or otherwise) to the holders of ordinary shares in proportion (as nearly as may
be) to the respective number of ordinary shares held by them, subject only to such exclusions
letter dated 3 May 1996 from the Chairman of the Company to the Shareholders (as such
or other arrangements as the Directors may deem necessary or expedient to deal with
amendments may be amended or varied in accordance with the requirements of the Inland
fractional entitlements, legal or practical problems arising in any overseas territory or by virtue
REPORT and ACCOUNTS 43
of shares being represented by depository receipts, the requirements of any regulatory body or
stock exchange, or any other matters;
and provided further that this authority shall expire as at the conclusion of the next Annual General
Meeting of the Company after the passing of this Resolution (or, if earlier, on 27 August 1997), save
that the Company may, before this authority expires or is replaced, make an offer or agreement
Crest
As Shareholders may be aware regulations have been introduced to effect the introduction of
CREST; the new computerised system for settling sales and purchases of shares, although
Shareholders who wish to retain their share certificates may do so.
which would or might require relevant securities to be allotted after such expiry or replacement and
the Directors may allot relevant securities in pursuance of such an offer or agreement as if the
authority conferred hereby had not expired or, as the case may be, been replaced.
The Uncertificated Securities Regulations 1995 ("the Regulations") permit the Directors to
pass a resolution enabling the Company to join CREST. The effect of the Directors' resolution
is to disapply, in relation to ordinary shares those provisions of the Company's Articles of
Association that are inconsistent with the holding and transfer of shares in CREST and any
By Order of the Board
provision of the Regulations, as and when the shares enter the CREST system.
Company Secretary
Cairn House
61 Dublin Street
The Regulations require the Company to give notice to its members of the passing of the
Resolution of the Directors within 60 days.
Edinburgh EH3 (3NI
3 May 1996
In accordance with the Regulations, notice is given that on 18 March 1996, the Directors
resolved that title to the ordinary shares of 10p each in the capital of the Company, in issue
or to be issued, may be transferred by means of a relevant system. The resolution of the
Motes
Directors will become effective immediately prior to CRESTCo Limited granting permission for
the shares'concerned to be transferred by means of the CREST system. It is expected that
1.
A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and on a poll,
to vote instead of him. A praxy need not be a member of the Company. The instrument appoinlirtg a proxy, together wttti the
power of attorney or other authority (if any) uniter which it is signed or a duly certrfied copy of such power or authority, must be
lodged with the Company Is Registrar, Bar* of Scotland. Registrar Department, Apex House, 9 Haddington Place. Edinburgh
EH74AL, not less than 48 hours beltim (tie time fixed for the holding at the meeting or any adjournment thereof. Onty holders
of ordinary shares sfe entitled to attend (in person or by prowl and vole at the meeting.
shares will become transferable on the CREST system in July 1996 and it is anticipated that
the shares of the Company will become transferable on the CREST system early in 1997.
Shareholders should note that under the Regulations they have the right by ordinary
Z.
(a)
{b)
{c}
(d)
In accordance with the Companies Act 19S5 and the requirements of tire London Stock Exchange, (he following documents
are available lor inspoctton by members at the Company's registered office during normal business hours on we«kday5
(Saturday and public holidays excepted) from the date of this Notice until the date of the Meeting and will aJso be available for
inspection during the Meeting Itself:
ihs rules of the proposed Scheme;
the rutes of the existing Scheme and rite proposed amendments thereto;
the Memorandum and Articles of Association of the Company;
A summary of transactions by Directors (and their family interests) in the share capital of the Company and copies of their
service contracts.
resolution to resolve that the Directors' resolution shall cease to have effect.
J2
E
A leaflet prepared by CRESTCo Limited explaining the new system is available on request
from the Company Secretary.
i
44
REPORT and ACCOUNTS

1995 Annual report PDF 11.04MB

Transcription

Similar documents

2015 Agriculture Federal Credit Union (AgFed) Board of Directors

v20n3p246.

PDF

www.ryvarden.no

January 2014 Newsletter - Fresno Police Department Credit Union

CA31E--13-Q,IIQSS*A rN! Ol{Etr]s ( s.il.TCE FEPTEI`LBEF` l

training your cairn - The Cairn Terrier Club

Newsletter 21 MAY 2015 - CairnStoneAdventureTours.com

Step by Step Guide: New Company Registration

2 March 2016 Dear Shareholder Notice of the Annual