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KUWAIT ENERGY plc

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

35

15.

ACQUISITION OF SUBSIDIARIES (CONTINUED)

2014 restructuring (continued)

*This represents 31,750 thousand shares of the Company held by KEC. After combination, as at 31 December 2014 it

has been classified as treasury shares of the Group (note 22) in the consolidated balance sheet. Subsequent to the year

ended 31 December 2014, these shares have been purchased by the Company and directly held as treasury shares.

USD 000’s

Consideration settled by way of share for share exchange

60,842

Non-controlling interest in the subsidiary acquired

8,778

69,620

Net assets acquired

(71,951)

Difference between the historical carrying amounts of net assets acquired and

consideration paid has been recognised as a merger reserve

(2,331)

Acquisition of Jannah Hunt Oil Company in 2013

On the 31 January 2013 the Group completed the acquisition of 100% of Jannah Hunt Oil Company (JHOC) by

acquiring its shares, a company with oil and gas assets in Yemen. The acquisition of JHOC added a 15% participating

interest in the producing Block 5 licence. The transaction had an effective date of 1 October 2012 but completed on 31

January 2013 and this is therefore the acquisition date. The transaction is accounted for in 2013 as a business

combination in accordance with IFRS 3, ‘Business Combinations’.

Fair value on

acquisition

USD 000’s

Non-current assets

Property, plant and equipment

129,922

Current assets and current liabilities

Inventories

8,098

Trade and other receivables

175

Cash and cash equivalents

961

Trade and other payables

(4,466)

Non-current liabilities

Future decommissioning provision

(965)

Purchase consideration paid in cash

133,725

USD 30 million was paid in 2012 and was recognised as advance for subsidiary on the balance sheet at 31 December

2012.

The total purchase consideration equals the aggregate of the fair value of the identifiable assets and liabilities of JHOC

and therefore no goodwill has been recorded on acquisition. The fair value is arrived at by Level 3 fair value

measurements.

Transaction costs of USD 996 thousand in respect of the acquisition were recognised in the 2013 consolidated income

statement.

From the date of acquisition to 31 December 2013, JHOC contributed USD 54.9 million to Group revenues and a

profit of USD 4.6 million to the profit of the Group. If the acquisition had been completed on the first day of 2013,

Group revenues and loss for the year would have been USD 267.1 million and USD 295.4 million respectively.

KUWAIT ENERGY plc

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

36

16.

INVESTMENT IN JOINT VENTURE

The Group owns a 20% equ

ity interest in Medco L.L.C. (“Medco”), a jointly controlled entity incorporated in Oman,

engaged as operator for Karim Small fields in Oman. In accordance with IFRS 11 Joint Arrangements, the Group has

determined its interest in Medco to be a Joint Venture and accordingly accounts for it using the equity method (see

note 2).

Movement in investment in Joint Venture

2014

2013

USD 000’s

USD 000’s

As at 1 January

10,598

9,055

Share of profit of Medco

1,040

1,543

Dividend received from Medco

(3,500)

-

As at 31 December

8,138

10,598

Summarised financial statement information (100%) of Medco, based on its IFRS financial statements adjusted to

bring the accounting policies of Medco in line with those of the Group, and reconciliation with the carrying amount of

the investment in the Group’s consolidated financial statements are set out below:

Selected information from Medco financial statements

2014

2013

USD 000’s

USD 000’s

Cash and cash equivalents

18,214

19,849

Other current assets

31,516

31,900

Non-current assets

5,535

8,859

Current liabilities

(25,087)

(24,227)

Dividend payable

(10,000)

-

Non-current liabilities

(332)

(295)

Equity

19,846

36,086

Group’s

20% equity interest in Medco

Medco equity attributable to the Group

3,969

7,217

Medco dividend payable attributable to the Group

2,000

-

Adjustments made to bring the accounting policies of Medco in line with

those of the Group*

2,169

3,381

Carrying amount of the Group’s interest in Medco

8,138

10,598

Selected information from Medco financial statements

Year ended

2014

Year ended

2013

USD 000’s

USD 000’s

Revenue

107,466

109,490

Operating cost

(91,356)

(94,103)

Amortization

(3,325)

(3,325)

Taxation charges

(1,525)

(1,452)

Profit and total comprehensive income for the year

11,260

10,610

Group’s 20% equity interest in Medco

Group’s share of pr

ofit of Medco

2,252

2,122

Adjustments made to bring the accounting policies of Medco in line with

those of the Group*

(1,212)

(579)

Share of results from Medco recognised in consolidated income statement

1,040

1,543

*Adjustment represents impact of capitalisation of oil and gas assets development expenditures in accordance with

the Group’s accounting policy which have been charged to the income statement

of Medco.