Good morning, ladies and gentlemen. Welcome to the Serica Energy PLC Investor Presentation. Throughout today's recorded meeting, attendees will be in listen-only mode. Questions are encouraged and can be submitted at any time just using the Q&A tab on the right-hand corner of your screen. Before we begin, we'd like to submit the following poll. I'm sure the company will be most grateful for your participation. I now hand over to the CEO, Chris Cox. Chris, good morning. Good morning, and good morning, everyone. I'm delighted to be here today welcoming you to this call regarding the proposed acquisition of Pharos Energy. I'm joined, as usual, by Martin Copeland, our CFO, and Andrew Benbow, our Head of Investor Relations. Before we get going, from a personal perspective, I'd just like to say I absolutely love this deal for many reasons that we'll go into during the presentation, and I believe the market will learn to love it too. It'd be great to be able to coordinate our announcements with President Trump, but on this occasion, he's chosen to crash the oil price coincident with our announcement. The oil price movement today is temporary, and a great portfolio of assets is for life, and I'm sure the market will figure that one out. Martin and I will now share a short presentation before running through a Q&A. This slide shows the terms of the transaction. We believe this is a great deal for Serica, while also offering an attractive liquidity route for Pharos shareholders. This deal is a recommended transaction, but not yet complete. This announcement only marks our intention to acquire Pharos. As you will see from the timeline, completion remains subject to a number of conditions, including approval by Pharos shareholders and the satisfaction of regulatory conditions. Our offer supersedes a previously recommended rival cash offer. We believe our offer represents a more compelling and deliverable opportunity for Pharos shareholders, but it's not yet a done deal, and meanwhile, we continue to seek other opportunities. Let's get onto the reasons why this is such an attractive deal for us. This deal is consistent with the strategic aims we outlined at the Capital Markets Day in early June. It provides us with a first step in building an international platform with room for further growth at an attractive price. Due to the underlying strength of what we are acquiring, it is a low-risk entry into two overseas jurisdictions. Pharos is a materially cash-generative business, meaning the deal offers a rapid payback and it is accretive across all key metrics. The acquisition cost per 2P barrel compares favorably with recent precedent transactions in the relevant countries. Upon completion, the transaction will boost our reserves and resources by 13% and 15% respectively and add materially cash-generative production. The acquisition of Pharos adds a highly complementary business to ours. Similar to Serica, they have a history of being a cash-generative dividend payer aiming to offer both growth and returns. We believe that the assets will continue to generate cash while being part of a company better placed to deliver further growth from the asset base and from further business development opportunities around them. This further cash generation and growth potential complements and does not reduce our commitment to the U.K. and is an ideal springboard for further growth in Southeast Asia. To provide a little more detail, the completion of the deal would result in an enlarged and internationally diverse Serica, increasing our expected 2026 exit production rate to 70,000 bbl/d with production from 30 fields. This is production that generates material amounts of cash. As we set out in our announcement of completion of our RBL last week, we have gone from a net debt position of $200 million at the start of 2026 to a net cash position by mid-year. These new assets will add to these numbers going forward. Pharos brings with it a debt-free balance sheet with $45.2 million of cash as at the 30th of June 2026, and importantly, no unfunded decommissioning liabilities. The business model meshes perfectly with our own, while also bringing together complementary skill sets. We offer subsurface expertise that has a proven ability to optimize production and deliver growth from mature assets, while also being able to identify inorganic growth opportunities in both new countries. From Pharos, we will inherit a highly experienced and established team in Vietnam and Egypt with expert local knowledge and good relationships with operating partners and host governments. With a robust liquidity position, we are ideally positioned to take advantage of the opportunities ahead. For Serica, of course, the core focus of those opportunities remains the U.K. North Sea. This deal doesn't impact at all our focus on the North Sea. It will be our engine room for years to come. What it does is to add scale and diversification alongside our commitment to the U.K., not instead of it. The new assets are very complementary to what we already have. As we discussed at the Capital Markets Day, we are currently contracting a rig for a significant investment in a multi-well drilling program across our U.K. portfolio. This has the potential to deliver ongoing production of over 50,000 bbl/d from the U.K. into the next decade, with an IRR of over 40%. We currently operate assets that deliver over 10% of U.K. gas production. We are keen to grow that presence further. We have also had a long-standing ambition to diversify the long-term sustainability of Serica and to create value for shareholders. This is the first step in that direction. Vietnam offers production and high-impact exploration potential in a supportive environment, with the ability to use that platform to expand our footprint in the country and the wider region. As we said at our Capital Markets Day, Southeast Asia is a wide canvas on which we believe we can deliver material value for shareholders and look to expand our presence. We have optionality over Egypt, and the environment for oil and gas companies has been improving in recent years. Recent M&A activity around companies active in the country demonstrates its increasing profile within and attractiveness to the industry. It is worth noting that the general perception of Egypt may be a little outdated. Egypt has not only largely solved the receivables issue for most producers, it has also offered improved fiscal terms in exchange for executing capital programs, which we are well-placed to do. A large portion of the 2P reserves is not accessed by existing wells and is just waiting to be drilled. Working with a specialist operator with an affiliated in-country service offering, what's not to like? We haven't previously focused on Egypt, but it is looking increasingly attractive. Martin? Thanks, Chris. As Chris stated, the addition of Pharos to Serica creates a stronger company in adding together two complementary businesses and through further diversifying our exposure with our first international presence. Pharos has had a long history as an independent company, and it's been focused on delivering a mix of growth and returns while paying consistent and growing dividends. This simple business model has been further refined under the delivery of the current board and management in recent years. You can see from the charts on the right how cash generation has been significant in recent years, and there's more to come. The business fits ideally into ours and does not change any of the strategy that we presented at CMD. Our capital allocation philosophy is unchanged, with this acquisition adding more cash as well as more opportunities to the competition for capital allocation. Our dividend policy also remains unchanged, targeting 15%-30% of post-tax cash flow from operations. Following last week's announced completion of our new $750 million reserves-based lending facilities, we have a rock-solid balance sheet with very strong liquidity and no debt amortizations before 2029, ensuring available cash to fund opportunities to maximize value creation, as well as to deliver shareholder returns. We would also expect to enhance the delivery of cash from the acquired portfolio by efficiencies arising from the consolidation and elimination of duplicate functions and costs of a listed business. We note that Pharos' full-year 2025 cash corporate costs were some $13.2 million, of which $8.8 million was unallocated to the assets. With that, I will hand back to Chris. As mentioned, our skill sets are complementary also. We have a great subsurface team, which has, of course, reviewed the assets but has not had the opportunities to look in detail at them yet. We fully expect them to identify organic growth opportunities in both countries. What do the assets look like? Pharos' producing assets in Vietnam are relatively mature, with production from two blocks, TGT and CNV, operated in a joint operating company model into which Pharos seconds personnel. Production is reliable, with uptimes typically over 90%. All oil is sold domestically to a local refinery, and currently, in a post-Iran war world, is selling at material premiums to Brent. Work is ongoing to increase production, and we can apply our subsurface capability and balance sheet to play our part in accelerating infill drilling at TGT and CNV. We also look forward to fully evaluating the prospects in blocks 125 and 126. There is high-quality 3D seismic on these that has identified a variety of prospects with multi-billion barrels of total gross unrisked resources. While we have not had the opportunity to evaluate the prospects in full, we would expect to continue and build on the good work on the farm-out process that the current Pharos management team initiated. We see Pharos' Vietnam assets as the beginning of our journey in Southeast Asia. What do we mean by recreating our North Sea success in Southeast Asia? The map on the right shows the scale of the region, a proven producing basin with a long history, not a frontier bet. Energy demand across the region is forecast to grow around 70% by 2050, and GDP per capita to more than double over the same period. There are still an estimated 20 Gbbl of remaining reserves across Indonesia, Malaysia, Vietnam, and Thailand. There's very material running room in the area. The region also has a recent track record of material discoveries and developments, this is not a basin in decline. The skills we've built optimizing mature fields in the North Sea transfer directly to what's needed here. Our balance sheet gives us a real advantage as the majors continue to rationalize their portfolios across the region and more assets come to market. We see the potential for the same pattern that's worked for us in the North Sea, mature production and disciplined investment that generates cash. We think we can repeat that here. On to Egypt. The Egyptian concessions are currently producing just over 1,000 bbl/d, which means there is a long life of reserves to production, indicative of the fact that there is plenty more room to come as drilling picks up. Egyptian assets in general have been under-invested for many years, largely due to the receivables situation, but this has improved significantly. Following Pharos and its partner IPR's conclusion of a consolidated and extended concession in Q4 2025, there are plans in place to work over wells and drill new wells. All very low risk and low cost and consistent with our strategy of adding value to mid-to-late life assets. Regarding the receivables, their environment in this regard in the country has improved considerably with Pharos' receivables paid down materially in the last couple of years. As can be seen from the chart on the right, receivables have fallen to $1.7 million as at June 2026, the lowest since 2019. You may be aware that Capricorn is the subject of competing takeover bids, which is testament to the situation getting better there, and that there is growing industry interest in the country, which ultimately gives us some optionality. There is a clear opportunity in the country. We bring proven subsurface capability and balance sheet capacity to fund development drilling on Pharos' improved fiscal terms. Finally, a brief summary. This deal creates a materially larger, more diversified Serica. It is accretive on all the key metrics and cash generative from day one with low execution risk. The North Sea remains our focus. This deal adds to that. It doesn't change it. While Vietnam and Egypt give us a genuine platform for further growth, on top of the returns the assets already deliver today. Our strategy is unchanged. Disciplined investment in existing assets with capital allocation framed around high return, short cycle, organic growth, with the ability to fund M&A both in the U.K. and overseas. It's an exciting time for Serica, with real momentum behind the business as we continue to work towards our move to the Main Market and in turn the FTSE 250. We believe this deal is highly positive outcome for both Serica and Pharos shareholders, and we will update you as it progresses towards completion. With that, we'll move to Q&A. As mentioned, we're restricted in what we can address under the Takeover Code, but we'll do our best. Andrew. Thanks very much, Chris. Yeah, as Chris has mentioned, unfortunately, due to the Takeover Code, we won't be able to answer all the questions that we normally do. We effectively can only say what was disclosed in the long announcement, the Rule 2.7 announcement that was issued last night and released through our RNS this morning. The eagle-eyed amongst you might notice that we've been joined by Richard Crichton, representing Peel Hunt and Nomad, advisor on this transaction, and he's here to keep us honest. As you know, we do actually take pride in answering all the questions that we can on these calls, so we will do our best today, but please don't be surprised if there's some questions that we simply can't answer. The first question, how do you justify an offer 20% above the Ratio offer, especially when the Pharos board clearly thought this was a satisfactory price? Shall I take a stab? I don't know if Martin wants to add as well. Look, it doesn't really concern me too much what Ratio offered. We look at all M&A deals dispassionately. All we care about is, are we creating value for our shareholders? We believe this deal does. I think we demonstrated our discipline last year where, of course, it got leaked and the market knows that we were talking to EnQuest. Despite spending a lot of time working on a potential deal there, we ultimately walked away from it because we didn't believe we could do a deal at a level that would add significant value for our shareholders. We believe this one does. In addition to it being accretive and generating cash for us from day one, it also gives us that footprint in two regions where we can grow further. It has a strategic benefit as well as the direct value addition for shareholders. Maybe I'll just add that, look, as Chris said, we obviously look at things on their own merits and determine whether they can create value for Serica, and we certainly determined that this can. If you just look at some headlines, and then people use these numbers, and they're on the presentation, it's $8.40 per 2P barrel, which is less than we trade at, and it also compares quite favorably with recent transactions in both of the relevant countries. We're actually dealing with a company that has a lower effective tax rate than ours, and essentially, as Chris also indicated, no unfunded decommissioning liabilities. It's a different proposition in a sense to our business in that respect. I would just add that. Talking about the future focus of the business, there are more positive noises being made about the U.K. at the moment, or it seems that that's sort of what the early stages of the Burnham government are doing. Why are you not adding barrels in the North Sea? Well, we are. Look, our commitment to the U.K. doesn't change at all as a result of this. We can do deals like this. We can fund growth on the Pharos portfolio and continue to do everything we were planning to do in the U.K. What we presented at the Capital Markets Day doesn't change at all. As I mentioned in the presentation, we are in the market trying to secure a rig right now for a drilling program in the North Sea, and that's a really significant investment for us, completely unchanged as a result of doing this deal. We're not turning our backs on the North Sea. We're doubling down on the North Sea, I think this deal is complementary to that. I think this answers this question. I'll ask it anyway because we've had a couple of people who've just asked about whether our next M&A should be expected in Southeast Asia, therefore. I don't know. We're going to continue to be active in the U.K. and Asia. I think Martin has said this previously, and we talked about it at the Capital Markets Day. There's been a lot of consolidation in the North Sea. I don't think people should expect to see the same amount, the same volume of deals in the next 12 months as there have been in the previous 12 months. We continue to look for deals in the U.K. that can add value for us. Martin, you want to? No, very much that's what I was going to say. We see both as the areas where we're looking. We can't absolutely predict which one will come next. As Chris said, in the U.K. it's now going to be more about finding things that just provide a good complementary fit with our existing portfolio, I think, rather than necessarily the large deals that happened, not just by us, but by others last year. I think that leads us on probably quite straight into how does Egypt therefore fit with this strategy? Are these assets candidate for divestments, or is Serica intending to have a new hub in the country? Well, we see growth potential in these assets as well. Look, we weren't out there necessarily looking for a deal in Egypt. Historically, it's been a bit difficult because of the situation with not necessarily getting paid on time. As we said during the presentation, things have improved a lot in Egypt, and it's a supportive environment for E&P and plenty of opportunity on the assets that we're acquiring here. Look, if there's opportunities to add to that, of course, we'll consider that. Once we've got a footprint in a region, we will look to grow. Yeah, we'll be looking at other opportunities in Egypt, I'm sure. Moving on to Vietnam, especially in relation to the exploration box. Would Serica drill a well if a farm-out partner is not found? Is this something that you are happy to use your strong financial position on? I think it's a bit early to speculate on that, to be honest. We haven't had enough time to look at the exploration prospects in detail. We know there are some very large prospects there, it's also in very deep water. It would be quite an expensive well to drill, hence Pharos is looking to do a farm-out, I think we would want to do the same. We would be putting our efforts into doing a farm-out for something like that. It's not just the cost of an exploration well there. If you discover something, it's going to be a big development. It's going to be very costly. It would be great to have a partner in that rather than do it 100%. Quick questions for Martin, I think. Does Pharos have any U.K. tax losses? They do have U.K. tax losses, but the tax losses they have are not ring-fence tax losses. They've got regular tax losses. I don't think we should assume that we can meaningfully use those losses as a result of that. Can you confirm your commitment to maintaining the current dividend policy, and will it impact on the next dividend? Well, I already did say that, I think, in my remarks, but just to reiterate, we're not changing our dividend policy, which we announced at the CMD. As a part of policy, that's all I can comment. As far as the next dividend, we've got our results coming up on the 6th of August, and that's when we would typically be declaring an interim dividend. Yeah, I guess you'll have to wait till that because it's only a few days away. I think, Martin, while I have you, can you confirm the company's still on target to move to the Main Market? Absolutely. This deal doesn't change that. Funnily enough, Pharos themselves is listed on the Main Market, unfortunately, the mechanics of the deal that we're doing didn't enable us to sort of inherit that. Absolutely, it's still our objective to achieve that during this year. A question on whether or not we're operator on the assets now and as they are non-operated assets. How do you action identify further prospects as identified by your subsurface team if you are not the operator of the asset? Well, I mean, that's quite a common thing in joint ventures, we deal with that all the time, we have that issue in the U.K. as well. We would still plan to do exactly the same subsurface work as we do on operated assets. Then, the challenge is to convince the joint venture and the operator that those are investments that are worth going after. It's much the same as being an operator. Just because you're operator, you don't get to decide everything, and that's just the nature of joint ventures. I'd like to think that we would do the same high-quality subsurface work on all of these assets as we do on the ones that we have in the U.K. A question about the execution risk on this offer. The Ratio offer for Pharos was also a recommended offer. Is there a counteroffer risk here other than price that makes this more recommended? Well, I don't think it can be more recommended. I mean, our offer is obviously above the Ratio offer. The Pharos board determined to change their recommendation, which is natural in that circumstance. It is the case that Ratio has the ability, over a short time period, to consider matching. We'll see whether that happens. I suppose the other point I'd make is in terms of deliverability to actually get to completion, we believe that we've got a very robust and very compelling base on which to do that. We'll need the consent of both the Egyptian authorities and the Vietnamese authorities in order to do that. We certainly believe that we're very well-placed to do that. Obviously, working in close cooperation with the existing Pharos team to secure those approvals in the most timely fashion. Thank you very much. Moving on to the final questions now because I think unfortunately there are quite a lot here that we won't really be able to answer. First of all, a quick, people have asked it again, I think we've spoken about this. If you had a choice of further investment in Southeast Asia or Egypt, which one would you choose and why? Well, look, I think we'd evaluate it in exactly the same way as we do competing opportunities that we have in the North Sea. You have to do that dispassionately. You look at the rates of returns, the capital efficiency, and risk profile of things. I'm not going to sit here and say that I favor one country over another. Our job is to do what's best for our shareholders. That means which investments give the best returns with the lowest risk. I think we'd be agnostic about which country we're in. It's more about the quality of the investment case. Obviously, Serica is looking to acquire accretive assets that are being run by excellent people. Is the plan to essentially bring Pharos on board as a subsidiary? Well, I mean, it is absolutely the case that the Pharos entities will become subsidiaries. That's the method by which the acquisition's taking place. Obviously, we do have high regard for the team at Pharos who are operating and have built this business. As I commented in my remarks, certainly over the recent years, it's been well managed. We obviously respect that, and obviously we'll look to bring them in, and we'll look to build on the strength of their relationships, their knowledge in the relevant countries. Obviously, this is a different step out for us into jurisdictions that we're not present in today. Right. Last two questions now, I think. What is the time period that Ratio have to counter our offer? That's a slightly complicated question, although it sounds an easy question, because it's not the same on the difference of the arrangement. There are two different periods that apply, and I guess I'd suggest that people maybe look at the microsite information, and they can sort of figure that out. Okay, final question. I think I'd miss it if nobody had asked. Slightly off topic, but can you comment on Triton's current performance as reflected in production and uptime? I think we should say, by the way, we'll be giving our half-year results in just over a week's time on the 6th of August, I don't think we can say too much on that, but. We can't say anything about production levels or forecast or anything like that at the moment. I think we can confidently say that performance has been a lot better than last year, and Triton continues to produce on most days. That's probably about as far as I'd want to go right now. We can add that when we announced the RBL last week, we also effectively pre-disclosed our net cash position at the half year, the 30th of June. You can clearly see that the assets have been generating a lot of cash during the first half of the year. With apologies for those questions that we didn't ask, as always, I urge people to email me if they have questions they would like an answer to. I'll hand over to Chris now for some closing remarks. Okay. Thanks, Andrew. Hopefully we've got across the message that we're quite excited about this deal, and we like it. It's our first international acquisition, certainly since the three of us joined the company, although Serica does have roots in that part of the world. It's a value-accretive deal. It's cash generative from day one, complementary to our U.K. business, but also gives us a further platform for growth into new jurisdictions. What's not to like? That's great. Thank you, Andrew, Chris, Martin. Thank you for updating investors. I would please ask investors not to close this session as we'll now automatically redirect you for the opportunity to provide your feedback in order the company can better understand your views and expectations. Thank you once again for your time. That concludes today's
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