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Annual report
2023
Contents
North Energy at a glance .............................................................................................................. 3
CEO’s Statement ............................................................................................................................................. 5
Directors’ report ................................................................................................................................................ 8
Corporate Governance ..................................................................................................................... 20
Financial Statements & Notes ............................................................................................ 26
Responsibility Statement ............................................................................................................... 58
Shareholder Information ................................................................................................................ 59
Auditor’s report ................................................................................................................................................... 62
North Energy at a glance
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3
North Energy at a glance
North Energy ASA (“North Energy” or “The Company”) remains committed to our longstanding vision
of generating attractive shareholder returns through strategic investments across the energy value
chain and adjacent sectors. As an industrial investment company, we leverage our industry knowledge
to identify positions in assets aligned with the global energy trends and transitions. Our approach
emphasizes targeted value creation rather than passive holding, with a strategy of active ownership.
As energy landscapes evolve, the underlying investment prospects follow. Our commitment to driving
value through active asset optimization and stewardship persists as a core differentiation hallmark of The
Company’s identity.
2023 was a year of continued optimizing of asset allocation and liquidity
management. The Company has maintained its core industrial investments
in Reach Subsea ASA ("REACH") and Wind Catching Systems AS ("WCS")
alongside continued assessment of potential new holdings across the ener-
gy value chain. North Energy's key financial investment continued to be its
4% ownership interest in Touchstone Exploration throughout the year 2023.
Beyond Touchstone, North Energy's financial investments in 2023 consisted
of minor holdings in shares and bonds to optimize liquidity management,
with continued engagement in DNB's multicurrency credit facility utilizing
listed financial investments as collateral and placement of excess cash in
NOK denominated investment grade bonds.
The Company remained under the leadership of co-Chief Executive Officers
Rachid Bendriss and Didrik Leikvang in 2023. At the close of the fiscal year,
the Company had retained its compact operational structure, with the Oslo
headquarters staffed by 3 full-time employees in total. Backed by cohesive
leadership and efficient operations, North Energy remains well positioned
to carry its vision forward as it progresses into the coming year. The Com-
pany is listed on the Euronext Expand Oslo Stock Exchange with the ticker
“NORTH”.
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North Energy at a glance
MNOK 2023
2022
Earnings before tax 24.6 -13.1
Tax 0 0
Net result 24.6 -13.1
Total Assets 342.3 327.6
Equity 321.1 308.2
Equity % 94% 94%
Net asset value* 398.2 403.4
Market capitalisation 31.12** 246.4 252.4
* Net asset value is the market value of the company’s investments, cash and other assets less the company’s liabilities.
** Market capitalisation is the closing stock price at the end of the year multiplied by the number of shares in the company.
Key figures
Dear shareholder
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5
Global markets and economy
During the year 2023, North Energy continued
to develop the Company in accordance with
its overall strategic goals, while continuing to
remain cautious in light of the macroeconomic
outlook and the major currents affecting the
global economy. The year 2023 was complex
across most economies, as higher than normal
inflation continued to persist, despite rising
interest rates, and significant geopolitical events
globally. Supply chain disruptions and escalating
regional conflicts all contributed to major
uncertainty.
International share indices, however, performed
strongly during 2023 and we saw a significant
rebound for both stock and bond market
performances following a challenging 2022.
Strong performance of +24% in the S&P 500
index was mostly driven by outperformance
from large cap information technology
companies, with the technology sector up by
more than 55%. The S&P 500 outperformed
globally while the tech heavy Nasdaq 100 index
saw its highest performing year since 1999, with
an annual gain of 54%. Global GDP growth was
around 3% by most estimates – a reduction
from the years 2021-22, but clearly better than
expectations of recession towards the end
of 2023. Major economies avoided technical
recessions, benefiting from resilient labor
markets and beneficial financial conditions after
inflation peaked earlier in the year.
In the United States, annualized inflation,
as measured by Personal Consumption
Expenditure (PCE), cooled from its 40-year high
notched in June 2022 of 7.1% down to 2.4% by
January 2024 as the Federal Reserve’s serial rate
hikes achieved intended effect. This enabled the
Fed to shift to a slower pace of tightening late
in 2023, moderating borrowing costs as GDP
growth tapered to an estimated 1.4% on the year.
The Eurozone witnessed similar inflation relief,
with annualized inflation again dropping below
10% to close 2023 – high by historical standards,
but no longer universally “soaring” as earlier
after touching on double-digit figures in mid-
2022. With Eurozone unemployment still near
all-time lows, the area dodged recession despite
weakening output.
In totality, 2023 marked a year of significantly
slower global growth as policymakers
engineered demand pullbacks to restore price
stability. Although expectations for a global
recession mostly went unrealized, the various
sub-segments within the global economy
continue to move at differing speeds, depending
on their sensitivity to higher interest rates.
After the extreme volatility seen across energy
markets in 2022, the year 2023 saw some easing
Dear Shareholders!
The year 2023 in brief:
• Comprehensive income of 24.6 MNOK
• Dividend adjusted growth in net asset value of 2%
• Continued work on developing our portfolio of investments
6
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Dear shareholder
decade. Towards the end of 2023, we also
completed a small investment in Hunter Group,
which has entered into charter agreements for
VLCC vessels used in transportation of crude oil.
With a backdrop of a 20-year low order book for
new vessels we believe this presents an attractive
risk/reward outlook.
Further, in 2023 we made new investments in
bonds issued by Heimstaden AB, a leading owner
of residential real estate across Europe. As policy
makers have raised interest rates, the industry
faces higher cost of capital which is exerting
massive downward pressure on real estate
values, resulting in significant distress for many
companies. While we believe the process of value
adjustments to be a multi-year process, we also
believe that selective opportunities are starting
to emerge. Our investment in Heimstaden senior
debt was made at average discounts to par value
of more than 50%, and at expected IRRs of 30-
40% over a period of 3-4 years. We believe this
opportunity presents a compelling risk/reward
profile as the turmoil in the industry continues to
play out.
Outlook for 2024
At North Energy, we remain committed to
broadening our portfolio of industrial and financial
investments in the years to come. In this process,
identifying new investments at attractive prices
remains the core of our investment philosophy.
carries on with its commitment to pushing
boundaries while providing high quality services
to meet the global demand for energy.
Wind Catching Systems (“WCS”) is continuing to
develop its innovative floating wind technology,
with a core focus of making floating offshore
wind commercially attractive through maximizing
energy output (GWh) per unit of cost (capex/
opex) related to installing and operating offshore
wind capacity. The Windcatcher System, WCS’
flagship technology, while large, is moored to the
seabed like conventional systems with a design
that emphasizes reducing complexity, costs and
environmental impact. WCS remains committed
to sustainable and efficient transitioning to
cleaner energy.
Within the company’s financial investments, the
picture was mostly mixed with weak performance
by Touchstone Exploration as the key driver of
financial performance. During the year we have
broadened our investment portfolio beyond our
traditional focus on energy, with selective new
exposures in the medical industry, real estate and
shipping sectors.
Our investment in Thor Medical has significant
potential if the company can succeed in its
ambition to become a leading supplier of alpha-
particle emitters for cancer therapy, a market
expected to grow substantially over the next
in immediate pressures from the global energy
crisis, however with a backdrop of continued risks
of supply side disruptions, and higher energy
prices. Fossil fuel prices saw a decrease from the
2022 price peaks, but markets remained both
tense and volatile. Brent crude oil closed out the
year at a USD 77.04/bbl, with dips and spikes
throughout the year, seeing a high of USD 97.63/
bbl and a low of USD 72.9/bbl.
Natural gas prices were mostly weak throughout
the year driven by supply side growth, mostly
favorable weather conditions in combination with
significant shut-ins of industrial energy use.
In 2023, Reach Subsea continued its strategic and
financial expansion, which resulted in a significant
increase in both revenues and profitability. Full
year revenues increased from 1 163 MNOK in
2022, to 1 996 MNOK in 2023, an increase of 72%
Y/Y, which accompanied strong growth in EBIT
to reach a full year level of 332 MNOK. Reach
Subsea continues to invest in both new vessels
and equipment, in-order to enhance its service
capabilities both within the traditional offshore
and the growing renewable sectors. Another
significant event for Reach was the contract
award given by Equinor in December for services
in Brazil. The contract, secured in partnership
with OceanPact, marks a substantial expansion
in Reach Subsea’s order backlog and represents
a strategic move into the Brazilian market. Reach
Dear shareholder
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7
We are continuing to evaluate opportunities in
new energy technology, however as evidenced
by the challenges seen in the offshore wind
industry during the year 2023, the road towards
decarbonization is likely to be both long and
bumpy, which presents a challenge for many
early-phase technology companies which are
generally both highly capital intensive and
expected to be unprofitable for years to come.
Although the broader policy agenda indicates
a gradual shift towards renewable energy
production, the pathway towards this goal entails
massive inherent complexities. We continue to
remain firm believers in a future dominated by
energy production that is less carbon intensive,
however we are also keenly aware of the massive
challenges the world faces in the process of
decarbonizing the energy sector.
Going forward we will continue to take a prudent
approach in terms of identifying new investments
and to focus on opportunities allowing us to
further broaden our portfolio of investments.
Increased diversification and focus on industries
and sectors (other than energy) is likely to be
expected as we continue to grow North Energy as
an investment company over the years to come.
Rachid Bendriss
co-CEO
North Energy ASA
Didrik Leikvang
co-CEO
North Energy ASA
Directors’
report
Directors’ report
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9
Holdings constituted 75% of our portfolio at year
end 2023.
Financial Investments: Investments where we
seek to generate returns from opportunistic
and value based investing of our excess liquid
funds. Financial Investments constituted 25% of
our portfolio at year end 2023, with our holding
in Touchstone Exploration Inc as the largest
position in this segment.
The Board has considered whether North
Energy can be classified as an alternative
investment fund (AIF) subject to regulation by
the Financial Supervisory Authority of Norway
(Finanstilsynet). North Energy’s main strategy
as an industrial holding company is through its
ownership to exercise significant influence in the
various investment objects. The main purpose
is to get a return through owning companies
that generate value from their operations, and
not through buying and selling companies and
financial instruments. Against this background, it
is thus the Board's conclusion that North Energy
can not be classified as an AIF.
At the end of the year, North Energy had 3 full-
time employees, which is the same as the end of
2022.
Industrial Holdings: Investments where we seek
to generate long-term value creation by driving
strategic direction and strategic prioritization
through board representation. Industrial
Holdings currently consist of our investments in
Reach Subsea ASA and Wind Catching Systems
AS, where both are companies where we have
two representatives on the board. Industrial
North Energy’s current mandate from
shareholders is to own, manage and provide
financing for activities within the energy industry,
and other industries where the company has
relevant competence. The Company is an
industrial holding company with a portfolio
of independent investments, both listed and
unlisted, organized in two separate segments:
Board of Directors’ Report 2023
The business
North Energy ASA (“North Energy” or “Company”) was established in 2007 with the goal
of exploring commercial accumulations of oil and gas on the Norwegian Continental
Shelf (“NCS”). In May 2016, an extraordinary general meeting resolved a new strategy
and business model whereby North Energy would become an industrial holding
company pursuing investment opportunities in the energy sector. In July 2017, the
Board of Directors of North Energy decided to discontinue the Company’s petroleum
activities on the Norwegian Continental Shelf (“NCS”) and to close the subsidiary North
E&P, which was the base for all petroleum activities in North Energy. The closure of
North E&P and the simplification of the Company’s legal structure was completed
in 2020, resulting in a structure with only one legal entity, North Energy, holding all
investments and carrying out business activities. Towards the end of 2022, North
Energy established two new subsidiaries and moved the ownership of the company’s
shares in Reach Subsea ASA and Wind Catching Systems AS to each subsidiary
respectively. The Company’s business is conducted from its offices located in Oslo.
10
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Directors’ report
Important events
Market development
The global economy has during 2023 been
impacted by a mix of increasing geopolitical
tension, fuelled by the continued war in Ukraine,
re-escalation of the Israel-Palestine conflict, and
escalating trade and political tensions between
China and the Western world. Global inflation
peaked and eased throughout the year, while
central banks seemingly ended the phase of
continued rate hikes and entered a wait and see
phase. In the wake of this backdrop of tightening
monetary policy and reduced trade, global
growth slowed and unemployment increased
somewhat, although at a slower pace than many
had expected. As expectations of a soft landing
took hold, coupled with the perception that
the inflation and interest rate peaks are passed,
capital markets in general recovered and posted
strong performances in 2023.
Investment in Reach Subsea
Reach Subsea ASA (Reach) is a company listed
on Oslo Stock Exchange with the objective
to become a leading subsea service provider,
offering solutions to survey the seabed and
solutions for maintaining the integrity of the
client’s subsurface equipment and infrastructure.
During the year, Reach has delivered record
high results exceeding the previous record set
in 2022. The result is driven by high utilization,
improved pricing, and an increase in the scope
of services provided. Reach has continued the
development of the Reach Remote project, a
new innovative solution for providing subsea
services on a remote and autonomous basis,
reducing cost and risk to personnel and
eliminating carbon footprint. The first two
vessels are planned to be ready for commercial
operations in the 2024 season.
At the beginning of the year, Reach Subsea
carried out a NOK 125 million private placement
to finance (i) the equity portion of the
acquisition of the subsea vessel Viking Reach,
(ii) investments in necessary equipment and
mobilisation of three new vessels (Viking Reach,
Go Electra, and Olympic Triton), and (iii) working
capital and general corporate purposes. North
participated with NOK 20 million in the private
placement.
During the fourth quarter Reach Subsea
acquired the Australian survey specialist
Guardian Geomatics for a total consideration of
NOK 110 million, which was part settled through
the issuance of 15.5 million new shares. Following
this, North now holds an ownership stake of
18.7% in Reach Subsea.
The company is very well positioned for the
future, with a financially well performing existing
business, a solid plan in place for reshaping the
delivery model and backed by a strong financial
position with some NOK 331 million in cash and
working capital at the end of 2023.
The Reach-share has during the year provided
a total return, including dividends, of 11%,
equivalent to a value contribution of NOK
24.2 million to North Energy. North Energy
has a shareholding of 18.7% in Reach and is
represented with two members in the board of
the company.
Investment in Wind Catching Systems AS
Wind Catching Systems is a developer of floating
offshore wind technology and intends to enable
offshore wind operators and developers to
produce electricity at a cost that competes with
other energy sources, without subsidies. The
company is currently developing floating multi-
turbine technology expected to cut acreage
use by more than 80% and increase efficiency
significantly in comparison to conventional
floating offshore wind farms
Wind Catching Systems continued making good
progress in developing its innovative solution for
floating offshore wind production and attracted
further financial support through additional
grants from Enova. Further engineering work
has been performed in 2023 with key focus
areas being marine engineering and equipment
design in partnership with Tier 1 equipment
Directors’ report
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11
Other investments
North Energy has several minor investments
with a combined market value of approximately
NOK 52 million at the end of 2023, of which NOK
25 million are in corporate bonds and the rest in
listed and unlisted equities.
Tyveholmen AS, which is 50% owned and
accounted for as an associated company,
contributed with a profit of NOK 0.3 million in
2023.
Our portfolio of other minor investment,
consisting of both bonds and shares, contributed
with a 2023 return of NOK 7.9 million to North
Energy.
Thus, the event failed to become a catalyst for a
stronger share price development.
In December, Touchstone announced its 2024
capital budget and preliminary guidance.
The company plans to invest approximately
$33 million in 2024, with a significant portion
allocated to the Cascadura field and Coho
assets. Funds flow from operations is guided at
$32 million on a production forecast of 9,100-
9,700 boe per day, meaning that the company
intends to re-invest all of its cash flow. The 2024
budget reflects a strategy to deploy capital to
developmental drilling opportunities and fill
up existing natural gas liquids infrastructure
capacity. Current natural gas production is
running at approximately 40 MMCF per day,
while processing capacity is at 90 MMCF per
day and expandable to 200 MMFC per day.
The resulting effect of the events of 2023 was
that the Touchstone share price depreciated
by 16%, measured in NOK. We have during the
year utilized windows of share price surges to
reduce our position, thereby mitigating some
of the value loss from the weak year-over-year
share price performance. North Energy had an
ownership interest of 4.3% at year end 2023
and have reduced to below 4% after year end.
In total, our position in Touchstone Exploration
led to a 2023 NOK 5.9 million value reduction for
North Energy.
providers to optimise the operating performance
of the unit. Furthermore, discussions are ongoing
with respect to strategic partnerships and future
client adoption of the WCS concept.
North Energy has a shareholding of 22% in the
company and is represented on the board of
directors with one member and one observer.
Investment in Touchstone Exploration
Touchstone Exploration (TXP) is a Canadian
based company, being listed both on the
London and Toronto stock exchanges.
The company has during 2023 focused on
development and commissioning activities in
order to bring the Cascadura field on stream.
Touchstone Exploration entered 2023
with expectations that commencement of
production at Cascadura would transform
the company into a major gas producer with
substantial cash flows. However, as was the
case in 2022, continued delays in development
and commissioning pushed the start-up for
Cascadura to September.
Furthermore, performance of the Cascadura
field following start-up was short of both the
market’s expectations and company guidance.
Fourth quarter 2023 production from Cascadura
came in at 37 MMCF per day compared with
guidance and expectations at 55 MMCF per day.
12
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Directors’ report
positive figure this year, as well as last year, is
related to interest income.
The result before tax in 2023 is an income of NOK
24.6 million compared to a loss of NOK 13.1 million
reported last year. The income this year is mainly
due to a positive contribution from investments
in associates of NOK 42.5 million partly offset by
operating expenses of NOK 18.9 million.
Change in deferred tax in 2023 was nil, which
is the same as last year. The company has
deferred tax assets of NOK 15.3 million that are
not recognised in the balance sheet at the end
of the year.
Comprehensive income for the year 2023 was
NOK 24.6 million, compared to a loss for the year
2022 of NOK 13.1 million. The comprehensive
income amounts to both basic and diluted
earnings per share of NOK 0.21 this year, versus
negative NOK 0.11 per share in 2022.
Total assets at year-end were NOK 342.3 million,
up from NOK 327.6 million at year-end 2022.
The increase is mainly due to an increase in
book value of associated companies partly
offset by a reduction in the value of financial
investments.
Total equity at the end of the year was NOK
321.1 million, up from NOK 308.2 million at the
or the net result for the year, other than those
presented in the Directors’ report and the financial
statements.
Financial statements for the North Energy
Group
Revenues reported in 2023 was NOK 0.1 million
which is the same as in 2022. The revenue for
2023 is related to consultancy services. Payroll
and related expenses in 2023 were NOK 14.1
million, compared to NOK 9.3 million in 2022. The
increase this year compared to last year is due to
bonus payment to employees, wage adjustment,
increased employer’s tax and other items. Other
operating expenses in 2023 were NOK 3.3 million,
down from NOK 4.3 million in 2022.
Operating profit for 2023 was at NOK 24.0
million, versus an operating loss of NOK 14.0
million for 2022. The income this year is mainly
the result of income from associated companies
while the loss last year was strongly affected
by the negative change in the value of financial
investments. This year the investment in the
associated company Reach Subsea contributed
with a net result through profit and loss of NOK
44.4 million and the associated company Wind
Catching Systems contributed with a net loss of
NOK 4.2 million for the year.
Net financial items for 2023 were positive at NOK
0.7 million, versus NOK 1.0 million for 2022. The
As per year-end 2023, North Energy had NOK
405.1 million in total investments measured at
market value, while the net asset value was NOK
398.2 million. The corresponding figures from
2022 were NOK 409.8 million in investments and
NOK 403.4 million in net asset value. Adjusted
for dividends paid of NOK 11.7 million during
2023, net asset value increased by 2%.
Going concern
Pursuant to section 3-3a of the Norwegian
Accounting Act, the Board confirms the going
concern assumption and that the financial
statements are prepared on this basis. That
assumption rests on the Company’s financial
position, as well as forecast for 2024.
Comments on the annual financial
statements
The consolidated financial statements of North
Energy ASA have been prepared in accordance
with IFRS® Accounting Standards as adopted
by the EU (IFRS) and in accordance with the
additional requirements pursuant to the Norwegian
Accounting Act. The consolidated figures for 2023
and 2022 are for the Group consisting of North
Energy ASA and the subsidiaries North Industries 1
AS and North Industries 2 AS.
The Board is not aware of any significant
considerations that affect the assessment of the
Company’s position as of December 31, 2023,
Directors’ report
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13
Allocation of net profit
The Board of North Energy proposes that the net
loss of NOK 16.1 million in the parent company
is transferred to other equity. Further, based
on the dividend policy, the Board proposes to
distribute a cash dividend of NOK 0.10 per share
to shareholders. The total proposed dividend of
total NOK 11.9 million is subject to approval at the
Annual General Meeting.
Corporate governance
Corporate governance in North Energy is based
on the Norwegian code of practice for corporate
governance. A separate status report related
to the code has been included in this Annual
Report. Any non-compliance with the code is
specified and explained in the status report.
The Board intends to take account of all factors
relevant to the Company’s overall risk picture.
By doing so, it aims to ensure that the collective
operational and financial exposure is at a
satisfactory level. In accordance with market
practice for listed companies the Company has
purchased liability insurance to cover individual
and collective liability exposure for the board
members and CEO.
North Energy’s Articles of Association contain
no provisions which wholly or partly exceed
or restrict the provisions in chapter 5 of the
Norwegian Public Companies Act.
is mainly due to operating expenses while the
profit last year was mainly due to the gain on
the sale of the investments in Reach Subsea and
Wind Catching Systems to the subsidiaries North
Industries 1 AS and North Industries 2 AS.
Net cash flow for the parent company was NOK
2.7 million compared to negative NOK 36.9
million last year. The cash flow this year is mainly
from the net sale and purchase of financial
investments of NOK 40.1 million offset by cash
spent on operating activities of NOK 18.7 million,
loans paid to subsidiaries of NOK 11.2 million and
dividend paid of NOK 11.7 million while last year
negative cash flow was due to cash spent on
operating activities of NOK 27.2 million and net
cash spent on investing activities of NOK 17.4
million, partly offset by drawdown on the bank
facility of NOK 7.7 million.
The main difference in the statement of financial
position between the parent company and
the group are related to the valuation of the
subsidiaries using historical costs in the parent
company compared to the equity method in the
group.
The Board regards the Company’s financial
position as of end 2023 as solid.
end of 2022. The increase is explained by total
comprehensive income of NOK 24.6 million for
2023 less distribution of dividend of NOK 11.7
million. The Company’s equity ratio stood at 94.0
percent at the end of the year.
The Company has a multicurrency credit facility
with DNB for a total amount of NOK 49 million.
The Company uses listed financial investments
as collateral for the credit facility. At year-end the
Company has utilised NOK 13.6 million of the
facility.
North Energy recorded NOK 6.0 million in cash
at the end of the year. This is up from NOK 3.1
million at the end of last year. The net positive
cash flow of NOK 2.9 million in 2023, is mainly
due to net cash from investing activities of NOK
30.1 million and drawdown on the bank facility of
NOK 5.9 million offset by cash used in operating
activities of NOK 18.8 million and payment of
dividend of NOK 11.7 million. Available liquidity,
which includes cash and unutilised credit facility,
amounted to NOK 41.4 million.
The Company has no costs and no activities
related to research and development.
Financial statements for North Energy ASA
The parent company reported a loss of NOK
16.1 million for the year compared to a profit of
NOK 75.3 million last year. The loss this year
14
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Directors’ report
Market risk
With a growing investment business, North
Energy is exposed to market risk involving the risk
of changing conditions in the specific marketplace
in which the Company makes investments.
Sources of market risk include changes in market
sentiment as well as recessions, political turmoil,
changes in interest rates, natural disasters,
climate changes and regulatory changes related
to climate, and terrorist attacks. During 2023,
the continued war in Ukraine, the resurgence of
tensions in the Middle East, and growing political
tensions between China and the western world
continues to dampen the outlook for growth
in global trade. In the first half of 2023 inflation
surged to levels not seen since the 80s, while
central continued on a journey of tightening
monetary policies. However, at the end of the
year the inflation peak seems to have passed and
central banks have paused rate hikes and are
now monitoring the appropriate timing for easing
monetary policies. The global economy has held
up well through 2023, although recession risks
remain in place and can still impact financial
markets negatively.
Liquidity risk
The Group’s ongoing financing needs are
forecasted on a continuous basis, and the level
of activity is tailored to liquidity. The Company’s
primary source of funding is equity while the
primary source of cash income is dividend
income and interest income from investments.
the Board and the executive management. The
instructions for the Nomination Committee
specify its mandate and provide guidelines on its
composition and mode of working.
The Company’s Articles of Association provide
no guidance on the composition of the Board,
other than that it must comprise of three to nine
Directors. The articles do not authorise the Board
to purchase the Company’s own shares or to
issue shares.
Risk assessment
Overall objectives and strategy
North Energy’s financial risk management is
intended to ensure that risks of significance for
the Company’s goals are identified, analysed,
and managed in a systematic and cost-efficient
manner. The Company is exposed to financial
risk in various areas, as described below.
Monitoring of risk exposure and assessment
of the need to deploy financial instruments are
pursued continuously.
Operational risk
North Energy is an enterprise where operational
risk is closely related to its expertise and the
integrity of our IT systems. The Company
therefore devotes attention to developing
its expertise and organisation, ensuring that
measures for cyber security are up to date, and
to its management systems.
Several considerations, which collectively ensure
a good and broad composition, have been
considered when electing the Board. These
include an appropriate gender distribution, good
strategic, industry competence and financial
expertise, a good division between owner-
based and independent candidates. The Board
functions collectively as an Audit Committee.
Instructions have been developed and adopted
for the CEO, the Board and the Company’s
Nomination Committee. The instructions for
the Board specify its principal duties and the
responsibilities of the CEO towards the Board, as
well as guidelines for handling matters between
Directors’ report
|
15
Physical climate risk describes the potential
for physical damage and financial losses as a
result of increasing exposure to climate hazards
resulting from climate change. The impact of
physical climate risk on North Energy’s direct
business operation is regarded low.
Transition climate risks are business risks
related to a transition away from fossil fuels and
other greenhouse gas-emitting activities. The
impact of transitional climate risks on North
Energy’s investment business is somewhat
higher as these risks may impact the various
investments adversely. The rapid transition
away from energy production from traditional
fossil fuels might result in stranded assets,
increased capital expenditure, loss of market
share, legal liabilities from failing to comply
with regulatory requirements, for some of
the investments. To mitigate this risk, North
Energy manages and diversifies the portfolio
of investments by introducing investments in
companies benefiting from transitional climate
risks, such as Wind Catching Systems. Within
our industrial investment Reach Subsea, the
transitional climate risk is partly mitigated
by increasing services delivered to business
sectors benefiting from the energy transition
and the introduction of Reach Remote solution
that will dramatically reduce the carbon
footprint of subsea services and reduce the
personnel risk, amongst other.
HSE and the natural environment
The work environment in North Energy is
regarded as satisfactory. No incidents or
accidents relating to North Energy’s activities
were reported in 2023. North Energy’s goal is to
prevent any incidents or accidents to employees
or partners working with the Company and to
conduct business in a way that will not damage
the environment. Based on best judgement,
the Company’s employees will conduct their
operations in a safe, environmentally responsible,
and ethically sound manner. North Energy
will remain focused on protecting health of
employees and communities and continue to
follow advice from public health officials.
Climate risk
Climate risk is the potential for climate change
to create adverse consequences for human or
ecological systems. This includes impacts on
lives, livelihoods, health and wellbeing, economic,
social and cultural assets and investments,
infrastructure, services provision, ecosystems
and species. For North Energy, it can be defined
in practical terms as the measure of vulnerability
to climate-related impacts that have financial
consequences, or that may affect various
aspects of financial performance. There are two
types of climate risk that the company need to
be aware of: physical climate risk and transition
climate risk.
North Energy has a solid balance sheet and a
sound financial situation with limited liabilities.
Also, it is North Energy’s assessment that the
main investments have sound financial positions,
limiting the risk of unforeseen requirements
for liquidity contributions from North Energy.
However, changes in business conditions
might weaken our main investment’s financial
positions, which might affect North Energy’s
liquidity longer term.
Interest rate risk
As of year-end 2023 the Company is directly
exposed to interest rate changes as the
company has partly utilized the new credit
facility. Fluctuations in interest rates may also
affect the financial position of and the market
valuation of our investments and through that
affect our equity.
Credit risk
The Company’s receivables are as of end 2023
marginal and the risk of bad debts is, therefore,
considered low.
Foreign exchange
The foreign exchange risk through transactions
is low due to limited volumes. However, the
Company invest in securities that are registered
in foreign currencies and are through these
investments exposed to exchange rate
fluctuations.
16
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Directors’ report
remuneration report for 2023 will be put forth
the Annual General Meeting in 2024 and is
published together with the annual report. The
remuneration report can be found on
www.northenergy.no
Corporate social responsibility (“CSR”)
North Energy’s vision is to be a successful and
respected investment company with focus on
long term value creation. The Company stands
forward as an industrial investment company,
based on active ownership, and with a growing
portfolio of investments.
North Energy’s current mandate from
shareholders is to own, manage and provide
financing for activities within the energy industry,
and other industries where the company has
relevant competence. The Company is an
industrial holding company with a portfolio of
independent investments, both listed and unlisted,
organized in two segments being Industrial
holdings and Financial Investments.
North Energy’s most important contribution to
society is to create value and invest in companies
that operate in an environmentally, ethically,
and socially responsible manner. The Board
of North Energy gives emphasis to a positive
contribution being made by the Company
to those sections of society affected by its
operations, while simultaneously looking after
Human resources and equal opportunities
North Energy had at the end of the year three
employees, and the Company office is in Oslo.
North Energy aims to have a good gender
balance and is an equal opportunity employer
irrespective of gender, religion, race, disability,
national origin, or age. Currently there are only
male employees, however, future recruitments
will be based on the principle of equal
opportunity.
At the Company’s General Meeting in May 2023,
the Board of Directors were re-elected. Out of the
three directors elected, one is female.
The rate of absence due to illness during 2023
was below 1 per cent of total hours worked.
The Board considers it to be of importance that
employees regard North Energy as a safe and
motivating workplace.
Remuneration is determined in accordance
with the content of the work and the
employee’s qualifications. The remuneration
of the executive management is described
in the notes to the financial statements.
Also, in accordance with the Public Limited
Liability Companies Act § 6-16, the guidelines
for remuneration to senior executives in
North Energy ASA was adopted by the
Annual General Meeting in 2022. The signed
Directors’ report
|
17
North Energy follow the OECD guidelines for due
diligence assessments. In the assessment, we
have looked at how large purchases we make
from each individual supplier, which countries
they operate in and whether they have their own
goals and processes to safeguard human rights
and good working conditions. The outcome of the
assessment will be published within the deadline
30 of June 2024 on www.northenergy.no.
Ownership
North Energy had 1,887 shareholders at year-end
2023 and the top 20 owners together held 65.5
percent of the shares in the North Energy. The
share price on the last day of trading in 2023
was NOK 2.07, while on the last day of trading
in 2022 the share price was NOK 2.12. The share
price peaked at NOK 2.41 on 14 July, while the
lowest price in 2023 was NOK 1.895 on 26 June.
As per the 27 February 2024, the share price was
NOK 2.31 representing a market capitalisation of
North Energy of NOK 275 million.
Outlook
As we enter 2024 the global economy is in
better shape than expected a year ago. Inflation
is falling in most regions of the world and some
central banks have signalled likely interest rate
cuts in 2024. However, risks remain as higher
interest rates work their way through the
economy and geopolitical tensions continue to
create volatility.
North Energy has developed a policy statement
which further describes its commitment to CSR.
The document is published on
www.northenergy.no.
Transparency Act
The Transparency Act is intended to help
us reduce the risk of businesses causing or
contributing to violations of human rights. It also
contributes to the fact that we must do our part
to ensure decent working conditions with our
suppliers, as well as with ourselves.
The Act shall promote companies' respect
for basic human rights and decent working
conditions. This applies to the company's own
business, suppliers and the value chain of the
suppliers. The law requires, among other things,
the businesses to carry out due diligence
assessments in order to understand the risk of
possible breaches - and to introduce measures
where necessary. Furthermore, the business has
a duty to inform about what is used as a basis for
the due diligence assessments and the results of
these.
North Energy runs its business without this
coming at the expense of basic human rights
and decent working conditions. Therefore,
North Energy has carried out a due diligence
assessment of its own and suppliers' operations.
the interests of its owners. The Company follows
this up by integrating social and environmental
considerations in its strategy, procedures, and
day-to-day operations.
The operations of the company North
Energy ASA have negligible effect on the
external environment. The company has
implemented internal procedures to comply
with, amongst other, the Transparency Act
in order to secure basic human rights and
decent working conditions including a good
working environment, equal opportunities and
non-discrimination and in addition combating
corruption and bribery.
As a significant shareholder in several companies,
North Energy works to promote businesses that
are responsible and sustainable, including the
financial, social, and environmental consequences
of the operations. This is demonstrated by the
company’s main industrial investment, Reach
Subsea, with the launch of the Reach Remote
solution. This is an innovative service solution
which will virtually eliminate carbon footprint
when brought to market later in 2024. Further
the Company’s main financial investment,
Touchstone Exploration, emphasizes on recruiting
local staff and have a high degree of female
employees. Touchstone is committed to working
with partners both at national and local levels to
ensure high environmental standards in Trinidad.
18
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Directors’ report
intensive, however we are also keenly aware of
the massive challenges the world faces in the
process of decarbonizing the energy sector.
Going forward we will continue to take a
prudent approach in terms of identifying new
investments and to focus on opportunities
allowing us to further broaden our portfolio of
investments. Increased diversification and focus
on industries and sectors (other than energy)
is likely to be expected as we continue to grow
North Energy as an investment company over
the years to come.
technology, however as evidenced by the
challenges seen in the offshore wind industry
during the year 2023, the road towards
decarbonization is likely to be both long and
bumpy, which presents a challenge for many
early-phase technology companies which are
generally both highly capital intensive and
expected to be unprofitable for years to come.
Although the broader policy agenda indicates
a gradual shift towards renewable energy
production, the pathway towards this goal entails
massive inherent complexities. We continue
to remain firm believers in a future dominated
by energy production that is less carbon
Looking ahead to 2024, the International
Monetary Fund (IMF) projects that global growth
will rise to 3.1%, up from an estimated 2.9% in
2023. The IMF also states that risks to global
growth remain skewed to the downside as
inflation remains elevated and interest rates are
set to stay higher for a longer period.
At North Energy, we remain committed to
broadening our portfolio of industrial and
financial investments in the years to come.
In this process, identifying new investments
at attractive prices remains the core of our
investment philosophy. We are continuing
to evaluate opportunities in new energy
Oslo, 19 March 2024
Anders Onarheim Elin Karfjell Jogeir Romestrand
Chair Director Director
Rachid Bendriss Didrik Leikvang
co-CEO co-CEO
Directors’ report
|
19
20
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Corporate Governance
The following information is presented according
to the same structure as the code and contains
the same 15 main elements.
1. Implementation and reporting on corpo-
rate governance
It is the executive management’s job to ensure
that the areas of responsibility, individually and
collectively, are prioritized according to the Com-
pany’s values and business codes. The Company
has established clear guidelines for corporate
social responsibility. These can be found on the
Company’s website, www.northenergy.no.
2. The business
North Energy’s business purpose is to directly or
indirectly own, manage and provide financing for
activities within the energy industry, and other
industries where the company has relevant
competence.
North Energy targets to become a successful
and respected investment company. The Com-
pany will achieve this through solid fundamental
analysis and a focus on long-term value creation.
Where relevant, the company seeks to create val-
ue for the shareholders in a sustainable manner.
Corporate Governance
Pursuant to section 3, sub-section 3b of the Norwegian Accounting Act, North Energy is required to include a description of its
principles for good corporate governance in the Directors’ report of its Annual Report or, alternatively, refer to where this information
can be found. The Norwegian Corporate Governance Board (NCGB) has issued the Norwegian code of practice for corporate
governance (the code), which can be found at www.nues.no. Observance of the code is based on the “comply or explain” principle,
which means that companies must explain either how they comply with each of the recommendations in the code or why they
have chosen an alternative approach.
The Euronext Oslo Stock Exchange requires that listed companies on Oslo Børs and Euronext Expand provide an explanation of
their corporate governance policy annually. Current requirements for companies listed on the Oslo Stock Exchange can be found at
https://www.euronext.com/en/markets/oslo.
Corporate Governance
|
21
North Energy’s Articles of Association specify
clear parameters for its operations, while its
vision, goals and strategies are at the core of its
management philosophy and operations.
3. Equity and dividends
The Board of Directors adopted a new dividend
policy valid from the accounting year 2022,
which states that “The Company intends to
distribute an annual dividend that approximates
3% of year end Net Asset Value”. In accordance
with the policy, the Board intends to propose a
dividend of NOK 0.10 per share for 2023. The
Company’s dividend policy is also outlined on its
website.
The Company has a strong financial platform
and a solid foundation for executing its strategy
as an industrial investment company. Going
forward, available financial funds are expected to
be deployed to support this core strategy.
All proposals from the Board concerning divi-
dends must be approved by shareholders at the
General Meeting to ensure that the Company’s
equity and dividend are consistent with its objec-
tives, strategies, and risk profile.
Equity as of December 31, 2023, for the group
was NOK 321 million, compared with NOK 308
million at year-end 2022, giving an equity ratio of
94 per cent, which is at the same level as year-
end 2022.
Equity for the parent company was NOK 369
million at year-end 2023, compared to NOK 397
million at year-end 2022. The decrease in equity
from last year is mainly due to a loss of NOK 16.1
million for the year and dividend payment of
NOK 11.7 million.
The Company has a multicurrency credit facility
with DNB for a total amount of NOK 49 million
where the Company uses listed financial invest-
ments as collateral. This gives the Company
more flexibility when it comes to liquidity man-
agement.
Cash and cash equivalents totaled NOK 6 million
as of December 31st while the credit facility was
utilized with NOK 13.6 million. Available liquidity
of NOK 41.4 million, which consist of cash and
unutilized credit facility, is regarded as satisfacto-
ry in relation to the Company’s future obligations.
At the AGM on June 9, 2023, the Company’s
Board was granted authorization to increase the
share capital with 11,904,706 shares, equaling an
increase of 10 per cent. At present, this authoriza-
tion is not used.
4. Equal treatment of shareholders and trans-
actions with close associates
Should North Energy be a party to any trans-
action that may involve a close associate of the
Company or other companies that Directors,
senior executives or their close associates have a
significant interest in, whether directly or indi-
rectly, the parties concerned must immediately
notify the Board. All such transactions must be
approved by the Chief Executive Officer and the
Board and, where required, a market notification
must be sent.
5. Freely negotiable shares
The North Energy share is listed on the Euronext
Expand Oslo exchange. All shares are freely ne-
gotiable. The Articles of Association impose no
restrictions on the negotiability of the share.
6. General Meetings
The AGM is North Energy’s highest authority.
The Company’s AGM in 2023 was held in accord-
ance with the Public Companies Act.
The Board endeavors to ensure that the General
Meeting is an effective forum for communication
between the Board and the Company’s share-
holders. Thus, the Board makes provision for the
highest possible participation by the Company’s
owners at the General Meeting. Notice of the
meeting and supporting documentation for
items on the agenda are made available on the
Company’s website no later than 21 days before
the General Meeting. Provision is also made for
shareholders to vote in advance of the Compa-
ny’s General Meeting, and elections are organ-
ized such that it is possible to vote individually
22
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Corporate Governance
for candidates nominated to serve in the Com-
pany’s elected bodies. Shareholders who cannot
attend the General Meeting in person are able
to appoint a proxy to vote on their behalf. Proxy
forms are provided that allow the proxy to be
instructed how to vote on each agenda item.
The Board determines the agenda for the
General Meeting. However, the most important
items on the agenda are dictated by the Public
Companies Act and the Company’s Articles of
Association. Meeting minutes are published on
the Company’s website the day after the General
Meetings, at latest.
7. Nomination Committee
The Nomination Committee submits recommen-
dations for candidates to be elected, along with
a justification, to the General Meeting, as well as
nominates the Chair of the Board. Furthermore,
the Committee will submit substantiated propos-
als for the remuneration of Directors and rec-
ommend Committee members. Establishment
of the Committee is stipulated by the Articles of
Association, and its work is regulated by instruc-
tions adopted by the General Meeting.
Nomination Committee members serve inde-
pendently of the Board, and the Company’s
executive management. Members of the Com-
mittee receive a fixed remuneration which is
not dependent on results. The General Meeting
Corporate Governance
|
23
tee’s duties would be discharged directly by the
Board. Likewise, the duties of the Compensation
Committee, established by the Board in 2014,
is now handled directly by the Board following
a resolution in a Board meeting in 2017. The
objective of the Compensation Committee is to
ensure that compensation arrangements sup-
port the Company’s strategy and enable it to
recruit, motivate and retain managers of a high
standard, while complying with requirements set
by governing bodies, fulfilling shareholder expec-
tations and being in line with the expectations of
the rest of the workforce. The Board conducts an
annual evaluation of its work, competence, and
performance.
Five board meetings were held in 2023. The
meetings were conducted as a combination of
physical attendance and attendance by video/
audio conferences. The attendance at the meet-
ings from the Board members were 100%.
10. Risk management and internal control
Strict standards are set for the Company’s inter-
nal control and management system. Work on
further development and improvement of North
Energy’s management system and associated
documentation is a priority job in the Company’s
corporate governance and risk management.
Emphasis have been put on developing risk
systems and internal control procedures adapt-
ed to the Company’s strategy as an investment
driss and Mr. Didrik Leikvang has fulfilled the
roles as co-CEO of the company while Mr. Rune
Damm holds the role as CFO.
9. The work of the Board of Directors
The Board’s work is regulated by instructions. Its
duties consist primarily of managing North En-
ergy, which includes determining the Company’s
strategy and overall goals, approving its action
program, and ensuring an acceptable organi-
zation of the business in line with the Compa-
ny’s Articles of Association. The Board can also
determine guidelines for the business and issue
orders in specific cases. The Board must look
after North Energy’s interests, and not act as
individual shareholders.
A clear division of responsibility has been es-
tablished between the Board and the executive
management. The Chief Executive is responsible
for operational management of the Company
and reports regularly to the Board. The admin-
istration is responsible for preparing matters for
board meetings. Ensuring that the work of the
Board is conducted in an efficient and correct
manner in accordance with relevant legislation
is the responsibility of the Chair. The Board
ensures that the auditor fulfils a satisfactory and
independent control function. It presents the
auditor’s report to the General Meeting, which
also approves the remuneration of the auditor.
It was resolved in 2014 that the Audit Commit-
decides on all recommendations made by the
Committee.
The members of the Nomination Committee are
Hans Kristian Rød (Head), and Merete Haugli.
8. Board of Directors: composition and inde-
pendence
Following the recommendation from the Nom-
ination Committee approved at the AGM, the
Board consists of two men and one woman who
serve as shareholder-elected Directors. All have
broad experience. The Directors provide indus-
try-specific professional expertise and experi-
ence from national and international companies.
More information on each Director is available at
www.northenergy.no.
Shareholder-elected Directors are elected for
two-year terms. Elections are conducted in such
a way that new directors can join the board
every year.
Apart from Chairman Anders Onarheim, North
Energy regards its Directors as independent
of the Company’s executive management and
significant business partners. At present, all three
Directors own shares directly or indirectly in
North Energy. No director holds options to buy
further shares.
There has been no change in the management
of the company during 2023. Mr. Rachid Ben-
24
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Corporate Governance
13. Information and communications
North Energy keeps its shareholders and inves-
tors regularly informed about its commercial and
financial status. The Board is conscientious that
all stakeholders shall receive the same infor-
mation at the same time, and all financial and
commercial information is made available on
the Company’s website simultaneously. Stock ex-
change announcements are distributed through
www.newsweb.no and made available on the
Company’s website.
The annual financial statements for North En-
ergy are made available on its website at least
three weeks before the General Meeting. Interim
reports are published within two months after
the end of each quarter. North Energy publishes
an annual financial calendar which is available
on the Oslo Stock Exchange website and on
www.northenergy.no. The Board emphasizes
openness and equal treatment in relation to all
relevant parties in the market and strives always
to provide as correct a picture as possible of the
Company’s financial position.
14. Takeovers
North Energy’s Articles of Association contain no
restrictions on or defense mechanisms against
the acquisition of the Company’s shares. In
accordance with its general responsibility for the
management of North Energy, the Board will act
in the best interests of all the Company’s share-
and none have received compensation from the
Company other than normal Directors’ fees.
12. Salary and other remuneration of execu-
tive personnel
On 9 May 2022 the AGM adopted the proposal
from the Board of Directors for new guidelines
for remuneration to senior executive in North
Energy ASA. The guidelines are compliant with
the requirements as set out in the Public Limited
Liability Companies Act § 6-16 a, and the Regula-
tions on guidelines and report on remuneration
for senior executives.
The Board determines the remuneration of the
senior executives, and the remuneration is de-
termined on the basis of an overall assessment
where the main emphasis in the variable part of
the remuneration is based on achieved results
and implementation of the strategy plan based
on the company’s values and ethical guidelines,
The Board is also considering the responsibility
involved, qualifications, the complexity of the
work and the results achieved.
The Board issues a yearly remuneration report
according to the requirements as set out in the
Public Limited Liability Companies Act § 6-16 b,
and the Regulations on guidelines and report
on remuneration for senior executives § 6. The
report should be approved at the Annual Gener-
al Meeting.
company. The Company’s management system
is a good tool for the executive management
and the workforce and reduces the risk of errors
and misunderstandings. The system facilitates
collaboration and learning and ensures continui-
ty in the execution of the company’s processes.
The executive management regularly follow up
conditions which could pose a financial risk to
the Company, and reports these to the Board.
Reporting to the Board by the Company gives
emphasis both to the on-going risk in daily oper-
ations and to risk associated with the investment
opportunities presented. In addition, the Board
carry out an overall risk assessment at least
twice a year which takes account of all the Com-
pany’s activities and the exposure these involve.
The Board does also at regular intervals have the
auditor’s assessments of financial risk presented.
11. Remuneration of the Board of Directors
The Nomination Committee recommends the
Directors’ fees to the General Meeting, and takes
account of their responsibility, qualifications, time
spent and the complexity of the business. Direc-
tors’ fees are not profit-related. North Energy has
not issued any options to its shareholder-elected
Directors.
None of the shareholder-elected Directors have
undertaken special assignments for North En-
ergy other than those presented in this report,
Corporate Governance
|
25
of these meetings, the auditor makes a presenta-
tion to the Board without the executive manage-
ment being present. The auditor presents a
declaration of independence and objectivity.
Relations with the auditor are regularly reviewed
by the Board to ensure that the auditor exercises
an independent and satisfactory control function .
The Board presents the auditor’s fee to the Gener-
al Meeting for approval by the shareholders.
15. Auditor
The annual financial statements are audited by
PricewaterhouseCoopers AS. The Board receives
and considers the auditor’s report after the finan-
cial statements for the relevant year have been
audited. The auditor submits an annual plan for
the conduct of audit work and attends board
meetings when the consideration of accounting
matters requires their presence. In at least one
holders in such an event. Unless special grounds
exist, the Board will not seek to prevent takeover
offers for the Company’s business or shares.
Should an offer be made for the shares of North
Energy, the Board will issue a statement with its
recommendation as to whether shareholders
should accept it.
Oslo, 19 March 2024
Anders Onarheim Elin Karfjell Jogeir Romestrand
Chair Director Director
Rachid Bendriss Didrik Leikvang
co-CEO co-CEO
Financial
Statements
& Notes
Financial Statements & Notes – North Energy
|
27
Financial Statements
Income statement
PARENT COMPANY
GROUP
2023
2022
(NOK 1 000)
Note
2023
2022
72
113
Sales
72
113
(14 078)
(9 252)
Payroll and related expenses
5
(14 078)
(9 252)
(1 467)
(1 537)
Depreciation and amortisation
10, 15
(1 467)
(1 537)
(3 117)
(4 233)
Other operating expenses
6
(3 319)
(4 273)
245
(37 526)
Change in fair value of financial investments
20,
2
24 5
(37 526)
299
126 223
Net result from investments in associates
18
42 521
38 435
(18 047)
73 788
Operating profit/(loss)
23 974
(14 041)
3 602
1 855
Financial income
16
2 347
1 308
(1 697)
(339)
Financial expenses
16
(1 697)
(339)
1 905
1 515
Net financial items
650
9 69
(16 141)
75 303
Profit/(loss) before income tax
24 624
(13 072)
0
0
Income tax
14
0
0
(16 141)
75 303
Profit/(loss) for the year
24 624
(13 072)
Attributable to:
(16 141)
75 303
Owners of North Energy ASA
24 624
(13 072)
(16 141)
75 303
24 624
(13 072)
Earnings per share (NOK per share)
(0.14)
0.63
- Basic
12
0. 2 1
(0. 11)
(0.14)
0.63
- Diluted
12
0. 2 1
(0. 11)
28
|
Financial Statements & Notes – North Energy
Statement of comprehensive income
PARENT COMPANY
GROUP
2023
2022
(NOK 1 000)
Note
2023
2022
(16 141)
75 303
Profit/(loss) for the year
24 624
(13 072)
Other comprehensive income, net of tax:
0
0
Total other comprehensive income, net of tax
0
0
(16 141)
75 303
Total comprehensive income/(loss) for the year
24 624
(13 072)
Attributable to:
(16 141)
75 303
Owners of North Energy ASA
24 624
(13 072)
(16 141)
75 303
24 624
(13 072)
Financial Statements & Notes – North Energy
|
29
Statement of financial position
PARENT COMPANY
GROUP
ASSETS
31/12/23
31/12/22
(NOK 1 000)
Note
31/12/23
31/12/22
ASSETS
Non-current assets
155
189
Property, plant and equipment
15
155
189
4 809
6 011
Right-of-use assets
10
4 809
6 011
256 128
120
Investments in subsidiaries
0
0
4 640
4 341
Investments in associates
18
224 982
171 610
0
0
Deferred tax asset
14
0
0
0
0
Other receivables
0
0
265 732
10 661
Total non-current assets
229 946
177 810
Current assets
3 483
3 525
Trade and other receivables
7
3 483
3 645
12 052
255 604
Loan to subsidiaries
13
0
0
102 962
143 069
Financial investments at fair value through profit or loss
20
102 962
143 069
5 720
3 056
Cash and cash equivalents
8
5 952
3 056
124 217
405 254
Total current assets
112 397
149 770
389 949
415 915
Total assets
342 343
327 580
30
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Financial Statements & Notes – North Energy
Statement of financial position
EQUITY AND LIABILITIES
31/12/23
31/12/22
(NOK 1 000)
Note
31/12/23
31/12/22
119 047
119 047
Share capital
9
119 047
119 047
(3 411)
(3 411)
Treasury shares
9
(3 411)
(3 411)
838 653
850 378
Share premium
838 653
850 378
30 691
30 691
Other paid-in capital
30 691
30 691
(616 242)
(600 101)
Retained earnings
(663 852)
(688 476)
368 737
396 604
Total equity
321 128
308 229
Liabilities
Non-current liabilities
0
0
Deferred tax liability
14
0
0
3 492
4 802
Leasing liabilities
10
3 492
4 802
0
0
Other non-current liabilities
11
0
0
3 492
4 802
Total non-current liabilities
3 492
4 802
Current liabilities
13 575
7 723
Current borrowings
13 575
7 723
1 458
1 325
Leasing liabilities, current
10
1 458
1 325
101
46
Trade creditors
103
46
0
0
Tax payable
14
0
0
2 587
5 415
Other current liabilities
11
2 587
5 455
17 721
14 509
Total current liabilities
17 723
14 549
21 212
19 311
Total liabilities
21 215
19 351
389 949
415 915
Total equity and liabilities
342 343
327 580
Oslo, 19 March 2024
Anders Onarheim Elin Karfjell Jogeir Romestrand
Chair Director Director
Rachid Bendriss Didrik Leikvang
co-CEO co-CEO
Financial Statements & Notes – North Energy
|
31
Statement of changes in equity
GROUP
Other
Share
Treasury
Share
paid-in
Retained
Total
(NOK 1 000)
capital
shares
premium
capital
earnings
equity
Equity at 1 January 2022
119 047
(3 411)
850 378
30 691
(675 404)
321 301
Total comprehensive income for 01.01.22-31.12.22
(13 072)
(13 072)
Equity at 31 December 2022
119 047
(3 411)
850 378
30 691
(688 476)
308 229
Total comprehensive income for 01.01.23-31.12.23
24 624
24 624
Paid dividend
(11 725)
(11 725)
Equity at 31 December 2023
119 047
(3 411)
838 653
30 691
(663 852)
321 128
PARENT COMPANY
Other
Share Treasury Share paid-in Retained Total
(NOK 1 000) capital shares premium capital earnings equity
Equity at 1 January 2022 119 047 (3 411) 850 378 30 691 (675 404) 321 301
Total comprehensive income for 01.01.22-31.12.22 75 303 75 303
Equity at 31 December 2022 119 047 (3 411) 850 378 30 691 (600 101) 396 604
Total comprehensive income for 01.01.23-31.12.23 (16 141) (16 141)
Paid dividend (11 725) (11 725)
Equity at 31 December 2023 119 047 (3 411) 838 653 30 691 (616 242) 368 737
32
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Financial Statements & Notes – North Energy
Cash flows statement
PARENT COMPANY
GROUP
2023
2022
(NOK 1 000)
Note
2023
2022
Cash flows from operating activities
(16 141)
75 303
Income before income tax
24 624
(13 072)
Adjustments:
1 467
1 537
Depreciation
10, 15
1 467
1 537
0
258
Pensions
0
2 58
(245)
37 526
Change in fair value of financial investments
20
(245)
37 526
(299)
(126 223)
Net result from investments in associates
18
(42 521)
(38 435)
241
164
Interest costs on lease debt
24 1
164
844
15
Interest costs on bank facility
17
8 44
15
55
16
Changes in trade creditors
57
16
(4 636)
(14 186)
Changes in other items
11
(3 300)
(13 719)
(18 714)
(25 589)
Net cash flows from operating activities
(18 831)
(25 709)
CASH FLOWS FROM INVESTING ACTIVITIES
(17)
(84)
Purchase of property, plant and equipment
15
(17)
(84)
0
(3 167)
Investment in associates
18
(20 000)
(3 167)
0
0
Divestment of associates
0
0
0
8 303
Dividends from associates
18
9 150
8 303
0
3 000
Distribution from associates
0
3 000
(41 826)
(89 472)
Purchase of financial investments
17
(41 826)
(89 472)
82 772
64 094
Proceeds from sales of financial investments
17
82 772
64 094
(11 200)
0
Loan to subsidiaries
0
0
0
(120)
Investment in subsidiaries
18
0
0
29 730
(17 446)
Net cash flows from investing activities
30 078
(17 326)
CASH FLOWS FROM FINANCING ACTIVITIES
(11 725)
0
Dividends paid
9
(11 725)
0
5 852
7 723
Drawdown bank facility
17
5 852
7 723
(844)
(15)
Interest costs on bank facility*
17
(844)
(15)
(1 634)
(1 604)
Lease payments including interests*
(1 634)
(1 604)
(8 351)
6 104
Net cash flows from financing activities
(8 351)
6 104
2 665
(36 931)
Net change in cash and cash equivalents
2 896
(36 931)
3 056
39 986
Cash and cash equivivalents at 1 January
8
3 056
39 986
5 720
3 056
Cash and cash equivivalents at 31 December
8
5 952
3 056
* The cash flow related to interest costs on bank facility and lease payments including interests are reclassified to financing activities for presentation purposes.
Financial Statements & Notes – North Energy
|
33
34
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Financial Statements & Notes – North Energy
NOTE 1 General information
The financial statements of North Energy were approved by the Board of
Directors and the Co-CEOs on March 19, 2024.
North Energy ASA is a public limited Group incorporated and domiciled in
Norway, with its main office located in Oslo. The Group’s shares were listed
on former Oslo Axess (now Euronext Expand), an exchange regulated by
the Euronext Oslo Stock Exchange, on February 5, 2010. The Group's ticker
is NORTH.
In December 2022, North Energy ASA established two new fully owned
subsidiaries, North Industries 1 AS and North Industries 2 AS, with the
purpose of holding the investments in Reach Subsea ASA and Wind
Catching Systems AS respectively. Figures for 2022 and 2023 represent the
consolidated financials for the Group as well as the financials for the parent
Company.
NOTE 2 Summary of significant accounting policies
The principal accounting policies applied in the preparation of these
financial statements are laid out below. Unless otherwise stated, these
policies have consistently been applied to all periods presented.
2.1 Basis for preparation
The group consolidated and the parent company financial statements have
been prepared in accordance with IFRS® Accounting Standards as adopted
by the EU (IFRS) and certain requirements in the Norwegian Accounting
Act.
The group financial statements for North Energy ASA include the
subsidiaries as described in note 1. The accounting policies are applied
consistently when consolidating ownership interests in subsidiaries and
are based on the same reporting periods as those used for the parent
company. When preparing the consolidated financial statements, intragroup
transactions and balances, along with gains and losses on transactions
between group units, are eliminated.
2.2 Investment in associates
Associates are all entities over which the Group has significant influence but
not control or joint control. This is generally the case where the Group holds
between 20% and 50% of the voting rights. Investments in associates are
accounted for using the equity method of accounting, after initially being
recognised at cost.
Under the equity method of accounting, the investments are initially
recognised at cost and adjusted thereafter to recognise the Group’s share
of the post-acquisition profits or losses of the investee in profit or loss, and
the Group’s share of movements in other comprehensive income of the
investee in other comprehensive income. Dividends received or receivable
from associates are recognised as a reduction in the carrying amount of the
investment.
The carrying amount of equity-accounted investments is tested for
impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the investment’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of
the investment’s fair value less costs of disposal and value in use.
Financial Statements & Notes – North Energy
|
35
2.3 Foreign currency
Functional currency and presentation currency
The presentation currency in the Group’s consolidated financial statements
is Norwegian Kroner (“NOK”). The parent company of the Group, North
Energy ASA, has NOK as its functional currency.
Transactions in foreign currency
Foreign currency transactions are translated into NOK using the exchange
rates on the transaction date. Monetary balances in foreign currencies are
translated into NOK at the exchange rates on the date of the balance sheet.
Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities
denominated in foreign currencies are recognised in the income statement.
.
2.4 Leases (as lessee)
IFRS 16 defines a lease as a contract that conveys the right to control the
use of an identified asset for a period of time in exchange for consideration.
For each contract that meets this definition, IFRS 16 requires lessees to
recognize a right-of-use asset and a lease liability in the balance sheet with
certain exemptions for short term and low value leases. Lease payments are
to be reflected as interest expense and a reduction of lease liabilities, while
the right-of-use assets are to be depreciated over the shorter of the lease
term and the assets’ useful life. Lease liabilities are measured at the present
value of remaining lease payments, discounted using the Group’s calculated
borrowing rate.
2.5 Financial assets
The Group’s financial assets are listed and non-listed equity instruments,
receivables and cash and cash equivalents. The classification of financial
assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Group’s business model for managing them.
Financial assets at amortized cost
The Group measures financial assets at amortized cost if both of the
following conditions are met:
• The financial asset is held within a business model with the objective to
hold financial assets in order to collect contractual cash flows and,
• The contractual terms of the financial asset give rise on specified dates
to cash flows that are solely payments of principal and interest on the
principal amount outstanding
Financial assets at amortized cost are subsequently measured using the
effective interest (EIR) method and are subject to impairment. Gains and
losses are recognized in profit or loss when the asset is derecognized,
modified or impaired. The Groups financial assets at amortized cost
includes trade receivables and other short-term deposits.
Receivables are initially recognised at fair value less impairment losses.
Financial assets at fair value through profit and loss
Financial assets at fair value through profit or loss include financial assets
held for trading, financial assets designated upon initial recognition at
fair value through profit or loss, or financial assets mandatorily required
to be measured at fair value. Financial assets are classified as held for
trading if they are acquired for the purpose of selling or repurchasing in
the near term. Derivatives, including separated embedded derivatives, are
also classified as held for trading unless they are designated as effective
hedging instruments. Financial assets at fair value through profit or loss are
carried in the statement of financial position at fair value with net changes
in fair value recognized in the statement of profit or loss.
The Board and management of the Group is following up all current
financial investments at fair value according to the business model of the
Group.
36
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Financial Statements & Notes – North Energy
2.6 Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits with banks and
other short-term highly liquid investments with original maturities of three
months or less.
2.7 Borrowings
All loans and borrowings are initially recognised at cost, being the fair value
of the consideration received net of transaction/issue costs associated
with the borrowing. After initial recognition, interests-bearing loans and
borrowings are subsequently measured at amortised cost using the effective
interest method. Any difference between the consideration received net of
transaction/issue costs associated with the borrowing and the redemption
value, is recognised in the income statement over the term of the loan.
2.9 Taxes
Income taxes for the period comprises tax payable and changes in deferred
tax.
Tax is recognised in the income statement, except to the extent that it
relates to items recognised in other comprehensive income or directly
in equity. In this case the tax is also recognised in other comprehensive
income or directly in equity.
Deferred tax assets and liabilities are calculated based on existing
temporary differences between the carrying amounts of assets and
liabilities in the financial statements and their tax bases, together with tax
losses carried forward at the balance sheet date. Deferred tax assets and
liabilities are calculated based on the tax rates and tax legislation that are
expected to exist when the assets are realised or the liabilities are settled,
based on the tax rates and tax legislation that have been enacted or
substantially enacted on the balance sheet date. Deferred tax assets are
recognised only to the extent that it is probable that future taxable profits
will be available against which the assets can be utilised. The carrying
amount of deferred tax assets is reviewed at each balance sheet date
and reduced to the extent that is no longer probable that the deferred tax
asset can be utilised. Deferred tax assets and liabilities are not discounted.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred taxes assets and liabilities relate to income taxes
levied by the same taxation authority on the same taxable entity.
2.9 Defined contribution pension plans
The Group’s payments under defined contribution pension plans are
recognised in the income statement as employee benefits expense for the
year to which the contribution applies.
2.10 Provisions
A provision is recognised when the Group has a present legal or
constructive obligation resulting from past events, it is probable (i.e. more
likely than not) that an outflow of resources will be required to settle the
obligation, and the amount has been reliably estimated. Provisions are
reviewed at each balance sheet date and adjusted to reflect the current
best estimate. Provisions are measured at the present value of the
expenditures expected to be required to settle the obligation. The increase
in the provision owing to passage of time is recognised as a financial cost.
The Group recognises a provision and an expense for severance payments
when there exists a legal obligation to make severance payments.
The Group recognises a provision and an expense for bonuses to
employees, when the Group is contractually obliged or where there is a
past practice that has created a constructive obligation.
Financial Statements & Notes – North Energy
|
37
2.11 Trade creditors
Trade creditors are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.
2.12 Revenue recognition
Revenues from sales of services are recorded over time when the service
are performed.
2.13 Contingent liabilities
Contingent liabilities are not recognised in the financial statements
unless an outflow of resources embodying economic benefit has
become probable. Significant contingent liabilities are disclosed, except
for contingent liabilities where the probability of the liability occurring is
remote.
2.14 Earnings per share
The calculation of basic earnings per share is based on the profit
attributable to owners of the Group using the weighted average number of
ordinary shares outstanding during the year after deduction of the average
number of treasury shares held over the period.
The calculation of diluted earnings per share is consistent with the
calculation of the basic earnings per share, but gives at the same time
effect to all dilutive potential ordinary shares that were outstanding during
the period, by adjusting the profit/loss and the weighted average number of
shares outstanding for the effects of all dilutive potential shares, i.e.:
• The profit/loss for the period is adjusted for changes in profit/loss that
would result from the conversion of the dilutive potential ordinary shares.
• The weighted average number of ordinary shares is increased by the
weighted average number of additional ordinary shares that would have
been outstanding assuming the conversion of all dilutive potential ordinary
shares.
2.15 Segment reporting
The Group reports only one business segment which includes the
investment activities. Based on this, no segment note is presented, and this
is in accordance with management’s reporting.
2.16 Treasury shares
Own equity instruments which are reacquired (treasury shares) are
recognised at cost and deducted from equity. No gain or loss is recognised
in the income statement on the purchase, sale, issue or cancellation of
the Group’s own equity instruments. Any difference between the carrying
amount and the consideration is recognised in equity.
2.17 Cash flow statement
The cash flow statement is prepared by using the indirect method.
2.18 Changes in accounting policies and disclosures
(a) New and amended standards and interpretations adopted by the
Group
IASB amended IAs 1 disclosure of accounting policies for 2023 requiring
entities to disclose their material rather than their significant accounting
policies. The application of the amendment did not have a material impact
on the financial statements for 2023.
Other new standards, amendments and interpretations to existing
standards effective from 1 January 2023 did not have any significant impact
on the financial statements.
(b) New and amended standards and interpretations issued but not
adopted by the Group
Certain new standards or amendments to standards and interpretations
are effective for annual periods beginning on or after 1 January 2024 and
38
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Financial Statements & Notes – North Energy
have not been applied in preparing these consolidated financial statements.
None of these new standards and amendments to standards and
interpretations are expected to have any significant impact on the Group’s
financial statements.
NOTE 3 Financial risk management
3.1 Financial risks
The Group is exposed to a variety of risks, including market risk, credit risk,
interest rate risk, liquidity risk and currency risk.
This note presents information about the Group's exposure to each of the
aforementioned risks, and the Group's objectives, policies and processes for
managing such risks. The note also presents the Group's objectives, policies
and processes for managing capital.
(a) Market risk
North Energy is exposed to market risk involving the risk of changing
conditions in the specific marketplace in which the Group makes
investments. Sources of market risk include changes in market sentiment
as well as recessions, political turmoil, changes in interest rates, natural
disasters, and terrorist attacks. During 2023, the war in Ukraine combined
with limited levels of energy investments over the last years have led to
fluctuations in energy prices due to limited supply side.
(b) Credit risk
The Group is mainly exposed to credit risk related to bank deposits.
The exposure to credit risk is monitored on an ongoing basis. As all
counterparties have a high credit rating, there are no expectations that any
of the counterparties will not be able to fulfil their liabilities. The maximum
exposure to credit risk is represented by the carrying amount of each
financial asset in the balance sheet.
(c) Interest rate risk
The group’s exposure to interest rate risk is related to usage of the
Prime Finance credit facility provided by DNB, with floating interest rate
conditions. The group is therefore exposed to interest rate risk as part of its
normal business activities and the aim is to keep this risk at an acceptable
level. The credit facility entitles the Group to borrow up to NOK 49 million
secured by a pledge in the Group’s financial investments.
(d) Liquidity risk
The Group's liquidity risk is the risk that it will not be able to pay its financial
liabilities as they fall due. The Group’s approach to managing liquidity
risk is to ensure that it will always have sufficient liquidity to meet its
financial liabilities as they fall due, under normal as well as extraordinary
circumstances, without incurring unacceptable losses or risking damage
to the Group’s reputation. Sufficient liquidity will be held in regular bank
accounts at all times to cover expected payments relating to operational
activities and investment activities.
The Group’s financial liabilities are short-term and fall due within 12 months.
(e) Currency risk
The Group’s functional currency is the NOK, and the Group is exposed to
foreign exchange rate risk related to the value of NOK relative to other
currencies. The Group is exposed to currency risk related to its activities
mainly because parts of the Group’s investments are USD, CAD, and GBP-
based. The Group has not entered into any agreements to reduce its
exposure to foreign currencies.
Financial Statements & Notes – North Energy
|
39
3.2 Capital management
The Group’s aim for management of capital structure is to secure the
business in order to yield profit to shareholders and contributions to other
stakeholders. In addition, a capital structure at its optimum will reduce the
costs of capital. To maintain or change the capital structure in the future,
the Group can pay dividends to its shareholders, issue new shares or sell
assets to reduce debt. The Group may buy its own shares. The point of time
for this is dependent on changes in market prices.
The Group monitors its capital structure using an equity ratio, which is total
equity divided by total assets. As of December 31, 2023, the equity ratio was
94% which is at the same level as last year.
The Group will handle any increased future capital requirements by selling
assets, raising new capital, taking up loans, establishing strategic alliances
or any combination of these, and by adjusting the Group's activity level if
necessary.
NOTE 4 Critical accounting estimates and judgements
4.1 Critical accounting estimates and assumptions
The preparation of the financial statements in accordance with IFRS
requires management to make judgements and use estimates and
assumptions that affect the reported amounts of assets and liabilities,
income, and expenses.
The estimates and associated assumptions are based on historical
experience and various other factors that are considered to be reasonable
under the circumstances. The estimates and underlying assumptions are
reviewed on an ongoing basis.
Currently, the Group’s most important accounting estimates are related to
the following items:
a) Other receivables
See note 8 for information about possible implications in connection with
a VAT claim from the tax Administration for the years 2016 up to and
including 2019.The Company does not agree with the conclusion from the
tax administration and has submitted a complaint to the tax administration.
The preliminary payment of the claim is higher than the previous provision
made, hence a short-term receivable has been accounted for.
NOTE 5 Payroll and related expenses, remuneration of directors and
management
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Salaries
10 142
7 592
10 142
7 592
Fees to the board and election
1 144
0
1 144
0
committee*
Payroll tax
2 045
1 308
2 045
1 308
Pension costs
656
268
656
268
Other benefits
92
84
92
84
Total
14 078
9 252
14 078
9 252
Average number of employees
3.0
3.0
3.0
3.0
* Fees to the board and election committee have been reclassified from Other expenses to Payroll
expenses in 2023.
Pensions
The company has a defined contribution pension plan. The pension ar-
rangements fulfil the requirements of the Norwegian Act on mandatory
occupational pensions.
40
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Financial Statements & Notes – North Energy
Remuneration to directors and management in 2023:
The board of directors shall prepare a declaration in accordance with the
Norwegian Public Limited Liability Companies Act (Allmennaksjeloven) §6-16a.
The information in accordance with the Norwegian Accounting Act §7-31b are
available in a separate report that is published on www.northenergy.no
Directors'
Amounts in NOK 1 000
fees
Salaries
Pension
Other *
Management **
Rachid Bendriss (CEO)
4 178
219
31
Didrik Leikvang (CEO)
4 178
219
31
Rune Damm (CFO)
1 786
219
31
Board of directors
Anders Onarheim (chair)
550
Elin Karfjell (director)
275
Jogeir Romestrand (director)
275
Total
1100
10 142
656
92
* Other includes provision for allowances to cover telephone and internet, group life insurance and
travel insurance.
** Figures for remuneration to management are exclusive payroll tax.
Remuneration to directors and management in 2022:
Directors'
Amounts in NOK 1 000
fees
Salaries
Pension
Other *
Management **
Rachid Bendriss (CEO)
3 043
89
28
Didrik Leikvang (CEO)
3 043
89
28
Rune Damm (CFO)
1 507
89
28
Board of directors
Anders Onarheim (chair)
500
Elin Karfjell (director)
250
Jogeir Romestrand (director)
250
Total
1000
7 592
268
84
* Other includes provision for severance payment, allowances to cover telephone and internet,
group life insurance and travel insurance.
** Figures for remuneration to management are exclusive payroll tax.
Remuneration to former CEO:
The company's former CEO had an agreement with an annual salary of
NOK 2,0 million in 2021. In the event of resignation at the request of the
board of directors, the CEO had a right to a severance payment equivalent
to two years of gross fixed salary. In december 2021 the former CEO signed
an agreement with the board regarding resignation by the end of the year,
hence the company made a provision of NOK 5.0 million (including social
securities taxes) for a severance payment to the CEO. The severance pay-
ment was paid with 50% in 2022 and 50% in 2023.
NOTE 6 Other operating expenses and remuneration to auditor
Other operating expenses consist of:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Travelling expenses
139
198
139
198
Consultant and other fees
676
1 185
870
1 185
Other administrative expenses
2 303
2 850
2 310
2 890
Total
3 117
4 233
3 319
4 273
Remuneration to auditor is allocated as specified below:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Audit
511
276
558
276
Attestations and other assistance
121
57
164
57
Total, incl. VAT
632
333
722
333
Financial Statements & Notes – North Energy
|
41
NOTE 7 Trade and other receivables
Trade and other receivables consist of:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Trade receivables
-
39
-
39
Prepaid expenses
130
80
130
80
Premium fund pensions (prepaid
-
21
-
21
premium)
Other receivables
3 353
3 384
3 353
3 504
Total
3 483
3 525
3 483
3 645
In May 2020 North Energy received a notice from the Norwegian Tax
Administration informing that they started a control of North Energy
ASA's accounts for the years 2016 up to and including 2019. In December
2021, the company received the report from the control together with a
notification of changes of VAT from the control period. In February 2022,
the company submitted their response to the notification expressing the
company’s view regarding the treatment of VAT during the control period
which deviates from the view of the tax administration. In April 2022, the
tax administration issued their final decision after the control resulting in a
claim of NOK 12.9 million which consist of NOK 10.1 million of reclassifying
deducted VAT to non-deductible VAT over the four-years period, interests
of NOK 0.8 million and additional tax of NOK 2.0 million which is 20 % of
the reclassified VAT. The VAT and the interests were settled with NOK 10.9
million in May 2022. The company does not agree with the conclusion
from the tax administration and has submitted a complaint to the Tax
administration. The additional tax will not fall due until the complaint has
been processed and a final decision has been reached. To cover for the
claim a provision of total NOK 7.5 million was made during 2021. The excess
cash paid of NOK 3.4 million compared to our original provision has been
accounted for as a other short-term receivable.
NOTE 8
Cash and cash equivalents
Cash and cash equivalents:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Bank deposits
5 720
3 056
5 952
3 056
Total cash and cash equivalents
5 720
3 056
5 952
3 056
Of this:
Restricted cash for witheld taxes
468
418
468
418
from employees salaries
NOTE 9 Share capital and shareholder information
2023
2022
Number of issued shares at 1 January
119 047 065
119 047 065
New shares issued during the year:
Issued in exchange for cash
0
0
Number of issued shares at 31 December *
119 047 065
119 047 065
Nominal value NOK per share at 31 December
1.00
1.00
Share capital NOK at 31 December
119 047 065
119 047 065
* Inclusive 1,795,472 treasury shares.
North Energy ASA has one share class with equal rights for all shares.
42
|
Financial Statements & Notes – North Energy
Main shareholders as of 31 December 2023:
Number of
Shareholder
shares
% share
AB INVESTMENT AS
22 893 735
19.2%
CELISA CAPITAL AS
12 028 103
10.1%
ISFJORDEN AS
9 789 668
8.2%
INTERTRADE SHIPPING AS
4 000 000
3.4%
TRIOMAR AS
3 100 000
2.6%
CORUNA AS
3 000 000
2.5%
ARNT HAGEN HOLDING AS
2 883 506
2.4%
SALTEN KRAFTSAMBAND AS
2 419 215
2.0%
BAKKANE ARVID
2 131 264
1.8%
BOYE HANS JØRGEN
2 107 603
1.8%
NORTH ENERGY ASA
1 795 472
1.5%
TAJ HOLDING AS
1 792 030
1.5%
CLEARSTREAM BANKING S.A.
1 651 232
1.4%
ROME AS
1 440 000
1.2%
EIKANGER INVEST AS
1 430 000
1.2%
ORIGO KAPITAL AS
1 343 569
1.1%
AVANZA BANK AB
1 225 795
1.0%
SÆBERG KNUT
1 002 352
0.8%
HEDEN HOLDING AS
1 000 000
0.8%
PEDERSEN ROLF IVAR
988 598
0.8%
Total 20 largest shareholders
78 022 142
65.5%
Other shareholders
41 024 923
34.5%
Total
119 047 065
100.0%
Number of shares owned by management and directors at 31 December 2023:
Management
Didrik Leikvang (Co-CEO), through Isfjorden AS and privately
10 074 668
8.5%
owned
Rachid Bendriss (Co-CEO), through Celisa Capital AS
Board of Directors
12 028 103
10.1%
Anders Onarheim (chairman), through AB Investment AS,
Spitsbergen AS and Liju Invest AS
24 368 424
20.5%
Jogeir Romestrand (director), through Rome AS
1 440 000
1.2%
Elin Karfjell (director), through Elika AS
407 700
0.3%
Total
48 318 895
40.6%
Number of shares owned by management and directors at 31 December 2022:
Management
Didrik Leikvang (Co-CEO), through Isfjorden AS and privately
9 799 849
8.2%
owned
Rachid Bendriss (Co-CEO), through Celisa Capital AS
Board of Directors
11 753 284
9.9%
Anders Onarheim (chairman), through AB Investment AS,
Spitsbergen AS and Liju Invest AS
24 093 604
20.2%
Jogeir Romestrand (director), through Rome AS
1 440 000
1.2%
Elin Karfjell (director), through Elika AS
407 700
0.3%
Total
47 494 437
39.9%
Financial Statements & Notes – North Energy
|
43
NOTE 10 Leases
Right-of-use assets:
The Company leases office facilities. The Company's right-of-use assets are
categorised and presented in the table below:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Right-of-use assets
Acquisition cost at 1 January
11 840
7 438
11 840
7 438
Addition of right-of-use assets
0
7 256
0
7 256
Disposals of right-of-use assets
0
(2 854)
0
(2 854)
Changes in estimates
215
215
Acquisition cost 31 December
12 055
11 840
12 055
11 840
Accumulated depreciation and impair-
ment 1 January
(5 829)
(4 335)
(5 829)
(4 335)
Depreciation
(1 417)
(1 493)
(1 417)
(1 493)
Impairment
0
0
0
0
Accumulated depreciation and impair-
ment 31 December
(7 246)
(5 829)
(7 246)
(5 829)
Carrying amount of right-of-use assets 31
4 809
6 011
4 809
6 011
December
Lower of remaining lease term or eco-
nomic life
3.25 years
Depreciation method
Linear
Leasing liabilities:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Lease liabilities at 1 January
6 127
3 173
6 127
3 173
Additions new lease contracts
0
7 326
0
7 326
Disposals lease contracts
0
(2 933)
0
(2 933)
Changes in estimates
215
0
215
0
Accretion lease liabilities
241
165
241
165
Payments of lease liabilities
(1 634)
(1 604)
(1 634)
(1 604)
Total leasing liabilities 31 December
4 950
6 127
4 950
6 127
Break down of lease debt:
Short-term
1 458
1 325
1 458
1 325
Long-term
3 492
4 802
3 492
4 802
Total lease debt
4 950
6 127
4 950
6 127
Maturity of future undiscounted lease payments under non-cancellable
lease agreements:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Within 1 year
1 566
1 566
1 566
1 566
1 to 5 years
3 915
5 090
3 915
5 090
After 5 years
-
-
-
-
Total
5 481
6 656
5 481
6 656
The leases do not impose any restrictions on the Company’s dividend
policy or financing opportunities.
44
|
Financial Statements & Notes – North Energy
NOTE 11 Other current and non-current liabilities
Other Current liabilities
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Public duties payable
839
710
839
710
Holiday pay
851
813
851
813
VAT payable
1
1
1
1
Other accruals for incurred costs
896
3 891
896
3 931
Total
2 587
5 415
2 587
5 455
NOTE 12 Earnings per share
PARENT COMPANY
GROUP
2023
2022
2023
2022
Profit/(loss) for the year attributable
to owners of North Energy ASA
(NOK 1 000)
(16 141)
75 303
24 624
(13 072)
0
Weighted average number of shares
outstanding including treasury shares
119 047 065 119 047 065
119 047 065 119 047 065
Weighted average number of treas-
ury shares outstanding
(1 795 472)
(1 795 472)
(1 795 472)
(1 795 472)
Weighted average number of shares
outstanding excluding treasury shares
117 251 593
117 251 593
117 251 593
117 251 593
Earnings per share (NOK per share)
- Basic
(0.14)
0.63
0.21
(0.11)
- Diluted
(0.14)
0.63
0.21
(0.11)
NOTE 13 Related parties
The Company's transactions with related parties:
Overview of subsidiaries
In December 2022 North Energy established two new subsidiaries, North
Industries 1 AS and North Industries 2 AS, with the purpose of owning North
Energy's investments in Reach Subsea ASA and Wind Catching Systems AS
respectively. The investments were transferred from the parent company
to the subsidiaries through sale-purchase agreements. In connection with
the transfer, North Energy signed loan agreements with the subsidiaries.
In January 2023 the loan agreements were converted to equity in the
subsidiaries. In January 2023 the loan agreements were converted to equity
in the subsidiaries.
In February a new loan agreement totalling NOK 20 million was established
between North Energy and North Industries 1 AS in connection with the
purchase of new shares in Reach Subsea ASA. The loan was partly repaid
in June 2023 when North Industries 1 AS received dividend from Reach
Subsea. At the end of the year the loan balance is NOK 11 million.
In August 2023 a new loan agreement totalling NOK 0.2 million was
established between North Energy and North Industries 2 AS to be used for
operational expenses.
The interest rate payable for both loans are based on market rates (monthly
NOWA) plus a margin of 3%.
Financial Statements & Notes – North Energy
|
45
Loan to subsidiaries
Amounts in NOK 1 000
PARENT
COMPANY
2023
2022
North Industries 1 AS
Loan balance
11 000
186 351
North Industries 1 AS
Accrued interest
847
392
North Industries 2 AS
Loan balance
200
68 707
North Industries 2 AS
Accrued interest
5
154
Total
12 052
255 604
NOTE 14 Tax
Specification of income tax:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Tax payable
0
0
0
0
Change deferred tax
0
0
0
0
Total income tax credit
0
0
0
0
Specification of temporary differences, tax losses carried forward and deferred tax
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Property, plant and equipment and Right-
of-use assets
4 746
5 914
4 746
5 914
Pensions
0
21
0
21
Leasing liabilities
(4 950)
(6 127)
(4 950)
(6 127)
Financial investments
26 964
51 119
26 964
51 119
Provisions
0
0
0
0
Tax losses carried forward, onshore
(96 392)
(118 168)
(98 160)
(118 168)
Total basis for deferred tax
(69 632)
(67 240)
(71 400)
(67 240)
Deferred tax asset/liability before valua-
tion allowance
15 319
14 793
15 708
14 793
Uncapitalised deferred tax asset (valuation
(15 319)
(14 793)
(15 708)
(14 793)
allowance)
Deferred tax asset/(liability)
0
0
0
0
46
|
Financial Statements & Notes – North Energy
Reconciliation of effective tax rate:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Profit/(loss) before income tax
(16 141)
75 303
24 624
(13 072)
Expected income tax 22%
(3 551)
(16 567)
5 417
2 876
Adjusted for tax effects (22%) of the following items:
Permanent differences
(1 184)
30 717
(10 412)
11 463
Adjustments previous years
4 020
0
4 020
0
Changed tax rates
0
0
0
0
Change in valuation allowance for de-
ferred tax assets
715
(14 150)
975
(14 339)
Total income tax credit
0
(0)
0
(0)
* Relates to changes from annual report 2022 and tax papers 2022 related to the assessment of the
exemption method used by the Norwegian Tax Administration.
NOTE 15 Property, plant and equipment
Amounts in NOK 1 000
Equipment, office machines, etc
PARENT
GROUP
COMPANY
2023
2022
2023
2022
Cost:
At 1st of January
560
476
560
476
Additions
17
84
17
84
Disposals
0
0
0
0
At 31st of December
577
560
577
560
Depreciation and impairment:
At 1st of January
(371)
(328)
(371)
(328)
Depreciation this year
(50)
(43)
(50)
(43)
Impairment this year
0
0
0
0
Disposals
0
0
0
0
At 31st of December
(421)
(371)
(421)
(371)
Carrying amount at 31 of December
155
189
155
189
Economic life
3-10 years
Depreciation method
linear
Financial Statements & Notes – North Energy
|
47
NOTE 16 Finance income and costs
Finance income:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Interest income bank deposits
102
140
103
140
Interest income on bonds
1 413
974
1 413
974
Foreign exchange gain
832
142
832
142
Other finance income
0
52
0
52
Interest income from subsidiaries
1 256
546
0
0
Total finance income
3 602
1 855
2 347
1 308
Finance costs:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Other interest expenses
1 168
260
1 168
260
Foreign exchange loss
529
79
529
79
Other finance costs
0
0
0
0
Total finance costs
1 697
339
1 697
339
48
|
Financial Statements & Notes – North Energy
NOTE 17 Financial instruments
(a) Categories of financial instruments
at 31 December 2023:
PARENT COMPANY
GROUP
Financial assets Financial assets at Financial assets Financial assets at
measured at fair value through measured at fair value through
Amounts in NOK 1 000 amortised cost profit or loss amortised cost profit or loss
Assets:
Financial investments at fair value through profit and loss
102 962
102 962
Loan to subsidiaries
12 052
Cash and cash equivalents
5 720
5 952
Total
17 772
102 962
5 952
102 962
PARENT COMPANY
GROUP
Financial assets Financial assets at Financial assets Financial assets at
measured at fair value through measured at fair value through
Amounts in NOK 1 000 amortised cost profit or loss amortised cost profit or loss
Liabilities:
Current borrowings, credit facility*
13 575
13 575
Trade creditors
101
103
Total
13 676
0
13 678
0
Financial Statements & Notes – North Energy
|
49
at 31 December 2022:
PARENT COMPANY
GROUP
Financial assets Financial assets at Financial assets Financial assets at
measured at fair value through measured at fair value through
Amounts in NOK 1 000 amortised cost profit or loss amortised cost profit or loss
Assets:
Financial investments at fair value through profit and loss
143 069
143 069
Loan to subsidiaries
255 604
Cash and cash equivalents
3 056
3 056
Total
258 660
143 069
3 056
143 069
PARENT COMPANY
GROUP
Financial liabilities Financial liabilities at Financial liabilities Financial liabilities at
measured at fair value through measured at fair value through
Amounts in NOK 1 000 amortised cost profit or loss amortised cost profit or loss
Liabilities:
Current borrowings, credit facility*
7 723
7 723
Trade creditors
46
46
Total
7 769
0
7 769
0
* In the third quarter of 2022 the Company established a new multicurrency credit facility with DNB for a total amount of NOK 49 million. The Company uses listed financial investments as collateral for the
credit facility.
50
|
Financial Statements & Notes – North Energy
NOTE 17 Financial instruments (continued)
(b) Fair value of financial instruments
The carrying amount of cash and cash equivalents and other current
receivables is approximately equal to fair value, since these instruments
have a short term to maturity. Similarly, the carrying amount of trade
creditors and other current liabilities is approximately equal to fair value,
since the effect of discounting is not significant, due to short term to
maturity.
Fair value of the stock exchange-listed shares is the stock market price
at the balance sheet date (level 1 in the fair value hierarchy). Fair value of
bonds is based on quoted market prices at the balance sheet date (level 2
in the fair value hierarchy). Fair value of other non-listed investments are
valued using the best information available in the circumstances including
the entities' own data. (level 3 in the fair value hierarchy).
Specification of financial instruments based on level in the fair value
hierarchy
PARENT COMPANY
Fair Value 31.12.2023
Level 1
Level 2
Level 3
Total
Shares
78 205
78 205
Bonds
24 757
24 757
Total fair value
78 205
24 757
0
102 962
There has been no transfer between level 1 and level 2 during 2023.
Reconciliation of level 3 in the fair value hierarchy
Level 3
Opening balance
0
Movement during the period
0
Closing balance
0
GROUP
Fair Value 31.12.2023
Level 1
Level 2
Level 3
Total
Shares
78 205
78 205
Bonds
24 757
24 757
Total fair value
78 205
24 757
0
102 962
There has been no transfer between level 1 and level 2 during 2023.
Reconciliation of level 3 in the fair value hierarchy
Level 3
Opening balance
0
Movement during the period
0
Closing balance
0
Cash and cash equivalents
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Bank deposits
5 720
3 056
5 952
3 056
Credit rating
No external credit rating
0
0
0
0
A
0
0
0
0
AA-
5 720
3 056
5 952
3 056
Total
5 720
3 056
5 952
3 056
Financial Statements & Notes – North Energy
|
51
Reconciliation of cash flows from financing activities
The table shows a reconciliation between the opening and the closing balances in the statement of financial position for liabilities arising from financing activites.
Non-cash flows
2023
31/12/2022
Cash flows
Interests
Other*
31/12/2023
Paid dividends
(11 725)
Current borrowings
7 723
5 852
13 575
Paid interests bank facility
(844)
Leasing liabilities
6 127
(1 634)
241
215
4 950
Total
13 850
(8 351)
241
215
18 525
Non-cash flows
2022
31/12/2021
Cash flows
Interests
Other*
31/12/2022
Paid dividends
Current borrowings
0
7 723
7 723
Paid interests bank facility
(15)
Leasing liabilities
3 173
(1 604)
165
4 393
6 127
Total
3 173
6 104
165
4 393
13 850
* Other includes additions and disposals of lease contracts and changes in estimates of lease liabilities
(d) Financial risk factors
See note 3 for financial risk factors and risk management, sensitivity analysis and capital management.
52
|
Financial Statements & Notes – North Energy
NOTE 18 Investment in subsidiaries and associates
Reconciliation and specification of carrying amount of investments in subsidiaries and associates:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Opening balance carrying amount of investments in associates
4 461
141 312
171 610
141 312
Gain on dilution of ownership, Reach Subsea ASA*
0
13 842
2 040
13 842
Gain on dilution of ownership Wind Catching Systems AS*
0
18 325
0
18 325
Acquisition cost shares acquired, Reach ASA
0
0
20 000
0
Acquisition cost shares acquired, Wind Catching Systems AS
0
3 167
0
3 167
Repayment of capital, Tyveholmen AS
0
(3 000)
0
(3 000)
Share of net result in investment, Reach Subsea ASA
0
10 168
44 395
10 597
Share of net result in investment, Wind Catching Systems AS
0
(4 241)
(4 213)
(4 552)
Share of net result in investment, Tyveholmen AS
299
222
299
222
Dividend received, Reach Subsea ASA
0
(8 303)
(9 150)
(8 303)
Investment in subsidiaries
256 008
120
0
0
Sale of investments to subsidiaries
0
(167 150)
0
0
Total carrying amount of investments in subsidiaries and associates at balance date
260 768
4 461
224 982
171 610
Consist of:
Reach Subsea ASA
0
0
196 298
139 012
Tyveholmen AS
4 640
4 341
4 640
4 341
Wind Catching Systems AS
0
0
24 044
28 257
North Industries 1 AS
187 098
60
North Industries 2 AS
69 029
60
Total carrying amount of investments in associates at balance date
4 640
4 341
224 982
171 610
Total carrying amount of investments in subsidiaries at balance date
256 128
120
0
0
Financial Statements & Notes – North Energy
|
53
Specification of net result from investments in associates recognised in the income statement:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Share of net result in investment, Reach Subsea ASA
0
10 168
44 395
10 597
Share of net result in investment, Wind Catching Systems AS
0
(4 241)
(4 213)
(4 552)
Share of net result in investment, Tyveholmen AS
299
222
299
222
Gain on dilution of ownership, Wind Catching Systems AS*
0
13 842
0
13 842
Gain on dilution of ownership, Reach Subsea ASA*
0
18 325
2 040
18 325
Gain on sale of shares to subsidiary, Reach Subsea ASA
0
47 768
0
0
Gain on sale of shares to subsidiary, Wind Catching Systems AS
0
40 139
0
0
Net result from investments in associates
299
126 223
42 521
38 435
* The gain on dilution of ownership is an accounting effect triggered by private placements and issuing of consideration shares resulting in increased equity in the associated companies. North Energy has
in some private placements participated with a lower share than the original ownership and not participated in other private placements, hence North Energy's ownership percentage has been reduced
while the value of the investment has increased. Gain on the deemed disposals arises because the amount per share subscribed by the third party was greater than North Energy's carrying value per
share prior to the event.
The dilution of ownership in Reach Subsea took place on 25 March 2022 and on 15 November 2023.
The dilution of ownership in Wind Catching Systems took place on 9 June 2022 and 28 October 2022.
Ownership interests in subsidiaries and associates at 31 December:
PARENT COMPANY
GROUP
2023
2022
2023
2022
Reach Subsea ASA
0.00 %
0.00 %
18.70 %
20.43 %
Tyveholmen AS
50.00 %
50.00 %
50.00 %
50.00 %
Wind Catching Systems AS
0.00 %
0.00 %
22.03 %
22.19 %
North Industries 1 AS
100.00 %
100.00 %
North Industries 2 AS
100.00 %
100.00 %
54
|
Financial Statements & Notes – North Energy
Financial figures for the associated company Reach Subsea ASA:
Amounts in NOK 1 000 (100% basis, unaudited) 2023
2022
Revenues
1 966 584
1 162 821
Operating result
331 786
105 255
Pre-tax profit
289 534
98 023
Liquidity
436 423
191 591
Net working capital
(105 259)
70 809
Net interest bearing debt
(369 000)
(163 573)
Equity
928 005
579 442
The share price of Reach Subsea at year and was NOK 4.5 per share, equivalent to a market value of NOK 1,223 million. North Energy's relative share of this
was NOK 228.7 million, based on the ownership of 18.7%.
The investment in Reach is accounted for as an associated company, using the equity method. North regards Reach as an associated company based on
the representation in the Board of Directors in Reach Subsea ASA and based on the 18,7% ownership. Thus, North Energy consolidates its share of the net
result from Reach, adjusted for any impairment or reversal of impairment due to share price fluctuations. The market value of Reach Subsea at year end
2023 was higher than the book value, hence there was no need for any impairment.
Financial Statements & Notes – North Energy
|
55
Financial figures for the associated company Wind Catching Systems AS (WCS)
Amounts in NOK 1 000 (100% basis, unaudited) 2023
2022
Revenues
0
0
Operating profit
(21 736)
(18 355)
Profit after tax
(18 955)
(17 350)
Liquidity
65 708
94 373
Total assets
96 739
104 005
Equity
90 054
101 506
WCS is accounted for as an associated company, using the equity method.
The figures for WCS includes adjustments necessary to transform the
figure from NGAAP to IFRS. Book value of North Energy's investment is
24.0 million. The market value of WCS is estimated based on the share
price used in the recent private placement that took place in October
2022. The company is progressing well towards the plan to finanlize and
commercialize the WCS technology. The construction and testing of a wind
turbine pilot at Mehuken is planned to take place in 2024. North Energy's
relative share, based on an ownership of 22.03%, was NOK 68.7 million,
hence there is no need for any impairment.
WCS has, in the shareholder agreement from November 2020, issued
warrants (subsciption rights) for a total of 45.000 shares to the
shareholders Armada AS, Nasjonalparken AS and Homan AS for a period of
5 years from 30 March 2021. The price for each share under the warrants is
NOK 110. North Energy's ownership of WCS was on a fully diluted basis 18.19
per cent per 31 December 2023.
Financial figures for the associated company Tyveholmen AS:
Amounts in NOK 1 000 (100% basis, unaudited) 2023
2022
Revenues
6 245
5 520
Operating profit
729
397
Profit after tax
598
442
Liquidity
3 198
2 820
Total assets
8 557
8 227
Equity
8 311
7 544
Tyveholmen is accounted for as an associated company, using the equity
method. Book value of North Energy's 50% share of the company is NOK
4.6 million.Tyveholmen has investments in bonds accounted at historic
cost price. Unrealized gains on the bonds, not recognized in the financial
statement, are NOK 1.1 million. Based on this North Energy do not see a
need for any impairment of the investment.
56
|
Financial Statements & Notes – North Energy
NOTE 19 Contingent liabilities
As of 31 December 2023 the company is not involved in any other legal or
financial disputes. Please see note 8 for information on other receivables
regarding the VAT claim received from the tax authority.
NOTE 20 Financial investments at fair value through profit and loss
Financial investments include:
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Stock exchange-listed shares
78 205
106 203
78 205
106 203
Bonds
24 757
36 867
24 757
36 867
Total carrying amount financial invest-
ments, current
102 962
143 069
102 962
143 069
The main financial investments at 31 December 2023 consist of shares in
Touchstone Exploration and Thor Medical ASA (former Nordic Nanovector
ASA) as well as bonds in Heimstaden AB, Interoil Exploration and various other
minor investments. The main investments at 31 December 2022 consisted of
shares in Touchstone Exploration and Nordic Nanovector ASA as well as bonds
in DNB ASA, Interoil Exploration and various interest bonds.
PARENT COMPANY
GROUP
Amounts in NOK 1 000
2023
2022
2023
2022
Change in fair value recognised in income
statement under operating items
245
(37 526)
245
(37 526)
Interest income bonds recognised as
finance income
1 413
974
1 413
974
NOTE 21 Restructuring impact
During 2022 North Energy restructured from a single company, North Energy
ASA, to a group of companies consisting of North Energy ASA as the parent
company and the two new subsidiaries North Industries 1 AS and North
Industries 2 AS. The purpose of the new subsidiaries is to own the group's
investments in Reach Subsea ASA and Wind Catching Systems AS respectively.
The investments were sold from the parent company to the subsidiaries
during December 2022 at estimated market price. At the same time the parent
company issued loans to the subsidiaries for the same amounts. The loans are
interest bearing and the interest is calculated using market rates. The parent
company reported a gain of NOK 87.9 millions in 2022 on the sale which was
been eliminated in the group figures.
The financial impact on the parent company:
Amounts in NOK 1 000 2023
2022
Income statement:
Net result from investment in associated company, gain on sale
87 907
Financial income, interests on loans to subsidiaries
1 256
546
Financial Position:
Investment in subsidiaries
256 128
120
Loan to subsidiaries
12 052
255 604
NOTE 22 Events after the balance sheet date
There are no subsequent events with significant accounting impacts that have
occurred between the end of the reporting period and the date of this report
that are not already reflected or disclosed in these financial statements.
Financial Statements & Notes – North Energy
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Financial Statements & Notes – North Energy
We declare, to the best of our judgement, that
the annual financial statements for the period
from 1 January to 31 December 2023 have been
prepared in accordance with the applicable
accounting standards, and that the information
in the accounts fairly reflects the Company’s
assets, liabilities, financial position, and results as
a whole.
We also declare that the Directors’ report pro-
vides a true and fair view of the Company’s and
Group’s performance, results, and position, along
with a description of the most important risk and
uncertainty factors facing the Company.
.
Responsibility statement
by the Board of Directors and CEO
Oslo, 19 March 2024
Anders Onarheim Elin Karfjell Jogeir Romestrand
Chair Director Director
Rachid Bendriss Didrik Leikvang
co-CEO co-CEO
Financial Statements & Notes – North Energy
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59
In 2023, the North Energy share price depreciated by 2.4 per cent. In comparison, an
investment in the Oslo Børs Benchmark Index over the same period provided a pos-
itive return of 9.9 per cent, while the energy index yielded a positive return of 6.4 per
cent. During the year, 20.3 million North Energy shares changed hands on the Oslo
Stock Exchange, down from 27.1 million in 2022, representing a daily average trading
volume of 81,300 shares.
Dividend policy
In 2022, the Board of Directors adopted a new dividend policy, which states that “The
Company intends to distribute an annual dividend that approximates 3% of year end
Net Asset Value”. In accordance with the policy, the Board intends to propose a divi-
dend of NOK 0.10 per share for 2023.
Ownership structure
At the end of 2023 North Energy had 1,887 shareholders, down from 2,081 share-
holders at the end of 2022. Approximately 5.1 per cent of the Company’s shares were
owned by foreign investors at the end of 2023, which is at the same level as last year.
The Company’s employees, management, and Board held in total 40.6 per cent of the
shares in the Company by the end of the year. North Energy’s 20 largest shareholders
held 65.5 per cent of the shares as of 31 December 2023.
Share capital
North Energy’s share capital on 31 December 2023 was NOK 119,047,065 divided into
119,047,065 shares, each with a nominal value of NOK 1. The Company holds 1,795,472
treasury shares equivalent to 1.5 per cent of the Company’s total share capital.
Table: Top 20 shareholder as of March 1, 2024
Shareholder information
North Energy is listed on the Euronext Expand Oslo marketplace. The Company has one share class, and each share carries one
vote at the general meetings.
Investor
Number
of shares
%
of total
Type Country
1 AB INVESTMENT AS 24 436 454 20.53 % Ordinary Norway
2 CELISA CAPITAL AS 12 314 417 10.34 % Ordinary Norway
3 ISFJORDEN AS 10 356 448 8.70 % Ordinary Norway
4 INTERTRADE SHIPPING AS 4 100 000 3.44 % Ordinary Norway
5 TRIOMAR AS 3 100 000 2.60 % Ordinary Norway
6 CORUNA AS 3 000 000 2.52 % Ordinary Norway
7 ARNT HAGEN HOLDING AS 2 883 506 2.42 % Ordinary Norway
8 SALTEN KRAFTSAMBAND AS 2 419 215 2.03 % Ordinary Norway
9 BAKKANE ARVID 2 196 000 1.84 % Ordinary Norway
10 CLEARSTREAM BANKING S.A. 2 147 204 1.80 % Nominee
Luxem-
bourg
11 BOYE HANS JØRGEN 2 107 603 1.77 % Ordinary Norway
12 NORTH ENERGY ASA 1 795 472 1.51 % Ordinary Norway
13 TAJ HOLDING AS 1 792 030 1.51 % Ordinary Norway
14 ROME AS 1 440 000 1.21 % Ordinary Norway
15 EIKANGER INVEST AS 1 430 000 1.20 % Ordinary Norway
16 ORIGO KAPITAL AS 1 343 569 1.13 % Ordinary Norway
17 Avanza Bank AB 1 233 039 1.04 % Nominee Sweden
18 SÆBERG KNUT 1 002 352 0.84 % Ordinary Norway
19 PEDERSEN ROLF IVAR 988 598 0.83 % Ordinary Norway
20 KG26 EIENDOM AS 900 000 0.76 % Ordinary Norway
Total number owned by top 20 80 985 907 68.03 %
Total number of shares 119 047 065 100.0 %
Auditors’
report
Auditors’ report
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61
PricewaterhouseCoopers AS, Kanalsletta 8, Postboks 8017, NO-4068 Stavanger
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of North Energy ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of North Energy ASA, which comprise:
• the financial statements of the parent company North Energy ASA (the Company), which comprise
the statement of financial position as at 31 December 2023, the income statement, statement of
comprehensive income, statement of changes in equity and cash flows statement for the year then
ended, and notes to the financial statements, including material accounting policy information, and
• the consolidated financial statements of North Energy ASA and its subsidiaries (the Group), which
comprise the statement of financial position as at 31 December 2023, the income statement,
statement of comprehensive income, statement of changes in equity and cash flows statement for
the year then ended, and notes to the financial statements, including material accounting policy
information.
In our opinion
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31
December 2023, and its financial performance and its cash flows for the year then ended in
accordance with IFRS Accounting Standards as adopted by the EU, and
• the consolidated financial statements give a true and fair view of the financial position of the Group
as at 31 December 2023, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). 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 Company and the Group as required by
relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code), 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.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 17 years from the election by the general meeting of the
shareholders on 1 November 2007 for the accounting year 2007 with a renewed election on 25 April 2014.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
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We have determined that there are no key audit matters to communicate in our report.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the
Board of Directors’ report and the other information accompanying the financial statements. The other
information comprises information in the annual report, but does not include the financial statements and
our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the
Board of Directors’ report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there
is material inconsistency between the Board of Directors’ report and the other information accompanying
the financial statements and the financial statements or our knowledge obtained in the audit, or whether the
Board of Directors’ report and the other information accompanying the financial statements otherwise
appears to be materially misstated. We are required to report if there is a material misstatement in the
Board of Directors’ report or the other information accompanying the financial statements. We have nothing
to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with IFRS Accounting Standards as adopted by the EU, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the Group
or to cease operations, or has 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 will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
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Auditors’ report
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• obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's and the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company's and the Group's ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves a true and fair view.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of North Energy ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual
report, with the file name NORTHASA-2023-12-31-en.zip, have been prepared, in all material respects, in
compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the
European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the
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Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual
report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF
reporting, see: https://revisorforeningen.no/revisjonsberetninger
Stavanger, 19 March 2024
PricewaterhouseCoopers AS
Tom Notland
State Authorised Public Accountant
North Energy ASA will present financial statements on the
following dates in 2024:
Q1 2024 interim financial report: 14 May 2024
Half-yearly 2024 interim financial report: 29 August 2024
Q3 2024 interim financial report: 13 November 2024
Q4 2024 interim financial report: 14 February 2025
The annual General Meeting is planned to be held on
10 April 2024
All dates are subject to change.
North Energy ASA- Financial Calendar for 2024
North Energy ASA
Address: Tjuvholmen allé 19, 0252 OSLO
E-mail: post@northenergy.no
Phone: +47 22 01 79 50
Legal Org. Number: NO 891 797 702 MVA