PETROMENA ASA - PRELIMINARY RESULT AS PER HALF YEAR 2009
Legal Status On 3 April 2009, Norsk Tillitsmann (NT), on behalf of the bondholders, declared the bonds on PetroRig I, II and III to be in default. The bonds were secured through the shares in the PetroMENA ASA’s (“PetroMENA” or the “Company”) subsidiaries PetroRig I Pte Ltd, PetroRig II Pte Ltd and PetroRig III Pte Ltd as well as the rig construction contracts. The contract operated by SS “Petrolia” was put up as additional collateral for the FRN bond on PetroRig III, and NT has taken actions in the UK towards the manager LOG Ltd, to secure the revenue stream from the contract. Subsequently the Boards of PetroRig I Pte Ltd, PetroRig II Pte Ltd and PetroRig III Pte Ltd were replaced 10 April 2009, by NT with people appointed by NT. On 17 May 2009 NT also filed for Chapter 11 protection under New York Bankruptcy court for PetroRig I Pte Ltd, PetroRig II Pte Ltd and PetroRig III Pte Ltd, which were accepted by the court even without any particular connection for the companies to the US. PetroRig I was sold, by Jurong shipyard, for approximately USD million 460 in the end of June 2009 and USD million 205 was transferred to the bankruptcy administrators. The settlement from the sale is still pending in the Bankruptcy court in New York. For PetroRig II and III there are still motions for dismissal of the cases pending in New York. All three cases are still pending with the Bankruptcy Court. PetroMENA has not received copies of the relevant contracts from the sale from Jurong to Diamond yet. Both Jurong and other parties have been contacted to obtain these contracts. PetroMENA is separately working to find good and lasting solutions for the Rigs. Restructuring plans have been forwarded to NT. PetroMENA is also considering legal actions against the parties involved. Suspension of trading on Oslo Stock Exchange On May 28 2009 the company's shares were suspended from the exchange until further notice. The decision was made in light of the current situation and development of PetroMENA and its subsidiaries, and in particular PetroMENAs capacity to comply with the Continuing obligations (Section 3 - Continuing duty of disclosure). The Exchange will continue to review the situation and will inform the market accordingly if the status changes. Although PetroMENA is no longer in control of the Singapore subsidiaries, it will report Q2 numbers based on best available information (best estimate). The subsidiaries are however not consolidated in, but are presented as investment in subsidiaries in the consolidated statement of financial position. Financial Information (All figures in USD million) Highlights Norsk Tillitsmann (NT) have without informing PetroMENA enforced their share pledge in PetroRig I Pte Ltd, II and III all registered in Singapore and appointed new majority board members. NT through the representatives in Petrorig Pte Ltd I, II and III failed to take delivery of SS Petrorig I from Jurong Shipyard on the 28 April 2009. On April 28, Jurong terminated the construction contract for PetroRig I, and they have subsequently nominated a rig broker to auction the rig off to the highest bidder. The process was finalised in the end of June 2009. According to definitions of control in IAS 27 PetroMENA considers that control over the subsidiaries PetroRig I Pte Ltd, PetroRig II Pte Ltd and PetroRig III Pte Ltd has been lost without a change in absolute or relative ownership levels. The date when control is considered lost is set to be April 1, 2009 in the accounts. Hence the subsidiaries PetroRig I Pte Ltd, PetroRig II Pte Ltd and PetroRig III Pte Ltd are not consolidated in the second quarter 2009. PetroMENA’s investment in the subsidiaries PetroRig I Pte Ltd, PetroRig II Pte Ltd and PetroRig III Pte Ltd are therefore presented as investment in subsidiaries in the consolidated statement of financial position. Assets and liabilities in subsidiaries are derecognised as from April 1, 2009. Investments in subsidiaries are valued in the balance sheet to estimated future proceeds from realisation of assets in the subsidiaries. The difference between the estimated proceeds from the disposal of the subsidiaries and its carrying amount as of April 1, 2009 are recognised in the consolidated income statement as gain on the disposal of the subsidiaries. Profit and loss First half year 2009 PetroMENA’s revenues in the first half year 2009 was USD million 105.3 compared to USD million 38.2 in first half year 2008. Revenues in the first half year relates to gain from derecognising of assets and liabilities in subsidiaries PetroRig I Pte Ltd, PetroRig II Pte Ltd and PetroRig III Pte Ltd with USD million 59.1 in addition to revenue from SS Petrolia’s contract with Pemex with USD million 46.2. SS Petrolia performed well under the contract with Pemex during the first half year. Operating profit before depreciation was USD million 60.6 in the first half year 2009 compared to USD million 13.6 in the first half year 2008. During first half year 2009 the contribution from SS Petrolia to operating profit before depreciation was approximately USD 21.8 million. SS Petrolia is expected to perform in line with first half year performance going forward. PetroMENA’s operating expenses were USD million 44.7 and include operating expenses for SS Petrolia with USD million 22.7 and rig expenses related to PetroRig I, II and III with USD million 13.4. Other expenses of USD million 8.7 include payment for management services under the contracts with LOG and various other administrative expenses. Depreciation, USD million 7.6 in the first half year 2009 relates to the 2nd generation semi-submersible drilling unit. Depreciation in the first half year 2008 was 6.1, depreciation started 3rd of February 2008. Net financial expenses in the first half year 2009 are USD million 102.6. Net financial expenses includes accruals for redemption price of USD million 30.9 related to full redemption of the 9.75 % bond loan and partial redemption of the 10.85 % bond loan, in addition to this USD million 5.9 of fee on the bond loans are expensed in the first half year 2009. Net financial expenses also includes unrealized disagio as of 30 June 2009 on PetroMENA ASA’s bond loan nominated in NOK of USD million 27.3, unrealized disagio as of 31 March 2009 on PetroRig III Pte Ltd’s bond loan nominated in NOK of USD million 10.9, interest expenses in the first half year 2009 of USD million 14.3 related to the bond loan issued to finance the acquisition of SS Petrolia and interest expenses in the first half year 2009 of USD million 7.6 related to the bond loan issued to finance the construction of PetroRig I and II. Interest income and expenses related to the bonds issued to fund construction of the rigs are capitalized under the construction contract in the group balance sheet per 31 March 2009. This amount is included in gain from derecognising of assets and liabilities in subsidiaries included in operating revenues in first half year 2009. The net, after-tax result for the first half year 2009 was USD million -49.6 compared to USD million -33.3 in first half year 2008. Enclosure : Preliminary result as per 2nd quarter - 1st half year 2009. For further information, please contact : Mr. Lars Moldestad, phone +47 906 99 197. Bergen/Oslo, 26 August 2009 Board of Directors