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Awilco Drilling PLC
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Awilco Drilling PLC
Report and Financial Statements
31 December 2022
Awilco Drilling PLC
1
Directors
Sigurd Thorvildsen
Henrik Fougner
Daniel Gold
John Simpson
Synne Syrrist
Secretary
Burness Paull LLP,
50 Lothian Road
Festival Square
Edinburgh
EH3 9WJ
Auditors
Ernst & Young LLP
4
th
Floor
2 Marischal Square
Broad Street
Aberdeen
AB10 1BL
Bankers
DNB Bank ASA
8
th
Floor
The Walbrook Building
25 Walbrook
London
EC4N 8AF
Registered Office
Suite 1
7
th
Floor
50 Broadway
London
SW1H 0BL
Awilco Drilling PLC
2
Strategic report
Corporate Strategy and business model
Awilco Drilling PLC (
the Company
)
’s strategy is to
pursue the arbitration proceedings between Keppel
FELS Shipyard and the former rig owning subsidiary companies, Awilco Rig 1 Pte. Ltd and Awilco Rig 2
Pte. Ltd. to a conclusion. During 2020, the vessel construction contracts for two semi-submersible rigs
being built in Singapore were terminated, and the subsidiary companies entered into arbitration proceedings
with the rig construction company. During April 2023, Awilco Rig 1 Pte Ltd received the arbitration
tribunal’s ruling which awarded in favour of Ke
ppel FELS.
The second arbitration process between Awilco Rig 2 Pte Ltd and the shipyard continued as planned and
commenced on 2 May 2023.
No future decisions will be made until the final outcome of the proceeding is
known.
Going Concern
In the prior year, the Company owned and operated two semi-submersible drilling rigs, the WilPhoenix and
WilHunter, both standardised rigs used in the drilling of oil and gas wells and P&A work in the UK sector
of the North Sea.
Following the contractual arrangements to sell both rigs during Q2 2022, the Company is
no longer performing operational activities relating to rigs.
As a result of this, the financial statements have
been prepared on a basis other than going concern.
Principal activity
Following the contractual arrangements as above to sell both rigs during Q2 2022, the principal activity of
the Group during the year was to continue the arbitration processes with Keppel FELS shipyard.
Business review and future developments
Following the disposal of both of the Company’s drilling rigs,
WilPhoenix and WilHunter, the Company is
no longer performing operational activities relating to rigs.
The main focus during the year was on the
arbitration processes.
The final hearing for Nordic Winter was held on 13 January 2023 and as noted above,
the arbitration ruling was awarded in favour of Keppel FELS.
The hearing for Nordic Spring commenced
on 2 May 2023.
No future decisions will be made until the final outcome of the proceedings is known.
Performance
The G
roup’s financial performance during the
year was as follows:
2022
2021
US$000
US$000
Revenue
-
33,077
Operating loss
(145,101)
(61,264)
Loss for the year attributable to equity shareholders
(145,357)
(72,229)
Operating loss margin %
n/a
(185%)
Number of employees and contractors at year end
8
107
The Group had rig operating expenses of US$ 4.9 million (2021: US$ 27.6 million) relating to rig operating
costs included in cost of sales.
General and administration expenses were US$ 20.2 million (2021: US$
12.2 million).
This included US$ 15.1 million in respect of legal fees and other costs in support of the
arbitration processes.
(2021 : US$ 5.5 million).
There was an impairment expense of US$ 0.2 million
during the year. (2021: US$ 48.1 million).
Due to the sale of both rigs and other equipment during the year,
there was gain on sale of US$ 3.2 million (2021: nil).
As a result of the adverse tribunal award, an amount for the award plus an estimate of interest and costs of
US$ 122.6 million (2021 : nil) has been reflected in full in the subsidiary company and consequently is also
reflected as a liability of the consolidated group.
This is considered as a liability of the subsidiary and not
the parent company.
Awilco Drilling PLC
3
Strategic report (continued)
Business review and future developments (continued)
Performance (continued)
Following the disposal of both of the Company’s drilling rigs, the Company
is no longer performing
operational activities relating to rigs.
In future, the principal KPIs will be in respect of maintaining an
adequate cash buffer to meet the ongoing obligations of the Company.
Principal risks and uncertainties
The
Company’s
primary risks during the prior year were those that impacted utilisation rates for each of the
rigs, QHSE issues associated with operations and exposure to liquidity, credit, and legal risk.
Following the
disposal of the rigs and no ongoing rig operations, the principal risks are now in respect of liquidity and
legal risks.
Liquidity
As described in Note 26 to the financial statements, the G
roup’s objective is to maintain sufficient liquidity
in order to support the needs of the business and meet liabilities as they fall due.
During May 2023, the
Group successfully signed a further short-term shareholder loan with Awilhelmsen Offshore AS.
The loan
is for a total of USD four million, structured as a draw-down facility.
Management intend to raise further funding by way of a private placement expected to be carried out during
Q2 2023, followed up with the subsequent repair offerings. The funds will be used to support the ongoing
arbitration process.
Legal risks
The Group values its reputation and aims to carry out business in a fair and open manner.
Despite this the
Group may become subject to claims during the course of its business.
During 2020, the vessel construction
contracts for two semi-submersible drilling rigs being built in Singapore, were terminated.
The Group’s
subsidiary companies have entered into arbitration with the rig construction company, with the first
arbitration process now concluded.
The rig construction contracts were entered into on a non-recourse basis
to the parent company or wider group.
In order to mitigate any possible risk of cash outflow, the Group has
established a dedicated team and has engaged specialist legal advisors to support the actions taken.
Corporate Social Responsibility
The Company recognises its duty to stakeholders to operate the business in an ethical and responsible
manner.
It is committed to developing its Corporate Social Responsibility (CSR) agenda, recognising that
it can play a major part in its operations.
This report does not contain information about any policies of the
Company in relation to social community and human rights issues since it is not considered necessary for
an understanding of the development, performance or position of the Co
mpany’s business activities.
During
the prior year, when operational activities were being performed, the following core values were applicable:
Core Values
Simple is Best
Our systems and procedures shall be clear, concise and effective, ensuring we deliver on
our promises.
Engagement
We will be a company of choice, valuing our work force, listening and responding to
employees, clients and partners.
Efficiency
We will consistently meet our clients
expectations by providing competent people, reliable
equipment and smart systems.
Flexibility
We will encourage challenge and creativity in order to deliver optimised performance and
continuous improvement.
Performance
We will get it right first time; consistently delivering success.
Awilco Drilling PLC
4
Strategic report (continued)
Corporate Social Responsibility (continued)
Environmental matters
As a result of rig disposals, the Company is no longer performing operational activities relating to rigs so
has no significant environmental matters to consider.
The responsibility for minimising environmental
impact in relation to the disposal of rigs passed to the buyers.
Anti-bribery and corruption
The Company requires its employees to observe the highest standards of business and personal ethics in the
conduct of their duties and responsibilities.
The Company has a specific Anti-Bribery and Corruption policy
to ensure compliance with all applicable anti-bribery and corruption regulations and to ensure the
Company’s business is conducted in a
socially responsible manner.
A risk assessment is undertaken by the
senior members of the Company as part of the quarterly
review of the Company’s risk register.
Policy
The Company’s employment policies and procedures are described in detail in
the Staff Handbook, which
is available to all employees via the Business Management System (BMS)
.
The Company’s
Code of
Conduct
Values and Ethics document sets out the basic principles to guide all employees and officers of
the Company on how they must conduct themselves to seek to avoid even the appearance of improper
behaviour. To help ensure compliance, the Company requires that employees, officers and directors review
the policy and acknowledge their understanding and adherence in writing on an annual basis.
Equal opportunities and diversity
The Company is committed to equal opportunities and treats all employees with respect and dignity and
ensures that decisions are taken without reference to irrelevant or discriminatory criteria.
The Company
does not tolerate any form of unlawful discrimination and is committed to promoting equality of opportunity
and diversity for all personnel and will address any unlawful discrimination in every aspect of its operations.
As at 31 December 2022, the number of directors and employees was as follows:
Male
Female
Directors
4
1
Senior Managers
1
-
Other staff
onshore
3
4
Other staff
offshore
-
-
Health and Wellbeing
It is important to the Company that it supports its employees in their health and wellbeing. The Company
operates a flexible benefit scheme that is available to all members of staff and includes benefits such as
leisure club membership, private medical and dental insurance, a health screening service and an Employee
Assistance Programme.
The Company has also achieved the Silver Healthy Working Lives Award.
Absence Management
The Group has an established absence management procedure, to support employees during periods of
sickness absence whilst ensuring the efficient and effective running of the organisation.
2022
2021
Group sick leave
(as a percentage of total hours worked)
0.6%
2.0%
Awilco Drilling PLC
5
Strategic report (continued)
Section 172
The Board of Directors have taken account of stakeholder views when making key decisions that impact the
company and its stakeholders.
The following matrix provides some examples of how, during the year,
consideration was given to key stakeholders, being employees, investors, customers, suppliers, regulators
and society in general.
In the future, if activity is not increased again, many of these issues may no longer
be relevant.
Stakeholder
Strategic Issue
Engagement
Outcome
Key Decision
Employees
Fair compensation
and benefits
package for
employees
Market analysis is
performed to ensure
compensation levels
are competitive in
prevailing market.
See also
commitment
expressed by the
Board in respect of
“Health and
Wellbeing” of
employees on page
4.
Pay levels for
existing were
considered to be
fair and
competitive
within the
industry.
Due to disposal of
rigs and
discontinued
operations, the
decision was
taken to make the
offshore personnel
and the majority
of onshore
personnel
redundant.
A few
key onshore
positions were
retained to
support the
ongoing
arbitration
process.
Stakeholder
Strategic Issue
Engagement
Outcome
Key Decision
Investors
Continue to seek
growth
opportunities that
offer
attractive
returns
to
investors
Information is
shared with
investors in the
form of half
yearly and annual
financial reports
and press release
disclosures are
required.
Additionally, half
yearly
presentations held
and available on
the Company
website. Regular
one to one
investor meetings
are also held.
No new outcomes
in
respect
of
investment
opportunities
at
this time.
The Company
successfully
completed a
private placement
to raise new
equity through the
issue of new
shares.
The proceeds of
the equity issue
will be used to
support
the
ongoing
arbitration
processes
until
their conclusion.
Awilco Drilling PLC
6
Strategic report (continued)
Section 172 (continued)
Stakeholder
Strategic Issue
Engagement
Outcome
Key Decision
Customers
Customer
Satisfaction
When
the
Company was in
an
operational
phase, customers
were requested to
provide feedback
on a variety of
areas to ensure the
company
was
performing
in
accordance
with,
or
better
than,
customer
expectations.
Customer surveys
feedback
were
part
of
the
company KPIs.
Scoring
in
this
area
was
more
than
satisfactory
during the course
of the prior year.
No key decisions
at this time.
Suppliers
Selection of key
suppliers and
high-level
purchases. Ensure
that vendors are
paid on a timely
manner.
Suppliers invited
to tender and
purchasing
procedures require
fair and
transparent
selection of
vendors. Refer
also paragraph on
Investment
Appraisal" on
page 18 of the
annual report.
Policies,
procedures and
scrutiny by the
Board ensures
vendor selection
criteria is a robust
process.
No key decisions
at this time
Regulators
Accreditation and
compliance with
regulatory
standards.
Details of
standards
achieved are
detailed under
"Health, Safety
and Environment"
on page 6 of the
2021 annual
report.
Achievement and
continued
certification of
compliance
through external
HSE audits
ensures company
operates at, or
above, the
standards required
by the regulatory
bodies that govern
the industry.
The Company’s
has suspended its
ISO 14001
accredited
Environmental
Managements
System (EMS) to
reflect the sale of
its remaining
assets however
the Company
remains
committed to its
previously stated
goals with regards
to environmental
protection.
Awilco Drilling PLC
7
Strategic report (continued)
Section 172 (continued)
Stakeholder
Strategic Issue
Engagement
Outcome
Key Decision
Society
Minimising harm
to the environment
in
operational
performance
of
the fleet.
KPIs
are
established
to
measure
if
any
adverse
consequence
to
the
environment
within the control
of the company.
Achievement and
compliance
with
environmental
sustainability.
As a result of rig
disposals, the
Company is no
longer performing
operational
activities so has no
significant climate
change impact to
consider.
The
responsibility for
minimising
environmental
impact in relation to
the disposal of rigs
has passed to the
buyer.
The WilHunter was
sold for recycling
by an approved
Ships Recycling
Facility in Turkey.
The transportation
and recycling was
monitored by the
Company’s
representatives who
verified that the
process was
conducted in
accordance with all
relevant rules and
regulations.
Recycling was
concluded in
January 2023 to the
satisfaction of the
Scottish
Environmental
Protection Agency
(SEPA).
By order of the Board of Directors
Sigurd Thorvildsen
26 May 2023
Awilco Drilling PLC
8
D
irectors’ report
Registered No. 7114196
The Directors present their report and financial statements for the year ended 31 December 2022. These
financial statements have been prepared under UK-adopted International Accounting Standards (UK-
adopted IAS).
Results and dividends
The loss after taxation for the year amounted to US$ 145.4 million (2021: US$ 72.2 million loss).
There were no dividends paid during the year.
(2021: nil)
Future developments
See Strategic Report pages 2-7.
Directors
The directors who served the Company during the year were as follows:
Sigurd Thorvildsen
Henrik Fougner
Daniel Gold
John Simpson
Synne Syrrist
Financial instruments
The Group’s financial risk management objectives and policies
are discussed further in Note 27 on pages
67-69 of the financial statements.
Directors
liability
The Company insures its directors and officers against liability in respect of proceedings brought by third
parties, subject to the conditions set out in the UK Companies Act 2006.
Directors and their interests
None of the directors listed above had any direct interest in
the Company’s
shares.
Major interest in shares
The Company has been notified of the following interests representing 3% or more of the issued ordinary
share capital of the Company as at 26 May 2023.
No of shares
Percentage holding
Awilhelmsen Offshore AS
2,257,777
50.5%
State Street Bank and Trust
1,019,000
22.8%
Akastor AS
305,097
6.8%
The Bank of New York Mellon
229,146
5.1%
Skandinaviska Enskilda Banken
220,000
4.9%
QVT Financial LP with affiliated and related parties owned 1,252,477 shares at 26 May 2023, a total of
28.0
% of the Company’s share capital.
Awilco Drilling PLC
9
Directors
report (continued)
Corporate governance
The information given in the corporate governance statement is set out on pages 13-19.
Going concern
As noted in the Strategic report, the Group is no longer performing operational activities relating to rigs.
Accordingly, the financial statements have been prepared on a basis other than going concern (Note 2).
Greenhouse gas emissions
The Company’s
greenhouse gas emissions are categorised between two categories: direct emissions (from
rig power generation and loss of refrigerants) and indirect emissions (from purchased electricity for onshore
offices).
All figures reported are in relation to energy consumed in the United Kingdom and offshore area.
All emissions from the facilities over which the Company has direct operational control were included.
The
Companies Act 2006 requires reporting on the following greenhouse gases:
Carbon dioxide ("CO2");
Methane ("CH4");
Nitrous Oxide ("N2O");
Hydrofluorocarbons ("HFCs");
Perfluorocarbons ("PFCs"); and
Sulphur Hexafluoride ("SF6").
PFCs and SF6 are not emitted, and therefore not considered in this report.
This information was collected and reported in line with the methodology set out in the UK Government’s
Environmental Reporting Guidelines, 2019. Emissions have been calculated using the latest conversion
factors provided by the UK Government. Greenhouse gas emissions are reported in tonnes (t) carbon dioxide
equivalents ("CO2e"). Calculations are performed using the emission factors and global warming potential
for each chemical compound, which are in accordance with the current guidance from the UK Government
GHG Conversion Factors for Company Reporting 2022. The 2022 annual CO2e emitted from operations
was 1,774 t.
For the year ended 31 December 2022, the
estimated carbon dioxide equivalent (“CO2e”) gas emissions
were 1,749 tonnes as compared to 6,849 tonnes for the year ended 31 December 2021. Reduction of direct
emissions reflects the sale of the WilPhoenix on the 9
th
June 2022. WilHunter remained in cold stack until
its sale for recycling on the 22
nd
June 2022. Indirect emissions remained at a comparatively low level due
to reduced occupancy of the office due to the global pandemic and reduced manning requirements.
Awilco Drilling PLC
10
Directors
report (continued)
Greenhouse gas emissions (continued)
Energy usage (kWh)
2022
2021
Indirect emissions (onshore offices)
97,641
123,251
Greenhouse Gas Emissions
Direct emissions (owned rigs)
1,749
6,849
Indirect emissions (onshore offices)
25
26
Refrigerant emissions (offshore only)
-
102.0
Total emissions (CO2c)
1,774
6,977
Direct CH
4
emissions (owned rigs)
0.4
1.7
Direct N
2
O emissions (owned rigs)
23.2
91.2
During 2022, zero drill cuttings were disposed to the environment from operations.
The Company’s has suspended its ISO 14001 accredited Environmental Managements System (EMS) to
reflect the sale of its remaining assets however the Company remains committed to its previously stated
goals with regards to environmental protection.
The WilHunter was sold for recycling by an approved Ships Recycling Facility in Turkey, the transportation
and recycling was monitored by the Company’s representatives who verified that the process was conducted
in accordance with all relevant rules and regulations. Recycling was concluded in January 2023 to the
satisfaction of the Scottish Environmental Protection Agency (SEPA).
Assessment of Climate Change Impact
As a result of rig disposals, the Company is currently no longer performing operational activities relating to
rigs so has no significant climate change impact to consider.
The responsibility for minimising
environmental impact in relation to the disposal of rigs has passed to the buyer.
Stakeholder relationships
The Directors recognise that business relationships with all stakeholders is beneficial to the well-being of
the organisation.
During the Company’s operational phase, f
eedback in terms of relationships with
suppliers, customers, investors was discussed with management at board meetings.
Disclosure of information to the auditors
So far as each person who was a director at the date of approving this report is aware, there is no relevant
audit information, being information needed by the auditor in connection with preparing its report, of which
the auditor is unaware. Having made enquiries of fellow directors and the Company
’s auditor, each director
has taken all the steps that they are obliged to take as a director in order to make themselves aware of any
relevant audit information and to establish that the auditor is aware of that information.
Responsibility statement
The directors confirm, to the best of their knowledge:
That the consolidated financial statements, prepared under UK-adopted International Accounting
Standards (UK-adopted IAS), give a true and fair view of the assets, liabilities, financial position, and
profit of the parent company and undertaking included in the consolidation taken as a whole;
That the annual report, including the strategic report, includes a fair review of the development and
performance of the business, and the position of the company and undertakings included in the
consolidation taken as a whole, together with a description of the principal risks and uncertainties that
they face: and,
Awilco Drilling PLC
11
Directors’ report (c
ontinued)
Responsibility statement (continued)
That they consider the annual report, taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the company’s position, performance,
business model and strategy.
Subsequent events
During January, following successful recycling of the WilHunter rig in Turkey, the counter security of GBP
2 million that was held in escrow in connection with the SEPA guarantee was returned in full.
Also, during January, the short-term shareholder loan and associated interest was repaid in full.
During February, a sublet opportunity was identified for the top floor of the Westhill office.
The Company
signed a revised lease with the landlord for the remaining bottom floor area of the office.
During
April, the subsidiary company, Awilco Rig 1 Pte Ltd received the arbitration tribunal’s ruling which
awarded in favour of Keppel FELS.
This is considered as an adjusting post balance sheet event and the
financial statements have been amended accordingly.
During May, the Company signed a further short-term shareholder loan with Awilhelmsen Offshore AS.
The loan is for a total of up to USD four million, structured as a draw-down facility, with interest rate of 10
percent per annum on the aggregated outstanding principal amount. In addition, there is an arrangement fee
of 2 percent on the total amount. Maturity date for the loan is 30 June 2023. The loan shall be used to support
the ongoing arbitration process.
Auditors
A resolution to reappoint Ernst & Young LLP as auditors will be put to the members at the Annual General
Meeting.
By order of the Board of Directors
Sigurd Thorvildsen
26 May 2023
Awilco Drilling PLC
12
Statement of directors’ responsibilities
The directors are responsible for preparing the annual report and the financial statement in accordance with
applicable United Kingdom law and regulation.
Company Law requires the directors to prepare financial statements for each financial year. Under that law,
the directors have prepared the Group and Company financial statements in accordance with UK adopted
international accounting standards (UK-adopted IAS) as applied in accordance with section 408 of the
Companies Act 2006.
Under Company law, the directors must not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of
the group and the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in IFRS is
insufficient to enable users to understand the impact of particular transactions, other events and
conditions on the group’s financial position and financial performance;
in respect of the group financial statements, state whether UK adopted international accounting
standards (UK-adopted IAS) have been followed, subject to any material departures disclosed and
explained in the financial statements;
in respect of the parent company financial statements, UK-adopted IAS, as applied in accordance
with section 408 of the Companies Act 2006 have been followed, subject to any material departures
disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the company and / or the group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the company’s
a
nd group’s
transactions and disclose with reasonable accuracy at any time the financial
position of the group and the company and enable them to ensure that its financial statements comply with
the Companies Act 2006.
They are also responsible for safeguarding the assets of the group and parent company and group and hence
for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the directors are also responsible for preparing a strategic report,
directors’ report, directors’ remuneration report and corporate governance statement that comply with that
law and those regulations. The directors are responsible for the maintenance and integrity of the corporate
and financial info
rmation included on the company’s website.
Awilco Drilling PLC
13
Corporate governance
Awilco Drilling PLC is committed to maintaining high standards of corporate governance.
The Company was listed on the Oslo Bors stock exchange until 16 December 2022, when the Company
transferred its listing from the Oslo Bors to Euronext Growth Oslo.
As the Company remained on the Oslo
Bors stock exchange for the majority of the year, the Company continued to adopt the Norwegian Code of
Practice for Corporate Governance of 14 October 2021 (
the Code
).
A copy of the code can be found at
www.nues.no
Adherence to the Code is based on a “comply or explain” principle, whereby companies are expected to
comply with the recommendations or explain why they have chosen an alternative approach.
Below is a
summary of the departures from the Code with an explanation of how the Company
’s actual practices
contribute to good corporate governance.
Code of Practice Compliance
The Company is required to state how it has applied the principles set out in Section 1 of the Code and
which relate to its directors, remuneration, accountability and audit and relations with shareholders.
As of the date of this report, the Company is in compliance with the Code, except in relation to the following
matters:
Business
the Company
’s Articles of Association do not specifically define the
Company
’s
business. The Company is incorporated in England & Wales and this is in line with standard
practice for a UK registered company.
An overview of the Company
’s business can be found in
this report.
Equity and dividends
the authorisation given to undertake share capital increases has not been
restricted to defined purposes, due to the scope of the Company
’s business.
Th
is is normal practice
for a UK registered company.
Auditor
the Auditor is not present during the Board meeting that considers the annual accounts;
but the Auditor attends all Audit Committee meetings including discussions related to the Annual
Report and financial statements.
Corporate Assembly
the Company does not have a Corporate Assembly.
Business
During the prior year, the Company
’s principal business
was to own offshore drilling rigs for use in offshore
drilling operations, and to provide drilling services for oil and gas companies using these rigs.
This was an
intricate business which involved complex assets and high value equipment, and which required specialised
and trained personnel to operate them efficiently and safely.
Following the disposal of both of the
Company’s drilling rigs, the Company is no longer performing operational activities
relating to rigs.
Further information about the Company
’s vision, mission and strategy statements is available
in the
Strategic Report.
Equity and dividends
Full details of the shares issued are detailed in Note 25. The Company considers its equity to be at a level
appropriate to the Company
’s objectives, strategies, cash flow projections and risk profile.
As the Company is no longer performing operational activities relating to rigs, there will be no dividends
distributed arising from operational activity.
Awilco Drilling PLC
Corporate governance (continued)
14
Equal treatment of shareholders
All issued shares of the Company are vested with equal shareholder rights in all respects.
There is only one
class of shares.
The Articles of Association place no restrictions on voting rights.
Each share represents
one vote at the Company
’s General Meetings
.
Equal opportunities and diversity
The Company is committed to ensuring that all employees are treated with respect and dignity and to ensure
that decisions are taken without reference to irrelevant or discriminatory criteria.
The Company will not
tolerate any form of unlawful discrimination and is committed to promoting equality of opportunity and
address unlawful discrimination in every aspect of its operations.
The Company takes every possible step
to ensure that decisions on recruitment, selection, training, conditions of work, pay and benefits, promotion,
career, management, and every other aspect of employment are justifiable and based solely on objective
criteria.
During the year, there have been no incidents of non-compliance with this policy.
Transactions with close associates
The Company has entered into the agreements listed below with the following parties:
A management agreement with Awilhelmsen Management AS (AWM) for corporate services;
Management-for-hire contracts for personnel from the Awilhelmsen Group.
Awilhelmsen Offshore AS owns 50.5% of the ordinary shares in Awilco Drilling PLC.
Freely negotiable shares
The shares of the Company are freely negotiable.
Going concern
The Board regularly review the Company’s
financial projections to ensure resources are available to meet
requirements and takes appropriate action if judged necessary.
Following the cessation of operational
activity, these financial statements have been prepared on a basis other than going concern.
General Meetings
All shareholders of the Company are entitled to attend the general meetings of the Company. The Annual
General Meeting (AGM) is to be held no later than 30 June each year.
Notification for meetings are sent
out at least 21 days in advance.
The notice includes a reference to the Company
’s website where the notice
for the General Meeting and other supporting documents required to allow shareholders to form a view on
all matters to be considered at the meeting are made available.
The deadline for registration is normally set
two working days before the General Meeting, to ensure shareholders have as much time as possible to
register.
If a shareholder cannot attend a meeting in person, it is possible to vote through proxy.
The minutes from the General Meetings are published on the Company
’s website
www.awilcodrilling.com
The next AGM is scheduled for 26 June 2023.
Awilco Drilling PLC
Corporate governance (continued)
15
The Board of Directors
The Board considers that it is vital to ensure that there is an appropriate range of skills, knowledge and
experience among its members, and that the objectivity and integrity of members should be exemplary.
The
Board currently consists of five non-executive Directors including the Chairman. The Board believes that
the structure and size of the Board is appropriate and that no single individual or group dominates the
decision making process.
The names, skills, experience and expertise of each Director are shown in the
Board of Directors section of the Company
’s website at
www.awilcodrilling.com
The main responsibilities of the Board include but are not limited to:
providing strategic direction for the Company;
overseeing the Company
’s systems of internal control, governance and risk management
;
evaluating the performance of executive management; and
monitoring and facilitating the activities of the Audit and Remuneration Committees.
Management is delegated the task of the detailed planning and implementation of the Company
’s strategy.
Directors receive timely, regular and appropriate management information to enable them to fulfil their
duties and have access to the advice of the Company Secretary.
The Board has agreed guidelines for
Directors to obtain independent professional advice, if they seek it, at the Company
’s expense.
The Company has in place dire
ctors’
and
officers’
liability insurance.
The Board includes two independent non-executive directors (John Simpson and Synne Syrrist) and three
non-independent non-executive directors (Sigurd Thorvildsen, Henrik Fougner and Daniel Gold). All the
non-executive Board members are viewed as being free from any relationship with the executive
management which could result in any conflict or affect their judgement.
None of the non-executive
directors participates in the share option schemes or long-term incentive plan operated by the Company, and
none are dependent on the fees received from the Company as their primary source of income.
Board Performance
The Board completes an annual process to evaluate the effectiveness of Board Committees and individual
directors and has confirmed that it is satisfied that it and its Committees are operating effectively.
The performance of the
Chief Executive Officer (“
CEO
”)
is reviewed annually by the Remuneration
Committee in conjunction with his annual pay review and the payment of bonuses.
Directors are elected by shareholders at the first annual general meeting after their appointment and, after
that, offer themselves for re-election by a vote of shareholders at least once every two years.
Awilco Drilling PLC
Corporate governance (continued)
16
The Board of Directors (continued)
Meetings and attendance
Board meetings are scheduled to be held at least five times a year, linked to key events in the Company
’s
corporate reporting calendar.
Additional ad-hoc meetings are held when deemed necessary.
It is expected that all directors attend Board and relevant committee meetings, unless they are prevented
from doing so by prior commitments or travel restrictions.
If directors are unable to attend meetings, they
are given the opportunity to be consulted and comment in advance of the meeting.
Board Committees
The Board has established an Audit Committee, Remuneration Committee and a Nomination Committee.
The Audit Committee and Nomination Committee have formal terms of reference governing their method
of operation which reflect the provisions of the Code and which have been approved by the Board.
Audit Committee
The Audit Committee was chaired during the year by John Simpson and the other member of the Committee
is Henrik Fougner. Only John Simpson is considered to be independent by the Board, which is
acknowledged in the terms of reference of the Audit Committee.
The Board is satisfied that John Simpson
has recent and relevant financial experience, as the former CEO of Den Norske Bank (now DNB Bank) in
London and Regional Director for DNB’s Asia
-Pacific operations. Mr. Simpson is currently a director of
Marine Capital Limited, as UK asset manager and classed as an approved person by the UK FCA.
He has
chaired audit committees of UK listed companies and public bodies since 1996.
The role of the Audit Committee is to ensure the integrity of the financial statements of the Company,
including its annual and half yearly
reports, preliminary results’ announcements and any other formal
announcements relating to its financial performance.
It is responsible for reviewing the Company
’s internal
financial control and risk management systems, advising the Board on the appointment of external auditors,
overseeing the relationship with external auditors, reviewing the Company
’s whistleblowing procedures and
considering the need for an internal audit function.
The Audit Committee monitors the relationship with the Company
’s external auditors relating to the
provision of non-audit services to ensure auditor objectivity and independence is safeguarded.
The
Company will award non-audit work to the firm which provides the best commercial solution for the work
in question taking into account the skills and experience of the firm involved and the fees payable for the
work. In considering whether to award such work to the external auditors, attention is paid to the level of
fees for non-audit services relative to the amounts of the audit fee and whether there are safeguards in place
to mitigate to an acceptable level any threat to objectivity and independence in the conduct of the audit
resulting from the provision of such services.
There is an opportunity at each meeting for the Audit Committee to discuss matters privately with the
external auditors without any members of the executive management team present.
In addition, the
Chairman of the Committee is in regular contact with the external audit partner to discuss matters relevant
to the Company.
The Audit Committee have also been extensively involved in ensuring the appropriate disclosures regarding
Going Concern have been included in the financial statements.
Remuneration Committee
The Remuneration Committee was chaired during the year by Sigurd Thorvildsen and the other members
of the Committee are Daniel Gold and Henrik Fougner.
The role of the Remuneration Committee is to establish and develop the remuneration policy for the
Company
’s execu
tives and key management and to determine a specific remuneration package for the CEO.
No director or employee is involved in deciding their own remuneration. The Committee also approves all
employee pay review proposals.
Details of the Company
’s policy on remuneration, service contracts and compensation payments are set out
in the
Director’s
remuneration report.
Awilco Drilling PLC
Corporate governance (continued)
17
The Board of Directors (continued)
Nomination
Committee
The members of the Nomination Committee are Henrik Christensen and Tom Furulund.
The role of the Nomination Committee is to present a recommendation to the general meetings concerning
directors to be elected by shareholders and the level of directors
fees.
The Nomination Committee shall
also present recommendations to the general meetings regarding nomination of members to the Nomination
Committee and concerning fees for the members of the Nomination Committee.
The table below shows the frequency and attendance of directors and other members at Board and
Committee meetings during 2022.
Board
Meetings
Remuneration
Committee
Audit
Committee
Nomination
Committee
No of meetings in year
Sigurd Thorvildsen
7
1
-
-
Henrik Fougner
8
1
3
-
Daniel Gold
8
1
-
-
John Simpson
7
-
3
-
Synne Syrrist
8
-
-
-
Henrik Christensen
(1)
-
-
-
1
Tom Furulund
(1)
-
-
-
1
(1)
Not members of the Board but members of the Nomination Committee only
Internal controls and risk management
The Board acknowledges its responsibility for establishing and maintaining adequate internal controls and
risk management systems to safeguard shareholders
investments and the Company
’s
assets and performs
an annual review of these areas.
Such systems can only be designed to manage, and not to eliminate, the
risk of failure to achieve business objectives.
They can provide reasonable, but not absolute, assurance that
the Company
’s assets are safeguarded and that the financial information used within the business fo
r external
reporting is reliable.
Operational and business activity risks
The Company
’s operational and business activity risks are controlled and mitigated by the implementation
and use of its Business Management System (BMS).
During operational activity, the Company
’s offshore
activity risk was further controlled by the implementation and use of its Safety and Environmental
Management System which is incorporated in the BMS.
Information and financial reporting systems
The Company
’s comprehensive planni
ng and financial reporting procedures include annual detailed
operational budgets which are reviewed and approved by the Board.
Performance against budget is
monitored throughout the year, through regular reporting of management accounts and key performance
indicators.
The Board receives updated cash flow statements on a quarterly basis and at each Board meeting
and has close follow-up discussions with the management between meetings as required.
Awilco Drilling PLC
Corporate governance (continued)
18
Internal controls and risk management (continued)
With a centralised financial reporting system, transactions and balances are recognised and measured in
accordance with prescribed accounting policies, and all relevant information is appropriately reviewed and
reconciled as part of the reporting process.
Investment appraisal
There are clearly defined evaluation and approval processes for acquisitions and disposals, capital items and
major expenditure.
These include escalating levels of authority and post-completion reviews of all major
projects to compare the actual outcome with the original plan.
Certain transactions are reserved for approval
by the Board and limits of delegated responsibility and areas of authority have been identified for employees.
External audit
The Audit Committee reports to the Board on matters discussed with the auditors during the course of the
statutory audit.
Takeovers
The Company has adopted guidelines in relation to takeover bids.
The guiding principles of the Board in a
take-over situation will be to seek the best value for and the equal treatment of all shareholders.
The Board
recognises that the decision whether to accept or reject an offer lies with the shareholders and will refrain
from any actions which may deny shareholders this choice.
The Board will seek to provide shareholders
with a recommendation as to whether shareholders should or should not accept an offer.
This includes
seeking external advice on valuation when appropriate.
Any transaction that is in effect a disposal of the
Company
’s activities
will be submitted to a General Meeting for its approval. As the Company is
incorporated in England and Wales and listed in Norway, any takeover bid for the Company would be
governed by aspects of both English law and Norwegian law and regulations in accordance with the EU
Takeover Directive.
Communication with shareholders
The Company is committed to maintaining the highest of standards of disclosure ensuring that all investors
and potential investors have the same access to high quality, relevant information in an accessible and timely
manner to assist them in making informed decisions.
The Investor Relations Department manages the flow
of information to all investors and potential investors and regular presentations take place at the time of the
quarterly results as well as during the rest of the year.
Any concerns raised by a shareholder in relation to the Company and its affairs are communicated to the
Board.
The Company maintains a website which provides up-to-date, detailed information on the Company
’s
operations, which includes a dedicated investor relations section.
All Company announcements are
available on the website, as are copies of slides used for presentations to investment analysts.
Shareholders will have the opportunity at the forthcoming AGM to put questions to the Board, including the
Chairmen of the various Committees.
Remuneration of the Board of Directors
The Company operates in a highly competitive market and must attract, motivate and retain high quality
directors capable of achieving the Company
’s objectives and thereby enhancing shareholder value.
The non-executive Board members receive annual remuneration,
based on the Board’s responsibilities,
expertise, time invested and the complexity of the business. Their remuneration is not linked to the
Company
’s performance.
The remuneration of the Board is disclosed in the
Director’s Rem
uneration Report on pages 20-33 of this
report.
None of the Board members have had any additional assignments for the Company and none of the
non-executives participate in any incentive or share option programme.
Awilco Drilling PLC
Corporate governance (continued)
19
Remuneration of executive personnel
The Remuneration Committee reviews and advises on proposals made by the CEO with regard to the
remuneration payable to executive personnel and presents them to the Board.
The remuneration payable to
executive personnel is determined on the basis of competence, experience and achieved results.
The Board decides the salary and other compensation for the CEO in a meeting.
The remuneration and
other compensation to the CEO and other executive employees are disclosed in the notes to the financial
statements.
Auditor
In line with standard practice for a UK company, the auditor is not present during the Board meeting that
deals with the annual accounts.
The auditor attends all meetings of the Audit Committee and presents to the Committee reviews of the
Company
’s accounting principles, risk areas, internal control procedures, including identified weaknesses
and proposals for improvement.
The auditor has a private meeting with the Audit Committee at the end of each of its meetings at which
neither the CEO nor any other member from the management team is present.
By order of the Board of Directors
Sigurd Thorvildsen
26 May 2023
Awilco Drilling PLC
20
Directors’ remuneration report
Information not subject to audit
Chairman of the Remuneration
Committee’s Annual Statement
Dear Shareholders,
I am pleased to present the directors
remuneration report for the financial year ended 31 December 2022,
prepared in accordance with the Schedule 8 to the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008.
This report explains the Company’s remuneration polic
y and provides details of the remuneration paid to
executive and non-executive directors for services to the Company during the year.
There have been no
significant changes to the remuneration policy this year.
In determining remuneration levels, the Committee has taken account of market conditions, the performance
of the Company, responsibility to shareholders and good corporate governance.
A resolution to approve the Directors remuneration report will be proposed at the AGM which is scheduled
to be held on 26 June 2023.
Sigurd Thorvildsen
Chairman, Remuneration Committee
26 May 2023
Awilco Drilling PLC
Directors’ remuneration report
(continued)
21
Introduction
The Company’s CEO is not an Executive Director of the Company but
under UK company law, there is a
requirement for quoted companies to treat the Chief Executive Officer, for the purposes of certain
remuneration-related requirements, as if that person were a director of that quoted company.
The current
CEO was appointed following a proposal from the Board of Directors after the resignation of the previous
CEO, acting on an interim basis. His services are provided to the Company under a management on hire
agreement from a related party. The rates are per the management on hire agreement, which is currently
NOK 2,839 per hour, and billing is based on an hours worked basis. This rate was not subject to review by
the renumeration committee or approval by shareholders.
The following remuneration report sets out the
policy in respect of the components of remuneration which any future CEO employed directly by the
company would receive.
Process for setting the Remuneration Policy
The Remuneration Committee (the “Committee”) sets the remuneration policy ba
sed on the principles and
framework outlined below.
The Committee is briefed on and considers prevailing market conditions, the
competitive environments and the positioning and relativities of pay and employment conditions across the
wider Company workforce.
Following each meeting of the Committee, the Chair provides an update to the Board.
Although the Committee does not consult directly with employees on CEO or director remuneration, during
its operational phase, the Company conducted periodic employee engagement surveys that gave employees
an opportunity to provide feedback on a wide range of employee matters.
As part of the Company’s commitment to good governance, the Committee also considers shareholder views
when setting the remuneration policy.
Feedback from shareholders and investors is shared with, and used
as input into decision-making by, the Board and Committee in respect of the remuneration policy and its
application.
The Committee considers that this approach provides a robust mechanism to ensure its
members are aware of matters raised, have a good understanding of current shareholders views, and can
determine the Company’s remuneration policy and make decisions as appropriate.
The remuneration policy is designed to avoid conflicts of interests between the Company and the interests
of shareholders.
In setting the remuneration policy, Committee members are subject to provisions designed
to avoid or manage conflicts of interest, which are documented
separately in the Company’s compliance
policies.
None of the directors or CEO makes a decision relating to their own remuneration.
Individual
directors leave the meeting when their own remuneration is being discussed.
Remuneration policy
The Company operates in a highly competitive market and must attract, motivate and retain high quality
directors and senior executives capable of achieving the Company
’s objectives and thereby enhancing
shareholder value.
A significant proportion of the potential remuneration of the CEO and senior executives is performance-
related with appropriately stretching targets, thus aligning their interests with those of shareholders and
encouraging performance at the highest levels.
The Committee has considered whether there are any aspects of the remuneration policy which could
inadvertently encourage the executives to take inappropriate risk and has concluded that the policy remains
appropriate in this regard.
How the views of employees are taken into account
As referred to above, the Company, in line with market practice, does not actively consult with employees
on executive remuneration.
The Committee is made aware of overall pay and employment conditions in
the wider work force when it sets the executive remuneration policy.
How the views of shareholders are taken into account
As referred to above, the Committee takes into account the view of the shareholders through open and
transparent communication with shareholders.
If there are significant changes proposed to the remuneration
policy, the Committee will consult with major shareholders.
Awilco Drilling PLC
Directors’ remuneration report
(continued)
22
Remuneration Policy Table – Executive Directors and CEO
The table below summarises the remuneration policy for any Executive Directors and any future CEO
employed directly by the Company.
Element
Purpose
Operation
Opportunity
Performance
Measure
Annual Salary
To attract and retain
key individuals and
reflect their
responsibilities,
market value and
expected performance
level
Reviewed annually or
when a change in
responsibility occurs
There is no
maximum salary
opportunity
Not applicable
Benefits
To provide a market
competitive reward
package to the
employee
Benefits to be provided
to Executive Directors
or the CEO will be
determined by the
Committee taking into
account such factors as
it determines to be
necessary, with the aim
of creating a competitive
overall package.
The
provision of benefits
would not be expected
to be performance
related.
Benefits may include,
but are not limited to:
Car allowance
Private health
care
Travel and
housing
allowance
Benefits may also be
provided to reflect the
jurisdiction in which an
Executive Director or
the CEO is recruited or
to which an Executive
Director or CEO is
relocated for business
reasons, including
relocation costs, tax
equalisation
arrangements and
arrangements to take
into account exchange
rates.
Benefits may also
include participation in
any broad-based
incentive plan operated
by the Company from
time to time, up to the
relevant limit for
participation as applies
to such arrangement
Car allowance is a
fixed annual
amount.
There is
no maximum for
health/dental
insurance as it will
depend on the value
of premiums paid
in the year
Not applicable
Awilco Drilling PLC
Directors’ remuneration report
(continued)
23
Element
Purpose
Operation
Opportunity
Performance
Measure
Performance-
related bonus
To provide an
incentive for superior
work and to motivate
executives toward
even higher
achievement and
business results, to tie
their goals and
interests to those of
the Company and its
shareholders and to
enable the Company
to attract and retain
highly qualified
executives
Bonus payments are
determined by the
Remuneration
Committee and awarded
where justified by
performance
The amount of
bonus increases
with the level of
performance
achieved, up to a
maximum of 100%
of salary
Annual bonuses
will be
determined by
reference to
performance, in
the normal
course
measured over
one financial
year.
The
performance
measures,
weightings and
targets for the
annual bonus
will be set by
the Committee
on an annual
basis
The Committee
shall have
discretion to
determine the
terms and level
at which annual
bonuses may be
granted,
including the
minimum
performance
required for an
annual bonus to
be payable
In respect of an
Executive
Directors' or
CEO's
participation in
annual bonus
arrangements in
any year, the
Committee will
have power to
amend
performance
measures and
targets after
they have been
set if events
happen that
mean they are
no longer a fair
test of
performance
Awilco Drilling PLC
Directors’ remuneration r
eport (continued)
24
Element
Purpose
Operation
Opportunity
Performance
Measure
Pension
To provide a market
competitive
long-term
retirement benefit
Eligibility to participate
in a Defined
Contribution scheme
which has a maximum
employer contribution of
12%
Up to 12% of salary
Not applicable
Long Term
Incentive Plan
(LTIP)
To motivate and
incentivise executives
to achieve key long-
term incentives
The Company has
operated a historic LTIP
arrangement for the
former CEO with all
awards being synthetic
share options which are
cash-settled
In the event that the
Company adopts a new
long-term incentive plan
(which may involve
synthetic share options,
cash or actual shares),
the CEO would be
eligible to participate in
such plan, subject to the
terms of, and the
maximum levels of
participation provided
in, the rules of such
plan.
In respect of any
performance-related
long-term awards
granted to the CEO,
performance measures,
weightings and targets
would be set by the
Committee
Following grant of an
award, the Committee
would have power to
amend performance
measures and targets if
events happen that mean
they are no longer a fair
test of performance
The 2020
plan “vests” in
25% tranches linked to
rig contract dates and
expires after five years.
Award of up to
100% of salary
each calendar year
The awards are
made at the
discretion of the
Board of
Directors and
are not
guaranteed to be
awarded each
year
Notes to the Remuneration Policy Table
In considering the appropriate measures to apply to any performance-based awards, the Committee will seek
to incentivise and reinforce delivery of the Company's strategic objectives achieving a balance between
delivering annual returns to shareholders and ensuring long-term profitability and growth.
The performance targets set would be stretching and achievable, taking into account the Company's strategic
priorities and the economic environment in which the Company operates.
Awilco Drilling PLC
Directors’ remuneration report
(continued)
25
Statement of consideration of employment conditions elsewhere in the Company
The Company’s remuneration policies an
d practices are founded on a high degree of alignment and
consistency across the organisation. Accordingly, remuneration for senior management is determined taking
into account the remuneration principles that would apply to a future CEO employed directly by the
Company, and similar principles also form the basis of the remuneration arrangements for the wider
workforce.
The approach to salary reviews is consistent across the Company, with consideration given to the scope of
the role, responsibility, individual performance and pay levels in the selected peer group. Retirement
benefits, typically in the form of a pension, are provided based on local market practice. Other benefits
provided to the wider employee population reflect local market practice and legislative requirements.
A high proportion of the wider employee population are eligible to participate in annual bonus arrangements.
Opportunities and metrics which apply to these arrangements may vary by organisational level with
functional performance indicators incorporated where appropriate.
Senior managers are eligible to participate in the LTIP, with opportunities varying across levels with the
most senior managers having a bigger portion of their pay delivered under the LTIP.
The key difference between remuneration for any future employed CEO and the wider employee population
is the increased emphasis on long-term performance in respect of the CEO, with a greater percentage of
their total remuneration being performance-related.
The Committee is regularly updated on the pay principles and practices in operation across the Company,
in order to take these into account in setting the remuneration policy.
Other matters
In addition to the above, the Company is obliged to honour any contractual entitlement to compensation or
benefits, and any incentive awards, which are held by: (i) any current or former Executive Director or CEO
on the effective date of this policy; or (ii) an employee or officer of the Group on the date they are promoted
to the role of Executive Director or CEO. Appropriate disclosure will be made of any compensation paid
(or similar) to an Executive Director or CEO pursuant to any such arrangements.
The Company may reimburse all reasonable expenses incurred by an Executive Director or CEO in
connection with their role. This will include expenses in attending Board or Board-committee meetings, or
the Company may alternatively provide a travel allowance for such purpose.
This may also include items
which, for tax purposes, are treated as a taxable benefit, and in which case the Company may also pay any
such tax on behalf of the Executive Director or CEO.
Approach to recruitment and promotions
In recruiting an Executive Director or CEO, including on promotion of an employee or officer from within
the Group to the role of CEO, the Committee will offer the recruit a remuneration package that it believes
is appropriate, taking into account the skills and experience of the individual and the need to recruit, retain
and motivate individuals of the appropriate calibre.
The remuneration package offered may include the
components of remuneration described above in the Remuneration Policy Table.
For external hires, the Committee may determine that it would be appropriate to buy-out any existing
incentive awards held by the individual that are forfeited as a result of the individual leaving their former
employer.
The Committee may also determine that it would be appropriate to grant recruitment-related
awards.
In the case of any buy-out of an equity based award, or the grant of any recruitment-related award,
the award would normally be subject to such vesting and/or performance conditions as the Committee
determines to be appropriate, either under a one-off arrangement or under t
he terms of the Company’s
incentive arrangements. In determining the terms of such awards, the Committee will take account of the
vesting schedule and conditions attached to the forfeited awards (in the case of buy-out awards), but also
other factors that it determines to be relevant, including the need to incentivise suitably and retain the
individual during the initial years of their office.
The maximum level of variable remuneration (excluding any buy-out awards) that may be granted to any
new Executive Director or CEO is 250% per annum of their salary.
Awilco Drilling PLC
Directors’ remuneration report
(continued)
26
Service contracts
The current interim CEO is supplied to the Company under the terms of a management on hire agreement.
Any future CEO employed directly by the Company would be subject to the details as explained below.
The employment contract of a future CEO would not be of a fixed duration and therefore would have no
unexpired terms.
The notice period of the CEO's contract of employment would be six months with the same notice period
for the Company. The CEO's employment could be terminated in the six-month probationary period without
notice in the case of wilful misconduct or gross negligence.
In the event of termination by the Company, where there is no basis for dismissal as a result of gross breach
of duty or other material breach of the employment contract by the CEO, or as a result of mutual agreement,
the CEO shall be entitled to twelve months' severance pay.
In the event of a change of control of the Company, the CEO can terminate the employment contract and
would be entitled to twelve months' severance pay.
The CEO's service contract would be
available for inspection at the Company’s registered office during
normal hours of business.
The non-executive directors do not have service contracts but instead have letters of appointment.
Loss of office payments
Contractual entitlements
A departing Executive Director’s or CEO's rights in respect of salary, retirement benefits and contractual
benefits will be determined in accordance with his service contract.
Incentive plans
The terms of a departing Executive Director’s or CEO's particip
ation in any annual bonus or long-term
incentive plans will be governed by the terms of such arrangements.
Corporate actions
The treatment of incentive awards in the event of a corporate action affecting the Company will be
determined in accordance with the terms of such awards.
The Company may agree to pay reasonable legal fees on behalf of an Executive Director or CEO in respect
of the effect of any corporate action on their personal position.
Other
The Company may enter into new contractual arrangements with a departing Executive Director or CEO in
connection with the cessation of office or employment, including (but not limited to) in respect of settlement
of claims, confidentiality, restrictive covenants and/or consultancy arrangements, where the Committee
determines it necessary or appropriate to do so. The Company may pay reasonable legal fees on behalf of
an Executive Director or CEO in connection with their cessation of office and employment. The Company
may agree to provide other ancillary or non-material benefits, payments or similar to a departing Executive
Director or CEO.
Awilco Drilling PLC
Directors’ remuneration report
(continued)
27
Reward Scenarios
The graph below shows how the total pay opportunities for any future CEO would vary under four
performance scenarios.
These have been prepared on the assumptions detailed below. The current interim
CEO is on a fixed rate in accordance with a management on hire agreement and as a result no performance
scenarios are applicable.
Below target = fixed pay only (base salary, benefits and pension)
On target = 50% payable of annual bonus, 0% LTIP award
Maximum = 100% payable of annual bonus, 100% LTIP award
Maximum 2 = 100% payable of annual bonus, 100% LTIP award and 50% share price increase over the
performance period
The chart illustrates the potential rewards available under the remuneration policy on an annualised basis
for the financial year 2022. The values (other than the Maximum 2 illustration) assume a constant share
price and do not take into account dividend adjustments that may be received on the share awards. The
potential awards available for "on-target" performance under the annual bonus and LTIP are provided for
illustration only and do not reflect formal policy decisions that these amounts will be received.
Maximum
2 illustration assumes a share price increase of 50% over the performance period but in all other respects is
the same as the Maximum illustration. The figures used in the chart are provided for illustration only based
on a theoretical grant over 100% of salary, being the maximum permitted under the policy table.
The salary level (on which the bonus and LTIP elements of the package are calculated) are based on the
previous salary level of GBP 325,000 based on the GBP/NOK year end exchange rate.
Awilco Drilling PLC
Directors’ remuneration report
(continued)
28
Remuneration policy table – non-executive directors
The remuneration policy for non-executive directors is set out in the table below.
No non-executive
directors participate in the Company’s incentive arrangements or pension plan.
Component
Purpose
Operation
Fees
The basic fee is a fixed annual fee agreed after
taking external advice and making market
comparisons, and relate to the service of the
directors in connection with the Company’s
business.
The additional fees payable to the
Chairman and members of the Board Committees
reflects the additional time commitment in
preparing and attending additional meetings.
The fees for non-executive
directors (including the
Chairman) are reviewed
annually and approved in
aggregate at the annual general
meeting.
The current level of
fees is detailed below.
New appointments
The same principles as described above will be applied in setting the remuneration of a new non-executive
director.
Remuneration will comprise fees only and be paid in accordance with the prevailing rate at the
time of the appointment.
No variable remuneration will be paid and there will be no compensation for any
loss of remuneration in a previous employment.
Letters of appointments
The Non-executive Directors
Letters of Appointment are available for inspection at the Company’s
registered office during normal hours of business.
Other matters
In addition to the above, the Company is entitled to honour any contractual entitlement to compensation or
benefits, and any incentive awards, which are held by any current or former Non-Executive Director on the
effective date of this policy.
Appropriate disclosure will be made of any compensation paid (or similar) to
a Non-Executive Director pursuant to any such arrangements.
The Company may reimburse all reasonable expenses incurred by a Non-Executive Director in connection
with their role. This will include expenses in attending Board or Board-committee meetings, or the Company
may alternatively provide a travel allowance for such purpose.
This may also include items which, for tax
purposes, are treated as a taxable benefit, and in which case the Company may also pay any such tax on
behalf of the Non-Executive Director.
Fees for non-executive directors
The current level of fees paid for 2021 and those proposed for 2022 are as follows:
2022
2021
GBP
GBP
Chairman
46,375
46,375
Basic Fee
33,125
33,125
Chair of Audit Committee
5,000
5,000
Member of Audit, Remuneration or Nomination Committee
3,000
3,000
Fees to be paid in respect of 2022 will be decided at the next AGM which is scheduled for 26 June 2023.
Retirement and re-election of directors
All directors were required, under the Articles of Association of the Company, to retire at the first AGM.
At each subsequent AGM, any directors who have been appointed by ordinary resolution or by the
directors since the last AGM or who were not appointed or reappointed at one of the preceding two AGMs
must retire from office and may offer themselves for reappointment by the members. After
recommendation by the Nomination Committee, all directors were re-appointed at the AGM on 9
th
June
2021 and will be due for re-appointment at the next AGM which is scheduled for 26 June 2023.
Awilco Drilling PLC
Directors’ remuneration report
(continued)
29
Audited information
Directors' remuneration
Single total figure of remuneration table
2022
Basic
Salary and
Fees
Benefits
(1)
Pension
related
benefits (2)
Total Fixed
Remuneration
Performance
Related bonus
Other (3)
Total Variable
Remuneration
GBP
GBP
GBP
GBP
GBP
GBP
GBP
Chief Executive
Officer:
E D Jacobs
(4)
213,225
-
-
213,225
-
-
-
213,225
-
-
213,225
-
-
-
Non-executive
Directors:
S E Thorvildsen
49,375
-
-
49,375
-
-
-
H Fougner
39,125
-
-
39,125
-
-
-
D A Gold
36,125
-
-
36,125
-
-
-
J N Simpson
38,125
-
-
38,125
-
-
-
S Syrrist
33,125
-
-
33,125
-
-
-
195,875
-
-
195,875
-
-
-
2021
Basic
Salary and
Fees
Benefits
(1)
Pension
related
benefits (2)
Total Fixed
Remuneration
Performance
Related bonus
Other (3)
Total Variable
Remuneration
GBP
GBP
GBP
GBP
GBP
GBP
GBP
Chief Executive
Officer:
J E O Berge
27,083
1,290
3,296
31,669
-
-
-
E D Jacobs
(4)
170,337
-
-
170,337
197,420
1,290
3,296
202,006
Non-executive
Directors:
S E Thorvildsen
49,375
-
-
49,375
-
-
-
H Fougner
39,125
-
-
39,125
-
-
-
D A Gold
36,125
-
-
36,125
-
-
-
J N Simpson
38,125
-
-
38,125
-
-
-
S Syrrist
33,125
-
-
33,125
-
-
-
195,875
-
-
195,875
(1)
Includes non-cash benefits comprising car allowance and private health and dental care
(2)
Contributions made during the year to the defined contribution scheme
(3)
Cash-settled value of synthetic share options exercised during the year
(4)
Interim CEO, not employed by Company but provided under a management on hire agreement
from a related party
Awilco Drilling PLC
Directors’ remuneration report
(continued)
30
Analysis of taxable benefits received
The Chief Executive Officer received the following taxable benefits:
2022
2021
GBP
GBP
J E O Berge
(1)
Car allowance
-
1,290
Total
-
1,290
(1)
Resigned 1 February 2021
Annual bonus 2022
For the year under review, there was no bonus awarded to the Chief Executive Officer.
Annual bonus 2023
The criteria for the 2023 bonus has yet to be finalised by the Remuneration Committee but it is considered
unlikely that a bonus for 2023 will be awarded.
Long Term Incentive Plan
A long term incentive plan for the CEO and other key management personnel, with a total limit of up to up
to 4,000,000 shares was approved at the general meeting on 11 November 2019.
The 2020 plan “vests” in
25% tranches.
The vesting dates for the plan are linked to the contract that was
signed with Keppel FELS shipyard in Singapore to build up to four new CS60 semi-submersible drilling
rigs, with each contract option being independent of each other.
Each 25
% tranche “vests” on the date
each
of the four the rig option contracts commence, and day rate revenue is earned.
In the event that the rig
building contract is terminated, as is the case for Rig 1 and Rig 2, the shares will lapse.
In the event that the
build option is not exercised, as is the case with Rig 3 and Rig 4, specific vesting dates in 2023 and 2024
are stipulated.
There are no directors who have any interests in shares.
Awilco Drilling PLC
Directors’ remuneration report
(continued)
31
Information not subject to audit:
Relative importance of the spend on pay
The graph below shows the relative importance of the spend on pay (for all employees) compared with the
returns distributed to shareholders (Note no dividends paid in 2021 or 2022).
Total shareholder return performance graph
The graph below shows the total shareholder return in terms of change in value of an initial investment of
£100 on 10 June 2011 (and assuming dividends are re-
invested) in a holding of the Company’s shares against
the corresponding total shareholder return in a hypothetical holding of shares in the OBX (an index on the
Oslo Bors stock exchange).
This was selected as it represents a broad equity market index in which the
Company is a constituent member. The graph is a reporting requirement, however, the LTIP awards that are
made to the Executive Director are not based on share performance.
Awilco Drilling PLC
Directors
’ remuneration report
(continued)
32
Chief Executive Officer (‘CEO’) remuneration
Five-year comparison
The table below summarises the Chief Executive Officer
(the Executive Director)’s
single total figure of
remuneration, annual and long-term variable performance-related remuneration (and the percentage of the
maximum opportunity that these represent) in relation to the past five years.
Year
Chief Executive
Officer
Single total figure
of remuneration
Annual variable element (actual
award versus opportunity)
GBP
GBP
%
2022
E Jacobs
(4)
213,255
-
-
2021
E Jacobs
(4)
170,337
-
-
2021
J E O Berge
(3)
557,625
-
-
2020
J E O Berge
380,341
-
-
2019
J E O Berge
(1)
417,591
162,500
50%
2019
J O S Bryce
(2)
719,207
-
0%
2018
J O S Bryce
383,030
82,800
31%
(1)
Appointed 1 May 2019
(2)
Resigned 18 March 2019
(3)
Resigned 1 February 2021
(4)
Interim CEO, not employed by Company but provided under a management on hire agreement from a
related party
Comparison of CEO remuneration to employee remuneration
2022
2021
Change
%
Employee
remuneration
change
GBP
GBP
Salary and fees
213,255
197,420
8%
(8)%
Termination payment
-
529,252
n/a
n/a
Taxable benefits
-
1,290
n/a
0%
Annual variable performance related
remuneration
-
-
0%
(38)%
Total Annual figure
213,255
727,962
Single total figure of remuneration
213,255
727,962
The above table shows the movement in remuneration for the Chief Executive Officer between the current
and previous financial year compared with movement of the average remuneration (per head) for all
Company employees.
Comparison of Directors remuneration to employee remuneration
2022
2021
2020
2019
2018
Change
%
Change
%
Change
%
Change
%
Change
%
S E Thorvildsen
0%
0%
0%
0%
0%
H Fougner
0%
0%
0%
0%
0%
D A Gold
0%
0%
0%
0%
0%
J N Simpson
0%
0%
0%
0%
0%
S Syrrist
0%
0%
0%
0%
0%
Employees
(10.3)%
1.5%
2%
(3.8)%
(1.5)%
The above table shows the movement in remuneration for the Directors for the past five years compared
with the average movement in remuneration (per head) for all Company employees.
Awilco Drilling PLC
Directors’ remuneration report
(continued)
33
Implementation of remuneration policy for following financial year
Base salaries
Any future
CEO’s base salary will continue to be reviewed annually by the
Remuneration Committee, based
on performance and current market conditions.
The Remuneration Committee will then make a
recommendation to the Board of Directors.
There is no change from the previous year.
Pension and benefits
The CEO would be eligible to participate in a defined contribution arrangement which the Company
contributes a maximum of 12% of base salary.
Additional benefits include private medical and dental
insurance and company car allowance.
Annual performance related remuneration
The maximum bonus opportunity for the CEO would remain unchanged at 100% of base salary. The bonus
opportunity will be set by the Committee with targets aligned with creating shareholder value.
Statement of shareholder voting
The table below sets out the voting by the Company
’s shareholders on the resolution to approve the
Directors’ remuneration report at the AGM held on
22 June 2022.
Total number of votes
% of votes cast
For
33,533,127
99.9%
Total votes cast
33,543,136
100.0%
The Remuneration Committee is pleased to note that 99.9% of shareholders approved the 2021 Directors
remuneration report.
By order of the Board of Directors
Sigurd Thorvildsen
26 May 2023
34
Independent auditors’ report
to the members of Awilco Drilling PLC
Opinion
In our opinion:
Awilco Drilling plc’s group financial statements and parent company financial statements (the
“financial statements”) give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 31 December 2022 and of the group’s loss f
or the year then ended;
the group financial statements have been properly prepared in accordance with UK adopted
international accounting standards;
the parent company financial statements have been properly prepared in accordance with UK
adopted international accounting standards as applied in accordance with section 408 of the
Companies Act; and
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
We have audited the financial statements of Awilco Dr
illing plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 31 December 2022 which comprise:
Group
Parent company
Group statement of financial position at 31 December 2022
Company statement of financial position as
at 31 December 2022
Group statement of comprehensive income for the year then
ended
Company statement of changes in equity for
the year then ended
Group statement of changes in equity for the year then ended
Company statement of cash flows for the
year then ended
Group statement of cash flows for the year then ended
Related notes 1 to 29 to the financial
statements including a summary of
significant accounting policies
Related notes 1 to 29 to the financial statements, including a
summary of significant accounting policies
The financial reporting framework that has been applied in their preparation is applicable law and UK
adopted International Accounting Standards and, as regards to the parent company financial statements, as
applied in accordance with section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the
group and parent company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independent auditors’ report
to the members of Awilco Drilling PLC
35
Emphasis of Matter - financial statements prepared on a basis other than going concern
We draw attention to Note 2 in the financial statements which explains the Company and Group are currently
no longer performing operational activities relating to rigs and therefore do not consider it to be appropriate
to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the
financial statements have been prepared on a basis other than going concern as described in Note 2.
Our
opinion is not modified in respect of this matter.
Overview of our audit approach
Audit scope
We performed an audit of the complete financial information of 4
components and audit procedures on specific balances for a further
component
The components where we performed full or specific audit procedures
accounted for 100% of Loss before tax, 100% of Revenue and 100% of
Total assets
Key audit
matters
Accounting for and disclosure of amounts relating to the two arbitration
processes
Materiality
Overall group materiality of $190k which represents 0.75% of Operating
Costs.
An overview of the scope of the parent company and group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality
determine our audit scope for each company within the Group.
Taken together, this enables us to form an
opinion on the consolidated financial statements. We take into account size, risk profile, the organisation of
the group and effectiveness of group-wide controls, changes in the business environment and other factors
when assessing the level of work to be performed at each company.
In assessing the risk of material misstatement to the Group financial statements, and to ensure we had
adequate quantitative coverage of significant accounts in the financial statements, of the 5 reporting
components of the Group, we selected 5 components covering entities within Singapore and the United
Kingdom, which represent the principal business units within the Group.
Of the 5 components selected, we performed an audit of the complete financial information of 4 components
(“full scope components”) which were selected based on their size or risk characteristics. For the remaining
component (“specific scope component”), we performed audit procedures on specific accounts within that
component that we considered had the potential for the greatest impact on the significant accounts in the
financial statements either because of the size of these accounts or their risk profile.
The reporting components where we performed audit procedures accounted for 100% (2021: 100%) of the
Group’s Loss before tax,100% (2021: 100%) of the Group’s Revenue and 100% (2021: 94%) of the Group’s
Total assets.
For the current year, the full scope components contributed 100% (2021: 100%) of the Group’s Loss before
tax, 100% (2021: 100%) of the Group’s Revenue and 100% (2021:
100%) of the Group’s Total assets
.
Independent auditors’ report
to the members of Awilco Drilling PLC
36
Tailoring the scope (continued)
The specific scope component contributed 0% (2021: 2%) of the Group’s Loss before tax, 0% (2021: 0%)
of the Group’s Revenue and 9% (2021: 1%) of the Group’s Total assets.
The audit scope of these
components may not have included testing of all significant accounts of the component but will have
contributed to the coverage of significant accounts tested for the Group.
All audit testing was conducted
by the Primary audit team.
Changes from the prior year
We have classified five entities as full scope and one as specific scope in the current year, compared to four
entities as full scope and two as specific scope in the prior year. This is as a result of reduced materiality for
the group.
Involvement with component teams
All audit work performed for the purposes of the audit was undertaken by the Group audit team.
Climate change
Stakeholders are increasingly interested in how climate change will impact Awilco Drilling plc. The Group
has determined it does not expect material future impacts from climate change on their operations. This is
explained on page 10
in the Directors Report. These disclosures form part of the “Other information,” rather
than the audited financial statements. Our procedures on these unaudited disclosures therefore consisted
solely of considering whether they are materially inconsistent with the financial statements, or our
knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with
our re
sponsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s
business and any consequential material impact on its financial statements.
As explained in the Basis of Preparation in note 2, management have considered the impact of climate
change on its operations when preparing the financial statements and concluded that it does not have a
material impact on the financial statements as at 31 December 2022. Our audit effort in considering the
impact of climate change on the financial statements was focused on evaluating management’s assessment
of the impact of climate risk, physical and transition risks, and ensuring that the effects of climate risks
disclosed on page 10 have been appropriately reflected by management in reaching areas of judgement in
the financial statements. As part of this evaluation, we performed our own risk assessment to determine the
risks of material misstatement in the financial statements from climate change which needed to be
considered in our audit.
We also challenged the directors’ considerations of climate change risks in their assessment of going concern
and associated disclosures. Where considerations of climate change were relevant to our assessment of going
concern, these are described above.
Based on our work we have not identified the impact of climate change on the financial statements to be a
key audit matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) that we identified. These matters included those which
had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Independent auditors’ report
to the members of Awilco Drilling PLC
37
Risk
Our response to the risk
Key observations
communicated to the Audit
Committee
Accounting for and disclosure of
balances relating to the two
arbitration processes.
Refer to
the Accounting policies (page
50); and Note 24 of the
Consolidated Financial
Statements (page 64)
In 2020 two construction
contracts for new build rigs
were cancelled between the
subsidiary companies, Awilco
Rig 1 Pte Ltd and Awilco Rig 2
Pte Ltd and Keppel Fels Limited
(Keppel).
Two arbitration
processes were initiated. Claims
were received from Keppel Fels
Limited for liabilities relating to
the cancellation of the contracts,
whilst Awilco Rig 1 Pte Ltd and
Awilco Rig 2 Pte Ltd, counter
claimed for recovery of deposits
and variation order payments.
Under IAS 37 (“Provisions,
Contingent Liabilities and
Contingent Assets”) the Group
is required to assess whether the
probability of an outflow of
resources is more likely than not
to occur.
Similarly, they also
need to assess whether there is
the possibility of an inflow of
economic benefits to the group.
Judgement is required to assess
whether the matter satisfies the
recognition criteria for a
provision or receivable or
whether the amounts should
continue to be disclosed as a
contingent liabilities
and
contingent assets.
We obtained an update from
management and in-house legal
counsel regarding the current year
developments of the two
arbitration cases.
We wrote to and held discussions
with the legal advisors to
understand the status and
arbitration rulings of the two
arbitration cases, as part of our
confirmation of the amounts
disclosed in the financial
statements.
We engaged our internal legal
specialists to help in our
assessment of the status of the
arbitration cases and the financial
impact on the group.
We updated the audit evidence
from previous financial periods.
As part of our subsequent events
testing, we considered the impact
of the Arbitration ruling on the
Awilco Rig 1 PTE Ltd case issued
on 21 April 2023 and deemed this
to be an adjusting post balance
sheet event in accordance with
IAS 10.
We audited the accounting entries
recorded for the liabilities
recognised relating to the
settlement awarded to Keppel and
management’s estimate of the
legal costs arising in accordance
with IAS 37.
We assessed the completeness
and accuracy of the Group’s
accounting entries and disclosures
relating to this matter in Note 7
and 22 to the Group financial
statements.
All procedures were conducted
by the Primary audit team.
We concluded that amounts
recorded and disclosed in the
financial statements are
adequate and appropriate.
Independent auditors’ report
to the members of Awilco Drilling PLC
38
Key Audit Matters (continued)
In the current year the Key Audit Matter relates to the accounting for and disclosure of amounts relating to
the two arbitration processes, whereas in the prior year it related to the impairment of rigs, which were
fully impaired in the prior year.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of
identified misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users of the financial statements. Materiality provides a
basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be $190k (2021: $330k), which is 0.75% (2021: 0.75%) of
Operating expenses.
We believe that operating expenses provides us with the most appropriate basis
considering the activities of the group.
We determined materiality for the Parent Company to be $900k (2021: $2.1 million), which is 3% (2021:
5%) of Operating Expenses (2021: Equity).
The change from the prior year is because of the lack of rig
operations in the current year, resulting in a lower value.
During the course of our audit, we reassessed initial materiality and increased it due to the increase in
Operating Costs.
Performance materiality
The application of materiality at the individual account or balance level.
It is set at an amount to reduce to
an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements
exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control
environment, our judgement was that performance materiality was 75% (2021: 75%) of our planning
materiality, namely $140k (2021: $240k).
We have set performance materiality at this percentage due to
the history of past misstatements and lack thereof, our ability to assess the likelihood of misstatements and
the effectiveness of the internal control environment.
Audit work at component locations for the purpose of obtaining audit coverage over significant financial
statement accounts is undertaken based on a percentage of total performance materiality. The performance
materiality set for each component is based on the relative scale and risk of the component to the Group as
a whole and our assessment of the risk of misstatement at that component.
In the current year, the range of
performance materiality allocated to components was $63k to $140k (2021: $72k to $249k).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in
excess of $9k (2021: $17k), which is set at 5% of planning materiality, as well as differences below that
threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed
above and in light of other relevant qualitative considerations in forming our opinion.
Independent auditors’ report
to the members of Awilco Drilling PLC
39
Other information
The other information comprises the information included in the annual report set out on pages 2-11, other
than the financial statements and our auditor’s report thereon.
The directors are responsible for the other
information contained within annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit
or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
the strategic report and directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or
the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
the parent company financial statements and the part of the directors’ remuneration report to be
audited are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration
specified by law are not made; or
we have not received all the information and explanations we require for our audit
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page
10, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and
fair view, and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
Independent auditors’ report
to the members of Awilco Drilling PLC
40
Responsisbilities of directors (continued)
In preparing the financial statements, the directors are responsible for assessing the group and parent
company’s ability to continu
e as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the group or
the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk
of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged
with governance of the company and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the
group and determined that the most significant are those that relate to the reporting framework
(IFRS and the Companies Act 2006).
In addition, we concluded that there are certain significant
laws and regulations that may have an effect on the determination of the amounts and disclosures
in the financial statements and those laws and regulations relating to health and safety, employee
matters, environmental, and bribery and corruption practices;
We understood how Awilco Drilling plc is complying with those frameworks by making enquiries
of management and those responsible for legal and compliance procedures. We corroborated our
enquiries through our review of Board minutes, papers provided to the Audit Committee and
correspondence received from regulatory bodies and noted that there was no contradictory
evidence;
We assessed the susceptibility of the group’s financial statements to material misstatement,
including how fraud might occur by considering the risk of fraud through management override
and, in response, we carried out procedures such as testing of transactions back to source
information, which were designed to provide reasonable assurance that the financial statements
were free from fraud or error; and
Based on this understanding we designed our audit procedures to identify non-compliance with
such laws and regulations. Our procedures involved journal entry testing, with a focus on journals
meeting our defined risk criteria based on our understanding of the business.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities.
This description
forms part of our auditor’s
report.
Independent auditors’ report
to the members of Awilco Drilling PLC
41
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose.
To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
company and the company’s members as a body, for our audit work, for this report, or for the opinions we
have formed.
Kevin Weston (Senior Statutory Auditor)
For and on behalf of Ernst & Young LLP (Statutory Auditor)
Aberdeen
26 May 2023
Notes:
1.
The maintenance and integrity of the Awilco Drilling PLC web site is the responsibility of the
directors; the work carried out by the auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes that may have occurred to the
financial statements since they were initially presented on the web site.
2.
Legislation in the United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
 
Awilco Drilling PLC
42
Group statement of comprehensive income
for the year ended 31 December 2022
2022
2021
Notes
US$000
US$000
Revenue
5
-
33,077
Cost of sales
(5,363)
(33,986)
Impairment
16, 17, 23
(205)
(48,120)
Gain on sale of drilling rigs
3,188
-
Gross Loss
(2,380)
(49,029)
General and administrative expenses
(20,153)
(12,235)
Other expense
7
(122,568)
(4)
Operating Loss
6
(145,101)
(61,268)
Finance income
10
53
-
Finance expense
11
(168)
(1,441)
Net loss on foreign exchange transactions
12
(119)
(254)
Loss before taxation
(145,335)
(62,963)
Income tax expense
13
(21)
(9,266)
Loss for the year attributable to equity shareholders
(145,356)
(72,229)
There is no comprehensive income other than the results for the year.
Restated
Basic and diluted loss per share (US$ per share)
*
14
(228.2)
(132.3)
Total comprehensive income for the year is attributable to the owners of the Company, as there is no
minority interest.
* A reverse share split has been undertaken during the year, and a result the weighted average number of shares for the
purposes of determining EPS has been retrospectively restated. See Note 14.
 
 
Awilco Drilling PLC
43
Group statement of financial position
as at 31 December 2022
2022
2021
Notes
US$000
US$000
Non-current assets
Property, plant and equipment
16
-
15,764
Right-of-use asset
23
-
-
-
15,764
Current assets
Inventory
-
115
Trade and other receivables
19
2,635
662
Cash and cash equivalents
20
8,880
9,685
11,515
10,462
Total assets
11,515
26,226
Current liabilities
Trade and other payables
21
118,372
4,550
Provisions
22
9,278
1,100
Loans
1,500
-
Current tax payable
9,174
9,251
138,324
14,901
Non-current liabilities
Trade and other payables
21
146
426
146
426
Total liabilities
138,470
15,327
Net (Liabilities)Assets
(126,955)
10,899
Shareholders’
Equity
Called up share capital
25
3,581
525
Share premium account
25
222,827
218,381
Retained deficit
(353,363)
(208,007)
Total Shareholders’
equity
(126,955)
10,899
Signed on behalf of the Board of Directors
Sigurd Thorvildsen
Director
26 May 2023
 
Awilco Drilling PLC
44
Company statement of financial position
as at 31 December 2022
2022
2021
Notes
US$000
US$000
Non-current assets
Property, plant and equipment
16
-
419
Right of use assets
23
-
-
Investment in subsidiaries
18
-
75
Amount due from subsidiary undertakings
26
-
15,245
-
15,739
Current assets
Trade and other receivables
19
2,635
2,305
Cash and cash equivalents
20
8,539
9,346
11,174
11,651
Total assets
11,174
27,390
Current liabilities
Trade and other payables
21
1,380
2,435
Loans
1,500
-
2,880
2,435
Non-current liabilities
Trade and other payables
21
146
426
Total liabilities
3,026
2,861
Net assets
8,148
24,529
Shareholders’
Equity
Called up share capital
25
3,581
525
Share premium account
25
222,827
218,381
Retained deficit
(218,260)
(194,377)
Total Shareholders’
equity
8,148
24,529
The loss recorded by the Company for the year was US$ 23.9 million (2021: US$ 83.7 million loss).
Signed on behalf of the Board of Directors
Sigurd Thorvildsen
Director
26 May 2023
 
Awilco Drilling PLC
45
Group statement of changes in equity
for the year ended 31 December 2022
Called Up
Share
Capital
Share
Premium
account
Retained
Earnings/(deficit)
Total
shareholders
equity
US$000
US$000
US$000
US$000
At 1 January 2021
525
218,381
(135,778)
83,128
Total comprehensive loss for the year
-
-
(72,229)
(72,229)
At 31 December 2021
525
218,381
(208,007)
10,899
Equity issue as at 22 December 2022
3,056
4,796
-
7,852
Equity issue costs as at 22 December 2022
-
(350)
-
(350)
Total comprehensive loss for the year
-
-
(145,356)
(145,356)
At 31 December 2022
3,581
222,827
(353,363)
(126,955)
 
Awilco Drilling PLC
46
Company statement of changes in equity
for the year ended 31 December 2022
Called Up
Share
capital
Share
Premium
account
Retained
Earnings/(deficit)
Total
shareholders
equity
US$000
US$000
US$000
US$000
At 1 January 2021
525
218,381
(110,669)
108,237
Total comprehensive loss for the year
-
-
(83,708)
(83,708)
At 31 December 2021
525
218,381
(194,377)
24,529
Equity issue as at 22 December 2022
3,056
4,796
-
7,852
Equity issue costs as at 22 December 2022
-
(350)
-
(350)
Total comprehensive loss for the year
-
-
(23,883)
(23,883)
At 31 December 2022
3,581
222,827
(218,260)
8,148
 
Awilco Drilling PLC
47
Group statement of cash flows
for the year ended 31 December 2022
2022
2021
Notes
US$000
US$000
Operating activities
Loss before taxation
(145,336)
(62,963)
Adjustments to reconcile loss before tax to net cash flows:
Depreciation of fixed assets and right of use assets
16, 23
419
6,241
Impairment of fixed assets and right of use assets
16, 23
205
48,120
Inventory write off
-
3,026
Net finance expense
115
1,441
Share-based payment
-
(114)
Gain on sale of property, plant and equipment
(3,188)
-
Working capital adjustments:
Decrease in trade receivables
34
3,486
Decrease / (increase) in inventory
115
(115)
(Increase) / (decrease) in prepayments and other receivables
(2,006)
2,249
Increase/(decrease) in trade and other payables
122,098
(3,605)
Interest paid
11
(168)
(53)
Interest received
10
53
-
Taxation paid
(98)
(65)
Net cash flows used in operating activities
(27,757)
(2,352)
Investing activities
Purchase of property, plant and equipment
16
(205)
(2,229)
Proceeds from disposal of property, plant and equipment
18,533
-
Net cash flow from/(used in) investing activities
18,328
(2,229)
Financing activities
Proceeds from issue of share capital
7,852
-
Equity issue costs
(350)
-
Issue of loans
1,500
-
Payment of principal portion of lease liabilities
23
(244)
(472)
Net cash flows generated from/(used in) financing
activities
8,758
(472)
Net decrease in cash and cash equivalents
(671)
(5,053)
Net foreign exchange difference
(134)
-
Cash and cash equivalents at beginning of year
9,685
14,738
Cash and cash equivalents at end of year
20
8,880
9,685
 
Awilco Drilling PLC
48
Company statement of cash flows
for the year ended 31 December 2022
2022
2021
Notes
US$000
US$000
Operating activities
Loss before taxation
(23,884)
(83,692)
Adjustments to reconcile loss before tax to net cash flows:
Depreciation of fixed assets and right of use assets
16, 23
419
390
Impairment of fixed assets and investments
18, 23
75
979
Net finance income
(6,686)
(1,907)
Share based payment
-
(114)
Working capital adjustments:
Decrease / (Increase) in prepayments
6,440
(25)
Decrease in trade and subsidiary receivables
26
15,278
80,968
(Decrease) in trade and other payables
(1,089)
(833)
Interest paid
(168)
(41)
Interest received
50
-
Net cash flows used in operating activities
(9,565)
(4,275)
Financing activities
Proceeds from issue of share capital
7,852
-
Equity issue costs
(350)
-
Issue of loans
1,500
-
Payment of principal portion of lease liabilities
23
(244)
(340)
Net cash flows generated from/(used in) financing activities
8,758
(340)
Net decrease in cash and cash equivalents
(807)
(4,615)
Cash and cash equivalents at beginning of year
9,346
13,961
Cash and cash equivalents at end of year
20
8,539
9,346
Awilco Drilling PLC
49
Notes to the financial statements
At 31 December 2022
1.
General information
The Group and Company financial statements of Awilco Drilling PLC for the year ended
31 December 2022 were authorised for issue by the Board of Directors on 26 May 2023. The Company is
a public company limited by shares, incorporated in the United Kingdom (England and Wales) under the
Companies Act 2006 and listed on the Euronext Growth
Oslo stock exchange. The Company’s registered
number is 7114196 and the address of the registered office is given on page 1.
The principal place of the
business is 2 Kingshill Park, Westhill, Aberdeenshire, AB32 6FL. The nature of the G
roup’s operations and
its principal activities are set out in the Strategic report.
2.
Basis of preparation
Statement of compliance
The Group and Company financial statements are prepared in accordance with UK-adopted International
Accounting Standards (UK-adopted IAS) as applied in accordance with section 408 of the Companies Act
2006.
No IFRS reconciliation table has been provided, as would typically be required under the Euronext
Growth Markets rule book as there are no reconciling items between IFRS and UK Adopted IAS for the
Group.
Basis other than going concern
It is the responsibility of the directors to prepare the financial statements on a going concern basis unless it
is inappropriate to presume the Group will continue in business.
The Group is no longer performing
operational activities relating to rigs.
Accordingly, they adopt the basis other than going concern in
preparing these financial statements. There have been no departures from IFRS, and no adjustments to
carrying values as a result of the basis of preparation have been made. The Group is raising the necessary
funds from shareholders to fund the ongoing arbitration process.
During May 2023, the Group successfully
signed a further short-term shareholder loan with Awilhelmsen Offshore AS.
The loan is for a total of USD
four million, structured as a draw-down facility.
Management intend to raise further funding by way of a private placement expected to be carried out during
Q2 2023, followed up with the subsequent repair offerings. The funds will be used to support the ongoing
arbitration process.
Basis of consolidation
The Group financial statements incorporate the financial statements of the Company and entities controlled
by the Company. Under IFRS 10, control exists where the investor has: (a) power over the investee; (b)
exposure, or rights, to variable returns from its involvement with the investee; and (c) the ability to use its
power over the investee to affect the amount of the investor’s returns.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company,
using consistent accounting policies and prepared on a historical cost basis.
The Group has elected to take
the exemption under section 408 of the Companies Act 2006 not to present the Company income statement.
The loss recorded by the Company for the year was US$ 23.9 million (2021: US$ 83.7 million loss).
Measurement and disclosure of climate-related matters
In preparing the financial statements, management have considered the impact of the physical and transition
risks of climate change as set out on page 10, but have concluded that it does not have a material impact on
the recognition and measurement of the assets and liabilities in these financial statements as at 31 December
2022.
3.
Significant accounting judgements, estimates and assumptions
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance
sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of the assets
and liabilities within the next financial year, are discussed below.
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
50
3.
Significant accounting judgements, estimates and assumptions (continued)
Legal Proceedings
The subsidiary companies are involved in legal arbitration proceedings.
The subsidiary company has
recognised a provision for cost reimbursement due to a legal obligation as a result of a past event that exists
at the balance sheet date, it is probable that an outflow of economic resources will be required to settle the
obligation, and a reasonable estimate can be made of the amount of the obligation, even although the timing
or amount of the liability is uncertain.
The final amount of any cost reimbursement may be materially different to management’s estimate
.
Similarly, the subsidiary company would recognise an asset for any settlement or cost reimbursement in
relation to legal proceedings due to them if it is virtually certain that the income will be received.
F
ollowing the arbitration tribunal’s ruling which awarded in favour of Keppel FELS, a provision has been
made in the subsidiary company based on an estimate of the expected legal costs.
This is considered as a
liability of the subsidiary and not the parent company.
Where an outflow of economic resources is not probable or an inflow of economic resources is not virtually
certain, the subsidiary company will disclose a contingent liability or continent asset, respectively.
Contingent Liabilities
As detailed in Note 24, there is one item that is considered as a contingent liability.
This is in connection
with a claim that has been submitted by Keppel FELS shipyard in respect of amounts it considers recoverable
due to termination provisions in the contract for Nordic Spring.
The Group has applied judgement in
evaluating it as contingent liability only and no provision has been made.
4.
Accounting policies
New standards and interpretations
There were various standards effective for annual periods beginning on or after 1 January 2022
Reference to the Conceptual Framework
Amendments to IFRS 3
Property, Plant and Equipment: Proceeds before Intended Use
Amendments to IAS 16
Onerous Contracts
Costs of Fulfilling a Contract
Amendments to IAS 37
IFRS 1 First-time Adoption of International Financial Reporting Standards
Subsidiary as a first-
time adopter
IFRS 9 Financial Instruments
Fees in the ’10 per cent’ test for derecognition of financial
liabilities
IAS 41 Agriculture
Taxation in fair value measurements
However, none had any impact on these financial statements.
The Group has not early adopted any other
standard, interpretation or amendment that has been issued but is not yet effective.
New standards and interpretations - not yet adopted
The following standards and amendments and interpretations to existing standards have been published and
are mandatory for the
Group’s accounting period beginning on or after 1 January 20
23 or later periods, but
the Group has not early adopted them:
IFRS 17 Insurance contracts
Classification of Liabilities as Current or Non-current
Amendments to IAS 1
Definition of accounting estimates - Amendments to IAS 8
Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2
Deferred Tax related to Assets and Liabilities arising from a Single Transaction
Amendments to
IAS 12
Lease Liability in a Sale and Leaseback
Amendments to IFRS 16
It is not anticipated that the application of these standards and amendments will have any material impact
on the Group’s financial statements
.
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
51
4. Accounting policies (continued)
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at bank.
Property, plant and equipment
Rigs and equipment are stated at cost less depreciation and impairment losses. The cost of an asset comprises
its purchase price and directly attributable cost of bringing the asset to its working condition. When it can
be clearly demonstrated that subsequent expenditures have resulted in an increase in future economic
benefits expected to be obtained from the use of the assets beyond their originally assessed standard of
performance, the expenditure is capitalised as an additional cost of the asset.
A component of an asset with a cost that is significant in relation to the total cost of the asset is depreciated
separately. Components with a similar depreciation method and useful life are grouped together.
Depreciation is calculated using the straight-line method for each asset, after taking into account the
estimated residual value, over its expected useful lives as follows:
Semi-submersible drilling rigs
20 years
Special purpose surveys
5 years
Other fixtures and equipment
3-5 years
Useful lives and residual values are reviewed annually and where adjustments are required, these are made
prospectively. An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the
derecognition of the asset is included in the statement of comprehensive income in the period of
derecognition.
Inventories
Inventories of drilling equipment and spares for future integrated drilling service wells are stated at the lower
of cost incurred and net realisable value. These inventory items include spare parts and supplies relating to
the operation of the semi-submersible drilling rigs.
Revenue recognition
Revenue derived from charter-hire contracts or other service contracts is recognised in the period that
services are rendered at rates established in the relevant contracts. Certain contracts include mobilisation
fees payable at the start of the contract. In cases where the fee covers a general upgrade of a rig or equipment
which increases the value of the rig or equipment beyond the contract period, the fee is recognised as revenue
over the firm contract period whereas the investment is depreciated over the remaining lifetime of the asset.
In cases where the fee covers specific upgrades or equipment specific to the contract, the mobilisation fees
are recognised as revenue over the firm contract period.
Cost of sales
Cost of sales includes rig operating costs and the depreciation cost for the two rigs.
Taxation
Current income tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the balance
sheet date.
Income tax is charged or credited directly to equity if it relates to items that are credited or charged to equity.
Otherwise income tax is recognised in the statement of comprehensive income.
Deferred income tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
52
4.
Accounting policies (continued)
Taxation (continued)
Deferred tax liabilities are recognised for all taxable temporary differences, except:
When the deferred tax liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss
In respect of taxable temporary differences associated with investments in subsidiaries, associates
and interests in joint arrangements, when the timing of the reversal of the temporary differences
can be controlled and it is probable that the temporary differences will not reverse in the
foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax
credits and any unused tax losses.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, and the carry forward of unused tax credits and unused tax
losses can be utilised, except:
When the deferred tax asset relating to the deductible temporary differences arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or loss
In respect of deductible temporary differences associated with investments in subsidiaries,
associates and interests in joint arrangements, deferred tax assets are recognised only to the extent
that it is probable that the temporary differences will reverse in the foreseeable future and taxable
profit will be available against which the temporary differences can be utilised
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that
it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax
asset to be utilised.
Unrecognised deferred tax assets are re-assessed at each reporting date and are
recognised to the extent that it has become probable that future taxable profits will allow the deferred tax
asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the G
roup’s entities are measured using United States
Dollars (US$) “the functional currency”. The
Group financial statements are presented in US$, which is the
Company’s functional currency and presentation currency
and all values are rounded to the nearest thousand
dollars (US$000) except when otherwise indicated.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at period end exchange rates of monetary assets and liabilities
denominated in foreign currency are recognised in the statement of comprehensive income. The principal
foreign currencies used by the Group are Pounds Sterling (£ or GBP
), Euro (€) and Norwegian Kroner
(NOK).
Earnings/(loss) per share
Basic earnings/(loss) per share amounts are calculated by dividing net profit for the period attributable to
ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding
during the year.
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
53
4. Accounting policies (continued)
Earnings/(loss) per share (continued)
Diluted earnings/(loss) per share amounts are calculated by dividing the net profit by the weighted average
number of ordinary shares outstanding during the period plus the weighted average number of ordinary
shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
Leases
The Group applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets.
The Group has taken the recognition exemption in respect of short-term
leases and leases of low value assets, and instead recognises the expense associated with such leases in the
income statement on a straight-line basis.
For all other leases, the Group recognises lease liabilities representing lease payments and right-of-use assets
representing the right to use the underlying assets.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease and are measured at cost,
less any accumulated depreciation and impairment losses, adjusted for any re-measurement of lease
liabilities.
The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct
cost incurred, and lease payments made at or before the commencement date less any incentives received.
Right of use assets are depreciated on a straight-line basis over the remaining lease term.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities at the present value of lease
payments to be made over the lease term, using the interest rate implicit to the lease, and if not readily
determinable, at the incremental borrowing rate.
The lease liabilities are included in trade and other payables in Note 21.
Financial assets
Financial assets are recognised when the Group becomes party to the contracts that give rise to them and
are classified as financial assets at fair value through profit or loss, amortised cost, or fair value through
other comprehensive income as appropriate. When financial assets are recognised initially, they are
measured at fair value, being the transaction price plus, in the case of financial asset not at fair value through
profit or loss, directly attributable transaction costs.
Impairment of financial assets
Further disclosures relating to impairment of financial assets are also provided in Note 19.
The Group recognises an allowance for expected credit loss (ECL) for all debt instruments not held at fair
value through profit or loss.
ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate.
The expected cash flows will include cash flows from
the sale of collateral held or other credit enhancements that are integral to the contractual terms.
For financial assets other than trade receivables and contract assets, ECLs are recognised in two stages. For
credit exposures for which there has not been a significant increase in credit risk since initial recognition,
ECLs are provided for credit losses that result from default events that are possible within the next 12-
months (a 12-month ECL). For those credit exposures for which there has been a significant increase in
credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining
life of the exposure, irrespective of the timing o
f the default (a lifetime ECL).”
Trade and other receivables
Trade receivables and amounts due from subsidiary undertakings, which generally have 60-day terms, are
recognised and subsequently carried at the original invoiced value net of expected credit loss.
Where the
time value of money is material, receivables are carried at amortised cost.
During the current and prior
years, these balances have been immaterial.
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
54
4. Accounting policies (continued)
Trade and other payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. Where an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and the recognition of a new liability, and
the difference in the respective carrying amounts is recognised in the statement of comprehensive income.
Share-based payment
The cost of cash-settled transactions is measured initially at fair value at the grant date using a Black-Scholes
model, further details are given in Note 26.
This fair value is expensed over the period until the vesting date
with recognition of a corresponding liability.
The liability is remeasured to fair value at each reporting date
up to and including the settlement date, with changes in fair value recognised in statement of comprehensive
income for the period.
Pension
The pension plan in place is a defined contribution plan.
Pension contributions are charged to the statement
of comprehensive income as an expense in the period to which the contributions relate.
Once the
contributions have been paid, there are no further payment obligations.
Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received, and
all attached conditions will be complied with.
When the grant relates to an expense item, it is recognised as
a deduction in reporting of the related expense, on a systematic basis over the periods that the related costs
for which it is intended to compensate are expensed.
5. Revenue
Revenue represents the invoiced amount of services provided after the deduction of rebates and retrospective
discounts. All items are stated net of value added tax.
The Group only had one segment
providing drilling services in the UK. As a result, no further segmental
information has been provided.
Information about major customers
There was no revenue arising during the year from the provision of drilling services (2021: US$ 25 million
and US$ 8 million from two major customers).
6. Operating loss
This is stated after charging
2022
2021
US$000
US$000
Depreciation (Note 16, 23)
419
6,241
Legal and other arbitration costs
included in G&A expense
15,069
5,544
Inventory recognised as an expense during the year
-
255
Write off of inventory
-
3,026
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
55
7. Other expense
As noted in the Strategic report, during April 2023, Awilco Rig 1 Pte Ltd received
the arbitration tribunal’s
ruling was awarded in favour of Keppel FELS.
This is considered an adjusting post balance sheet event
therefore the below costs have been recognised.
The arbitration panel is still to determine the final amounts
for the interest and legal fees.
2022
2021
US$000
US$000
Tribunal award
98,522
-
Interest on award
14,768
-
Provision for legal fees (Note 22)
9,278
-
122,568
-
8.
Auditors’
remuneration
The Group paid the following amounts to its auditors in respect of the audit of the financial statements and
for other services provided to the Group.
2022
2021
US$000
US$000
Audit of the financial statements
246
246
Local statutory audits of subsidiaries
19
23
Tax services - compliance
34
27
299
296
9.
Staff costs
2022
2022
2021
2021
Group
US$000
Company
US$000
Group
US$000
Company
US$000
Wages and salaries
5,001
2,314
14,608
2,555
Directors Fees
216
216
277
277
Pension costs
181
86
649
120
Social security costs
640
346
1,877
457
Long term incentive plan
-
-
(19)
(19)
6,038
2,962
17,393
3,391
The Company makes contributions to a defined contribution scheme for all eligible employees up to a
maximum of 9% of salary. Contributions are charged to the income statement as incurred.
The average monthly number of employees during the year was made up as follows:
2022
2021
No.
No.
Onshore, including management (Company)
14
22
Offshore
24
96
38
118
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
56
10. Finance income
2022
2021
US$000
US$000
Bank interest
53
-
11. Finance expense
2022
2021
US$000
US$000
Interest on lease liabilities
124
53
Interest on loans
44
-
Interest on taxation
-
1,388
168
1,441
12. Net (loss)/gain on foreign exchange transactions
2022
2021
US$000
US$000
Gain on foreign exchange transactions
21
14
(Loss) on foreign exchange transactions
(140)
(268)
Net (loss) on foreign exchange transactions
(119)
(254)
13.
Income tax
Income tax on profit on ordinary activities
2022
2021
US$000
US$000
Foreign tax on the loss for the year
21
98
Total current income tax
21
98
Amounts under provided in previous years
-
9,152
Tax credit available to the UK
-
-
Total current income tax
21
9,250
Deferred income tax:
Origination and reversal of temporary differences
-
16
Impact of changes in tax rates
-
-
Total deferred income tax
-
16
Income tax charge in the Group statement of comprehensive income
21
9,266
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
57
13. Income tax (continued)
Reconciliation of the total income tax charge
2022
2021
US$000
US$000
Loss from continuing operations
(145,336)
(62,963)
Tax calculated at UK standard rate of corporation tax of 19% (2021:19%)
(27,614)
(11,963)
Expenses not deductible/(income not taxable) for tax purposes
(27)
112
Effect of (lower)/higher taxes on overseas earnings
21
98
Unrecognised deferred tax asset
28,247
11,867
Tax (over)/under provided in previous years
-
9,152
Disposal of assets
(606)
-
Income tax charge in the Group statement of comprehensive income
21
9,266
The income tax expense above is computed at loss before taxation multiplied by the effective rate of
corporation tax in the UK of 19% (2021: 19%).
The corporate tax measures announced in the March 2021 Budget set out that corporation tax will increase
from 19% to 25% from April 2023.
Deferred income tax
The deferred income tax included in the statement of financial position is as follows:
2022
2021
US$000
US$000
Deferred tax asset
As at 1 January
-
16
Share-based payment
-
(16)
As at 31 December
-
-
Unrecognised deductible temporary differences
The Group has total tax losses of US$ 241.1 million which arose in the UK (2021: US$ 82.1 million) that
are available for offset against future deductible profits that are not part of the bareboat charter ring-fence
arrangements.
Following the disposal of the rigs during the year, there are no longer deductible temporary
differences relating to fixed assets (2021: US$ 59.4 million) or unutilised capital allowances. (2021: US$
40.6 million).
Deferred tax assets have not been recognised in respect of these losses due to the uncertainty
of future profits being at this level.
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
58
14. Loss per share
The following reflects the income and share data used in the basic and diluted loss per share computations:
2022
2021
US$000
US$000
Loss for the year attributable to equity share holders
(145,356)
(72,229)
Restated
2022
2021
No.000
No.000
Weighted average number of ordinary shares for basic and diluted earnings
per share
637
546
Total earnings and weighted average number of shares outstanding during the year are the same as for diluted
earnings per share.
On 20 December 2022, a 100 : 1 reverse share split was performed (see also Note 24)
which resulted in the prior year weighted average number of ordinary shares being retrospectively restated.
15. Government grants
2022
2021
US$000
US$000
At 1 January
-
-
Received during the year
-
14
Released to the statement of profit or loss
-
(14)
At 31 December
-
-
The above Government grants received were in respect of the UK Coronavirus Job Retention Scheme.
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
59
16. Property, plant and equipment
Group
Semi-
submersible
drilling rigs
Assets under
construction
Special
purpose
surveys
Other
fixtures and
equipment
Total
US$000
US$000
US$000
US$000
US$000
Cost:
At 1 January 2021
337,652
111,280
16,159
2,017
467,108
Adjustment
247
-
(247)
-
-
Additions
722
-
1,507
-
2,229
At 31 December 2021
338,621
111,280
17,419
2,017
469,337
Additions
-
-
205
-
205
Disposals
(338,621)
-
(17,419)
-
(356,040)
At 31 December 2022
-
111,280
205
2,017
113,502
Depreciation and impairment:
At 1 January 2021
(272,897)
(111,280)
(14,603)
(1,528)
(400,308)
Adjustment
(578)
578
-
Provided
(4,295)
-
(1,555)
(70)
(5,920)
Impairment
(45,507)
-
(1,839)
-
(47,346)
At 31 December 2021
(323,277)
(111,280)
(17,419)
(1,598)
(453,574)
Provided
-
-
-
(419)
(419)
Impairment
-
-
(205)
-
(205)
Disposals
323,277
-
17,419
-
340,696
At 31 December 2022
-
(111,280)
(205)
(2,017)
(113,502)
Net book value:
At 31 December 2022
-
-
-
-
-
At 31 December 2021
15,345
-
-
419
15,764
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
60
16. Property, plant and equipment (continued)
Company
Other
fixtures and
equipment
US$000
Cost:
At 1 January 2021
2,017
Additions
-
Disposals
-
At 31 December 2021
2,017
Additions
-
Disposals
-
At 31 December 2022
2,017
Depreciation:
At 1 January 2021
(1528)
Provided
(70)
At 31 December 2021
(1,598)
Provided
(419)
At 31 December 2022
(2,017)
Net book value:
At 31 December 2022
-
At 31 December 2021
419
17. Impairment
The Group considered annually whether there were indicators of impairment of its property, plant and
equipment, and at the prior year-end identified that there were indicators the WilPhoenix rig was impaired.
In particular it was noted that there was no secured work for the rig, additional costs were expected to be
needed to maintain the rig and the Group was contemplating disposing of the asset. As such, it was necessary
to estimate the recoverable amount. Recoverable amount was assessed based on the rig’s fair value less cost
of disposal.
Post year end, a sale of the rig was agreed, and therefore the agreed sale price was used as the basis for
determining the fair value less cost of disposal of the rig.
As a result, the Group recognised US$ 47.3 million
as an impairment loss relating to the WilPhoenix rig in the prior year.
During the current year, an impairment of US$ 0.2 million was recognised.
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
61
18. Investments
Company
Company
2022
2021
US$000
US$000
Company shares in subsidiary undertakings
At 1 January
75
279
Impairment of investment in WilHunter (UK) Limited
-
(100)
Impairment of investment in Awilco Drilling Offshore (UK) Limited
-
(100)
Impairment of investment in Awilco Drilling Norge AS
-
(4)
Impairment of investment in Awilco Drilling Pte Ltd
(75)
-
At 31 December
-
75
Details of the holdings are as follows, all 100% shareholdings:
Country of
Incorporation
Registered Address
Name
Awilco Drilling Offshore (UK) Limited
United Kingdom
Suite 1, 7
th
Floor, 50
Broadway, London
WilHunter (UK) Limited
in liquidation
United Kingdom
Suite 1, 7
th
Floor, 50
Broadway, London
Awilco Drilling Pte. Ltd.
Singapore
8 Wilkie Road, Singapore
Awilco Rig 1 Pte. Ltd.
Singapore
8 Wilkie Road, Singapore
Awilco Rig 2 Pte. Ltd.
Singapore
8 Wilkie Road, Singapore
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
62
19. Trade and other receivables
Group
Company
Group
Company
2022
2022
2021
2021
US$000
US$000
US$000
US$000
Trade receivables
3
3
37
37
Prepayments and other receivables
(1)
2,598
2,598
542
236
Accrued interest
-
-
-
1,949
VAT receivable
34
34
83
83
2,635
2,635
662
2,305
(1)
Included in the balance sheet at 31 December 2022 is a guarantee of GBP 2 million provided to SEPA in
connection with the WilHunter rig recycling process.
This was subsequently settled post year end.
As at 31 December 2022 and 2021, all trade receivables in the Group and Company are neither past due nor
impaired.
20. Cash and cash equivalents
Group
Company
Group
Company
2022
2022
2021
2021
US$000
US$000
US$000
US$000
Cash at bank
8,880
8,539
9,685
9,346
Cash at bank earns interest at floating rates based on daily bank deposit rates. The Company has no restricted
cash.
(2021: nil)
21. Trade and other payables
Group
Company
Group
Company
2022
2022
2021
2021
US$000
US$000
US$000
US$000
Trade and other payables:
Lease Liabilities
495
495
315
315
Trade payables
1,156
391
885
763
Accruals and other liabilities
(1)
115,305
640
3,350
1,357
116,956
1,526
4,550
2,435
Non-current:
Lease Liabilities
146
146
424
424
Other liabilities
-
-
2
2
Total
146
146
426
426
(1)
Includes US$ 113.3 million in connection with the arbitration tribunal ruling in favour of Keppel FELS
(see Note 7)
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
63
22. Provisions
Redundancy
Tribunal
Award
Total
US$000
US$000
US$000
At 1 January 2022
1,100
-
1,100
Utilised
(1,100)
9,278
8,178
At 31 December 2022
-
9,278
9,278
The redundancy provision was in relation to Offshore personnel, which was subsequently settled during the
year.
The tribunal award is in relation to the expected costs award in connection with the tribunal ruling in
favour of Keppel FELS (Note 7). The final decision on the amount of the award for legal costs is still to be
received from the arbitration panel.
23. Leases
The Group has a lease contract in place for the office building at 2 Kingshill Park, Westhill, Aberdeenshire,
AB32 6FL. In the prior year, the remaining right of use asset for the office building in Westhill was fully
impaired.
Set out below is the carrying amount of the right-of-use assets recognised and the movements
during the period:
Office Building
Office Building
Group
Company
Group
Company
2022
2022
2021
2021
US$000
US$000
US$000
US$000
As at 1 January
-
-
1,096
1,096
Depreciation Expense
-
-
(321)
(321)
Impairment
-
-
(775)
(775)
As at 31 December
-
-
-
-
Set out below are the carrying amounts of lease liabilities (included under trade and other payables) and
the movements during the period:
2022
2022
2021
2021
Group
Company
Group
Company
US$000
US$000
US$000
US$000
As at 1 January
739
739
1,633
1,066
Accretion of interest
124
124
53
41
Payments
(368)
(368)
(505)
(368)
Remeasurement
-
-
(442)
-
As at 31 December
495
495
739
739
Current
349
349
315
315
Non-current
146
146
424
424
The maturity analysis of lease liabilities is disclosed in Note 26.
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
64
23. Leases (continued)
The following are the amounts recognised in profit or loss:
2022
2022
2021
2021
Group
Company
Group
Company
US$000
US$000
US$000
US$000
Depreciation expense of right-of-use assets
-
-
321
321
Interest expense on lease liabilities
124
124
53
41
Expense relating to leases of low-value assets (included in
administrative expenses)
5
5
3
3
Total amount recognised in profit or loss
129
129
377
365
The Group has total cash outflows for leases of US$ 0.1 million (2021: US$ 0.5 million).
24. Commitments and contingencies
Capital commitments
There were nil capital commitments at 31 December 2022 (2021: US$ 0.9 million).
2022
2021
US$000
US$000
Amounts due within one year
-
873
Contingent Liabilities
In December 2020, Awilco Rig 2 Pte Ltd received notice from the shipyard purporting to terminate the
contract for Nordic Spring.
A notice of arbitration was also received.
The Company notified the shipyard
that it exercised its contractual right of termination as a result of breaches under the contract.
It also
exercised its contractual right and issued the shipyard a notice of termination as a result of Force Majeure.
It is recognised that Keppel FELS has submitted a claim in respect of amounts it considers recoverable due
to termination provisions in the contract for Nordic Spring. Statement of claims have been received from
Keppel FELS in the amount of Singapore Dollars 356.18 million (US$ 268.9 million) for Awilco Rig 2 Pte.
Ltd. but this claim is strongly denied.
Due to the non-recourse nature of the contract, this is considered as
a contingent liability only of the subsidiary and not the parent company.
No provision has been made.
It is
expected that the final arbitration outcome for Awilco Rig 2 Pte Ltd, including any appeal process, will be
no earlier than Q3 2023.
Contingent Asset
Following the termination of Nordic Spring, the subsidiary company, Awilco Rig 2 Pte. Ltd. has entered
arbitration with Keppel FELS in respect of deposit and variation order payments.
A total amount of USD
43.0 million plus interest is considered to be recoverable and is therefore disclosed as a contingent asset.
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
65
25. Share capital
Group and Company
2022
2021
Authorised
No.000
No.000
Ordinary shares of £0.65 each (2021 :
£0.0065)
4,469
54,582
On 20 December 2022, a 100 : 1 reverse share split was performed
Group and Company
Allotted called up and fully paid
2022
No.000
2022
US$000
2021
No.000
2021
US$000
At 1 January
54,582
525
54,582
525
Share consolidation
(54,036)
-
-
-
Equity issue
3,923
3,056
-
-
At 31 December
4,469
3,581
54,582
525
Group and Company
2022
Share
premium
account
2021
Share
premium
account
US$000
US$000
At 1 January
218,381
218,381
Equity issue
4,446
-
At 31 December
222,827
218,381
26. Related party transactions
During the year the Group entered into transactions, in the ordinary course of business, with Awilhelmsen
Offshore AS, which is a major shareholder through its subsidiaries.
Transactions entered into and trading balances outstanding at 31 December 2022 with Awilhelmsen AS
and its subsidiaries are as follows:
2022
2021
US$000
US$000
Purchase of management services
914
918
Interest
72
-
Amounts owed to Awilhelmsen AS and its subsidiaries
(261)
(264)
The Group and Company entered into a loan arrangement of US$ 1.5 million with major shareholders in
connection with which commitment fees and interest amounting to US$96,000 (including US$24,000 to
QVT) were incurred and paid during 2022 (2021: nil).
Sales and purchases between related parties are made at normal market prices. Outstanding balances are
unsecured, interest-free and cash settlement terms vary between 30 and 90 days. The Company has not
provided or benefitted from any guarantees for any related party receivables or payables. Included in the
purchase of management services are the amounts in respect of the interim CEO.
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
66
26. Related party transactions (continued)
Directors and other key management personnel
The remuneration of directors and other key management personnel of the Group is as follows
2022
2021
US$000
US$000
Short-term employee benefits
1,336
1,437
Share-based payments
-
(112)
Termination benefits
298
529
Other long-term benefits
60
82
Included in the short-term employee benefits a
re director’s emoluments
of GBP 195,000 (2021: GBP
195,000). Five directors received remuneration in respect of their services to the Company during the year
(2021: five). The highest paid director was Sigurd Thorvildsen -
please refer to the Directors’ remuneration
report on page 29 for further details.
Company
The Company entered into the following transactions and had the following balances with its wholly
owned subsidiaries
2022
2021
US$000
US$000
Transactions:
Amounts invoiced to Awilco Drilling Offshore (UK) Limited in respect of
services provided to the company
11,782
32,804
Amounts invoiced on behalf of Awilco Drilling Offshore (UK) Limited
(20,025)
(36,384)
Invoiced to Awilco Drilling Pte. Ltd.
541
127
Transfer of funds to Awilco Drilling Pte. Ltd.
604
299
Amounts invoiced to Awilco Rig 1 Pte. Ltd. in respect of services provided
to the company
21,138
-
Amounts invoiced to Awilco Rig 2 Pte. Ltd. in respect of services provided
to the company
5,391
-
Amounts invoiced to Awilco Drilling Norge AS in respect of services
provided to the company
18
3,431
Settlement of balance due from Awilco Drilling Norge AS
(13,412)
-
Taxation paid on behalf of subsidiaries
98
68
Transfer of share capital funds due to WilHunter (UK) Limited
100
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
67
26. Related party transactions (continued)
2022
2021
Balances:
US$000
US$000
Amounts receivable from Awilco Drilling Offshore (UK) Limited
78,431
86,674
Amounts payable to WilHunter (UK) Limited
-
(100)
Amounts receivable from Awilco Drilling Pte. Ltd.
7,716
6,473
Amounts receivable from Awilco Rig 1 Pte. Ltd.
78,481
57,343
Amounts receivable from Awilco Rig 2 Pte. Ltd.
49,689
44,298
Amounts receivable from Awilco Drilling Norge AS
-
13,394
214,317
208,082
Allowance for expected credit loss
(214,317)
(192,837)
-
15,245
The balances receivable from the subsidiary companies are considered long term.
There are long term loan
agreements in place with Awilco Drilling Pte. Ltd, Awilco Rig 1 Pte. Ltd. and Awilco Rig 2 Pte. Ltd.
Set out below is the movement in the allowance for expected credit losses of intercompany receivables:
2022
2021
US$000
US$000
As at 1 January
(192,837)
(115,010)
Provision for expected credit loss
(21,480)
(71,199)
As at 31 December
(214,317)
(192,837)
Expected credit loss is due to making a full provision for amounts due from Awilco Drilling Offshore (UK)
Limited, Awilco Drilling Pte. Ltd, Awilco Rig 1 Pte. Ltd. and Awilco Rig 2 Pte. Ltd.
Entity with significant influence over the Group
Awilhelmsen Offshore AS, owns 50.5% of the ordinary shares in Awilco Drilling PLC.
27. Capital management, financial risk management objectives and policies
The G
roup’s and the
Company
’s principal financial liabilities comprise trade and other payables. The main
purpose of these financial
liabilities is to finance the Group’s operations. The
Group has trade and other
receivables, and cash and cash equivalents that are derived directly from its operations.
Management has
assessed the fair values of the financial instruments are approximates to their carrying values.
The Group and the Company are exposed to market risk, credit risk and liquidity risk.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk comprises foreign currency risk. Financial instruments affected by
market risk are trade and other payables.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes
in foreign exchange rates. The Group’s and
Company
’s exposure to the risk of changes
in foreign exchange rates relates primarily to
the Group’s and
Company
’s activities (when expenses are
denominated in a different currency from the Company
’s functional currency).
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
68
27. Capital management, financial risk management objectives and policies
(continued)
Foreign currency risk (continued)
At the balance sheet date, the Group held GBP 0.7 million in trade and other payables (2021: GBP 0.9
million).
A 5% strengthening or weakening of US$ to GBP would have an effect of US$ 0.1 million on the
Group 2021 result (2021: US$0.1 million). The Group has no other material currency exposures.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. During its operational phase, the Group was exposed to credit
risk from its operating activities (primarily for trade receivables). The Company has credit risk due to its
trade and other receivables from subsidiary undertakings and from external clients.
Management would assess the credit rating of new and existing clients and determine if any action was
required to secure the financial security in respect of work performed.
Liquidity risk
The G
roup’s objective is to maintain sufficient liquidity in order to support the
needs of the business and
meet the repayments of the debt and commitments as they fall due. In order to achieve this, the Group also
has the prospect of issuing new equity or entering into new borrowing arrangements.
The table below summarises the maturity profile of the G
roup’s financial liabilities based on contractual
undiscounted payments.
Group
Less than
3 months
3 to 12
months
1-5
years
Total
Trade and other payables
6,231
113,291
2
119,524
Lease liabilities
-
368
153
521
31 December 2022
6,231
113,659
155
120,045
Trade and other payables
5,335
-
2
5,337
Lease liabilities
-
368
522
890
31 December 2021
5,335
368
524
6,227
The table below summarises the maturity profile of the
Company’s
financial liabilities based on contractual
undiscounted payments.
Company
Less than
3 months
3 to 12
months
1-5
years
Total
Trade and other payables
2,530
-
2
2,532
Lease liabilities
-
368
153
521
31 December 2022
2,530
368
155
3,053
Trade and other payables
2,120
-
2
2,122
Lease liabilities
-
368
522
890
31 December 2021
2,120
368
524
3,012
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
69
27.
Capital management, financial risk management objectives and policies
(continued)
Capital management
Capital includes called up share capital, share premium and retained earnings / (deficit).
As the Company is currently no longer performing operational activities relating to rigs, there will be no
dividends distributed arising from operational activity.
The Company
’s capital is monitored at a Group level. The G
roup monitors capital using a gearing ratio,
which is net debt divided by total
shareholders’ funds
plus net debt. The Group includes within net debt,
bonds and loans less cash and cash equivalents.
Group
Group
2022
2021
US$000
US$000
Cash and cash equivalents (note 19)
8,880
9,685
Net debt / (funds)
7,380
9,685
Capital
(126,955)
10,899
Capital less net debt
(134,335)
(1,214)
Gearing ratio
n/a
n/a
28. Share-based payments
Long Term Incentive Plan
A long term incentive plan for key management personnel, with a total limit of up to 4,000,000 shares was
approved at the general meeting on 11 November 2019.
The
2020 plan “vests” in 25% tranches
.
The vesting dates for the plan are linked to the contract that was
signed with Keppel FELS shipyard in Singapore to build up to four semi-submersible drilling rigs with each
contract option being independent of each othe
r.
Each 25% tranche “vests” on the date each of the four rig
option contract commence, and day rate revenue is earned.
In the event that the rig building contract is
terminated, as is the case for Rig 1 and Rig 2, the shares will lapse.
In the event that the build option is not
exercised, as is the case for Rig 3 and Rig 4 specific vesting dates in 2023 and 2024 are stipulated.
The awards are options and, following the share consolidation during December 2022, they have a revised
strike price of NOK 3,000 (2021 : NOK 30).
As the shares were consolidated on a basis of 1:100, this resulted in an adjustment to the strike price in
accordance with the plan documentation.
As a result of this increase, there has been no movement in the
provision during the year, based on the current trading price of the shares.
All share options and share awards are synthetic based and are cash settled.
The estimated fair value of the granted share options and awards are reached on the basis of the “Black
-
Scholes option pricing model”.
The model is applied utilising a risk
-free discount rate and also taking into
account the terms and conditions upon which the options and awards are granted as well as the performance
conditions that are required to be satisfied before vesting.
The weighted average remaining contractual life
at 31 December 2022 is 1.24 years.
There was no movement in the Group total share option and award
during the year (2021: US$ 0.1 million credit).
The carrying amount of the liability relating to the cash-
settled options at 31 December 2022 is unchanged at US$ 2k (2021: US$2k ).
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
70
28. Share-based payments (continued)
The following table list the inputs to the model used for the annual revaluation of the 2020 Plan (share
prices are in NOK).
Group and Company
2022
2021
2020 Plan
2020 Plan
Exercise price
3,000.0
30.0
Year-end Share price
1.16
3.20
Expected life
1.24 years
0.56 years
Volatility
0.00
0.18
Risk free interest rate
3.13%
0.34%
Model used
Black Scholes
The following table illustrates the number and weighted average exercise prices (WAEP) of, and
movements in, share options and awards during the year.
Group and Company
2022
2022
2021
2021
No.
WAEP (NOK)
No.
WAEP (NOK)
Outstanding as at 1 January
475,000
30.0
1,247,284
25.86
Granted during the year
-
-
-
-
Exercised during the year
-
-
(172,284)
-
Forfeited during the year
(100,00)
30.0
(600,000)
30.0
Adjusted during the year
-
-
-
-
Outstanding at 31 December
375,000
3,000.0
475,000
30.0
Exercisable at 31 December
-
-
-
-
The table below summaries the carrying amount of the liability at 31 December 2021 and 2022
Group and Company
Less than 3
months
3 to 12 months
1
5 years
Total
US$000
US$000
US$000
US$000
Share options / awards
-
-
2
2
Awilco Drilling PLC
Notes to the financial statements
At 31 December 2022
71
29. Subsequent events
During January, following successful recycling of the WilHunter rig in Turkey, the counter security of GBP
2 million that was held in escrow in connection with the SEPA guarantee was returned in full.
Also, during January, the short-term shareholder loan and associated interest was repaid in full.
During February, a sublet opportunity was identified for the top floor of the Westhill office.
The Company
signed a revised lease with the landlord for the remaining bottom floor area of the office.
D
uring April, the subsidiary company, Awilco Rig 1 Pte Ltd received the arbitration tribunal’s ruling which
awarded in favour of Keppel FELS.
This is considered as an adjusting post balance sheet event and the
financial statements have been amended accordingly.
During May, the Company signed a further short-term shareholder loan with Awilhelmsen Offshore AS.
The loan is for a total of up to USD four million, structured as a draw-down facility, with interest rate of 10
percent per annum on the aggregated outstanding principal amount. In addition, there is an arrangement fee
of 2 percent on the total amount. Maturity date for the loan is 30 June 2023. The loan shall be used to support
the ongoing arbitration process.
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