oil
PROSPECTUS
2015
energy
2016
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
2017
2018
invest in growth
Underwriter:
gold
2019
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
oil
energy
gold
Table of Contents
LOAN CONDITIONS
4
CHAPTER 1 | SUMMARY
1.1INTRODUCTION
1.2 INVESTMENT PROGRAM AND FINANCING Plan Period 2008-2012
Plan Periods 2013-2015 and 2016-2020
1.3Prospectus
Trade-in Option for and Registration by Current Bondholders
Other Subscriptions
5
5
9
9
10
13
13
13
CHAPTER 2 | EMISSION
2.1 PURPOSE OF THE EMISSION
2.2 TERMS AND CONDITIONS
15
CHAPTER 3 | FINANCIAL INFORMATION
3.1HISTORY
3.2PROJECTIONS
24
CHAPTER 4 | RISK FACTORS
29
CHAPTER 5 | IMPORTANT INFORMATION (DISCLAIMER)
31
CHAPTER 6 | CERTIFICATE OF CONFORMITY
32
CHAPTER 7 | INDEPENDENT AUDITOR’S REPORT 34
CHAPTER 8 | OTHER RELEVANT INFORMATION
36
APPENDICES
1
Organization Structure Staatsolie
2
Summary Articles of Incorporation
3Figures
15
21
24
24
37
38
40
5
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
LOAN CONDITIONS
1.
Issuing company: Staatsolie Maatschappij Suriname N.V.
2.
Currency: USD
3.
Minimum Nominal Value: USD 55,000,000 (fifty-five million US Dollars)
4.
Issue price for bondholders: 100%
5.
Denomination: 6
USD 100, USD 500, USD 1,000, USD 5,000,
USD 10,000, USD 50,000, USD 100,000
6.
Trade-in and registration period
current bondholders:
March 30, 2015-April 14, 2015
7.
Registration period non-bondholders: April 15-30, 2015
8.
Issue date: May 14, 2015
9.
Repayment date: May 14, 2020
10.
Interest rate: 7.75%
11.
Interest maturity date: Each year on May 14th and November 14th
12.
Redemption yield:
7.90% related to interim interest
13.
Underwriter and Administrator: De Surinaamsche Bank N.V.
14.
Date of resolution to issue by
Staatsolie Board of Directors: March 25, 2015
15.
Allocation notification: By letter from DSB as underwriter
Staatsolie Maatschappij Suriname N.V.
De Surinaamsche Bank N.V.
Underwriter
M.C.H. Waaldijk
Managing Director
Drs. S.L.J. Proeve
CEO
2015
Chapter 1
|
2016
2017
2018
2019
Summary
1.1Introduction
Staatsolie Maatschappij Suriname N.V. (Staatsolie) was established in December 1980. The
State of Suriname is the sole shareholder. At the incorporation, the company was granted the
exclusive right to independently, or in collaboration with third parties, develop the petroleum
potential in Suriname. Staatsolie is an integrated company of which its core activities include
exploration, production and refining petroleum, plus marketing of petroleum products. Apart
from that, Staatsolie is also involved in generating thermal power through its subsidiaries
Staatsolie Power Company Suriname NV (SPCS) and GOw2, and in the retail market of fuel
and related products.
Staatsolie has been profitable for the past 34 years with the exception of 1991 and 1998,
partly due to extremely low oil prices. The average return on equity in the past 5 years was
approximately 37%.
Crude treatment plant TA58 in Saramacca.
7
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
The upstream cash costs per barrel over the past 5 years vary between USD
17 and USD 24, which enables Staatsolie to remain a profitable oil producer
during low oil prices. As per end of December 2014, the consolidated net
turnover amounted to USD 1,041 million and equity was USD 1,108 million.
The cash resources were USD 117 million and the balance sheet total
amounted to USD 1,931 million.
Staatsolie has four full subsidiaries:
•
•
•
•
•
•
•
At least nine exploration wells will be
drilled in 2015 with this rig in Block
4 near shore.
8
Staatsolie Power Company Suriname N.V. (SPCS), established in 2006
to transform from an oil company into energy company. As of
February 2014, SPCS has expanded its production from 28 Megawatt to
62 Megawatt. Currently an additional expansion to a generation capacity
of 96 megawatt is carried out. In 2014 gross turnover was USD 60.5
million
GOw2 N.V.: In September 2011 Staatsolie acquired the retail operations
of Chevron in Suriname. The purpose of this acquisition is to sell
gasoline and diesel produced by the expanded refinery on the local
market. GOw2 closed 2014 with a gross turnover of USD 235 million.
Ventrin Petroleum Company Limited (Ventrin): Staatsolie has
participated since 2004 in this Trinidad based bunkering company. The
objective of this participation is to secure access to the strategic markets
in the region. Per 2012 Ventrin has become a full Staatsolie subsidiary.
By December 31, 2014 Ventrin booked gross turnover of USD 103.6
million.
Paradise Oil Company N.V. (POC): Established in 2005 for carrying
out exploration and production in cooperation with third parties in the
onshore blocks “Uitkijk” and “Coronie” and on behalf of Staatsolie in
Nearshore block 4.
1 Upstream cash costs include all cash expenses related to production (operational costs) and maintaining (investments)
of the oil production. Appendix 3, figure 1 shows the development of these costs.
2 Bunkering: supplying fuels to ships for their own use
2015
2016
2017
2018
2019
Staatsolie participates in various partnerships with international companies, namely:
•
•
Currently eight offshore Production Sharing
Contracts (PSCs) are in place with respectively Kosmos
Energy Suriname, Tullow Suriname B.V., Apache Suriname
Corporation LDC., Petronas Suriname E&P B.V., Teikoku
Oil Suriname Co. Ltd. Furthermore, Statoil ASA, Chevron
Global Energy Inc., CEPSA Suriname S.L., RWE Dea AG,
are also involved in the offshore work program. Financing
in the exploration phase is at the expense and risk of these
companies. In the event of a commercial find, Staatsolie
has the option to participate. The participation percentage
is different for each PSC, and is up to 20 or 25%. In
the past seven years, four offshore wells have been drilled.
Four more wells are planned for the period 2015-2016.
Currently 34% of the offshore area has been covered under
the PSCs. The potential in the Suriname-Guyana basin has
been estimated by U.S. Geological Survey’ (USGS) at 15
billion barrels.
offshore.
Construction of the Merian gold
mine.
Since November 2014
Staatsolie has a 25% participation in this project.
Staatsolie and Suriname Gold Company LLC (Surgold),
a 100% subsidiary of Newmont Mining Corporation,
entered into a limited partnership agreement. Surgold
has a 75% participation in this project and is the
managing partner.
tHe Merian Gold project.
9
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
In the previous planning cycles, Staatsolie financed the majority of the investments through its
own cash flow. In September 2010, the company opted for an international bank loan of USD
235 million to finance part of the 2008-2012 investment program. Prior to this international
loan, a local bond loan was issued with the intention to raise USD 15 million. In total, 2,197
investors including entrepreneurs, foundations, pension funds and citizens registered at a total
amount of USD 55.1 million. This amount was fully recognized. In September 2013, a USD
74 million loan was taken out for the expansion of SPCS.
Due to favorable international market conditions, the 2010 bank loan was re-financed in
March 2014. The outstanding balance of USD 125 million was repaid from the new loan of
USD 275 million. On November 14th and February 24th 2015, the loans were increased to
USD 600 million to facilitate the investment program up to 2020.
Work on the Saramacca-Tout Lui Faut pipeline.
10
2015
1.2
1.2
2016
2017
2018
2019
Investment program and Financing
Plan period 2008-2012
The 2010 loan for USD 235 million was intended to partially finance the investment
program 2008-2012 of USD 1 billion. Table 1 represents the planned and realized
investments in the aforementioned period.
Table 1
Investment program 2008-2012 (amounts x USD 1 million)
Plan
Realized
85
94
310
267
575
526
20
35
10
26
Exploration
Increase oil reserves by 64 million barrels
Production
Maintain onshore production of 16,000 barrels per day
Implementation Refinery Expansion Project
Project implementation to increase refinery capacity to 15,000 barrels per day
Thermal Power
Increase generating capacity from 14 to 28 megawatt
Renewable Energy
Pilot project Ethanol and study Tapa-Jai hydro project
Planned investments
1,000
948
Realized investments
Financing investment program 2008-2012
Equity
Local bond (expires 2015)
International bank loan (expires 2015)
658
55
235
11
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
The planned investment program has been executed. Almost all of the goals have been
achieved. Fewer new oil reserves have been added than planned. Per December 2014 oil
reserves are estimated at 100 million barrels, which are sufficient for sixteen years of
production at the current production level of 17,000 barrels per day.
Plan periods 2013-2015 and 2016-2020
An investment budget of USD 1.062 billion has been prepared for the period 2013-2015.
Of this amount, an amount of USD 770 million was realized in 2013 and 2014. The planned
investments for 2015 and the plan period 2016 to 2020 amount to USD 953 million.
Table 2 represents the planned and the actual investments in the aforementioned periods.
Construction of underground pipelines from the Staatsolie Refinery to
the retailers.
12
2015
2016
2017
2018
2019
Table 2
Investment program 2013-2020
(amounts x USD 1 million)
Actual
2013
Actual
2014
Plan
2015
Plan
2016-2020
22
19
28
251
69
95
56
248
133
102
25
33
41
25
-
5
19
2
PM 3
108
112
137
32
92
44
25
294
476
Totaal
Exploration
Increase oil reserves onshore and near shore
Production
Increase and maintain onshore production of 17,000
barrels per day
Implementation refinery expansion project
Increase refinery capacity to 15,000 barrels per day
Thermal Power
Increase generating capacity from 28 to 96 megawatt
Renewable Energy
Ethanol project and Tapa-Jai hydro project
Gold project participation
25% participation in the Merian Gold project
Other projects
Actual Investments 2013-2014
Planned investments 2015-2020
Total Investments
770
292
661
953
1,723
Financing investment program 2013-2020
Equity
Local bond (expires 2015)
International bank loan (expires 2020)
1,008
55
660
3 PM: For the record
4 Referred to current bond
13
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
An employee collects data from an oil well in the swamp.
The Tapa-Jai hydro project is currently on hold due to concerns regarding possible
environmental and social impacts. The Ethanol project is temporized pending the arrangement
of the financing and formalization of the cooperation with a partner.
The development of the near shore area and Staatsolie’s offshore participation in case of an oil
find, are not included in the projected investments. In the event of an oil discovery the current
bank loan will nevertheless provide a loan facility for this purpose.
Projections for the investment program and the financing plan 2015-2020 are based on the
long term PIRA price forecast of February 27, 2015.
5 PIRA: Petroleum Industry Research Associates ( PIRA Energy Group). Refer to appendix 3, figure 2.
14
Exploring new oil reserves in the marshlands.
1.3Prospectus
This prospectus is with regard to the bonds’ issuance of at least USD 55
million. This bond will mature in 5 years at a coupon rate of 7.75%.
Interest payments shall be every six months. The total repayment shall take
place after the term of five years.
Trade-in option for and registration by current bondholders
The payment date of the new bond loan shall coincide with the maturity date
of the current bond loan, namely on May 14, 2015. The following conditions
shall apply to the current bondholders:
•
•
Upon trade-in of the bonds, these bondholders will receive a preferential
right of assignment. The trade-in and registration period for this group is
from March 30 through April 14, 2015.
The current bondholders can immediately register for additional bonds
in the trade-in period.
Other subscriptions
The subscription period for other investors is from April 15 through April 30,
2015.
15
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
16
2015
CHAPTER 2
|
2016
2017
2018
2019
Emission
2.1Purpose of the emission
The purpose of the bond issuance is te partial funding of the Staatsolie investment program
2015- 2020. Participation is open to everyone, regardless of domicile, who wishes to
participate in this bond in Suriname. This investment program is derived from the
implementation strategy for realization of State Oil’s Vision 2030.
VISIon 2030
1. Leading the sustainable development of Suriname’s energy industry.
2. Making a strong contribution to the advancement of our society.
3. Becoming a regional player with a global identity in the energy market.
To realize the Vision 2030, an implementation strategy that consists of the following four
platforms has been established:
2013-2015
Foundation for transition and growth
2016-2019
Transition
2020-2025
Expansive growth
2026-2030
Internationalization
17
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
Plateau
Bedrijfsdoelen
I2013-2015
1.
2.
3.
4.
5.
6.
7.
To determine onshore and near shore oil reserves.
To expand the thermal power plant.
To increase local and regional market share.
To increase and maintain crude production at 17,000 barrels per day.
To further develop a robust organization.
To maintain autonomy in managing the company.
To participate in the Merian Gold Project.
1.
2.
3.
4.
To increase onshore and near shore oil reserves.
To increase local and regional market share.
To develop near shore oil production.
To enter into strategic alliances.
5.
6.
7.
8.
To further increase onshore and near shore oil reserves.
To participate in offshore production, outside Suriname.
To increase local and regional market share.
To develop and produce alternative energy sources.
1.
2.
3.
4.
To increase offshore oil production in Suriname.
To produce oil outside of Suriname.
To increase the energy market share.
Third Party Participation in the share capital of Staatsolie and listing on an
international stock exchange.
Foundation for
transition and growth
II2016-2019
Transition
III2020-2025
Expansive growth
IV2026-2030
Internationalization
For the period 2015-2020 the investment program of Staatsolie is estimated at USD 953
million. The funds will be mainly spent on:
A
Exploration: USD 279 million
In the period 2008-2014, an amount of USD 135 million was spent on onshore
exploration, spanning virtually the entire coast. Oil accumulations were found in the
areas Coesewijne, Uitkijk en Weg naar Zee.
18
2015
2016
2017
2018
2019
Exploration activities off the coast.
In Coronie, six exploration wells were drilled, whereby heavy oil was discovered.
Currently, a study is being conducted to determine the possibilities of commercial oil
production. Furthermore, preparations are being made to drill seven more wells.
In Nickerie, a block will be offered to international oil companies for further exploration
through Production Sharing Contracts.
For the planning period 2015-2020 a budget of USD 9 million is allocated to determine
the reserves in these areas.
In the period 2015-2020, the exploration activities will mainly focus on near shore. An
amount of USD 215 million has been reserved. Furthermore, USD 55 million is allocated
for exploration outside Suriname. To this end, regional opportunities are being evaluated.
In near shore Block 4, 285 km of 2D seismic data and 100 km2 of 3D seismic data
were collected. For 2015, based on this data a nine wells exploration drilling program is
planned. The water depth in the drilling areas varies between one and thirty meters and
requires a drilling system that has been developed especially for this project. Exploration
of the near shore blocks 1 to 3 and 5 to 7 is also part of the 2015- 2020 exploration
program.
As of December 31, Staatsolie’s crude reserves are estimated at 100 million barrels.
The ‘reserve replacement ratio’ over 2014 is 221%, and over the past seven years (2008
through 2014) 149% on average.
6 The reserve-replacement ratio measures the amount of proved reserves added to a company’s reserve base during the
year relative to the amount of oil and gas produced..
19
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
B
Production: USD 304 million
The current crude production is on average 17,000 barrels per day.
By the end of December 2014, there were 1,668 oil wells in production.
The projected investment of USD 304 million has been reserved to
maintain production at 17,000 barrels per day. For this purpose
approximately seventy new wells need to be taken into production each year.
Tambaredjo, Tambaredjo North West and Calcutta are the production areas. Approxi-
mately 90% of the production originates from Tambaredjo and Tambaredjo North West.
C
Refinery expansion: USD 25 million
The refinery expansion project is in the final phase. USD 25 million is reserved for the start up of the refinery in 2015. On December 13, 2014 the expanded refinery was
inaugurated . With this project, Suriname will reduce its onimported oil, which will have
an annual net positive effect on the balance of payments of USD 100 million. The gross
margin respectively net margin on refined products will be approximately USD 30 ,
USD 15 per barrel . The production of gasline and diesel is scheduled for June 2015.
D
SPCS expansion: USD 25 million
SPCS now increases its generate capacity from 62 megawatts to 96 megawatts. The
completion of this expansion is scheduled for May 2015. SPCS delivers the generated electricity for transmission through the grid to the State of Suriname for which
a power purchase agreement is in place. for the transmission of electricity. The
outstanding loan of SPCS amounts to USD 120 million and will expire in 2021.
7 In appendix 3 you will find the projected prices for refined products and the reference price for crude oil
20
2015
2016
2017
2018
2019
The drillship Stena Drillmax that will drill the exploration well in offshore Block 53.
E
Merian Gold project: USD 249 million
After a successful negotiation of a Mineral Agreement with the Surinamese
Government, on August 22, 2014 Surgold has obtained the right to develop and
exploit a gold mine, the Merian Gold Project. The concession lies in an ‘area of
interest’ with a size of approximately 500,000 hectares, where Surgold and her
partner Staatsolie have the ‘right of first refusal’ on concessions that are released.
The proven reserves amount to 4.8 million troy ounces (1 troy ounce = 31.10348 gram).
The feasibility study has shown that there will be an average of 400,000 to 500,000
ounces of gold annually produced in the first five years. The total project costs are
estimated at USD 1 billion. Production will start by the end of 2016. The ‘all-in
sustaining cost’
are estimated at USD 750 to USD 850 per ounce.
8 All in sustaining costs: include all cash expenses related to production and sales of gold (operational costs) and maintaining (investments) of the gold production.
21
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
The development phase has started. During this stage they are working with
internationally accepted standards in terms of safety, technology and environment.
Construction of the permanent camp, access roads, workshops, the power plant and
the “mill” is in full swing. Furthermore, in the construction phase approximately 2,500
persons will employed. During the operational phase this number will be brought down to
1,300. The surrounding communities are considered key stakeholders with whom a good
relationship is built.
Staatsolie considers the investment in the Merian Gold project as a solid investment,
because the growth potential and the US Dollar earning capacity are increased in the
long term. This investment also provides greater resistance against price fluctuations in
the various markets in which Staatsolie operates.
Newmont, the parent company of Surgold, has been active in the gold sector for more
than ninety years, with significant operations in the United States of America, Australia,
Peru, Indonesia, Ghana, New Zealand and Mexico. The company is listed on the stock
exchange and as of January 30, 2015, it has a market capitalization value of USD 12
billion. In 2014, revenues amounted to USD 7.3 billion.
FOther: USD 69 million
This category includes investments in capital goods and other projects.
Bunkering of ships in the port of Paramaribo.
22
2015
2.2 2016
2017
2018
2019
Terms and conditions
Scope
The bond loan aims to raise at least USD 55 million. An oversubscription
will be accepted by Staatsolie, provided that allocations above USD 55
million shall be fully in accordance with Staatsolie’s views and discretion.
Availability
The bonds will be exclusively available at DSB as lead arranger. DSB will
involve all other local banks in the subscription and payment for bonds.
Current bondholders have the option to trade their current bonds for new
bonds.
DSB and Staatsolie reserve the right to extend or shorten the offer period,
in which case the issue date can be advanced or delayed as well.
Bonds
The bonds are issued at nominal value as described in the Loan Terms and
Conditions. The bonds are issued at par value in denominations of USD
100 and multiples thereof. The bonds have a maturity starting from the
issue date up to the payment date as described in the Loan Terms and
Conditions. The maturity shall be 5 years. The principal repayment will be
at par value. The bonds carry a fixed interest starting on the issue date.
The interest payment will be payable in arrears, twice a year on the interest
payment date as mentioned in the Loan Terms and Conditions, upon the
understanding that if such interest payment date in any year is not on a
working day, the interest will be paid on the next working day. The interest
calculation will use a year of 360 days. As per maturity date, bonds do no
longer earn interest. Interest and principal repayment shall be in USD. The
bonds are transferable.
23
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
Type of bonds
The bonds are registered bonds.
Issue price
The issue price is 100% of the nominal bond value.
Effective interest rate
The effective interest rate on the issue date of the series shall be mentioned
in the relevant Loan Terms and Conditions.
Underwriter
De Surinaamsche Bank N.V., Henck Arronstraat 26-30
Telephone: 471100
Fax: 477835
Attn: Mr. L. Fung A Loi
Information about this prospectus can be obtained at the Securities Section of
the DSB Retail Banking department.
Time table for bond issue
March 25, 2015: Emission Prospectus
March 30-April 14, 2015: Trade-in and subscription for current bondholders
April 15-30, 2015: Subscription period other subscriptions
May 4, 2015: Allocation date
May 4-14, 2015: Payment
24
2015
2016
2017
2018
2019
Fiscal position
The issuing company shall comply with the fiscal laws of the Republic of
Suriname
Applicable law
Surinamese law.
Subscription period
The trade-in and subscription period for the current bondholders shall be
from March 30 through April 14, 2015.
The subscription period for the other subscribers shall be from April 15
through April 30, 2015.
Costs
There are no costs associated with the issuance of bonds. However, bondholders can be charged for poundage by their bank. Poundage fees are
determined by the bank where the bondholder has his securities account.
SPCS power plant.
25
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
Chapter 3
|
Financial information
3.1History
Historical data is based on annual reports from 2012, 2013 and 2014. These reports are prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP).
3.2Projections
The financial projections for Staatsolie starting in 2015 are based on internal figures and are
determined by Staatsolie Board of Directors. The main assumptions used for these projections
are as follows:
•
The investment forecast for 2015-2020 is based on the listed in table 3.
•
For 2015-2020, prices are based on PIRA projections of February 2015.
•
•
The cash dividend is set at 50% of the net profit, on the understanding that:
During the loan period of the SPCS loan, specifically 2015 through 2021, the operating
result of SPCS are excluded from the dividend of the consolidated net profit of Staatsolie.
If in any year the sum of :
the actual cumulative free cash flow of SPCS,
the repayments and projected interest costs over the remaining term of the loan, is
positive, as of the following year, the operating result of SPCS will be included in the
consolidated net profit of Staatsolie.
•
•
•
•
26
During the term of the Staatsolie loan, specifically from 2015 through 2019, the operating result from the gold participation is excluded from calculation of the consolidated
net profit for Staatsolie.
2015
2016
2017
2018
2019
The jetty at the refinery at Tout Lui Faut.
•
•
•
If in any year the sum of :
the realized cumulative free cash flow from the gold participation,
the repayments and projected interest costs from the gold
participation over the remaining term of the loan, is positive, as of the
following year, the result from the gold participation will be included
in the calculation of the consolidated profit of Staatsolie.
27
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
Table 3
Income statement 2010-2020
(amounts x USD 1 million)
Forecast
Actual
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
69.75
95.72
99.42
93.06
82.68
43.89
58.56
68.02
72.28
75.87
78.95
Gross revenues
965
1,333
1,629
1,572
1,563
1,273
1,777
1,904
1,972
2,033
2,082
Export, transport and sales
costs
417
555
585
561
522
273
385
442
470
493
512
Net revenues
548
778
1,044
1,011
1,041
1,000
1,392
1,462
1,502
1,540
1,570
73
115
102
108
99
90
85
88
92
95
99
Operationele costs downstream
140
197
428
422
483
632
941
950
973
975
999
Total operational costs
213
312
530
530
582
722
1,026
1,038
1,065
1,070
1,098
Operating income
335
466
514
481
459
278
366
424
437
470
472
0
0
0
10
25
39
37
31
21
11
4
35
37
41
43
44
126
123
131
135
139
126
1
15
(5)
(3)
(11)
2
(54)
(68)
(76)
(55)
(53)
Earning before tax
299
415
478
432
401
111
260
330
357
375
395
Income tax
107
152
80
133
125
35
64
81
87
99
107
Net income
192
262
398
298
276
76
196
249
270
276
288
Oil prices
Revenues
Operatioal costs upstream
Financial income and expenses
Depreciation
Other costs (revenues)
Oil prices x USD 1 per barrel.
28
2015
2016
2017
2018
2019
Table 4
Balance sheet as of 31 december 2010-2020
(amounts x USD 1 milion)
Forecast
Actual
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Invetory
26
22
29
34
41
30
36
38
40
41
43
Accounts receivable
61
97
156
164
125
135
159
170
177
183
188
Cash (including short-term
investments)
326
527
261
149
126
126
34
34
34
82
211
Property, plant and equipment
388
542
956
1,207
1,510
1,563
1,568
1,553
1,539
1,493
1,461
3
6
9
8
139
251
403
412
416
421
424
804
1,194
1,411
1,562
1,941
2,105
2,200
2,208
2,206
2,220
2,327
Income tax
26
36
74
59
19
14
15
23
27
32
34
Accounts payable
48
78
139
132
98
94
113
121
127
131
141
Term loan
57
280
244
267
569
694
632
456
261
90
15
Deferred taxes
63
64
5
1
0
0
0
0
0
0
0
Other provisions
91
124
109
121
147
147
147
147
147
147
147
Shareholder’s equity
519
612
839
982
1,108
1,156
1,293
1,461
1,644
1,820
1,990
Total liabilities &
Shareholder’s equity
804
1,194
1,411
1,562
1,941
2,105
2,200
2,208
2,206
2,220
2,327
Assets
Current assets
Financial fixed assets
Total assets
Liabilities
Current liabilities
Long term liabilities
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2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
Table 5
Cash flow statement 2010-2020
(amounts x USD 1 million)
Forecast
Actual
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Net income
192
262
398
298
276
76
196
249
270
276
288
Depreciation
35
37
41
43
44
126
123
131
135
139
126
Increase (decrease) taxes
14
10
38
(15)
(40)
(6)
2
8
4
5
3
Increase (decrease) payables
20
88
4
5
4
(16)
3
(2)
2
(1)
3
(40)
(78)
(179)
(81)
26
4
(16)
(7)
(4)
(4)
(3)
(7)
7
(7)
(5)
(7)
12
(6)
(3)
(1)
(1)
(1)
214
326
295
245
303
196
302
376
406
414
416
Investments
(91)
(207)
(465)
(278)
(469)
(291)
(280)
(125)
(125)
(98)
(98)
Net cash flow from
investments
(91)
(207)
(465)
(278)
(469)
(291)
(280)
(125)
(125)
(98)
(98)
51
222
(27)
26
302
125
(62)
(176)
(195)
(171)
(75)
Increase (decrease) other debts
(81)
(143)
(74)
(85)
(154)
(30)
(52)
(75)
(86)
(97)
(114)
Net cash flow from financing
(30)
81
(101)
(58)
149
95
(114)
(251)
(281)
(268)
(189)
92
199
(272)
(91)
(18)
0
(92)
0
0
48
129
Cash at the beginning of the
year
206
298
497
225
134
117
117
25
25
25
73
Cash at the end of the year
298
497
225
134
117
117
25
25
25
73
202
Cash flow from operations
Increase (decrease) receivables
Increase (decrease) inventory
Net cash flow from operations
Cash flow from investments
Cash flow from financing
Term loan
Net cash flow
30
2015
Chapter 4
|
2016
2017
2018
2019
Risk Factors
Before an investor decides to invest in Staatsolie bonds, he should consider the following risk
factors related to the investment programs and information presented in this prospectus.. The
investor should also be aware that new risks may arise and/or existing risks may increase or
decrease in intensity over time.
Certain risks may come with a material negative effect on the business, the operations and
financial position of the company. In that case the profit forecast may be negatively impacted.
The worst case for the investor is losing his investment.
I.
This prospectus includes future projections. The actual results may significantly differ
from this information due to different reasons, including:
•
•
•
•
•
•
•
•
Uncertainty associated with estimating oil and gold reserves ;
unsuccessful exploration and drilling activities;
Lower realized production;
Volatility in oil and gold prices;
Customers not meeting payment obligations;
Developments in the local and international finance market, as well as the
economic and political situations;
Risk of disruptions in business due to reasons including: insolvency of buyers,
suppliers, banks, and insurance companies;
• Risks associated with executing the investment program;
• Force majeure risks (so-called ‘Acts of God’ and ‘Acts of man’)
II.
The investor’s rights of receiving payments with regard to the bond loan are subordinate
to the rights of current and future creditors with a security as collateral up to the value
of the security of these creditors.
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7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
III. In order to fulfill the payment obligations resulting from the loans, and to finance planned
investments, Staatsolie needs a significant amount of cash. Cash generation depends to
a certain extend depended on the general, economic, financial, legal and other factors
that are not within the influence of the company. Staatsolie cannot guarantee that
sufficient cash will be generated by it’s activities to meet the obligations resulting from
the outstanding and future bank loans.
IV.
Due to the lack of an active secondary market, the marketability of the bonds is limited.
V.
A fall in market price of the bonds as a result of a possible adjustment in Suriname’s
rating by one of the rating firms, may result in increased costs of current and future
lending.
Subsidiary Ventrin is active in the regional bunkering market.
32
2015
Chapter 5
|
2016
2017
2018
2019
Important Information (Disclaimer)
•
This prospectus is prepared by Staatsolie in connection with its bond issuance, and is
published for information purposes. The intention is solely to provide interested parties
with information about the investment program 2015-2020 and the related intended
bond issuance. . This prospectus is not intended for accepting offers, invitations or
recommendations for an agreement with Staatsolie in jurisdictions where a similar offer,
invitation or recommendation is unlawful, or for distribution in any jurisdiction where
such distribution is unlawful.
•
The information in the prospectus is provided by Staatsolie and independently verified
by an accountant or otherwise derived from public information. The prospectus does not
pretend to contain all information relevant for investors. Interested parties should
therefore make their own choices prior to investing, and not solely rely on the
information in this prospectus. The prospectus is made available to individuals who have
sufficient information and knowledge about Staatsolie and the risks associated with the
preparation and completion of any transaction in general. Furthermore, this prospectus
is made available to individuals who, if necessary, will request expert advice.
•
Staatsolie shall not be responsible for changes in the forecasts included in this
prospectus. All statements, except statements about historical and current data, that are
to occur in the future are considered future projections’ information. These
projections are susceptible to all risks and uncertainties that are associated with the
investment program. In addition, Staatsolie shall not be responsible for periodical
revision according to the changed situation.
33
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
Chapter 6
|
Certificate of Conformity
This prospectus or the content thereof may only be used or shared with third parties following
explicit written approval from Staatsolie, for reasons other than assessment of the investment
proposition.
Parties interested in bonds issued by Staatsolie, are strongly advised that every form of
investment holds financial risks. They should therefore carefully take note of the entire
prospectus, in particular the risk factors chapter. In case of any ambiguity or doubts, the
persons in questions are to seek advice from their own advisers to allow for objective judgment
regarding the content and meaning of this prospectus.
This prospectus is issued under the sole responsibility of the Board of Executive Directors of
Staatsolie. In drafting it, the Board observed due diligence. Insofar it was or could have been
reasonably known to them, the included information at the moment of offering this prospectus
is in accordance with reality. No information has been omitted or distorted of which mentioning
would have changed the essence of this prospectus.
The provision and dissemination of this prospectus after the date of the offer, shall under no
circumstance mean that the information included therein will still be correct and/or complete
at a later date. The analyses, calculations, comments, prognosis and recommendations are
provided for information’s sake, but will not form any guarantee on obtaining future results.
Staatsolie, its Board of Executive Directors, advisors and other direct stakeholders shall not
accept liability for any direct or indirect loss that may arise from or through the use of any
information in the prospectus and/or result from an investment in these bonds.
No person shall be authorized by or on behalf of Staatsolie to provide any information or to give
any statement about Staatsolie, and/or the option to acquire bonds offered by this prospectus,
insofar such information is not mentioned in this prospectus. If such information is provided
or if such statements are made, such information or such statements should not be relied on
as if they were provided or made by or on behalf of Staatsolie.
This prospectus shall be governed by Surinamese law.
34
2015
2016
2017
2018
2019
Staatsolie, represented by its Managing Director, M.C.H.
Waaldijk, certifies that this prospectus has been prepared
accurately.
Rebranded GOw2 service station.
35
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
chapter 7
|
AUDITOR’S REPORT
To: The Board of Directors Staatsolie Maatschappij Suriname N.V.
We have audited the forecast by Staatsolie Maatschappij Suriname N.V. (the “Company”) over
the period of 2015-2020. The forecast has been authenticated by us.
Management’s Responsibility
The management of the Company is responsible the preparation of the forecast, including the
assumptions that it is based on. The forecast is prepared to be incorporated into a prospectus
regarding the issue of a bond loan to the amount of at least USD 55 million.
Auditor’s Responsibility
It is our responsibility is to express an opinion on the forecast based on our audit. We
performed our audit procedure in accordance with the International Standard for Assurance
Engagements (ISAE) 3400 “Audit of projected financial information”.
The work conducted mainly involved procedures to collect data from Company officials, to
analyze the data and to obtain and assess documentation that make the reliability of the
assumptions used for the forecast, plausible.
Due to the nature and the extent of our activities, these can only result in a limited level of
assurance. The level of assurance is lower than could reasonably be derived from an assurance
report.
In our opinion, the information obtained by us is sufficient and appropriate to support our
conclusion.
Conclusion
Based on our audit of the data that the assumptions are based on, nothing has come to our
attention that causes us to believe that the assumption do not provide a reasonable foundation
for the forecast. We furthermore are of the opinion that the forecast is prepared in the correct
36
2015
2016
2017
2018
2019
manner on the basis of the assumptions and in accordance with the principles mentioned in
the Prospectus.
Other aspects
1. Feasibility of future outcomes
The actual outcomes will probably deviate from the forecast, given the fact that the assumed
events are not likely to occur exactly as assumed. These deviations may be of substantial
importance.
2.
Restriction in the use and the circle of distribution.
The forecast and our audit report are solely intended to be incorporated in the
Prospectus regarding the issue of a bond loan to an amount of at least USD 55 million. Therefore, our audit report is not suitable for other purposes.
Paramaribo, March18, 2015
KPMG Assurance Services N.V
Nicole Baptista RA
37
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
CHAPTER 8
|
Other Relevant Information
For other relevant information please visit the website of Staatsolie at
www.obligatielening.staatsolie.com. Reference to this source is made because in this way,
Staatsolie provides way important information that is not included in the prospectus. The
information referred to is an important part of this prospectus.
38
2015
APPENDIX 1
|
2016
2017
2018
2019
ORGANIZATIONal STRUCTURE STAATSOLIE
General Directorate
Management Secretariat
Human Resources Management
Corporate Communication
Health, Safety,
Environment & Quality
Corporate Audit
Exploration & Petroleum
Contracts Directorate
Production & Development
Directorate
Refining & Marketing
Directorate
Business Development
Directorate
Finance
Directorate
Exploration
Field Evaluation & Development
Refining Operations
Corporate Planning
Controlling
Petroleum Contracts
Production Operations
Marketing
Renewable Energy Resources
Finance Administration
Exploration Drilling
Drilling Operations
Refinery Expansion Project
Hydro
Information & Communication
Technology
Projects
Procurement
Engineering & Maintenance
Services
Plant Security & Personnel
Services
Treasury
Legal Affairs
Subsidiaries
RADISE OIL COMPANY N.V.
39
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
APPENDIX 2 | SUMMARY ARTICLES OF INCORPORATION (article 1
through 3)
Name, seat and duration
Article 1
1. The Limited Liability Company shall bear the name of ‘Staatsolie Maatschappij Suriname N.V.’.
2. The company shall have its registered office in Paramaribo yet can set up branches elsewhere.
3. The company shall commence on this day for an indefinite period.
Objective
Article 2
The objectives of the company shall be:
a. To explore, exploit and further process hydrocarbons;
b. To store, trade and transport hydrocarbon and its derivatives;
c. To furthermore do all that is related to the foregoing, including working together with,
participating in and managing other companies with a similar objective,
all in the broadest sense of the work, as far as permitted by the law.
Capital
Article 3
1. The authorized capital of the company amounts to 5 (five) billion guilders, divided into 5
(five) million shares of 1,000 (one thousand) guilders each, of which are issued:
a. At the Republic of Suriname 4,999,999 (four million nine hundred ninety-nine
thousand, nine hundred and ninety-nine) shares;
b. At Stichting Planbureau Suriname 1 (one) share.
2. Non-issued shares are issued in such way and at such time, provided that they are paid up and non below par, as determined by the General Meeting of Shareholders.
9 As last amended on September 2, 1997
10 This share was transferred to the Republic of Suriname on September 23, 1997. The Republic of Suriname is hereby now the sole shareholder of
Staatsolie.
40
2015
2016
2017
2018
2019
The expanded Staatsolie Refinery is in operation as of 13 December 2014.
3. The
General
Meeting
on non-issued shares
of
may
Shareholders
also take
may
place
decide
that
payment
other than in cash.
4. Issuance of share may, subject to the event referred to in paragraph 1
sub b of this article, not take place other than by the Republic of Suriname.
5.
Delivery of shares may not take place other than to the Republic of Suriname.
6. Delivery of shares shall take place either by serving a deed of transfer to the Company, or by the written acknowledgment of the transfer by the Company, of which
acknowledgement shall take place by registration in the share register. If a share
certificate is issued, the acknowledgement shall take place by an annotation on that document, authenticated by the signature of a member of the Board of Supervisory
Directors.
41
2020
7.75% FIXED INTEREST BOND 2015-2020 | USD 55 MILLION
APPENDIX 3
|
FIGURES
Figure 1: Historical ‘upstream cash’ costs
Upstream cash costs
25
20
15
2010
2011
2012
2013
2014
Figure 2: Projections of PIRA for the reference price of crude oil
(USG no.6 Fuel oil 3% S) and refined products diesel and gasoline.
USG No. 6 Fuel Oil 3% S
ULS Diesel
Gasoline
150
120
Bruto marge
ULS Diesel
Bruto marge
Gasoline
90
60
30
42
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
PARAMARIBO, MARCH 2015