Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Series A Shares |
VISTA |
New York Stock Exchange* | ||
American Depositary Shares, each representing 1 Series A share, with no par value |
VIST |
New York Stock Exchange | ||
* |
Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. |
☒ Yes |
☐ No |
☐ Yes |
☒ No |
☒ Yes |
☐ No |
☒ Yes |
☐ No |
Large Accelerated Filer |
☐ | Accelerated Filer |
☒ |
|||||
Non-Accelerated Filer | ☐ | Emerging Growth Company | ☒ |
U.S. GAAP ☐ |
International Financial Reporting Standards as issued | Other | ||||||
by the International Accounting Standards Board | ☒ |
☐ Item 17 |
☐ Item 18 |
☐ Yes |
☒ No |
Item 1. |
Identity of Directors, Senior Management and Advisers | 9 | ||||
Item 2. |
Offer Statistics and Expected Timetable | 9 | ||||
Item 3. |
Key Information | 9 | ||||
Item 4. |
Information on the Company | 52 | ||||
Item 5. |
Operating and Financial Review and Prospects | 116 | ||||
Item 6. |
Directors, Senior Management and Employees | 145 | ||||
Item 7. |
Major Shareholder and Related Party Transactions | 154 | ||||
Item 8. |
Financial Information | 156 | ||||
Item 9. |
The Offer and Listing | 157 | ||||
Item 10. |
Additional Information | 163 | ||||
Item 11. |
Quantitative and Qualitative Disclosures about Market Risk | 202 | ||||
Item 12. |
Description of Securities Other Than Equity Securities | 202 | ||||
Item 13. |
Defaults, Dividend Arrearages and Delinquencies | 204 | ||||
Item 14. |
Material Modifications to the Rights of Security Holders and Use of Proceeds | 204 | ||||
Item 15. |
Controls and Procedures | 204 | ||||
Item 16. |
Reserved | 205 | ||||
Item 17. |
Financial Statements | 209 | ||||
Item 18. |
Financial Statements | 209 | ||||
Item 19. |
Exhibits | 209 |
• | “m” or “meter” means one meter, which equals approximately 3.28084 feet; |
• | “km” means one kilometer, which equals approximately 0.621371 miles; |
• | “km 2 ” means one square kilometer, which equals approximately 247.1 acres; |
• | “m 3 ” means one cubic meter; |
• | “bbl” “bo,” or “barrel of oil” means one stock tank barrel, which is equivalent to approximately 0.15898 cubic meters; |
• | “boe” means one barrel of oil equivalent, which equals approximately 160.2167 cubic meters of natural gas; |
• | “cf” means one cubic foot; |
• | “M,” when used before bbl, bo, boe or cf, means one thousand bbl, bo, boe or cf, respectively; |
• | “MM,” when used before bbl, bo, boe or cf, means one million bbl, bo, boe or cf, respectively; |
• | “Bn,” when used before bbl, bo, boe or cf, means one billion bbl, bo, boe or cf, respectively; |
• | “T,” when used before bbl, bo, boe or cf, means one trillion bbl, bo, boe or cf, respectively; |
• | “/d,” or “pd” when used after bbl, bo, boe or cf, means per day; |
• | “CO2e” means Carbon dioxide equivalent; and |
• | “Tn” means a metric ton. |
• | uncertainties relating to future government concessions and exploration permits; |
• | adverse outcomes in litigation that may arise in the future; |
• | general political, economic, social, demographic and business conditions in Argentina, Mexico, in other countries in which we operate; |
• | the impact of political developments and uncertainties relating to political and economic conditions in Argentina, including the policies of the government in Argentina; |
• | significant economic or political developments in Mexico and the United States; |
• | uncertainties relating to future election results in Argentina and Mexico; |
• | changes in law, rules, regulations and interpretations and enforcements thereto applicable to the Argentine and Mexican energy sectors, including changes to the regulatory environment in which we operate and changes to programs established to promote investments in the energy industry; |
• | any unexpected increases in financing costs or an inability to obtain financing and/or additional capital pursuant to attractive terms; |
• | any changes in the capital markets in general that may affect the policies or attitude in Argentina and/or Mexico, and/or Argentine and Mexican companies with respect to financings extended to or investments made in Argentina and Mexico or Argentine and Mexican companies; |
• | fines or other penalties and claims by the authorities and/or customers; |
• | any future restrictions on the ability to exchange Mexican or Argentine Pesos into foreign currencies or to transfer funds abroad; |
• | the revocation or amendment of our respective concession agreements by the granting authority; |
• | our ability to implement our capital expenditures plans or business strategy, including our ability to obtain financing when necessary and on reasonable terms; |
• | government intervention, including measures that result in changes to the Argentine and Mexican, labor markets, exchange markets or tax systems; |
• | continued and/or higher rates of inflation and fluctuations in exchange rates, including the devaluation of the Mexican Peso or Argentine Peso; |
• | any force majeure events, or fluctuations or reductions in the value of Argentine public debt; |
• | changes to the demand for energy; |
• | uncertainties relating to the effects of the COVID-19 outbreak and its different variants; |
• | the effects of a pandemic or epidemic and any subsequent mandatory regulatory restrictions or containment measures; |
• | environmental, health and safety regulations and industry standards that are becoming more stringent; |
• | energy markets, including the timing and extent of changes and volatility in commodity prices, and the impact of any protracted or material reduction in oil prices from historical averages; |
• | changes in the regulation of the energy and oil and gas sector in Argentina and Mexico, and throughout Latin America; |
• | our relationship with our employees and our ability to retain key members of our senior management and key technical employees; |
• | the ability of our directors and officers to identify an adequate number of potential acquisition opportunities; |
• | our expectations with respect to the performance of our recently acquired businesses; |
• | our expectations for future production, costs and crude oil prices used in our projections; |
• | uncertainties inherent in making estimates of our oil and gas reserves, including recently discovered oil and gas reserves; |
• | increased market competition in the energy sectors in Argentina and Mexico; |
• | potential changes in regulation and free trade agreements as a result of U.S., Mexican or other Latin American political conditions; |
• | the ongoing conflict involving Russia and Ukraine; and |
• | additional matters identified in “Risk Factors.” |
ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. |
KEY INFORMATION |
a) | both CFE and Pemex would have ceased to be productive state-owned companies and would have become governmental entities, by once again becoming companies wholly controlled by the Federal Government in charge of securing Mexico’s energy sovereignty; |
b) | the cancellation of all power generation permits (including all permit applications pending resolution) and power purchase agreements currently in force, as well as the non-recognition of self-supply and independent power producer permits modified and in force prior to the 2013 Energy Reform; |
c) | CFE would have had the constitutional right to generate at least 54% (fifty-four) percent of Mexico’s electrical power, leaving the remaining 46% (forty-six) percent to the private sector; |
d) | CFE would have been granted the authority to determine Transmission and Distribution tariffs and effectively nullify the Clean Energy Certificates program (CELS); and |
e) | CNH would have been absorbed by SENER and no longer would have been and independent regulator. |
ITEM 4. |
INFORMATION ON THE COMPANY |
(1) | Includes information from Acambuco concession, not shown on this map. |
Block |
Gross acres |
Net acres |
Interest |
Operator |
Net proved reserves as of Dec. 31, 2021 (MMboe) |
Average net production for the year ended Dec. 31, 2021 (Mboe/d) |
Concession Expiration |
|||||||||||||||||||||
Neuquina Basin |
||||||||||||||||||||||||||||
Bajada del Palo Oeste |
62,641 | 62,641 | 100 | % | Vista | 155.0 | 25.6 | 2053 | ||||||||||||||||||||
Entre Lomas Río Negro |
83,349 | 83,349 | 100 | % | Vista | 7.4 | 3.6 | 2026 | ||||||||||||||||||||
Jagüel de los Machos |
48,359 | 48,359 | 100 | % | Vista | 3.5 | 3.1 | 2025 | ||||||||||||||||||||
25 de Mayo-Medanito |
32,247 | 32,247 | 100 | % | Vista | 4.0 | 2.6 | 2026 | ||||||||||||||||||||
Entre Lomas Neuquén |
99,665 | 99,665 | 100 | % | Vista | 2.3 | 1.6 | 2026 |
Block |
Gross acres |
Net acres |
Interest |
Operator |
Net proved reserves as of Dec. 31, 2021 (MMboe) |
Average net production for the year ended Dec. 31, 2021 (Mboe/d) |
Concession Expiration |
|||||||||||||||||||
Bajada del Palo Este |
48,853 | 48,853 | 100 | % | Vista | 2.5 | 0.9 | 2053 | ||||||||||||||||||
Coirón Amargo Norte |
26,598 | 22,508 | 84.6 | % | Vista | 0.8 | 0.3 | 2037 | ||||||||||||||||||
Jarilla Quemada |
47,617 | 47,617 | 100 | % | Vista | 0.1 | 0.5 | (1) |
2040 | |||||||||||||||||
Coirón Amargo Sur Oeste |
16,440 | — | — | (2) |
Shell | — | 0.0 | 2053 | ||||||||||||||||||
Águila Mora |
23,475 | 21,128 | 90 | % | Vista | — | — | 2054 | ||||||||||||||||||
Charco del Palenque |
47,963 | 47,963 | 100 | % | Vista | 0.9 | — | (1) |
2034 | |||||||||||||||||
Aguada Federal |
24,058 | 24,058 | 100 | % (3) |
Vista | — | 0.1 | 2050 | ||||||||||||||||||
Bandurria Norte |
26,404 | 26,404 | 100 | % (3) |
Vista | — | — | 2050 | ||||||||||||||||||
Golfo San Jorge Basin |
||||||||||||||||||||||||||
Sur Río Deseado Este (“SRDE”) (4) |
75,604 | — | — | (4) |
Alianza Petrolera | — | — | 2021 | ||||||||||||||||||
Noroeste Basin |
||||||||||||||||||||||||||
Acambuco |
293,747 | 4,406 | 1.5 | % | Pan American Energy |
0.6 | 0.2 | 2036/2040 | ||||||||||||||||||
Mexico |
||||||||||||||||||||||||||
CS-01 |
23,517 | 23,517 | 100 | % (5) |
Vista | 4.5 | 0.3 | 2047 | ||||||||||||||||||
A-10 |
85,829 | — | — | (5) |
Jaguar | — | 0.1 | 2047 | ||||||||||||||||||
TM-01 |
17,889 | — | — | (5) |
Jaguar | — | 0.0 | 2047 |
(1) | Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). |
(2) | Fully divested 10% working interest to Shell. The effective date of the transaction was April 1, 2021. |
(3) | Acquired 50% working interest in Aguada Federal and Bandurria Norte concessions on September 16, 2021. Acquired an additional 50% working interest in Aguada Federal and Bandurria Norte concessions on January 17, 2022. |
(4) | The 25-year term of the SRDE exploitation concession, with a 16.9% working interest, expired on March 21, 2021. Vista decided not to request the 10-year extension filed by the operator. |
(5) | As of March 25, 2021, we increased our working interest in CS-01 from 50% to 100%. As of April 29, 2021, we reduced our working interest in A-10 and TM-01 from 50% to 0%, through an asset transfer with Jaguar Exploración y Producción 2.3., S.A.P.I. de C.V and Pantera Exploración y Producción 2.2., S.A.P.I. de C.V. |
Block |
Average net oil production for the year ended December 31, 2021 (Mbbl/d) (5) |
Average net gas production for the year ended December 31, 2021 (MMm 3 /d)(5) |
Average net NGL production for the year ended December 31, 2021 (Mbbl/d) (5) |
|||||||||
Neuquina Basin |
||||||||||||
Bajada del Palo Oeste |
20.8 | 0.8 | — | |||||||||
Entre Lomas Río Negro |
2.3 | 0.1 | 0.3 | |||||||||
Jagüel de los Machos |
2.3 | 0.1 | — | |||||||||
25 de Mayo-Medanito |
2.4 | 0.0 | — | |||||||||
Entre Lomas Neuquén |
1.1 | 0.1 | 0.1 | |||||||||
Bajada del Palo Este |
0.4 | 0.1 | 0.1 | |||||||||
Coirón Amargo Norte |
0.3 | 0.0 | — | |||||||||
Jarilla Quemada (1) |
0.2 | 0.0 | 0.0 | |||||||||
Coirón Amargo Sur Oeste (2) |
0.0 | 0.0 | — | |||||||||
Águila Mora |
— | — | — | |||||||||
Charco del Palenque (1) |
— | — | — | |||||||||
Aguada Federal (3) |
0.1 | 0.0 | — | |||||||||
Bandurria Norte (3) |
— | — | — | |||||||||
Golfo San Jorge Basin |
||||||||||||
Sur Río Deseado Este (4) |
— | — | — | |||||||||
Noroeste Basin |
||||||||||||
Acambuco |
0.0 | 0.0 | — |
(1) | Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). |
(2) | Fully divested a 10% working interest to Shell. The effective date of the transaction was April 1, 2021. |
(3) | Acquired 50% working interest in Aguada Federal and Bandurria Norte concessions on September 16, 2021. Acquired an additional 50% working interest in Aguada Federal and Bandurria Norte concessions on January 17, 2022. |
(4) | The 25-year term of the SRDE exploitation concession, with a 16.9% working interest, expired on March 21, 2021. Vista decided not to request the 10-year extension filed by the operator. |
(5) | Oil production is comprised of the production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of the production of propane and butane (LPG) and excludes natural gasoline. |
Block |
Average net oil production for the year ended December 31, 2020 (Mbbl/d) (2) |
Average net gas production for the year ended December 31, 2020 (MMm 3 /d)(2) |
Average net NGL production for the year ended December 31, 2020 (Mbbl/d) (2) |
|||||||||
Neuquina Basin |
||||||||||||
Bajada del Palo Oeste |
8.3 | 0.59 | — | |||||||||
Entre Lomas Río Negro |
2.6 | 0.23 | 0.4 | |||||||||
Jagüel de los Machos |
2.6 | 0.13 | — | |||||||||
25 de Mayo-Medanito |
2.6 | 0.02 | — | |||||||||
Entre Lomas Neuquén |
1.0 | 0.04 | 0.1 | |||||||||
Bajada del Palo Este |
0.4 | 0.08 | 0.0 | |||||||||
Coirón Amargo Norte |
0.3 | 0.01 | — | |||||||||
Jarilla Quemada (1) |
0.2 | 0.04 | 0.0 | |||||||||
Coirón Amargo Sur Oeste |
0.1 | 0.00 | — | |||||||||
Águila Mora |
0.0 | — | — | |||||||||
Charco del Palenque (1) |
— | — | — | |||||||||
Golfo San Jorge Basin |
||||||||||||
Sur Río Deseado Este |
— | — | — | |||||||||
Noroeste Basin |
||||||||||||
Acambuco |
0.0 | 0.02 | — |
(1) | Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). |
(2) | Oil production is comprised of production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of production of propane and butane (LPG) and excludes natural gasoline. |
Block |
Average net oil production for the year ended December 31, 2019 (Mbbl/d) (2) |
Average net gas production for the year ended December 31, 2019 (MMm 3 /d)(2) |
Average net NGL production for the year ended December 31, 2019 (Mbbl/d) (2) |
|||||||||
Neuquina Basin |
||||||||||||
Bajada del Palo Oeste |
5.5 | 0.68 | — | |||||||||
Entre Lomas Río Negro |
3.3 | 0.06 | — | |||||||||
Jagüel de los Machos |
3.3 | 0.17 | — | |||||||||
25 de Mayo-Medanito |
3.3 | 0.03 | — | |||||||||
Entre Lomas Neuquén |
1.3 | 0.03 | 0.6 | |||||||||
Bajada del Palo Este |
0.6 | 0.12 | 0.1 | |||||||||
Coirón Amargo Norte |
0.2 | 0.01 | — | |||||||||
Jarilla Quemada (1) |
0.3 | 0.05 | 0.0 | |||||||||
Coirón Amargo Sur Oeste |
0.2 | 0.00 | — | |||||||||
Águila Mora |
0.0 | 0.00 | — | |||||||||
Charco del Palenque (1) |
— | — | — | |||||||||
Golfo San Jorge Basin |
||||||||||||
Sur Río Deseado Este |
— | — | — | |||||||||
Noroeste Basin |
||||||||||||
Acambuco |
0.0 | 0.03 | — |
(1) | Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). |
(2) | Oil production is comprised of production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of production of propane and butane (LPG) and excludes natural gasoline. Our production of natural gasoline is mixed and sold with our crude oil and condensate production and represents less than 0.05% of our average daily production. |
Well name |
Pad number |
Landing zone |
Lateral length (mts) |
Total completion stages | ||||
2013 | #1 | Organic | 2,483 | 33 | ||||
2014 | #1 | La Cocina | 2,633 | 35 | ||||
2015 | #1 | Organic | 2,558 | 34 | ||||
2016 | #1 | La Cocina | 2,483 | 34 | ||||
2029 | #2 | Organic | 2,189 | 37 | ||||
2030 | #2 | La Cocina | 2,248 | 38 | ||||
2032 | #2 | Organic | 2,047 | 35 | ||||
2033 | #2 | La Cocina | 1,984 | 33 | ||||
2061 | #3 | La Cocina | 2,723 | 46 | ||||
2062 | #3 | Organic | 2,624 | 44 | ||||
2063 | #3 | La Cocina | 3,025 | 51 | ||||
2064 | #3 | Organic | 1,427 | 36 | ||||
2025 | #4 | Lower Carbonate | 2,186 | 26 | ||||
2026 | #4 | La Cocina | 2,177 | 44 | ||||
2027 | #4 | Lower Carbonate | 2,551 | 31 | ||||
2028 | #4 | La Cocina | 2,554 | 51 | ||||
2501 | #5 | La Cocina | 2,538 | 52 | ||||
2502 | #5 | Organic | 2,436 | 50 |
Well name |
Pad number |
Landing zone |
Lateral length (mts) |
Total completion stages | ||||
2503 | #5 | La Cocina | 2,468 | 50 | ||||
2504 |
#5 | Organic | 2,332 | 44 | ||||
2391 |
#6 | La Cocina | 2,715 | 56 | ||||
2392 |
#6 | Organic | 2,804 | 54 | ||||
2393 |
#6 | La Cocina | 2,732 | 56 | ||||
2394 |
#6 | Organic | 2,739 | 57 | ||||
2261 |
#7 | La Cocina | 2,710 | 46 | ||||
2262 |
#7 | Organic | 2,581 | 45 | ||||
2263 |
#7 | La Cocina | 2,609 | 45 | ||||
2264 |
#7 | Organic | 2,604 | 46 | ||||
2211 |
#8 | Organic | 2,596 | 53 | ||||
2212 |
#8 | La Cocina | 2,576 | 53 | ||||
2213 |
#8 | Organic | 2,608 | 54 | ||||
2214 |
#8 | La Cocina | 2,662 | 54 | ||||
2351 |
#9 | La Cocina | 3,115 | 63 | ||||
2352 |
#9 | Organic | 3,218 | 62 | ||||
2353 |
#9 | La Cocina | 3,171 | 61 | ||||
2354 |
#9 | Organic | 2,808 | 56 | ||||
2441 |
#10 | La Cocina | 3,094 | 63 | ||||
2442 |
#10 | Organic | 2,883 | 50 | ||||
2443 |
#10 | La Cocina | 2,816 | 57 | ||||
2444 |
#10 | Organic | 2,625 | 45 |
a) | Trafigura has (A) a contractual right over 20% of the hydrocarbon production of the wells included in such agreement, (B) bears 20% of the capital expenditures, as well as the corresponding royalties and direct taxes, with respect to the wells included in such agreement, and (C) payed Vista (i) US$5,000,000 on the date such agreement becomes effective, (ii) 4 installments of US$5,000,000 each when the second, third, fourth and fifth pad included in such agreement commence production, for a total of US$25,000,000, and (iii) a fee on Trafigura’s share of total production to compensate Vista for all operating expenses, G&A expenses, midstream costs and well abandonment costs. |
b) | We remain operator of the block and hold 100% of the title of the Bajada del Palo Oeste concession, and, with respect to the wells included in the agreement, will: (i) retain rights over 80% of the hydrocarbon production, (ii) bear 80% of the capital expenditures, as well as the corresponding royalties and direct taxes, and (iii) bear all other costs, including operating and midstream costs. |
c) | Trafigura has an option to participate in up to 2 additional pads under the same terms and conditions described in items a) and b) above for the initial 5 pads, including a payment to Vista of US$5,000,000 for each additional pad. This option can be exercised for up to 180 consecutive days after the commencement of production of the second pad. |
Crude oil, condensate and NGL (1) (MMbbl) |
Consumption plus natural gas sales (2) (MMboe) |
Total proved reserves (MMboe) |
% Oil |
|||||||||||||
Net Proved developed: |
48.5 | 16.2 | 64.7 | 75 | % | |||||||||||
Net Proved undeveloped: |
98.1 | 18.8 | 116.9 | 84 | % | |||||||||||
Total Net Proved |
146.6 | 35.0 | 181.6 | 81 | % |
(1) | Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented less than 1% of our proved developed and undeveloped reserves as of December 31, 2020, and December 31, 2021, respectively. |
(2) | Natural gas consumption represented 16% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2020, and 13% as of December 31, 2021. |
Total Proved Developed |
Total Proved Undeveloped |
Total Proved |
||||||||||||||||||||||||||||||||||
Crude oil, condensate and NGL (1) (MMbbl) |
Consumption plus natural gas sales (2) (Mmboe) |
Total of oil and gas proved developed reserves (MMboe) |
Crude oil, condensate and NGL (MMbbl) |
Consumption plus natural gas sales (Mmboe) |
Total of oil and gas proved undeveloped reserves (MMboe) |
Crude oil, condensate and NGL (MMbbl) |
Consumption plus natural gas sales (Mmboe) |
Total of oil and gas proved reserves (MMboe) |
||||||||||||||||||||||||||||
Bajada del Palo Oeste |
33.4 | 9.2 | 42.6 | 95.0 | 17.4 | 112.4 | 128.4 | 26.6 | 155.0 | |||||||||||||||||||||||||||
Bajada del Palo Este |
1.4 | 1.1 | 2.5 | 0.0 | 0.0 | 0.0 | 1.4 | 1.1 | 2.5 | |||||||||||||||||||||||||||
Charco del Palenque |
0.8 | 0.1 | 0.9 | 0.0 | 0.0 | 0.0 | 0.8 | 0.1 | 0.9 | |||||||||||||||||||||||||||
Coirón Amargo Norte |
0.7 | 0.1 | 0.8 | 0.0 | 0.0 | 0.0 | 0.7 | 0.1 | 0.8 | |||||||||||||||||||||||||||
Entre Lomas Rio Negro |
3.8 | 3.3 | 7.0 | 0.1 | 0.3 | 0.4 | 3.8 | 3.6 | 7.4 | |||||||||||||||||||||||||||
Entre Lomas Neuquén |
1.5 | 0.7 | 2.3 | 0.0 | 0.0 | 0.0 | 1.5 | 0.7 | 2.3 |
Total Proved Developed |
Total Proved Undeveloped |
Total Proved |
||||||||||||||||||||||||||||||||||
Crude oil, condensate and NGL (1) (MMbbl) |
Consumption plus natural gas sales (2) (Mmboe) |
Total of oil and gas proved developed reserves (MMboe) |
Crude oil, condensate and NGL (MMbbl) |
Consumption plus natural gas sales (Mmboe) |
Total of oil and gas proved undeveloped reserves (MMboe) |
Crude oil, condensate and NGL (MMbbl) |
Consumption plus natural gas sales (Mmboe) |
Total of oil and gas proved reserves (MMboe) |
||||||||||||||||||||||||||||
Jagüel de los Machos |
2.7 | 0.8 | 3.5 | 0.0 | 0.0 | 0.0 | 2.7 | 0.8 | 3.5 | |||||||||||||||||||||||||||
Jarilla Quemada |
0.0 | 0.1 | 0.1 | 0.0 | 0.0 | 0.0 | 0.0 | 0.1 | 0.1 | |||||||||||||||||||||||||||
25 de Mayo–Medanito |
3.8 | 0.2 | 4.0 | 0.0 | 0.0 | 0.0 | 3.8 | 0.2 | 4.0 | |||||||||||||||||||||||||||
Acambuco |
0.1 | 0.5 | 0.6 | 0.0 | 0.0 | 0.0 | 0.1 | 0.5 | 0.6 | |||||||||||||||||||||||||||
Aguada Federal |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||||||||||||||||
Bandurria Norte |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||||||||||||||||
CS-01 |
0.3 | 0.0 | 0.4 | 3.0 | 1.1 | 4.1 | 3.4 | 1.1 | 4.5 | |||||||||||||||||||||||||||
Total |
48.5 |
16.2 |
64.7 |
98.1 |
18.8 |
116.9 |
146.6 |
35.0 |
181.6 |
(1) | Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented less than 1% of our proved developed and undeveloped reserves as of December 31, 2020, and December 31, 2021, respectively. |
(2) | Natural gas consumption represented 16% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2020, and 13% as of December 31, 2021. |
• | An increase of 65.2 MMboe (55.2 MMbbl of oil and 56.1 Bcf of natural gas) in the extensions and discoveries category, driven by the addition of 11 pads (for a total of 44 wells) classified as proved undeveloped due to the successful drilling in Vaca Muerta formation in Bajada del Palo Oeste concession (46.2 MMbbl of oil and 46.5 Bcf of natural gas); the extension of proved developed acreage related to the drilling of 2 unproved pads (for a total of 8 wells) in Vaca Muerta formation in Bajada del Palo Oeste concession under the farmout agreement with Trafigura (7.3 MMbbl and 7.2 Bcf); and the transfer of assets in Mexico, whereby the Company increased its equity to 100% in CS-01 (1.7 MMbbl and 2.4 Bcf). |
• | An increase of 5.3 MMbbl of oil due to revisions of previous estimates, driven by the extension of well economic limits due to increased oil prices (+3.3 MMbbl); an enhanced performance of Bajada del Palo Oeste unconventional wells (+2.6 MMbbl); and the development plan approved by the CNH and the drilling and completion of Vernet-1001 well in Mexico (+1.5 MMbbl); partially offset by a lower performance of the base production of Bajada del Palo Oeste (-0.6 MMbbl), 25 de Mayo-Medanito (-0.6 MMbbl), Entre Lomas Río Negro (-0.5 MMbbl) and Coirón Amargo Norte (- 0.4 MMbbl) conventional wells. |
• | A decrease of 2.4 Bcf of gas (0.4 MMboe) due to revision of previous estimates, related to the revision of the type curve of proved undeveloped reserves in Lotena formation (-4.9 Bcf); a lower performance of Borde Montuoso conventional wells in Bajada del Palo Oeste (-4.0 Bcf) and Charco Bayo gas wells in Entre Lomas Río Negro (-2.3 Bcf); the lower performance of the new dry gas well drilled in 2021 in Bajada del Palo Oeste concession (-1.8 Bcf); and a change in the development plan in gas reservoirs in conventional fields (-1.1 Bcf); partly offset by an enhanced performance of Bajada del Palo Oeste unconventional wells (+2.9 Bcf); the development plan approved by the CNH and the drilling and completion of Vernet-1001 well in Mexico (+3.0 Bcf); and an extension of well economic limits (+5.8 Bcf) due to higher commercial gas prices. |
• | A decrease of 2.5 MMboe (-2.2 MMbbl of oil and -1.9 Bcf of natural gas) due to purchases and sales of oil and natural gas reserves are related to: the sale of the interest (10%) in CASO (-1.4 MMbbl of oil and -1.0 Bcf of natural gas); and the farmout agreement with Trafigura (-0.9 MMbbl of oil and -0.9 Bcf of natural gas); partly offset by the acquisition of the 50% interest in Aguada Federal concession (+0.1 MMbbl of oil). |
• | A decrease of 14.2 MMboe due to 2021 production, of which 14.1 MMboe were in Argentina and 0.1 MMboe in Mexico. |
• | estimates are prepared using generally accepted practices and methodologies; |
• | estimates are prepared objectively and free of bias; |
• | estimates and changes therein are prepared on a timely basis; |
• | estimates and changes therein are properly supported and approved; and |
• | estimates and related disclosures are prepared in accordance with regulatory requirements. |
Total Acreage |
Total Developed Acreage |
Total Undeveloped Acreage |
||||||||||||||||||||||
Gross |
Net |
Gross |
Net |
Gross |
Net |
|||||||||||||||||||
Argentina |
864,976 | 543,966 | 104,316 | 84,311 | 760,660 | 459,655 | ||||||||||||||||||
Mexico |
23,517 | 23,517 | 13,675 | 13,675 | 9,842 | 9,842 |
Oil |
Gas |
Total |
||||||||||||||||||||||
Gross |
Net |
Gross |
Net |
Gross |
Net |
|||||||||||||||||||
Argentina |
1,091 | 1,089 | 68 | 68 | 1,159 | 1,157 | ||||||||||||||||||
Mexico |
9 | 9 | 0 | 0 | 9 | 9 |
Wells in process of being drilled or in active completion in Argentina |
Wells in process of being drilled or in active completion in Mexico |
|||||||
Oil wells |
||||||||
Gross |
16 | 0 | ||||||
Net |
12 | 0 | ||||||
Gas wells |
||||||||
Gross |
0 | 0 | ||||||
Net |
0 | 0 |
Block |
Production for the year ended December 31, 2021 |
Production for the year ended December 31, 2020 |
Operator |
|||||||||||||||||||||
Oil (1) (thousandsbarrels) |
Natural gas sales (2) (millions cubic feet) |
Working Interest |
Oil (1) (thousandsbarrels) |
Natural gas sales (2) (millionscubic feet) |
||||||||||||||||||||
Neuquina Basin |
||||||||||||||||||||||||
Bajada del Palo Oeste |
7,609.03 | 9,749.30 | 3,055.30 | 7,675.40 | Vista | |||||||||||||||||||
Entre Lomas Río Negro |
852.00 | 1,842.81 | 100 | % | 985.2 | 3,244.00 | Vista | |||||||||||||||||
Jagüel de los Machos |
857.14 | 1,570.18 | 100 | % | 939.4 | 1,743.90 | Vista | |||||||||||||||||
25 de Mayo-Medanito |
879.57 | 440.04 | 100 | % | 938.1 | 321.5 | Vista | |||||||||||||||||
Entre Lomas Neuquén |
401.05 | 994.69 | 100 | % | 351 | 466.1 | Vista | |||||||||||||||||
Bajada del Palo Este |
152.46 | 896.68 | 100 | % | 158.8 | 1,003.10 | Vista | |||||||||||||||||
Coirón Amargo Norte |
95.22 | 6.25 | 100 | % | 94.6 | 73.6 | Vista | |||||||||||||||||
Jarilla Quemada (3) |
88.85 | 423.64 | 84.60 | % | 70.6 | 570.3 | Vista | |||||||||||||||||
Coirón Amargo Sur Oeste |
6.02 | 2.82 | 100 | % | 30.9 | 20.8 | Shell | |||||||||||||||||
Águila Mora |
— | — | — | (4) |
18 | — | Vista | |||||||||||||||||
Charco del Palenque (3) |
— | — | 90 | % | — | — | Vista | |||||||||||||||||
Aguada Federal |
35.96 | 23.43 | 100 | % | — | — | Vista | |||||||||||||||||
Bandurria Norte |
— | — | 100 | % (5) |
— | — | Vista | |||||||||||||||||
Golfo San Jorge Basin |
100 | % (5) |
||||||||||||||||||||||
Sur Río Deseado Este |
— | — | — | — | Alianza Petrolera | |||||||||||||||||||
Noroeste Basin |
— | (6) |
||||||||||||||||||||||
Acambuco |
6.77 | 281.35 | 8.6 | 314 | Pan American Energy |
(1 ) |
Oil production is comprised of production of crude oil, condensate and natural gasoline. |
(2) |
Natural gas production excludes natural gas consumption. |
(3) |
Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). |
(4) |
Fully divested 10% working interest to Shell. The effective date of the transaction is April 1, 2021. |
(5) |
Acquired 50% working interest in Aguada Federal and Bandurria Norte concessions on September 16, 2021. Acquired an additional 50% working interest in Aguada Federal and Bandurria Norte concessions on January 17, 2022. |
(6) |
The 25-year term of the SRDE exploitation concession, with 16.9% working interest, expired on March 21, 2021, and Vista decided not to request the 10-year extension filed by the operator. |
Block |
Production for the nine months period ended December 31, 2019 |
Working Interest |
Operator |
|||||||||||||
Crude oil (1) (in thousands of barrels) |
Natural gas (2) (in millions of cubic feet) |
|||||||||||||||
Neuquina Basin |
||||||||||||||||
Bajada del Palo Oeste |
1,993.0 | 8,792.6 | 100 | % | Vista | |||||||||||
Entre Lomas Río Negro |
1,219.5 | 4,552.3 | 100 | % | Vista | |||||||||||
Jagüel de los Machos |
1,186.9 | 2,160.3 | 100 | % | Vista | |||||||||||
25 de Mayo-Medanito |
1,218.0 | 404.1 | 100 | % | Vista | |||||||||||
Entre Lomas Neuquén |
486.7 | 1,872.4 | 100 | % | Vista | |||||||||||
Bajada del Palo Este |
212.8 | 1,515.1 | 100 | % | Vista | |||||||||||
Coirón Amargo Norte |
81.2 | 70.9 | 84.62 | % | Vista | |||||||||||
Jarilla Quemada(3) |
117.1 | 690.2 | 100 | % | Vista | |||||||||||
Coirón Amargo Sur Oeste |
56.9 | 39.9 | 10 | % | Shell | |||||||||||
Águila Mora |
13.5 | — | 90 | % | Vista | |||||||||||
Charco del Palenque |
— | — | 100 | % | Vista | |||||||||||
Golfo San Jorge Basin |
||||||||||||||||
Sur Río Deseado Este |
— | — | 16.95 | % | Alianza Petrolera | |||||||||||
Noroeste Basin |
||||||||||||||||
Acambuco |
8.5 | 344.4 | 1.5 | % | Pan American Energy |
(1) |
Oil production is comprised of production of crude oil, condensate and natural gasoline. |
(2) |
Natural gas production excludes natural gas consumption. |
(3) |
Consolidates information of both Jarilla Quemada and Charco del Palenque. |
For the Year Ended December 31, |
Oil development well –productive |
Gas development well – productive |
Oil development well – dry |
Gas development well – dry |
Exploratory well – productive |
Exploratory well – dry | ||||||
2019 | 20 | 5 | 2 | 0 | 1 | 0 | ||||||
2020 | 24 | 0 | 0 | 0 | 0 | 0 | ||||||
2021 | 23 | 3 | 0 | 0 | 0 | 0 |
For the Year Ended December 31, |
Oil development well –productive |
Gas development well – productive |
Oil development well – dry |
Gas development well – dry |
Exploratory well – productive |
Exploratory well – dry | ||||||
2019 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
2020 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
2021 | 0 | 0 | 0 | 0 | 1 | 0 |
• | We completed a baseline study with GHG emissions actuals for 2019 and 2020, which constitute the baseline against which the Company will measure emissions reductions. |
• | We are currently implementing selected projects prioritized by the Company’s carbon abatement cost curve. Projects implemented during 2021, led to a reduction in GHG emissions by 14% year-over-year, with investments in carbon reduction projects more than offsetting the impact of our production increase and implying a reduction in GHG emissions intensity by 39% year-over-year, to 24.1 kgCo2e/boe. |
• | We put a plan in place to reduce absolute emissions from our operations by 35% by 2026, compared to 2020, while we forecast to double our total production in the same period. |
• | We started to evaluate alternatives to offset our remaining CO 2 emissions with the implementation of a diversified portfolio of forest and soil carbon sequestration projects in Argentina. |
• | Based on the reduction of GHG emissions from our operations and our nature-based solutions portfolio, we established our ambition to become net zero in scope 1 and 2 GHG emissions by 2026. See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to our Business and Industry—Climate change could impact our operating results, access to capital and strategy.” |
• | We recorded a total recordable incident rate (“TRIR”) of 0.29, a 24% improvement compared to 2020. |
• | We believe we made solid progress in our gender initiatives, which are part of the Vista DEI program, and aim to comprehensively addresses multiple fronts such as hiring, mentoring and advancement, training and awareness, and incorporates new policies focusing on diversity, equity and inclusion. During 2021, 60% of our new hires were women. |
• | We continued our investment in social infrastructure in Catriel, Río Negro Province: we completed the first phase of 8km bicycle lane, assigned company premises for children’s sports activities and sponsored a local table-tennis player. |
• | We believe we made good progress in strengthening our local supply chain. In 2021, the total value of local purchases was US$78 million, reflecting a 56% increase year-over-year. The share of local suppliers represented 21% of total purchases in 2021. |
• | We assigned Company premises to be used as a vaccination center during the COVID-19 pandemic. |
• | We published the inaugural 2020 Sustainability report, aligned with GRI and SASB reporting standards. |
• | We established an internal carbon price of 50 $/tn CO 2 in order to reflect the cost of emissions in strategic planning and capital allocation. |
• | We worked to strengthen governance by issuing internal policies related to human rights, conflict of interest, diversity, equity & inclusion and anti-corruption, and trained staff to improve awareness on such matters. |
• | require the acquisition of various permits or other authorizations or the preparation of environmental assessments, studies or plans (such as well closure plans) before seismic or drilling activity commences; |
• | enjoin some or all of the operations of facilities deemed not in compliance with permits; |
• | restrict the types, quantities and concentration of various substances that can be released into the environment in connection with oil and natural gas drilling, production and transportation activities; |
• | require establishing and maintaining bonds, reserves or other commitments to plug and abandon wells; and |
• | require remedial measures to mitigate or remediate pollution from our operations, which, if not undertaken, could subject us to substantial penalties. |
World Shale Oil Resources (Bnboe) |
World Shale Gas Resources (Tcf) | |
![]() |
![]() |
Play |
Total Organic Content (“TOC”) (%) |
Thickness (m) |
Reservoir Pressure (psi/ft) | |||
Bajada del Palo Oeste |
4.2 | 250 | 0.9 | |||
Eagle Ford |
3 | 200 – 300 | 0.5 – 0.8 | |||
Wolfcamp (Permian) |
3 – 5 | 30 – 100 | 0.5 – 0.9 |
• | Conventional Exploration permits |
• | Unconventional exploration permits |
• | Concession 35-year term was established, including an initial pilot plan of up to five years. For offshore production, concessions will be granted for periods of up to 30 years. Under the previous Hydrocarbons Law regime, the concessions could be extended only once for a 10-year term. Law No. 27,007 established the possibility to request successive extensions to conventional and unconventional concessions for 10-year periods, under certain requirements. Even the concessions which were in force prior the enactment of the new regime and those which had already been extended once may be extended again. |
• | Reservation of areas and the transportation method |
• | Royalties |
• | For tariffs on hydrocarbon transportation through oil pipelines and multiple purpose pipelines, as well as for tariffs on storage, the use of buoys and the handling of liquid hydrocarbons; and |
• | That may be deducted in connection with crude oil transportation by producers that, as of the date of the regulation, transport their production through their own unregulated pipelines, for the purpose of calculating royalties. |
(i) | Until December 31, 2020, the base price for crude oil in the local market was set at 45 US$/bbl (using the reference of crude oil “Medanito”) to be adjusted for each type of crude oil and port of entry, establishing the price to be applied for the calculation of royalties under the Hydrocarbons Law. |
(ii) | In addition, the SdE shall oversee the compliance of producers with the Annual Investment Plan required by Section 12 of Annex to Decree No. 1277/12, and shall apply, if necessary, the applicable sanctions. |
(iii) | As long as these measures were effective, refineries and traders were forced to acquire their demand for crude oil from local producers. In addition, integrated companies, refineries and traders were not allowed to import products that were available for sale or to that could be processed in the local market. |
(iv) | Export duties were set forth for certain hydrocarbon products: (i) 0% rate for export duties in the event that international the price is equal or inferior to the “base value” (US$45/bbl), (ii) 8% rate for export duties in the event that the international price is equal or superior to the reference value (US$60/bbl), and (iii) in the case that the international price is higher that the Base Value and lower to the Reference Value, the export duty tax rate shall be determined according to a progressive adjustment formula for the export duty rate from 0 to 8%. Decree 488/2020 does not establish a time limit for the application of the export duties indicated therein, although under certain interpretations such duties would become ineffective as of January 1, 2022 considering the limit established in the Solidarity Law (December 31, 2021). |
(v) | The amounts of the sanctions set forth in Section 97 of the Hydrocarbons Law were set between a minimum equivalent to the value of 22 m3 of national crude oil in the local market and a maximum of 2,200 m3 of the same hydrocarbon, for each infraction. |
(i) | Resolution No. 417/2019 was repealed; |
(ii) | Disposition No. 284/2019 was repealed; |
(iii) | the new “Natural Gas Export Authorization Procedure” was approved. |
(iv) | The Undersecretariat of Hydrocarbons was delegated the tasks specifically entrusted in the “Procedure for Authorization of Natural Gas Exports.” |
a. | The Gas.Ar Plan was implemented through direct contracts between gas producers, on the one hand, and gas distributors and/or sub-distributors (to satisfy priority demand) and CAMMESA (the Wholesale Electricity Market Administrator, to satisfy demand of thermal power plants), on the other. Such contracts (i) were awarded and negotiated through, and (ii) the price of gas in the point of entry into the transportation system (“PIST” for its acronym in Spanish) arose from, a tender procedure carried out by the SdE, as detailed further below. |
b. | It shall have an initial duration of four years, which may be extended by the SdE for additional periods of one year each based on its analysis of the gas market, demand volumes and investment possibilities in infrastructure. For off-shore projects, a longer term of up to eight years may be contemplated. |
c. | Comprises a total volume of 70 mmcm/d for the 365 days of each year in which the Gas.Ar Plan is in place (distributed as follows (i) Austral Basin 20 mmcm/d, (ii) Neuquina Basin 47.2 mmcm/d, and (iii) Northwest Basin 2.8 mmcm/d), and certain additional volumes for the winter seasonal period of each of the four years. |
d. | Producers had to present an investment plan to reach the committed injection volumes and be bound to achieve a production curve per basin that guarantees the maintenance and/or increase of current levels of production. |
e. | Participating producing companies may be offered preferential conditions for exports under firm condition for up to a total volume of 11 mmcm/d, to be committed exclusively during the non-winter period. The benefits for exports will apply both to the export of natural gas through pipelines and to its liquefaction in Argentina and subsequent export as LNG. |
f. | The Argentine government may assume on a monthly basis payment of a portion of the price of natural gas in the PIST, in order to mitigate the impact of the cost of natural gas to be transferred to end users. |
g. | The Argentine Central Bank established appropriate mechanisms to guarantee the repatriation of direct investments and their respective returns and/or the payment of principal and interest of foreign financings, provided that such funds have been entered into to Argentina through the Argentine Foreign Exchange Market as from the entry into force of the decree, and are used to finance projects under the Gas.Ar Plan. |
• | It declared the construction of the “President Néstor Kirchner Gas Pipeline” to be of National Public Interest as a strategic project for the development of natural gas in the Argentine Republic (which will transport natural gas starting from the Province of Neuquén, crossing the Provinces of Río Negro, La Pampa, Buenos Aires, up to the Province of Santa Fe), as well as its complementary works, and the construction of the works for the expansion and strengthening of the National Natural Gas Transportation System. |
• | It created the “Transport.Ar Producción Nacional” Gas Pipeline System Program, within the scope of the Undersecretary of Hydrocarbons, with the purpose of: |
(a) | Executing the necessary works to promote the development and growth of natural gas production and supply, |
(b) | Substituting imports of LNG and Gas Oil—Fuel Oil used to supply priority demand and thermal generation plants, respectively, |
(c) | Ensuring the supply of energy, |
(d) | Guaranteeing the domestic supply under the terms of Laws Nos. 17,319, 24,076 and 26,741, |
(e) | Increasing the reliability of the energy system, |
(f) | Optimizing the national transportation system, |
(g) | Increasing natural gas exports to neighboring countries, |
(h) | Promoting regional gas integration on the basis of the principles set forth in the existing regulations on the matter. |
• | It approved the list of works to be executed within the framework of the “Transport.Ar Producción Nacional” Gas Pipeline System Program. |
• | The SdE shall conduct the Program, defining the prioritization of the works, projects and their corresponding stages, in order to guarantee the development of natural gas in the market, paying special attention to the current needs that need to be urgently addressed in the whole sector of the natural gas market, which includes its exploitation, development and transportation; in accordance with the objectives set forth in Resolution 67/2022 and with the provisions of Decree No. 892/2020 (Gas.Ar Plan) and Resolution No. 1. 036/2021 of the SdE. Likewise, it shall monitor the development of the Program, the planning and execution of the Works, with the assistance of a team of renowned experts hired for such purpose. |
• | Granted to IEASA a Transportation Concession (the “Concession”) over the President Néstor Kirchner Gas Pipeline. |
• | In its capacity as principal, IEASA may bid, contract, plan and execute the construction of the infrastructure works included in the “Transport.Ar Producción Nacional” Gas Pipeline System Program. |
• | The transportation tariffs applicable by IEASA for the provision of the transportation service granted by the Concession will be determined and adjusted by the Ente Nacional Regulador del Gas (“ENARGAS”). |
• | IEASA, with the approval of the Ministry of Economy, may enter into freely negotiated contracts relating to transportation capacity with producers and/or shippers for the construction or expansion, in whole or in part, of the Gas Pipeline. The transportation capacity thus contracted will not be subject to the tariffs approved by ENARGAS, which will be applied to the transportation capacity not committed in these contracts. |
• | YPF S.A. will have priority to contract transportation capacity with respect to which IEASA is entitled to freely contract, in which case it will have to prepay, totally or partially, the amount associated to such contracts, prior approval of the Ministry of Economy. With respect to transportation capacity not contracted, IEASA is obligated to allow indiscriminate access to third parties. |
• | IEASA, in exclusivity with YPF S.A., may jointly establish a scheme of technical collaboration, association, investment, or any other form of participation for the purpose of executing the programs and projects financed by the Solidarity and Extraordinary Contribution (pursuant to Law No. 27,605). |
• | IEASA may partially or totally assign the ownership of the Concession to YPF S.A., prior authorization from the SdE. |
• | Created the administration and financial trust “Fondo de Desarrollo Gasífero Argentino” (“FONDESGAS”)-, of which IEASA is trustee and beneficiary, for the purpose of financing the works included in the Gas Pipeline System Program “Transport.Ar Producción Nacional”, including the repayment of the capital and interest services of the trust securities issued within its framework. The trustee and administrator of the trust assets is Banco de Inversión y Comercio Exterior S.A. (BICE). |
• | The assets of FONDESGAS shall be constituted, among others, by the following trust assets: (i) The resources from credit operations in the domestic or foreign market, for which purpose the most convenient financial instruments may be appealed to under the terms authorized by the Ministry of Economy; and (ii) the resources from the contracts for the sale of transportation capacity over the Gas Pipeline. |
Mexican Oil and Gas Reserves as of January 1, 2021 (Bnboe) |
||||||||||||
Reserves |
||||||||||||
Geological Basin |
Cumulative production |
1P |
3P |
|||||||||
Southeast |
52.3 | 6.0 | 14.3 | |||||||||
Tampico Misantla |
3.9 | 1.0 | 5.7 | |||||||||
Burgos |
2.9 | 0.2 | 0.3 | |||||||||
Veracruz |
1.0 | 0.7 | 2.1 | |||||||||
Sabinas |
0.1 | 0.0 | 0.0 | |||||||||
Others* |
0.2 | 0.1 | 0.4 | |||||||||
Deepwater |
0.0 | 0.0 | 0.0 | |||||||||
|
|
|
|
|
|
|||||||
Total Mexico |
60.3 | 8.0 | 22.8 | |||||||||
|
|
|
|
|
|
* | Includes Cinturón Plegado de Chiapas and Plataforma Burro-Picachos |
a) | both CFE and Pemex would have ceased to be productive state-owned companies and would have become governmental entities, by once again becoming companies wholly controlled by the Federal Government in charge of securing Mexico’s energy sovereignty; |
b) | the cancellation of all power generation permits (including all permit applications pending resolution) and power purchase agreements currently in force, as well as the non-recognition of self-supply and independent power producer permits modified and in force prior to the 2013 Energy Reform; |
c) | CFE would have had the constitutional right to generate at least 54% (fifty-four) percent of Mexico’s electrical power, leaving the remaining 46% (forty-six) percent to the private sector; |
d) | CFE would have been granted the authority to determine Transmission and Distribution tariffs and effectively nullify the Clean Energy Certificates program (CELS); and |
e) | CNH would have been absorbed by SENER and no longer would have been and independent regulator. |
ITEM 4.A |
UNRESOLVED STAFF COMMENTS |
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
ITEM 5A. |
OPERATING RESULTS |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
(in thousands of US$) |
||||||||||||
Revenue from contracts with customers |
652,187 | 273,938 | 415,976 | |||||||||
|
|
|
|
|
|
|||||||
Cost of sales |
||||||||||||
Operating costs |
(107,123 | ) | (88,018 | ) | (114,431 | ) | ||||||
Crude oil stock fluctuation |
(905 | ) | 3,095 | 310 | ||||||||
Depreciation, depletion and amortization |
(191,313 | ) | (147,674 | ) | (153,001 | ) | ||||||
Royalties |
(86,241 | ) | (38,908 | ) | (61,008 | ) | ||||||
|
|
|
|
|
|
|||||||
Gross profit |
266,605 |
2,433 |
87,846 |
|||||||||
|
|
|
|
|
|
|||||||
Selling expenses |
(42,748 | ) | (24,023 | ) | (27,138 | ) | ||||||
General and administrative expenses |
(45,858 | ) | (33,918 | ) | (42,400 | ) | ||||||
Exploration expenses |
(561 | ) | (646 | ) | (676 | ) | ||||||
Other operating income |
23,285 | 5,573 | 3,165 | |||||||||
Other operating expenses |
(4,214 | ) | (4,989 | ) | (6,180 | ) | ||||||
Reversal / (Impairment) of long-lived assets |
14,044 | (14,438 | ) | — | ||||||||
|
|
|
|
|
|
|||||||
Operating profit / (loss) |
210,553 |
(70,008 |
) |
14,617 |
||||||||
|
|
|
|
|
|
|||||||
Interest income |
65 | 822 | 3,770 | |||||||||
Interest expense |
(50,660 | ) | (47,923 | ) | (34,163 | ) | ||||||
Other financial results |
(7,194 | ) | 4,247 | (715 | ) | |||||||
|
|
|
|
|
|
|||||||
Financial results, net |
(57,789 |
) |
(42,854 |
) |
(31,108 |
) | ||||||
|
|
|
|
|
|
|||||||
Profit / (Loss) before income tax |
152,764 |
(112,862 |
) |
(16,491 |
) | |||||||
|
|
|
|
|
|
|||||||
Current income tax (expense) / benefit |
(62,419 | ) | (184 | ) | (1,886 | ) | ||||||
Deferred income tax (expense) / benefit |
(39,695 | ) | 10,297 | (14,346 | ) | |||||||
|
|
|
|
|
|
|||||||
Income tax (expense) / benefit |
(102,114 |
) |
10,113 |
(16,232 |
) | |||||||
|
|
|
|
|
|
|||||||
Profit / (loss) for the year |
50,650 |
(102,749 |
) |
(32,723 |
) | |||||||
|
|
|
|
|
|
|||||||
Other comprehensive income |
||||||||||||
Other comprehensive income that shall not be reclassified to profit or loss in subsequent periods |
||||||||||||
- (Loss) / profit from actuarial remediation related to defined benefit plans |
(4,513 | ) | 460 | (1,577 | ) | |||||||
- Deferred income tax benefit / (expense) |
2,048 | (114 | ) | 394 | ||||||||
|
|
|
|
|
|
|||||||
Other comprehensive income that shall not be reclassified to profit or loss in subsequent years |
(2,465 | ) | 346 | (1,183 | ) | |||||||
|
|
|
|
|
|
|||||||
Other comprehensive income for the year, net of income taxes |
(2,465 | ) | 346 | (1,183 | ) | |||||||
|
|
|
|
|
|
|||||||
Total comprehensive profit / (loss) for the year |
48,185 | (102,403 | ) | (33,906 | ) | |||||||
|
|
|
|
|
|
|||||||
(Losses)/Earnings per share attributable to equity holders of the parent |
||||||||||||
Basic (In U.S. Dollars per share): |
0.574 | (1.175 | ) | (0.409 | ) | |||||||
Diluted (In U.S. Dollars per share): |
0.543 | (1.175 | ) | (0.409 | ) | |||||||
Adjusted EBITDA (1) |
380,107 | 95,607 | 170,862 | |||||||||
Adjusted EBITDA margin (2) |
58 | % | 35 | % | 41 | % | ||||||
Adjusted Net Income (3) |
78,483 | (115,106 | ) | (25,217 | ) |
(1) |
We calculate Adjusted EBITDA as (loss)/profit for the year/period plus income tax expense, financial results, net, depreciation, depletion and amortization, transaction costs related to business combinations, restructuring and reorganization expenses, bargain purchase on business combination and gain from asset disposals and impairment (recovery) of long-lived assets. We present Adjusted EBITDA because we believe it provides investors with a supplemental measure of the financial performance of our core operations that facilitates period to period comparisons on a consistent basis. Our management uses Adjusted |
EBITDA, among other measures, for internal planning and performance measurement purposes. Adjusted EBITDA is not a measure of liquidity or operating performance under IFRS and should not be construed as an alternative to net profit, operating profit, or cash flow provided by operating activities (in each case, as determined in accordance with IFRS). Adjusted EBITDA, as calculated by us, may not be comparable to similarly titled measures reported by other companies. |
(2) |
We calculate Adjusted EBITDA margin by dividing Adjusted EBITDA by revenues from contracts with customers. |
(3) |
We calculate Adjusted Net Income as net income plus deferred income tax expense (benefit), plus changes in fair value of warrants, and plus impairment loss (recovery) of long-lived assets. We add back these three adjustments since they are non-cash items that do not reflect the fair net income generation of the Company. |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
(in thousands of US$) |
||||||||||||
Profit / (loss) for the year |
50,650 | (102,749 | ) | (32,723 | ) | |||||||
Income tax expense (benefit) |
102,114 | (10,113 | ) | 16,232 | ||||||||
Financial results, net |
57,789 | 42,854 | 31,108 | |||||||||
Depreciation, depletion and amortization |
191,313 | 147,674 | 153,001 | |||||||||
Restructuring and reorganization expenses |
2,284 | 4,886 | 3,244 | |||||||||
Bargain purchase on business combination and gain from asset disposals. |
(9,999 | ) | (1,383 | ) | — | |||||||
Impairment (recovery) loss of long-lived assets |
(14,044 | ) | 14,438 | — | ||||||||
Adjusted EBITDA |
380,107 |
95,607 |
170,862 |
|||||||||
Revenue from contracts with customers |
652,187 | 273,938 | 415,976 | |||||||||
Adjusted EBITDA margin |
58 | % | 35 | % | 41 | % |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
(in thousands of US$) |
||||||||||||
Profit / (loss) for the year |
50,650 |
(102,749 |
) |
(32,723 |
) | |||||||
Adjustments: |
||||||||||||
(+) Deferred Income tax |
39,695 | (10,297 | ) | 14,346 | ||||||||
(+) Changes in the fair value of Warrants |
2,182 | (16,498 | ) | (6,840 | ) | |||||||
(+) Impairment (recovery) loss of long-lived assets |
(14,044 | ) | 14,438 | |||||||||
Adjustments to Net Income/Loss |
27,833 |
(12,357 |
) |
7,506 |
||||||||
Adjusted Net Income/Loss |
78,483 |
(115,106 |
) |
(25,217 |
) |
As of December 31, 2021 |
As of December 31, 2020 |
As of December 31, 2019 |
||||||||||
(in thousands of US$) |
||||||||||||
Current and non-current borrowings |
610,973 | 539,786 | 451,413 | |||||||||
Cash, bank balances and other short term investments |
315,013 | 202,947 | 260,028 | |||||||||
Net Debt |
295,960 |
336,839 |
191,385 |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Assets |
||||||||
Non-current assets |
||||||||
Property, plant and equipment |
1,223,982 | 1,002,258 | ||||||
Goodwill |
28,416 | 28,484 | ||||||
Other intangible assets |
3,878 | 21,081 | ||||||
Right-of-use |
26,454 | 22,578 | ||||||
Investments in associates |
2,977 | — | ||||||
Trade and other receivables |
20,210 | 29,810 | ||||||
Deferred income tax assets |
2,771 | 565 | ||||||
|
|
|
|
|||||
Total noncurrent assets |
1,308,688 |
1,104,776 |
||||||
|
|
|
|
|||||
Inventories |
13,961 | 13,870 | ||||||
Trade and other receivables |
46,096 | 51,019 | ||||||
Cash, bank balances and other short-term investments |
315,013 | 202,947 | ||||||
|
|
|
|
|||||
Total current assets |
375,070 |
267,836 |
||||||
|
|
|
|
|||||
Total assets |
1,683,758 |
1,372,612 |
||||||
|
|
|
|
|||||
Capital stock |
586,706 | 659,400 | ||||||
Share-based payments |
31,601 | 23,046 | ||||||
Other accumulated comprehensive losses |
(5,976 | ) | (3,511 | ) | ||||
Accumulated losses |
(47,072 | ) | (170,417 | ) | ||||
|
|
|
|
|||||
Total Equity |
565,259 |
508,518 |
||||||
|
|
|
|
|||||
Deferred income tax liabilities |
175,420 | 135,567 | ||||||
Lease liabilities |
19,408 | 17,498 | ||||||
Provisions |
29,657 | 23,909 | ||||||
Borrowings |
447,751 | 349,559 | ||||||
Warrants |
2,544 | 362 | ||||||
Employee benefits |
7,822 | 3,461 | ||||||
Trade and other payables |
50,159 | 0 | ||||||
|
|
|
|
|||||
Total noncurrent liabilities |
732,761 |
530,356 |
||||||
|
|
|
|
|||||
Provisions |
2,880 | 2,084 | ||||||
Lease liabilities |
7,666 | 6,183 | ||||||
Borrowings |
163,222 | 190,227 | ||||||
Salaries and payroll taxes |
17,491 | 11,508 | ||||||
Income tax liability |
44,625 | 0 | ||||||
Other taxes and royalties |
11,372 | 5,117 | ||||||
Trade and other payables |
138,482 | 118,619 | ||||||
|
|
|
|
|||||
Total current liabilities |
385,738 |
333,738 |
||||||
|
|
|
|
|||||
Total liabilities |
1,118,499 |
864,094 |
||||||
|
|
|
|
|||||
Total equity and liabilities |
1,683,758 |
1,372,612 |
||||||
|
|
|
|
|||||
Dividends and Shares |
||||||||
Number of shares |
89,178,231 | 87,851,288 | ||||||
Dividends declared |
— | — | ||||||
Dividends declared per-share |
— | — |
Year ended December 31 2021 |
Year ended December 31 2020 |
Year ended December 31, 2019 |
||||||||||
Net production volumes (1) : |
||||||||||||
Oil (MMbbl) |
11.1 | 6.7 | 6.7 | |||||||||
Natural Gas (Bncf) |
16.4 | 15.8 | 20.8 | |||||||||
NGL (MMboe) |
0.2 | 0.2 | 0.3 | |||||||||
Total (MMboe) |
14.2 | 9.7 | 10.6 |
Year ended December 31 2021 |
Year ended December 31 2020 |
Year ended December 31, 2019 |
||||||||||
Average daily net production (boe/d) |
38,845 | 26,594 | 29,112 | |||||||||
Average realized sales price: |
||||||||||||
Oil (US$/bbl) |
54.9 | 37.2 | 53.0 | |||||||||
Natural Gas (US$/MMBtu) |
3.2 | 2.0 | 3.3 | |||||||||
NGL (US$/tn) |
312 | 205 | 272 | |||||||||
Average realized sales price (US$/boe) |
46.0 | 28.1 | 39.1 | |||||||||
Average unit costs (US$/boe) (2) : |
||||||||||||
Operating expenses |
7.6 | 9.0 | 10.8 | |||||||||
Royalties (3) |
6.1 | 4.0 | 5.7 | |||||||||
Depreciation, depletion and amortization |
13.5 | 15.2 | 14.4 | |||||||||
Other data (in thousands of US$) |
||||||||||||
Operating expenses |
107,123 | 88,018 | 114,431 | |||||||||
Royalties (3) |
86,241 | 38,908 | 61,008 | |||||||||
Depreciation, depletion and amortization |
191,313 | 147,674 | 153,001 |
(1) |
Measured based on our working interest. There was no production due to others during the applicable periods. Oil production is comprised of production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of production of propane and butane (LPG) and excludes natural gasoline. |
(2) |
We calculate average unit costs per boe by dividing operating expenses, royalties or depreciation, depletion and amortization for the relevant period, as applicable, by average daily net production multiplied by days in each period (365 days for 2019,366 days for 2020 and 365 days for 2021). |
(3) |
Measured based on our working interest. Royalties are applied to the total production of the concessions, and are calculated by applying the applicable royalty rate to the production, after discounting certain expenses in order to bring the value of the cubic meter of crude oil, natural gas and liquefied gas at a price from wellhead. |
2021 |
||||||||||||||||
Three-month period ended December 31, |
Three-month period ended September 30, |
Three-month period ended June 30, |
Three-month period ended March 31, |
|||||||||||||
Average Brent Oil Price (US$per bbl) (1) |
79.7 | 73.2 | 69.1 | 61.3 | ||||||||||||
Average Medanito Crude Oil Price (US$per bbl) (2)(3) |
56.54 | 53.95 | 52.27 | 49.49 | ||||||||||||
Average Natural Gas Price (US$per MMBtu) (3) |
2.74 | 3.66 | 3.38 | 2.21 | ||||||||||||
Net production volumes: |
||||||||||||||||
Oil (MMbbl) |
2.98 | 2.85 | 2.87 | 2.38 | ||||||||||||
Natural Gas (Bncf) |
4.2 | 4.5 | 4.1 | 3.6 | ||||||||||||
NGL (MMboe) |
0.05 | 0.05 | 0.04 | 0.04 | ||||||||||||
Total (Mboe) |
3.78 | 3.70 | 3.63 | 3.07 | ||||||||||||
Average realized sales price: |
||||||||||||||||
Oil (US$/bbl) |
60.6 | 57.0 | 54.9 | 45.5 | ||||||||||||
Natural Gas (US$/MMBtu) |
2.7 | 4.1 | 3.5 | 2.0 | ||||||||||||
NGL (US$/tn) |
407 | 341 | 314 | 244 | ||||||||||||
Lifting Cost (US$/boe) |
8.0 | 7.3 | 7.3 | 7.5 | ||||||||||||
Number of conventional wells drilled |
2 | 4 | 1 | 0 | ||||||||||||
Number of shale wells drilled |
7 | 4 | 4 | 4 | ||||||||||||
Revenue from contracts with customers |
196,004 | 175,005 | 165,277 | 115,901 |
(1) |
Source |
(2) |
Light oil extracted from the Neuquina Basin. Source |
(3) |
Source |
(4) |
Source |
(i) | the volume of crude oil, natural gas and liquid gas we produce and sell; |
(ii) | the effects of the COVID-19 outbreak and the measures adopted by the countries in which we operate as a result of the pandemic; |
(iii) | pricing regulation, mainly related to gas; |
(iv) | export administration by the Argentine and Mexican governments and domestic supply requirements; |
(v) | international and domestic prices of crude oil and oil products; |
(vi) | discount of our oil production to market prices; |
(vii) | our capital expenditures and financing availability; |
(viii) | cost increases; |
(ix) | market demand for hydrocarbon products; |
(x) | operational risks, labor strikes and other forms of public protest; |
(xi) | taxes, including export taxes; |
(xii) | regulation of capital flows; |
(xiii) | exchange rates; |
(xiv) | interest rates; and |
(xv) | changes to demand for hydrocarbon products and related services as the result of COVID-19 pandemic related disruptions. |
2021 |
2020 |
2019 |
2018 |
2017 |
2016 |
|||||||||||||||||||
Real GDP (% change) (3) |
10.3 | (1) |
(9.9 | ) (1) |
(2.0 | ) (2) |
2.6 | (2.1 | ) | 2.7 | ||||||||||||||
Nominal GDP (in millions of AR$) (3) |
46,687,236 | (1) |
27,481,440 | (1) |
21,802,256 | (2) |
14,744,811 | 10,660,228 | 8,228,160 | |||||||||||||||
Consumer Price Index (CPI) variation (in %) (4) |
50.9 | 36.1 | 53.8 | 47.6 | 24.8 | 41.0 | ||||||||||||||||||
Nominal Exchange Rate (in AR$/US$at period end) |
102.8 | 84.1 | 59.9 | 37.8 | 18.8 | 15.9 |
(1) |
Preliminary data. |
(2) |
Provisional data. |
(3) |
Source: INDEC. Preliminary and provisional data are shown as stated by INDEC. |
(4) |
The inflation from 2013 to 2016 corresponds to the one published by the Buenos Aires City Government. |
(5) |
Data in accordance with foreign exchange rate set forth in Communication “A” 3,500 issued by the Argentine Central Bank. |
Average (1) |
End of Period |
|||||||
Year Ended December 31, 2017 |
16.6 | 18.8 | ||||||
Year Ended December 31, 2018 |
28.1 | 37.8 | ||||||
Year Ended December 31, 2019 |
49.5 | 59.9 | ||||||
Year Ended December 31, 2020 |
70.6 | 84,1 | ||||||
Year Ended December 31, 2021 |
95.2 | 102.8 | ||||||
Month Ended September 31, 2021 |
98.3 | 98.7 | ||||||
Month Ended October 31, 2021 |
99.2 | 99.7 | ||||||
Month Ended November 30, 2021 |
100.3 | 100.9 | ||||||
Month Ended December 31, 2021 |
101.9 | 102.8 | ||||||
Month Ended January 31, 2022 |
104.0 | 105.0 | ||||||
Month Ended February 28, 2022 |
106.3 | 107.4 | ||||||
Month Ended March 31, 2022 |
109.5 | 110.0 |
(1) |
Yearly data reflect average of month-end rates. Monthly data reflect average of day-end rates. |
Average (1) |
End of Period |
|||||||
Year Ended December 31, 2017 |
18.9 | 19.7 | ||||||
Year Ended December 31, 2018 |
19.2 | 19.7 | ||||||
Year Ended December 31, 2019 |
19.3 | 18.9 | ||||||
Year Ended December 31, 2020 |
21.5 | 19.9 | ||||||
Year Ended December 31, 2021 |
20.3 | 20.6 | ||||||
Month Ended September 31, 2021 |
20.0 | 20.3 | ||||||
Month Ended October 31, 2021 |
20.5 | 20.3 | ||||||
Month Ended November 30, 2021 |
20.8 | 21.8 | ||||||
Month Ended December 31, 2021 |
21.0 | 20.6 | ||||||
Month Ended January 31, 2022 |
20.5 | 20.7 | ||||||
Month Ended February 31, 2022 |
20.5 | 20.7 | ||||||
Month Ended March 31, 2022 |
20.6 | 20.0 |
(1) |
Reflects average of day-end rates. |
2021 |
2019 |
2018 |
2017 |
2016 |
2015 |
|||||||||||||||||||||||||||||||||||
Q4 |
Q3 |
Q2 |
Q1 |
2020 |
||||||||||||||||||||||||||||||||||||
Average Brent Oil Price (per bbl) (1) |
79.7 | 73.2 | 69.1 | 61.3 | 43.2 | 43.2 | 71.69 | 54.74 | 45.13 | 53.60 | ||||||||||||||||||||||||||||||
Average 25 de Mayo-Medanito Crude Oil Price (per bbl) (2) |
56.54 | 53.95 | 52.27 | 49.49 | 40.64 | 54.0 | 64.98 | 56.52 | 63.40 | 74.59 | ||||||||||||||||||||||||||||||
Average Natural Gas Price (per MMBtu) (3) |
2.74 | 3.66 | 3.38 | 2.21 | 2.29 | 3.35 | 4.42 | 3.76 | 3.21 | 2.08 |
(1) |
Source |
(2) |
Light oil extracted from the Neuquina Basin. Source |
(3) |
Source |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
|||||||||||||||
(in thousands of US$except per share data) |
(% of revenues) |
(in thousands of US$except per share data) |
(% of revenues) |
|||||||||||||
Revenue from contract with customers |
652,187 | 100 | % | 273,938 | 100 | % | ||||||||||
Cost of sales |
(385,582 | ) | (59 | )% | (271,505 | ) | (99 | %) | ||||||||
Gross profit |
266,605 |
41 | % | 2,433 |
1 |
% | ||||||||||
Selling expenses |
(42,748 | ) | (7 | )% | (24,023 | ) | (9 | %) | ||||||||
General and administrative expenses |
(45,858 | ) | (7 | )% | (33,918 | ) | (12 | %) | ||||||||
Exploration expenses |
(561 | ) | (0 | )% | (646 | ) | (0 | %) | ||||||||
Other operating income |
23,285 | 4 | % | 5,573 | 2 | % | ||||||||||
Other operating expenses |
(4,214 | ) | (1 | )% | (4,989 | ) | (2 | %) | ||||||||
Reversal / (Impairment) of long- lived assets |
14,044 | 2 | % | (14,438 | ) | (5 | %) | |||||||||
Operating profit / (loss) |
210,553 |
32 | % | (70,008 |
) |
(26 |
%) | |||||||||
Interest income |
65 | 0 | % | 822 | 0 | % | ||||||||||
Interest expense |
(50,660 | ) | (8 | )% | (47,923 | ) | (17 | %) | ||||||||
Other financial results |
(7,194 | ) | (1 | )% | 4,247 | 2 | % | |||||||||
Financial results, net |
(57,789 | ) | (9 | )% | (42,854 | ) | (16 |
%) | ||||||||
(Loss)/Profit before income tax |
152,764 |
23 | % | (112,862 |
) |
(41 |
%) | |||||||||
Current income tax (expense) |
(62,419 | ) | (10 | )% | (184 | ) | (0 | %) | ||||||||
Deferred income tax (expense) / benefit |
(39,695 | ) | (6 | )% | 10,297 | 4 | % | |||||||||
Income tax benefit / (expense) |
(102,114 |
) |
(16 | )% | 10,113 |
4 |
% | |||||||||
Profit / (loss) for the year |
50,650 |
8 | % | (102,749 |
) |
(38 |
%) | |||||||||
Other comprehensive income |
||||||||||||||||
Other comprehensive income that shall not be reclassified to profit or loss in subsequent periods |
||||||||||||||||
- (Loss) / profit from actuarial remediation related to defined benefit plans |
(4,513 | ) | (1 | )% | 460 | 0 | % | |||||||||
- Deferred income tax benefit / (expense) |
2,048 | 0 | % | (114 | ) | (0 | %) | |||||||||
Other comprehensive income that shall not be reclassified to profit or loss in subsequent years |
(2,465 |
) |
(0 | )% | 346 |
0 |
% | |||||||||
Other comprehensive income for the year, net of income taxes |
(2,465 |
) |
(0 | )% | 346 |
0 |
% | |||||||||
Total comprehensive profit / (loss) for the year |
48,185 |
7 | % | (102,403 |
) |
(37 |
%) | |||||||||
(Losses)/Earnings per share attributable to equity holders of the parent |
||||||||||||||||
Basic (In U.S. Dollars per share): |
0.574 | N/A | (1.175 | ) | N/A | |||||||||||
Diluted (In U.S. Dollars per share): |
0.543 | N/A | (1.175 | ) | N/A |
Types of goods |
For the year ended December 31, 2021 |
For the year ended December 31, 2020 |
||||||
Revenues from crude oil sales |
593,060 | 236,596 | ||||||
Revenues from natural gas sales |
54,301 | 33,575 | ||||||
Revenues from NGL sales |
4,826 | 3,767 | ||||||
Revenue from contracts with customers |
652,187 |
273,938 |
For the year ended December 31, 2021 |
For the year ended December 31, 2020 |
|||||||
(in thousands of US$) |
||||||||
Operation costs |
(107,123 | ) | (88,018 | ) | ||||
Crude oil stock fluctuation |
(905 | ) | 3,095 | |||||
Depreciation, depletion and amortization |
(191,313 | ) | (147,674 | ) | ||||
Royalties |
(86,241 | ) | (38,908 | ) | ||||
Cost of sales |
(385,582 |
) |
(271,505 |
) |
For the year ended December 31, 2020 |
For the year ended December 31, 2019 |
|||||||||||||||
(in thousands of US$except per share data) |
(% of revenues) |
(in thousands of US$except per share data) |
(% of revenues) |
|||||||||||||
Revenue from contract with customers |
273,938 | 100 | % | 415,976 | 100 | % | ||||||||||
Cost of sales |
(271.505 | ) | (99 | %) | (328,130 | ) | (79 | %) | ||||||||
Gross profit |
2,433 |
1 |
% |
87,846 |
21 |
% | ||||||||||
Selling expenses |
(24,023 | ) | (9 | %) | (27,138 | ) | (7 | %) | ||||||||
General and administrative expenses |
(33,918 | ) | (12 | %) | (42,400 | ) | (10 | %) | ||||||||
Exploration expenses |
(646 | ) | (0 | %) | (676 | ) | (0 | %) | ||||||||
Other operating income |
5,573 | 2 | % | 3,165 | 1 | % | ||||||||||
Other operating expenses |
(4,989 | ) | (2 | %) | (6,180 | ) | (1 | %) | ||||||||
Impairment of long-lived assets |
(14,438 | ) | (5 | %) | — | — | ||||||||||
Operating profit |
(70,008 |
) |
(26 |
%) |
14,617 |
4 |
% | |||||||||
Interest income |
822 | 0 | % | 3,770 | 1 | % | ||||||||||
Interest expense |
(47,923 | ) | (17 | %) | (34,163 | ) | (8 | %) | ||||||||
Other financial results |
4,247 | 2 | % | (715 | ) | (0 | %) | |||||||||
Financial results, net |
(42,854 | ) | (16 |
%) |
(31,108 |
) |
(7 |
%) | ||||||||
(Loss) before income tax |
(112,862 |
) |
(41 |
%) |
(16,491 |
) |
(4 |
%) | ||||||||
Current income tax (expense) |
(184 | ) | (0 | %) | (1,886 | ) | (0 | %) | ||||||||
Deferred income tax (expense) / benefit |
10,297 | 4 | % | (14,346 | ) | (3 | %) | |||||||||
Income tax benefit / (expense) |
10,113 |
4 |
% |
(16,232 |
) |
(4 |
%) | |||||||||
Net loss for the year |
(102,749 |
) |
(38 |
%) |
(32,723 |
) |
(8 |
%) | ||||||||
Other comprehensive income |
||||||||||||||||
Other comprehensive income that will not be reclassified to profit or loss in subsequent periods |
||||||||||||||||
- Remeasurements profit / (loss) related to defined benefits plans |
460 | 0 | % | (1,577 | ) | (0 | %) | |||||||||
- Deferred income tax (expense) / benefit |
(114 | ) | (0 | %) | 394 | 0 | % | |||||||||
Other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods |
346 |
0 |
% |
(1,183 |
) |
(0 |
%) | |||||||||
Other comprehensive income (loss) for the year/period, net of tax |
346 |
0 |
% |
(1,183 |
) |
(0 |
%) | |||||||||
Total comprehensive (loss) for the year |
(102,403 |
) |
(37 |
%) |
(33,906 |
) |
(8 |
%) | ||||||||
Loss per share attributable to equity holders of the parent |
||||||||||||||||
Basic and Diluted (In U.S. Dollars per share): |
(1.175 | ) | N/A | (0.409 | ) | N/A |
Types of goods |
For the year ended December 31, 2020 |
For the year ended December 31, 2019 |
||||||
Revenues from crude oil |
236,596 | 338,272 | ||||||
Revenues from natural gas |
33,575 | 71,524 | ||||||
Revenues from NGL |
3,767 | 6,180 | ||||||
Revenues from contracts with customers |
273,938 |
415,976 |
For the year ended December 31, 2020 |
For the year ended December 31, 2019 |
|||||||
(in thousands of US$) |
||||||||
Operating expenses |
(88,018 | ) | (114,431 | ) | ||||
Crude oil stock fluctuation |
3,095 | 310 | ||||||
Depreciation, depletion and amortization |
(147,674 | ) | (153,001 | ) | ||||
Royalties |
(38,908 | ) | (61,008 | ) | ||||
Cost of sales |
(271.505 |
) |
(328,130 |
) |
• | changes in oil, natural gas and liquid gas prices and our ability to generate cash flows from our operations; |
• | our capital expenditure requirements; and |
• | the level of our outstanding indebtedness and the interest we are obligated to pay on this indebtedness. |
• | we entered into a bridge loan agreement (the “Bridge Loan”) with Citibank, N.A., Credit Suisse AG Cayman Islands Branch and Morgan Stanley Senior Funding, Inc. in an aggregate principal amount equal to US$260.0 million, maturing on February 11, 2019, bearing interest at a variable rate between 3.25% and 5%. The Bridge Loan was prepaid in full on or about July 19, 2018 with the proceeds of the Credit Agreement. |
• | approximately 31.29% of holders of series A shares exercised their redemption rights, as a result of which 20,340,685 series A shares were redeemed for an amount of US$204.6 million. The holders of remaining series A shares were capitalized net of the deferred offering expenses paid to the underwriters in our initial global offering for an amount of US$442.5 million, and |
• | we obtained from a private placement transaction a capital contribution of US$95,000,000 representing 9,500,000 series A shares that were paid in. |
Payments due by period |
||||||||||||
Total |
Short Term (Less than 1 year) |
Long Term (More than 1 year) |
||||||||||
(in thousands of US$) |
||||||||||||
Employee Benefit Plan |
11,812 | 1,204 | 10,608 | |||||||||
Lease Agreements |
44,722 | 10,460 | 34,262 | |||||||||
|
|
|
|
|
|
|||||||
Total |
56,534 |
11,664 |
44,870 |
|||||||||
|
|
|
|
|
|
For the year ended December 31, 2021 |
For the year ended December 31, 2020 |
For the year ended December 31, 2019 |
||||||||||
Cash flows provided by (used in) |
||||||||||||
Operating activities |
401,393 | 93,779 | 134,258 | |||||||||
Investing activities |
(295,456 | ) | (156,099 | ) | (235,009 | ) | ||||||
Financing activities |
6,525 | 30,892 | 266,301 | |||||||||
Net increase (decrease) in cash and cash equivalents |
112,462 |
(31,428 |
) |
165,550 |
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
• | determine general strategies applicable to the issuer; |
• | approve guidelines for the use of corporate assets; |
• | approve, on an individual basis, transactions with related parties, subject to certain limited exceptions; |
• | approve unusual or exceptional transactions and any transactions that imply the acquisition or sale of assets with a value equal to or exceeding 5% of the issuer’s consolidated assets or that imply the provision of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of the issuer’s consolidated assets; |
• | approve the appointment or removal of the chief executive officer; |
• | approve waivers in respect of corporate opportunities; |
• | approve accounting and internal control policies; |
• | approve the chief executive officers’ annual report and corrective measures for irregularities; and |
• | approve policies for disclosure of information. |
Name |
Position |
Independent* |
Age |
Appointed |
Term Expires on |
|||||||||||||||
Miguel Galuccio |
Chairman | No | 54 | 2017 | No expiration date | |||||||||||||||
Susan L. Segal |
Director | Yes | 69 | 2017 | No expiration date | |||||||||||||||
Mauricio Doehner Cobian |
Director | Yes | 47 | 2017 | No expiration date | |||||||||||||||
Pierre-Jean Sivignon |
Director | Yes | 65 | 2018 | No expiration date | |||||||||||||||
Gerard Martellozo** |
Director | No | 66 | 2022 | No expiration date | |||||||||||||||
Germán Losada** |
Director | Yes | 37 | 2022 | No expiration date |
* | Independent under NYSE standards, applicable SEC rules and the CNBV Rules. |
** | Appointed in the Shareholders’ Meeting held on April 26, 2022. |
• | Pierre-Jean Sivignon (chair); |
• | Mauricio Doehner Cobian; and |
• | Mark Bly* |
* | To be replaced by Germán Losada as newly appointed independent member of the Board. |
• | Mauricio Doehner Cobian (chair); |
• | Pierre-Jean Sivignon; |
• | Susan L. Segal; and |
• | Mark Bly* |
* | To be replaced by Germán Losada as newly appointed independent member of the Board. |
• | Susan L. Segal (chair); |
• | Pierre-Jean Sivignon; |
• | Mauricio Doehner Cobian; and |
• | Mark Bly |
* | Independent under NYSE standards, applicable SEC rules and the CNBV Rules |
Name |
Position |
Age | ||
Miguel Galuccio | Chairman and Chief Executive Officer | 54 | ||
Pablo Manuel Vera Pinto | Chief Financial Officer | 44 | ||
Juan Garoby | Chief Operations Officer | 51 | ||
Alejandro Cherñacov | Strategic Planning and Investor Relations Officer | 40 |
As of |
||||||||||||
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Vista |
411 | 382 | 304 |
ITEM 7. |
MAJOR SHAREHOLDER AND RELATED PARTY TRANSACTIONS |
ITEM 7A. |
MAJOR SHAREHOLDERS |
Shareholders |
Amount |
% of class |
||||||
Series A shares |
||||||||
Kensington Investments B.V. (1) |
15,833,000 | 17.11 | % | |||||
Miguel Galuccio (2) |
8,433,073 | 8.94 | % |
Shareholders |
Amount |
% of class |
||||||
Series C shares |
||||||||
Vista SH, LLC (3) |
1 | 50.00 | % | |||||
Vista Sponsor Holdings, L.P. (3) |
1 | 50.00 | % |
(1) |
Based on a Schedule 13G filed with the SEC on November 19, 2019. Kensington Investments B.V. is a wholly-owned subsidiary of the Abu Dhabi Investment Council Company P.J.S.C., a public joint stock company indirectly owned by the government of Emirate of Abu Dhabi in the United Arab Emirates. Kensington Investments B.V. held 12,500,000 series A shares (represented by ADSs) and 10 million warrants of the Company currently convertible upon exercise into 3,333,333 series A shares. |
(2) |
As of the date of this annual report, our Chairman holds (i) 3,287,592 series A shares, (ii) 4,452,000 warrants convertible upon exercise into 1,484,000 series A shares, (iii) 3,202,956 vested Stock Options, (iv) 2,743,234 unvested Stock Options (of which 272,331 vest within 60 days), (v) 1,347,255 Restricted Stock (of which 186,194 vest within 60 days), and (vi) 1,638,298 Performance Restricted Stock (which do not vest within 60 days of the date of this annual report). |
(3) |
Vista Sponsors Holdings, L.P. and Vista SH, LLC are each the holder of one Series C share. Riverstone Vista Holdings Limited is the sole member of Riverstone Vista Holdings GP, L.L.C., which is the general partner of Vista Sponsors Holdings, L.P., which is the managing member of Vista SH, LLC. Riverstone Vista Holdings Limited is managed by a three-person board, and no one director may act alone to direct the voting or disposition of the Series C shares held by each of Vista Sponsors Holdings, L.P. and Vista SH, LLC. |
ITEM 7B. |
RELATED PARTY TRANSACTIONS |
Consolidated for the year ended December 31, 2021 |
||||
Short-term employee benefits |
11,626 | |||
Termination benefits |
— | |||
Share-based payment transactions |
8,875 | |||
|
|
|||
Total |
20,501 |
ITEM 7C. |
INTERESTS OF EXPERTS AND COUNSEL |
ITEM 8. |
FINANCIAL INFORMATION |
ITEM 9. |
THE OFFER AND LISTING |
• | includes private placement exemptions directed to Mexican institutional and qualified investors, and specifies the requirements that need to be satisfied for an issuer or underwriter to fall within the exemption; |
• | includes improved rules for tender offers, dividing them in either voluntary or mandatory; |
• | establishes standards for disclosure of holdings applicable to shareholders of public companies; |
• | expands and strengthens the role of the board of directors of public companies; |
• | defines the role of the chief executive officer and other relevant officers of public corporations; |
• | defines the standards applicable to the board of directors and the duties and potential liabilities and penalties applicable to each director, the chief executive officer and other executive officers and the audit and corporate governance committee (introducing concepts such as the duty of care, duty of loyalty and safe harbors for actions attributable to directors and officers); |
• | replaces the statutory auditor ( comisario |
• | improves the rights of minority shareholders (including the right to initiate shareholders’ derivative suits); |
• | defines applicable sanctions for violation of law; |
• | provides flexibility to allow regulated Mexican brokerage firms to engage in certain limited activities; |
• | regulates stock exchanges, clearinghouses, futures and derivatives markets, and rating agencies; |
• | establishes penalties (including incarceration), arising from violations of the Mexican Securities Market Law and regulations thereunder; |
• | establishes that public companies are considered a single economic unit with the entities they control for reporting accounting and other purposes; |
• | introduces concepts such as consortiums, groups of related persons or entities, control and decision-making power; |
• | defines rules relating to the types of securities that may be offered by public companies; |
• | sets forth information for share repurchases; and |
• | specifies requirements for implementing anti-takeover measures. |
• | a comprehensive annual report prepared in accordance with the General Regulations, by no later than April 30 of each year, which must include (i) audited annual financial statements and (ii) reports on the activities carried out by the audit and corporate governance committee; |
• | quarterly reports, within 20 business days following the end of each of the first three quarters and 40 business days following the end of the fourth quarter; |
• | reports disclosing material information; |
• | reports and disclosure memoranda revealing corporate restructurings such as mergers, spin-offs or acquisitions or sales of assets, approved by shareholders’ meeting or the board of directors; |
• | reports regarding the policies and guidelines with respect to the use of the company’s (or its subsidiaries) assets by related persons; and |
• | details dealing with agreements among shareholders. |
• | the information is related to transactions that have not been consummated; |
• | there is no public information in the mass media relating to the material event; and |
• | no unusual price or volume fluctuation occurs. |
• | if the issuer does not disclose a material event; |
• | failure by the issuer to timely or adequately comply with its reporting obligations; |
• | significant exceptions or comments contained in the auditors’ opinions of the issuer’s financial statements, or determinations that such financial statements were not prepared in accordance with the applicable accounting procedures and policies; or |
• | upon price or volume volatility or changes in the trading of the relevant securities that are not consistent with the historic performance of the securities and cannot be explained solely through information made publicly available pursuant to the General Regulations. |
• | members of a listed issuer’s board of directors; |
• | shareholders directly or indirectly controlling 10% or more of a listed issuer’s outstanding capital stock; and |
• | officers. |
ITEM 10. |
ADDITIONAL INFORMATION |
(i) | acquire, by any legal means, any type of assets, stock, partnership interests, equity interests or interests in any kind of commercial or civil companies, associations, partnerships, trusts or any kind of entities within the energy sector, whether such entities are Mexican or foreign, at the time of their inception or at a later time as well as sell, assign, transfer, negotiate, encumber or otherwise dispose of or pledge such assets, stocks, equity interests or interests; |
(ii) | participate as a partner, shareholder or investor in all businesses or entities, whether mercantile or civil, associations, trusts or any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of incorporated companies, as well as to exercise the corporate and economic rights derived from such participation and to buy, vote, sell, transfer, subscribe, hold, use, encumber, dispose, modify or auction under any title, such shares, equity interests or other kind of interests, as well as participations of all kind in entities subject to applicable law, as it is necessary or convenient; |
(iii) | issue and place shares representative of its social capital, either through public or private offerings, in national or foreign stock exchange markets; |
(iv) | issue or place warrants, either through public or private offerings, by shares representing their capital stock or any other type of securities, in domestic or foreign stock exchange markets; and |
(v) | issue or place negotiable instruments, debt instruments or any other value, either through public or private offerings, in domestic or foreign stock exchange markets. |
(i) | discuss, approve or modify reports of the chairmen of both the audit committee and the corporate practices committee; |
(ii) | discuss, approve or modify reports of our Chief Executive Officer, pursuant to Article 28, Section IV, and Article 44, Section XI, of the Mexican Securities Market Law, or any other provision replacing them from time to time and other applicable law; |
(iii) | discuss, approve or modify reports of the board of directors, pursuant to sub-paragraph (b) of Article 172 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law; |
(iv) | review the opinion of the board of directors regarding the content of the Chief Executive Officer’s reports; |
(v) | decide on the use of profits, if any; |
(vi) | appoint members of our board of directors, the Secretary and Deputy Secretary and the members of committees, as well as their respective substitutes, as the case may be, and appoint or remove the chairmen of both the audit committee and the corporate practices committee; |
(vii) | determine the independence of directors; |
(viii) | determine the maximum amount of corporate funds that may be used for the repurchase of our own securities; |
(ix) | approve transactions that we intend to carry out in the course of the fiscal year, when such transactions, or a series of transactions considered together on an aggregate basis based on certain shared characteristics (as determined by the Mexican Securities Market Law), represent an amount that is 20% or more of our consolidated assets, determined on the basis of the value of our consolidated assets at the end of the immediately preceding quarter (in such meetings, the shareholders with limited or restricted voting rights may vote); and/or |
(x) | handle any other matter in accordance with applicable law and that is not specifically reserved by law to be taken up at an extraordinary general shareholders’ meeting. |
(i) | amend our bylaws to prevent an acquisition of our securities that would provide an acquirer or acquirers control of our Company; |
(ii) | increase our capital stock pursuant to the terms of Article 53 of the Mexican Securities Market Law, or any other provision replacing it from time to time; |
(iii) | cancel the registration any of our capital stock or the certificates representing such securities with the RNV; |
(iv) | generally amend our bylaws; |
(v) | approve the cancellation of shares representing our capital stock with distributable profits and the issuance of dividend certificates or limited-voting, preferential or any other kind of shares different from ordinary shares; and/or |
(vi) | handle any other matter in accordance with applicable law or our bylaws that expressly requires a special quorum or is specifically reserved by law to be taken up at an extraordinary general shareholders’ meeting. |
• | performing all transactions and executing, amending and terminating agreements entered into pursuant to carrying out our corporate purposes; |
• | opening, managing and canceling bank accounts, including, but not limited to, the authority to appoint signatories who may draw funds from such account; |
• | withdrawing all types of deposits; |
• | appointing and removing the chief executive officer and setting his or her total compensation, as well as the establishing policies for the appointment and total compensation of other relevant directors; |
• | granting and revoking general and special powers of attorney; |
• | opening and closing branch offices, agencies and dependencies; |
• | executing all resolutions adopted at general shareholders’ meetings; |
• | representing our Company where we may have an interest or other participation in other companies or entities, as well as buying or subscribing for shares or partnership interests therein, at the time of such entities’ incorporation or at any other time; |
• | filing all types of claims and amparo |
• | initiating criminal claims and complaints, and act as an adjudicant before the Argentine Public Prosecutor ( Ministerio Público Argentino |
• | accepting on our behalf mandates of legal entities or persons, either national or foreign; |
• | authorizing our Company or our subsidiaries to make real or personal guarantees, as well as any fiduciary involvement in order to secure our liabilities and become a joint obligor, guarantor, surety and an obligor in general in compliance with third party liabilities and establish the necessary guarantees in order to secure such compliance; |
• | approving information and communication policies for shareholders and the market; |
• | calling for ordinary and extraordinary general and special shareholders’ meetings and executing the resolutions thereof; |
• | creating committees and appointing directors to serve as members on such committees (except for the appointment and ratification of chairmen of the audit committee and corporate practices committee, who shall be appointed by resolution at a general shareholders’ meeting); |
• | establishing strategies to fulfill our corporate purposes; |
• | taking any action authorized by article 28 of the Mexican Securities Market Law or any other provision replacing it from time to time; |
• | approving the terms and conditions for the public offering and transfer of our treasury shares issued pursuant to Article 53 of the Mexican Securities Market Law; |
• | appointing the person or persons in charge of carrying out the acquisition or placement of shares authorized by a shareholders’ meeting, pursuant to Article 56 of the Mexican Securities Market Law, as well as the terms and conditions of such acquisitions and placements, within the limits set forth by the Mexican Securities Market Law and the relevant shareholders’ meeting, and inform the shareholders’ meeting of the result, in any fiscal year, of the exercise of such authorities; |
• | appointing provisional directors, pursuant to the provisions of the Mexican Securities Market Law; |
• | approving the terms and conditions of settlements through which the liability of any director for breach of the duties of diligence or loyalty is resolved; |
• | general power of attorney for lawsuits and collections and acts of administration for labor matters, including, without limitation, as further detailed in our bylaws and power of attorney for lawsuits and collections and for acts of administration for labor matters so that the Board of Directors may act as our representative in all labor maters and have the authorities to execute all kinds of agreements and carry out all kinds of actions in such regard; |
• | granting, revoking and canceling general and special powers of attorney within the scope of its authority and granting their substitution and delegation authority, except for those authorities the exercise of which is limited to the Board of Directors pursuant to applicable law or our bylaws; and |
• | entering into any and all necessary or convenient legal acts, agreements and/or documents. |
• | if the redemption is intended to redeem all shares held by our shareholders, such redemption shall be made so that the shareholders shall continue to have the same proportion of shares they had before such redemption took place; |
• | if the redemption is intended to redeem shares that are listed on a stock exchange, such redemption will be made through the acquisition of our own shares on such said stock exchange in accordance with the terms and conditions approved by resolution at a general shareholders’ meeting, which may delegate to the board of directors or special deputies the authority to determine the system, prices, terms and other conditions for that end and the relevant shareholders’ resolutions shall be published in the electronic system of the Mexican Ministry of Economy; and |
• | the redeemed shares and the certificates representing them are canceled, with the corresponding capital decrease. |
• | pursuant to the provisions set forth in Article 50, Section III of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law, the holders of shares with voting rights (even limited or restricted) represented in an ordinary or extraordinary general shareholders’ meeting, holding 10% or more of our outstanding capital stock either individual or jointly, may request to postpone a meeting for one time only, for three calendar days and without a new call needed with respect to the voting on any matter on which they consider themselves not to be sufficiently informed, notwithstanding the percentage provided in the article 199 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time or any other applicable provisions; |
• | the holders of shares with voting rights (even limited or restricted) that individually or jointly represent 20% or more of our outstanding capital stock, may oppose in court resolutions adopted at general shareholders’ meetings regarding matters on which they have voting rights, notwithstanding the percentage referred to in Article 201 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time provided that certain requirements are fulfilled; |
• | shareholders that, individually or jointly, are holders of the shares with voting rights (even limited or restricted rights) representing 10% or more of our outstanding capital stock, shall have cause of action against any or all of our board members, directors, the Chief Executive Officer or any other relevant officer for failing to comply with his or her duty of diligence and duty of loyalty or against such legal entity that such person manages or over which he or she has a significant influence; and |
• | shareholders that, individually or jointly, hold shares with or without voting rights that represent 10% or more of our outstanding capital stock, shall have the right to appoint and/or remove from office, upon resolution adopted at a general shareholders’ meeting, one director for each 10% of outstanding capital stock held such board member may only be removed from office if all the members of the board of directors are removed, in which case the board members who were removed shall not be appointed again during the 12 months following from the date of such removal. |
• | the number and class or series of shares held by the applicable person or persons and/or any related persons thereof, the group, business group or consortium (a) be it as an owner or co-owner, directly or through any person or related person, and/or (b) regarding shares subject to an executed Voting Agreement; |
• | the number and class or series of shares that it intends to acquire, whether directly or indirectly, by any means, through Acquisition or that is the subject of a Voting Agreement; as well as the minimum price to be paid for each share related with the corresponding acquisition. |
• | (a) the percentage which the shares referred to in subsection (i) above represents of the total of our issued and outstanding shares, and (b) the percentage that the sum of the shares referred to in subsections (i) and (ii) above represent of our issued and outstanding shares; provided that for (a) and (b) the total of our issued and outstanding shares may be determined by the total number of shares that we report as outstanding to the stock exchange on which they are listed; |
• | the identity and nationality of the person or persons, group, business group or consortium that intends to carry-out an Acquisition or execute a Voting Agreement; provided that if any of them is a corporate entity, the identity and nationality of each of the partners, shareholders, founders, beneficiaries or any equivalent thereto that ultimately has direct or indirect control of such entity in accordance with our bylaws; |
• | the reasons and objectives pursuant to which the person or persons, group of persons, business group or consortium that intends to carry-out an Acquisition or execute a Voting Agreement, in particular if they intend to acquire, directly or indirectly, (a) shares in addition to those referred in the authorization request, (b) 20% ownership of our capital stock, (c) control of our Company, or (d) significant influence in our Company, as well as the intended role with respect to the policies and management of our Company and any amendment they would like to propose with respect to the policies and management of our Company; |
• | if the person or persons, group, business group or consortium have direct or indirect ownership in the capital stock or in the management and operation of a competitor or any related person to a competitor, if they have any economic or business relationship with a competitor or with any related person to a competitor or if any related person of theirs is a competitor; |
• | if they have the authority to acquire shares or execute a Voting Agreement, in accordance with our bylaws and applicable law, or if they are in the process of obtaining any such authorization or consent from any person, and the terms and timing on which they expect to obtain it; |
• | the origin of the funds they intend to use to pay the price of the shares requested; provided that with respect to funds obtained from financing, the requesting party shall specify the identity and nationality of the person providing such funding and if such person is a competitor or a related person to a competitor, and any documentation evidencing the financing and the terms and conditions thereof. The board of directors may request from the person that sends such a request, if considered necessary to guarantee the payment of the corresponding Acquisition price and before granting authorization in |
accordance with the above, additional evidence regarding the financing (including evidence that there are no prohibitive covenants pursuant to such financing) or, the formation or granting of a (a) bailment, (b) guarantee trust, (c) irrevocable letter of credit, (d) deposit or (e) any other type of guarantee, up to the equivalent amount of 100% of the price of the shares that are to be acquired or that are the subject matter of the corresponding transaction or agreement, naming the shareholders, directly or through our Company, as beneficiaries, with the purposes of securing the compensation of the losses and lost profits that our Company or its shareholders may suffer as a consequence of the incorrect information presented or of the request, or for any action or omission of the petitioner, directly or indirectly, or as a consequence of the impossibility to complete the relevant transaction, for any cause, related or not to the financing; |
• | the identity and nationality of the financial institution that would act as broker, in the event that the Acquisition in question is through a public offering; |
• | if, there is to be a public offering, a copy of the offering circular or similar document, to be used for the acquisition of the shares or regarding the corresponding transaction or agreement, and a representation stating if such document has been authorized by the competent regulatory authorities (including the CNBV); and |
• | a domicile in Mexico City, Mexico, to receive notices regarding the filed request. |
• | within 15 business days following the date upon which the request referred to above has been received, the Chairman or Secretary shall call a meeting of the board of directors to discuss and resolve the matter of the requested authorization (notice for such meetings shall be made in writing and sent in accordance with our bylaws); and |
• | the board of directors may request from the person intending to carry-out the Acquisition or execute the corresponding Voting Agreement, additional documentation and clarifications as it sees fit to adequately analyze the request, to agree upon the authorization request as filed; provided that any request of such nature on behalf of the board of directors shall be made during the subsequent 20 calendar days following the receipt of the request, and provided that such request will not be considered as final and complete until the person who intends to carry-out the Acquisition or execute the Voting Agreement, files all the additional information and makes all the clarifications requested by the Board of Directors. |
• | To consider a meeting of the board of directors duly convened, by first or subsequent call, to deal with any matter regarding an authorization request or agreement referred herein, the attendance of at least 66% of incumbent directors or their alternates is required. Such resolutions will be valid and adopted when approved by 66% of the members of the Board of Directors. |
• | In the event that the board of directors authorizes the requested Acquisition or the execution of a proposed Voting Agreement, and such Acquisition or agreement results or would be likely to result in (a) the acquisition of 30% or more of our capital stock or, but without involving a change of control, in addition to |
any authorization requirement established in our bylaws, the person or group intending to carry out the Acquisition or enter into the Voting Agreement the acquisitions of shares or the conclusion of the respective Voting Agreement which is the object of the authorization, shall first execute a tender offer for the greater of (i) the percentage of the Company’s capital stock equivalent to the proportion of Shares in circulation that is intended to be acquired or (ii) 10% of the Company’s capital stock, under the authorized conditions resolved by the board of directors, or (b) a change of control, in addition to any authorization requirement established in our bylaws, the person or group, intending to carry out the Acquisition or execute the Voting Agreement, shall first execute a tender offer for 100% of our outstanding Shares, under the authorized conditions resolved by the board of directors. The tender offer referred to in the paragraph above shall be completed within 90 calendar days following the date on which the authorization was granted by the Board of Directors; provided that such term may be extended by an additional 60 calendar days in the event that any relevant governmental authorizations required for such purposes are pending. |
• | Acquisitions that do not result in (i) the acquisition of 20% of our capital stock or (ii) a change of control or (iii) the acquisition of significant influence regarding the Company may be registered in our stock registry book after authorization by the board of directors and the completion of such transactions. Acquisitions or Voting Agreements that result in (i) or (ii) above, may be registered in our stock registry book upon the completion of a tender offer pursuant to the terms discussed above. Consequently, in such case it will not be possible to exercise the rights arising from the shares until such tender offer is concluded. |
• | The board of directors may deny authorization for a requested Acquisition or for the execution of a proposed Voting Agreement, in which case it will inform, in writing, the basis and reasons for such denial. The requesting party will have the right to request and hold a meeting with the board of directors, or with an ad-hoc committee appointed thereby, to explain, extend or clarify the terms of its request, as well as communicate its position in writing to the board of directors. |
• | The documentation allows the agency to verify that the delivery of the exported merchandise has taken place in the country, that the local agent representing the company that owns the foreign-flagged means of transport made the payment to the exporter locally, and in which currency the payment was made. |
• | A financial entity shall issue a certificate stating that the company that owns the foreign flagged means of transport would have had access to the FX Market pursuant to Section 3.2.2. of the FX Regulations for the equivalent amount in foreign currency intended to be computed to the shipment permit. The financial entity which issued such certification has previously verified compliance with all the other requirements stablished in Section 3.2.2. of the FX Regulations, except for provisions of Section 3.16.13. Additionally, the local agent representing the company that owns the foreign flagged means of transport will have filed an affidavit stating that (a) it has not transferred funds abroad or (b) will transfer funds abroad for the proportional amount of the operations included in the certification. |
• | In the event that the funds have been received in Argentina in foreign currency, a certification that the settlement of the funds through the FX Market has been made is needed. |
• | during the 90 days preceding the date of said access, the local company must not have: |
• | sold securities in Argentina issued by residents for foreign currency, transferred such securities to a foreign depositary, exchanged such securities for other foreign assets, or, as of October 29, 2021, purchased foreign securities issued by non-residents with Pesos in Argentina; or |
• | delivered Pesos or other local liquid assets (e.g., Argentine sovereign bonds) to any individual or legal entity having a direct controlling interest in it, unless: (i) such delivery resulted from regular purchases of goods or services executed in its ordinary course of business, or (ii) it provides an affidavit from each such controlling individual or legal entity pursuant to which such persons declare they comply with the restrictions set forth in (i)(a) above, and undertake to comply with (ii)(d) below; and |
• | on the date of said access, the local company must: |
• | not have any available foreign liquid assets in excess of US$100,000, Central Bank Communication “A” 7030 contains a non-exhaustive list of assets that qualify as “foreign liquid assets” for purposes thereof, which include foreign currency bills and coins, gold bars, sight deposits with foreign banks and, |
generally, any other investment that allows for immediate availability of foreign currency (e.g., foreign bonds and securities, investment accounts with foreign investment managers, crypto-assets, cash held with payment service providers, etc.). |
• | deposit all its local holdings of foreign currency in accounts held with local financial institutions, |
• | undertake to settle through the FX Market within five business days as from receipt thereof, any funds received abroad as a result of the repayment of loans, the release of term-deposits or the sale of any type of asset, to the extent the asset was originally acquired, the deposit made or the loan granted, as applicable, after May 28, 2020, |
• | undertake to, during the 90 days following said access to the FX Market, not sell in Argentina securities issued by residents for foreign currency, transfer such securities to foreign depositaries, exchange such securities for other foreign assets, or purchase foreign securities with Pesos in Argentina, and |
• | not be included in the list of “issuers of fake invoices and similar documents” (base de facturas o documentos equivalentes calificados como apócrifos) kept by the Argentine Tax Authority (Administración Federal de Ingresos Públicos). |
• | the financial entity has received an affidavit from the client stating that the total amount of payments associated with its imports of goods processed through the FX Market as of 2020, including the payment for which approval is sought, does not exceed in more than US$250,000 the amount by which the importer would have access to the exchange market when computing: (i) the imports of goods registered on behalf of the relevant in the system for tracking payments of imports of goods (SEPAIMPO) and that were registered between January 1, 2020 and the day prior to accessing the FX Market, (ii) plus the amount of payments made under other exceptions, (ii) minus the amount pending to be paid in Argentina, related to payments of imports with pending customs registration made between September 1, 2019 and December 31, 2019; |
• | in the case of a “deferred payment” of imports corresponding to goods that have been shipped as of July 1, 2020 or that, having been shipped previously, have not arrived in the country before that date; |
• | it is a payment associated with an operation not included in section b) above, to the extent that it is intended to be used towards the cancellation of a commercial debt for imports of goods with an export credit agency or a foreign financial entity or that was guaranteed by either of such entities; |
• | in the case of “demand payments” of imports of goods or for commercial debt arising from imports of goods that do not have custom registration evidencing entry of the goods into Argentina, provided that, among others: |
• | the import corresponds to the importation of materials/supplies to be used for the production of goods in the country; and |
• | the payments made under this section do not exceed, in the current calendar month and for the financial entities as a whole, the amount obtained by considering the average of the total amount of imports of materials/supplies computed by the company in the formula stated in a) above in the last twelve months, minus the amount of imports of goods that do not have custom registration evidencing entry of the goods into Argentina in a situation of delay recorded by the importer. |
• | debtors were given access to the FX Market on the original maturity dates to make payments of net principal amounts not exceeding forty percent (40%) of the principal amounts due; and |
• | the balance of the principal amount shall have to be refinanced, at least, by means of a new foreign indebtedness with an average life of two (2) years. |
• | access to the FX Market up to 45 calendar days prior to the maturity date for the payment of principal and services of foreign financial debts or debt securities publicly registered in Argentina and denominated in foreign currency will be allowed if the prepayment is made by virtue of a debt refinancing process that complies with the provisions set forth in Section 3.17 mentioned above and, additionally, when all of the following conditions are met: (a) the amount of interest paid does not exceed the amount of interest accrued on the refinanced indebtedness up to the date the refinancing was settled, and (b) the accumulated amount of the principal maturities of the new debt does not exceed the amount that the principal maturities of the refinanced debt would have accumulated; |
• | access to the FX Market prior to the maturity date for payment of interest on foreign financial debts or debt securities publicly registered in Argentina and denominated in foreign currency will be allowed if the prepayment is consummated as part of a process for the exchange of debt securities issued by the customer and all of the following conditions are met: (a) the amount paid before maturity corresponds to interest accrued as at the closing date of the exchange; (b) the average life of the new debt securities is longer than the remaining average life of the exchanged security; and (c) the accumulated amount of the principal maturities of the new securities does not exceed at any time the amount that the principal maturities of the exchanged securities would have accumulated; and |
• | concerning scheduled principal repayments maturing between October 15, 2020 and December 31, 2022: (a) the Central Bank will consider the Refinancing Plan established therein completed when the debtor accesses the FX Market to pay off capital in an amount exceeding 40% of the principal amount that was then due, to the extent that the debtor settles currency on the FX Market as from October 9, 2020, in an amount equal to or greater than the excess over such 40%, on account of (i) foreign financial indebtedness, (ii) issuance of debt securities publicly registered abroad, (iii) issuance of debt securities publicly registered in Argentina and denominated in foreign currency that meet the conditions set forth in Section 3.6.1.3 of the FX Regulations, (b) in the case of debt securities publicly registered in Argentina or abroad, issued on or after October 9, 2020, with an average life of not less than two years, and the delivery of which to the creditors has allowed to reach the parameters provided in the proposed Refinancing Plan, the foreign currency settlement requirement was considered fulfilled for the purposes of being allowed access to the FX Market for the service of principal and interest thereon, and (c) the debtor has a certificate of increase of exports issued pursuant to Section 3.18 of the FX Regulations. |
• | the funds have been used to finance projects within the framework of the Gas.Ar Plan; |
• | the funds have been repatriated and settled through the FX Market as from November 16, 2020; and |
• | the average life of the indebtedness is not less than two years. |
• | Financing in foreign currency granted by local financial entities (including payments for consumption in foreign currency through credit cards). |
• | Obligations in foreign currency between residents instrumented through public registries or deeds as of August 30, 2019. |
• | Issuances of debt securities made on or after September 1, 2019, for the purpose of refinancing foreign currency obligations between residents instrumented through public registers or deeds as of August 30, 2019, and that entail an increase in the average life of the obligations. |
• | Payment, at maturity, of principal and interest services under new issues of debt securities made as of November 29, 2019, with public registration in the country, denominated and payable in foreign currency in the country, to the extent that: (i) they are denominated and subscribed in foreign currency, (ii) the respective principal and interest services are payable in the country in foreign currency and (iii) the totality of the funds obtained with the issuance are settled through the foreign exchange market. |
• | The issues made as from October 9, 2020, of debt securities with public registration in the country, denominated in foreign currency and whose services are payable in foreign currency in the country, to the extent that their average life is not less than two years and their delivery to creditors has allowed reaching the refinancing parameters set forth in Section 3.17 of the FX Regulations. |
• | The issues made as from January 7, 2021 of debt securities with public registration in the country denominated in foreign currency and whose services are payable in foreign currency in the country, to the extent that they were delivered to creditors to refinance pre-existing debts with an extension of the average life, when it corresponds to the amount of capital refinanced, interest accrued up to the refinancing date and, to the extent that the new debt securities do not mature before 2023, the amount equivalent to the interest that would accrue until December 31, 2022 on the indebtedness that is refinanced early and/or on the deferral of the refinanced principal and/or on the interest that would accrue on the amounts so refinanced. |
• | The dividend payment must result from closed and audited financial statements |
• | The total amount paid to non-resident shareholders shall not exceed the corresponding amount denominated in Pesos determined by the shareholders’ meeting to be distributed as dividends. |
• | If applicable, the Foreign Assets and Liabilities Reporting Regime shall have been complied with. |
• | The company is in one of the following situations and meets all the conditions stipulated in each case: |
a. | It records direct investment contribution settled as of January 17, 2020. In this case, (i) the total amount of transfers made through the FX Market for payment of dividends to non-resident shareholders may not exceed the 30% of the total value of the capital contributions made in the relevant local company that entered and settled through the FX Market as of January 17, 2020; (ii) the access will only be granted after a period of not less than thirty (30) calendar days has elapsed as from the date of the settlement of the last capital contribution that is taken into account for determining the aforementioned 30% cap; and (iii) evidence of the definitive capitalization of capital contributions must be provided or, if not available, evidence of filing of the process of registration of the capital contribution before the Public Registry shall be provided. In this case, evidence of the definitive capitalization shall be provided within 365 calendar days from the date of the initial filing with the Public Registry. |
b. | Profits generated in project under the “Gas Plan.” In this case, (i) profits generated by foreign direct investment contributions entered and settled through the FX Market as from November 16, 2020, destined to the financing of projects framed within the “ Plan de promoción de la producción del gas natural argentino – Esquema de oferta y demanda 2020-2024” established in Section 2 of Decree No. 892/20; (ii) the access to the FX Market occurs no earlier than two years from the date of settlement in the FX Market of the contribution that allows the framing in this item 2; and (iii) the client must submit documentation supporting the definitive capitalization of the contribution. |
• | the destination of the funds has been the financing of projects framed in the “Plan de Promoción de la Producción del Gas Natural Argentino–Esquema de Oferta y Demanda 2020-2024” established in Section 2 of Decree No. 892/20; |
• | the funds have been deposited and settled through the FX Market as from November 16, 2020; and |
• | the indebtedness has an average life of not less than two years. |
• | the institution has documentation that proves the effective inflow of the direct investment in the resident company; |
• | access occurs not earlier than two years from the date of settlement on the FX Market of the transaction that qualifies for inclusion in this point; |
• | in case of a capital reduction and/or return of irrevocable contributions made by the local company, the institution has documentation that proves that the relevant legal mechanisms have been complied with and has verified that the external liability in pesos generated as from the date of the non-acceptance of the irrevocable contribution or the capital reduction, as applicable, has been disclosed in the last filing due under the External Assets and Liabilities Reporting Regime. |
• | The amount applied does not exceed 20% of the amount in foreign currency corresponding to the permit of export whose charges are applied. |
• | The amount does not exceed 25% of the gross amount of foreign currency settled through the FX Market for financing the project that generated the applied exports. This gross amount will be calculated based on the foreign currency settled through the FX Market as of April 7, 2021, as (i) foreign financial debts and (ii) foreign direct investments. The settlements through the FX Market can only be computed after a year has elapsed since such settlement was carried out. |
• | Exporters who opt for this mechanism must designate a local financial institution to monitor the project included in the Promotion Regime. |
• | an individual transferring funds from their local accounts (which are already in foreign currency) to their own bank accounts outside Argentina. |
• | the transfer of foreign currency abroad by local common depositaries of securities in connection with income received in foreign currency on account of the servicing of principal and interest on Argentine Treasury bonds, when such transaction is part of the payment procedure at the request of foreign common depositaries; |
• | transfers of foreign currency abroad made by individuals from their local accounts denominated in foreign currency to offshore collection accounts up to an amount equivalent to US$500 in any calendar month, provided that the individual files an affidavit stating that the transfer is made to assist in the maintenance of Argentine residents who were forced to remain abroad in compliance with the measures adopted in response to the COVID-19 pandemic; |
• | arbitrage transactions not originated in transfers from abroad may be made without any restrictions, to the extent that the funds are debited from an account in foreign currency held by the customer with a local financial institution. To the extent that the funds are not debited from an account denominated in foreign currency held by the customer, these transactions may be made by individuals, without the Argentine Central Bank’s prior approval, up to the amount allowed for the use of cash under items 3.8. and 3.13 of the FX Regulations; |
• | swap and arbitrage transactions by non-residents individual may be made without restrictions to the extent that the fonds be credited in a “Caja de ahorro para turistas Despositos de ahorrro, cuenta sueldo y especiales |
• | all other swap and arbitrage transactions may be made by customers without the Argentine Central Bank’s prior approval to the extent that they would be allowed without need of such approval in accordance with other FX Regulations. This also applies to local common depositaries of securities with respect to the proceeds received in foreign currency as payments of principal of and interest on foreign currency securities paid in Argentina. |
• | concurrently to such access, foreign currency-denominated funds are being repatriated and settled through the FX Market and/or funds credited to the correspondent account of a local financial institutions, and |
• | the guarantees shall not exceed at any time 125% of the principal and interest to be paid in the current month and the following six calendar months, in accordance with the scheduled of payments as agreed upon with the creditors. |
• | the series A shares or ADSs are readily tradable on an established securities market in the United States or we are eligible for the benefits of a comprehensive tax treaty with the United States that the U.S. Treasury determines is satisfactory for purposes of this provision and that includes an exchange of information program; and |
• | we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (a “PFIC”). |
• | 75 percent or more of our gross income for the taxable year is passive income; or |
• | the average percentage of the value of our assets that produce or are held for the production of passive income is at least 50 percent. |
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Persons depositing or withdrawing shares or ADS holders must pay: |
For: | |
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |
US$.05 (or less) per ADS | Any cash distribution to ADS holders | |
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders | |
US$.05 (or less) per ADS per calendar year | Depositary services | |
Registration or transfer fees | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
Expenses of the depositary | Cable and facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. Dollars | |
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | As necessary | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | As necessary |
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15. |
CONTROLS AND PROCEDURES |
ITEM 16. |
RESERVED |
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT |
ITEM 16B. |
CODE OF ETHICS |
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
2021 |
2020 |
|||||||
US$ |
US$ |
|||||||
(in thousands) |
||||||||
Audit fees |
564 | 455 | ||||||
Audit- related fees |
17 | 10 | ||||||
Tax fees |
118 | 105 | ||||||
|
|
|||||||
Total fees |
699 | 570 | ||||||
|
|
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
ITEM 16G. |
CORPORATE GOVERNANCE |
Section |
NYSE Corporate Governance Rules |
Mexican Corporate Governance Rules | ||
303A.01 |
A listed company must have a majority of independent directors. “Controlled companies” are not required to comply with this requirement. | A listed company must have at least 25% of independent directors. All listed companies must comply with this requirement. | ||
303A.02 |
No director qualifies as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the listed company (whether directly or as a partner, shareholder, or officer of an organization that has a relationship with the company), and emphasizes that the concern is independence from management. The board is also required, on a case by case basis, to express an opinion with regard to the independence or lack of independence, of each individual director. | The shareholder’s meeting of a listed company in which a director is appointed or ratified, or where such appointment or ratification is informed, must affirmatively determine whether such director qualifies as independent. Under the Mexican Securities Market Law (i) shareholders that individually or as a group control the listed company, (ii) officers, employees or examiners of the listed company or its affiliates; (iii) individuals with significant influence or command authority (as defined below) over the listed company or its affiliates, among other persons, cannot be appointed as independent directors. There is test with respect to independence from the management as such. | ||
303A.03 |
The non-management directors of a listed company must meet at regularly scheduled executive sessions without management. |
There is no such requirement. | ||
303A.04 |
A listed company must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement. | A listed company must have a corporate governance committee with at least three members appointed by the board of directors and which members must all be independent. The corporate governance committee of a listed company that is controlled by a person or group maintaining 50% or more of its outstanding capital stock may be formed by a majority of independent members. | ||
303A.05 |
A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement. | There is no such requirement. | ||
303A.06 |
A listed company must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3, with a written charter that covers certain minimum specified duties. |
A listed company must have an audit committee with at least three members appointed by the board of directors and which members must all be independent. The minimum duties of this committee are set forth in the Mexican Securities Market Law, which include, among other things, supervising external auditors, discuss yearly financial statements and, when applicable, recommend their approval, informing the board of directors of existing internal controls and irregularities that it encounters, investigate breaches of operating policies internal control and internal audit systems and supervise the activities of the chief executive officer. | ||
As a foreign private issuer, we are required to comply with Section 303A.06, other than the requirement to have a minimum of three members on our audit committee. | ||||
303A.08 |
Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules. | Stock options plans for employees and pensions plans of a listed company and its affiliates, and similar structures, must be approved by the shareholders’ meeting of the listed company. Such plan must provide for a general and equivalent treatment to all employees in similar situations. |
Section |
NYSE Corporate Governance Rules |
Mexican Corporate Governance Rules | ||
303A.09 |
A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects. | The by-laws of a listed company must comply with the corporate governance provided for in the Mexican Securities Market Law. | ||
303A.10 |
A listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. | A company listed in the Mexican Stock Exchange must adopt the code of ethics issued by the board of directors of such exchange and represent its knowledge of the best corporate practices code. | ||
303A.12 |
(a) Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards. |
There is no such requirement. | ||
(b) Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of this Section 303A. |
There is no such requirement. | |||
(c) Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE. |
The secretary of the board of directors of a company listed in the Mexican Stock Exchange must disclose, at least once a year, the obligations, liabilities and recommendations resulting from the code of ethics, the best corporate practices code and the rules issued by the Mexican Stock Exchange to the directors of a listed company. | |||
As a foreign private issuer, we are required to comply with Section 303A.12. |
ITEM 16H. |
MINE SAFETY DISCLOSURE |
ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
ITEM 17. |
FINANCIAL STATEMENTS |
ITEM 18. |
FINANCIAL STATEMENTS |
ITEM 19. |
EXHIBITS |
12.2 | Certification of Pablo Manuel Vera Pinto of Vista Energy, S.A.B. de C.V. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
13.1 | Certification of Miguel Galuccio and Pablo Manuel Vera Pinto pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
15.1 | Consent of DeGolyer and MacNaughton. | |
15.2 | Consent of Netherland, Sewell & Associates, Inc. | |
99.1 | Reserves Report, dated January 28, 2022, prepared by DeGolyer and MacNaughton. | |
99.2 | Reserves Report, dated February 8, 2022, prepared by Netherland, Sewell & Associates, Inc. | |
101.INS | Inline XBRL Instance Document | |
101.SCH | Inline XBRL Taxonomy Extension Schema | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
Vista Energy, S.A.B. de C.V. | ||||
By: | /s/ Miguel Galuccio | |||
Name: | Miguel Galuccio | |||
Title: | Chief Executive Officer | |||
By: | /s/ Pablo Manuel Vera Pinto | |||
Name: | Pablo Manuel Vera Pinto | |||
Title: | Chief Financial Officer |
Page |
||||
Consolidated financial statements as of December 31, 2021, and 2020 and for the years ended December 31, 2021, 2020 and 2019 |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-8 |
Auditor Data Elements |
December 31, 2021, 2020 and 2019 | |
Auditor Name |
Mancera, S.C. | |
Auditor Location |
Ciudad de México, México | |
Auditor Firm ID |
01284 |
Notes |
Year ended December 31,2021 |
Year ended December 31,2020 |
Year ended December 31,2019 |
|||||||||||
Revenue from contracts with customers |
5 |
652,187 | 273,938 | 415,976 | ||||||||||
Cost of sales: |
||||||||||||||
Operating costs |
6.1 |
(107,123 | ) | (88,018 | ) | (114,431 | ) | |||||||
Crude oil stock fluctuation |
6.2 |
(905 | ) | 3,095 | 310 | |||||||||
Depreciation, depletion and amortization |
13/14/15 |
(191,313 | ) | (147,674 | ) | (153,001 | ) | |||||||
Royalties |
(86,241 | ) | (38,908 | ) | (61,008 | ) | ||||||||
|
|
|
|
|
|
|||||||||
Gross profit |
266,605 |
2,433 |
87,846 |
|||||||||||
|
|
|
|
|
|
|||||||||
Selling expenses |
7 |
(42,748 | ) | (24,023 | ) | (27,138 | ) | |||||||
General and administrative expenses |
8 |
(45,858 | ) | (33,918 | ) | (42,400 | ) | |||||||
Exploration expenses |
9 |
(561 | ) | (646 | ) | (676 | ) | |||||||
Other operating income |
10.1 |
23,285 | 5,573 | 3,165 | ||||||||||
Other operating expenses |
10.2 |
(4,214 | ) | (4,989 | ) | (6,180 | ) | |||||||
Reversal / (Impairment) of long- lived assets |
3.2.2 |
14,044 | (14,438 | ) | — | |||||||||
|
|
|
|
|
|
|||||||||
Operating profit / (loss) |
210,553 |
(70,008 |
) |
14,617 |
||||||||||
|
|
|
|
|
|
|||||||||
Interest income |
11.1 |
65 | 822 | 3,770 | ||||||||||
Interest expense |
11.2 |
(50,660 | ) | (47,923 | ) | (34,163 | ) | |||||||
Other financial results |
11.3 |
(7,194 | ) | 4,247 | (715 | ) | ||||||||
|
|
|
|
|
|
|||||||||
Financial results, net |
(57,789 |
) |
(42,854 |
) |
(31,108 |
) | ||||||||
|
|
|
|
|
|
|||||||||
Profit / (loss) before income tax |
152,764 |
(112,862 |
) |
(16,491 |
) | |||||||||
|
|
|
|
|
|
|||||||||
Current income tax (expense) |
16 |
(62,419 | ) | (184 | ) | (1,886 | ) | |||||||
Deferred income tax (expense) / benefit |
16 |
(39,695 | ) | 10,297 | (14,346 | ) | ||||||||
|
|
|
|
|
|
|||||||||
Income tax (expense) / benefit |
(102,114 |
) |
10,113 |
(16,232 |
) | |||||||||
|
|
|
|
|
|
|||||||||
Profit / (loss) for the year, net |
50,650 |
(102,749 |
) |
(32,723 |
) | |||||||||
|
|
|
|
|
|
|||||||||
Other comprehensive income |
||||||||||||||
Other comprehensive income that shall not be reclassified to profit or loss in subsequent periods |
||||||||||||||
- (Loss) / profit from actuarial remediation related to defined benefit plans |
23 |
(4,513 | ) | 460 | (1,577 | ) | ||||||||
- Deferred income tax benefit / (expense) |
16 |
2,048 | (114 | ) | 394 | |||||||||
|
|
|
|
|
|
|||||||||
Other comprehensive income that shall not be reclassified to profit or loss in subsequent years |
(2,465 |
) |
346 |
(1,183 |
) | |||||||||
|
|
|
|
|
|
|||||||||
Other comprehensive income for the year, net of income taxes |
(2,465 |
) |
346 |
(1,183 |
) | |||||||||
|
|
|
|
|
|
|||||||||
Total comprehensive profit / (loss) for the year |
48,185 |
(102,403 |
) |
(33,906 |
) | |||||||||
|
|
|
|
|
|
|||||||||
Earnings / (loss) per share |
||||||||||||||
Basic (in US dollars per share) |
12 |
0.574 |
(1.175 |
) |
(0.409 |
) | ||||||||
Diluted (in US dollars per share) |
12 |
0.543 |
(1.175 |
) |
(0.409 |
) |
Notes |
As of December 31, 2021 |
As of December 31, 2020 |
||||||||
Assets |
||||||||||
Noncurrent assets |
||||||||||
Property, plant and equipment |
13 |
1,223,982 | 1,002,258 | |||||||
Goodwill |
14 |
28,416 | 28,484 | |||||||
Other intangible assets |
14 |
3,878 | 21,081 | |||||||
Right-of-use-assets |
15 |
26,454 | 22,578 | |||||||
Investments in associates |
2,977 | — | ||||||||
Trade and other receivables |
17 |
20,210 | 29,810 | |||||||
Deferred income tax assets |
16 |
2,771 | 565 | |||||||
|
|
|
|
|||||||
Total noncurrent assets |
1,308,688 |
1,104,776 |
||||||||
|
|
|
|
|||||||
Current assets |
||||||||||
Inventories |
19 |
13,961 | 13,870 | |||||||
Trade and other receivables |
17 |
46,096 | 51,019 | |||||||
Cash, bank balances and other short-term investments |
20 |
315,013 | 202,947 | |||||||
|
|
|
|
|||||||
Total current assets |
375,070 |
267,836 |
||||||||
|
|
|
|
|||||||
Total assets |
1,683,758 |
1,372,612 |
||||||||
|
|
|
|
|||||||
Equity and liabilities |
||||||||||
Equity |
||||||||||
Capital stock |
21.1 |
586,706 | 659,400 | |||||||
Share-based payments |
31,601 | 23,046 | ||||||||
Other accumulated comprehensive losses |
(5,976 | ) | (3,511 | ) | ||||||
Accumulated losses |
(47,072 | ) | (170,417 | ) | ||||||
|
|
|
|
|||||||
Total equity |
565,259 |
508,518 |
||||||||
|
|
|
|
|||||||
Liabilities |
||||||||||
Noncurrent liabilities |
||||||||||
Deferred income tax liabilities |
16 |
175,420 | 135,567 | |||||||
Lease liabilities |
15 |
19,408 | 17,498 | |||||||
Provisions |
22 |
29,657 | 23,909 | |||||||
Borrowings |
18.1 |
447,751 | 349,559 | |||||||
Warrants |
18.3 |
2,544 | 362 | |||||||
Employee benefits |
23 |
7,822 | 3,461 | |||||||
Trade and other payables |
26 |
50,159 | — | |||||||
|
|
|
|
|||||||
Total noncurrent liabilities |
732,761 |
530,356 |
||||||||
|
|
|
|
|||||||
Current liabilities |
||||||||||
Provisions |
22 |
2,880 | 2,084 | |||||||
Lease liabilities |
15 |
7,666 | 6,183 | |||||||
Borrowings |
18.1 |
163,222 | 190,227 | |||||||
Salaries and payroll taxes |
24 |
17,491 | 11,508 | |||||||
Income tax liability |
16 |
44,625 | — | |||||||
Other taxes and royalties |
25 |
11,372 | 5,117 | |||||||
Trade and other payables |
26 |
138,482 | 118,619 | |||||||
|
|
|
|
|||||||
Total current liabilities |
385,738 |
333,738 |
||||||||
|
|
|
|
|||||||
Total liabilities |
1,118,499 |
864,094 |
||||||||
|
|
|
|
|||||||
Total equity and liabilities |
1,683,758 |
1,372,612 |
||||||||
|
|
|
|
Capital stock |
Share-based payments |
Other accumulated comprehensive losses |
Acumulated loss |
Total equity |
||||||||||||||||
Amounts as of December 31, 2018 |
513,255 |
4,021 |
(2,674 |
) |
(34,945 |
) |
479,657 |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss for the year |
— | — | — | (32,723 | ) | (32,723 |
) | |||||||||||||
Other comprehensive income for the year |
— | — | (1,183 | ) | — | (1,183 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive (loss) |
— |
— |
(1,183 |
) |
(32,723 |
) |
(33,906 |
) | ||||||||||||
Proceeds from Series A shares net of issuance costs (see Note 21.1) |
146,144 | — | — | — | 146,144 |
|||||||||||||||
Share-based payments (1) |
— | 11,821 | — | — | 11,821 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amounts as of December 31, 2019 |
659,399 |
15,842 |
(3,857 |
) |
(67,668 |
) |
603,716 |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss for the year |
— | — | — | (102,749 | ) | (102,749 |
) | |||||||||||||
Other comprehensive income for the year |
— | — | 346 | — | 346 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive (loss) |
— |
— |
346 |
(102,749 |
) |
(102,403 |
) | |||||||||||||
Share-based payments (1) |
1 | 7,204 | — | — | 7,205 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amounts as of December 31, 2020 |
659,400 |
23,046 |
(3,511 |
) |
(170,417 |
) |
508,518 |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Profit for the year |
— |
— |
— |
50,650 | 50,650 |
|||||||||||||||
Other comprehensive income for the year |
— |
— |
(2,465 | ) | — | (2,465 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive income |
— |
— |
(2,465 |
) |
50,650 |
48,185 |
||||||||||||||
Share-based payments (1) |
1 | 8,555 | — | — | 8,556 |
|||||||||||||||
Reduction of share capital adopted at the Ordinary General Shareholders’ meeting on December 14, 2021 (see Note 21.1) |
(72,695 | ) | — | — | 72,695 | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amounts as of December 31, 2021 |
586,706 |
31,601 |
(5,976 |
) |
(47,072 |
) |
565,259 |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
I ncluding 10,592, 10,494 and 10,655 of share-based payment expenses for the years ended December 31, 2021, 2020 and 2019, respectively, net of tax charge s (see Note 8). |
Notes |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||||||
Cash flows from operating activities |
||||||||||||||
Profit / (loss) for the year, net |
50,650 | (102,749 | ) | (32,723 | ) | |||||||||
Adjustments to reconcile net cash flows |
||||||||||||||
Items related to operating activities: |
||||||||||||||
Allowance / (Reversal) of the expected credit loss |
7/17 |
406 | (22 | ) | (118 | ) | ||||||||
Net changes in foreign exchange rate |
11.3 |
(14,328 | ) | (3,068 | ) | 2,991 | ||||||||
Discount for well plugging and abandonment |
11.3 |
2,546 | 2,584 | 1,723 | ||||||||||
Net increase in provisions |
10.2 |
1,930 | 103 | 2,210 | ||||||||||
Interest expense on lease liabilities |
11.3 |
1,079 | 1,641 | 1,561 | ||||||||||
Discount of assets and liabilities at present value |
11.3 |
2,300 | 3,432 | 10 | ||||||||||
Share-based payments |
8 |
10,592 | 10,494 | 10,655 | ||||||||||
Employee benefits |
23 |
247 | 250 | 220 | ||||||||||
Income tax expense / (benefit) |
16 |
102,114 | (10,113 | ) | 16,232 | |||||||||
Items related to investing activities: |
||||||||||||||
Depreciation and depletion |
13/15 |
187,858 | 145,106 | 151,483 | ||||||||||
Amortization of intangible assets |
14 |
3,455 | 2,568 | 1,518 | ||||||||||
(Reversal) / Impairment of long-lived assets |
3.2.2 |
(14,044 | ) | 14,438 | — | |||||||||
Interest income |
11.1 |
(65 | ) | (822 | ) | (3,770 | ) | |||||||
Gain from farmout agreement |
10.1 |
(9,050 | ) | — | — | |||||||||
Changes in the fair value of financial assets |
11.3 |
(5,061 | ) | 645 | (873 | ) | ||||||||
Gain from assets disposal |
10.1 |
(9,999 | ) | — | — | |||||||||
Bargain purchase on business combination |
10.1/32 |
— | (1,383 | ) | — | |||||||||
Items related to financing activities: |
||||||||||||||
Interest expense |
11.2 |
50,660 | 47,923 | 34,163 | ||||||||||
Changes in the fair value of warrants |
11.3 |
2,182 | (16,498 | ) | (6,840 | ) | ||||||||
Amortized cost |
11.3 |
4,164 | 2,811 | 2,076 | ||||||||||
Impairment of financial assets |
11.3 |
— | 4,839 | — | ||||||||||
Remeasurements of borrowings |
11.3 |
19,163 | — | — | ||||||||||
Changes in working capital: |
||||||||||||||
Trade and other receivables |
7,472 | 3,915 | (2,073 | ) | ||||||||||
Inventories |
908 | (2,861 | ) | (609 | ) | |||||||||
Trade and other payables |
16,209 | 2,397 | (22,105 | ) | ||||||||||
Payments of employee benefits |
23 |
(399 | ) | (798 | ) | (630 | ) | |||||||
Salaries and payroll taxes |
3,929 | (2,570 | ) | 5,405 | ||||||||||
Other taxes and royalties |
(7,311 | ) | (2,080 | ) | 2,377 | |||||||||
Provisions |
(1,918 | ) | (1,672 | ) | (2,298 | ) | ||||||||
Income tax payment (1) |
(4,296 | ) | (4,731 | ) | (26,327 | ) | ||||||||
|
|
|
|
|
|
|||||||||
Net cash flows provided by operating activities |
401,393 |
93,779 |
134,258 |
|||||||||||
|
|
|
|
|
|
Notes |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||||||
Cash flows from investing activities |
||||||||||||||
Payments for acquisitions of property, plant and equipment |
(321,286 | ) | (153,257 | ) | (240,315 | ) | ||||||||
Payments for acquisitions of other intangible assets |
14 |
(1,611 | ) | (3,664 | ) | (4,225 | ) | |||||||
Payments for acquisitions of investments in associates |
(2,977 | ) | — |
— |
||||||||||
Payments received from assets disposal (2) |
1.3/1.4 |
14,150 | — | — | ||||||||||
Cash from the acquisition of AFBN assets |
1.5 |
6,203 | — | — | ||||||||||
Payments received from farmout agreement |
1.2 |
10,000 | — | — | ||||||||||
Proceeds from other financial assets |
— | — | 5,761 | |||||||||||
Interest received |
11.1 |
65 | 822 | 3,770 | ||||||||||
|
|
|
|
|
|
|||||||||
Net cash flows (used in) investing activities |
(295,456 |
) |
(156,099 |
) |
(235,009 |
) | ||||||||
|
|
|
|
|
|
|||||||||
Cash flows from financing activities |
||||||||||||||
Proceeds from capitalization of Serie A shares net of issue costs |
21.1 |
— | — | 146,144 | ||||||||||
Proceeds from borrowings |
18.2 |
358,093 | 201,728 | 234,728 | ||||||||||
Payment of borrowings costs |
18.2 |
(3,326 | ) | (2,259 | ) | (1,274 | ) | |||||||
Payment of borrowings principal |
18.2 |
(284,695 | ) | (98,761 | ) | (90,233 | ) | |||||||
Payment of borrowings interest |
18.2 |
(54,636 | ) | (43,756 | ) | (32,438 | ) | |||||||
Payment of leases |
15 |
(8,911 | ) | (9,067 | ) | (7,619 | ) | |||||||
Payment of / Proceeds from other financial liabilities, net of restricted cash and cash equivalents |
28 |
— | (16,993 | ) | 16,993 | |||||||||
|
|
|
|
|
|
|||||||||
Net cash flows provided by financing activities |
6,525 |
30,892 |
266,301 |
|||||||||||
|
|
|
|
|
|
|||||||||
Net increase / (decrease) in cash and cash equivalents |
112,462 |
(31,428 |
) |
165,550 |
||||||||||
Cash and cash equivalents at beginning of year |
20 |
201,314 | 234,230 | 66,047 | ||||||||||
Effect of exposure to changes in the foreign currency rate of cash and cash equivalents |
(2,559 | ) | (1,488 | ) | 2,633 | |||||||||
Net increase / (decrease) in cash and cash equivalents |
112,462 | (31,428 | ) | 165,550 | ||||||||||
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at end of year |
20 |
311,217 |
201,314 |
234,230 |
||||||||||
|
|
|
|
|
|
|||||||||
Significant transactions that generated no cash flows |
||||||||||||||
Acquisition of property, plant and equipment through increase in trade and other payables |
80,321 | 82,298 | 23,943 | |||||||||||
Acquisition of AFBN assets |
1.5 |
69,693 | — | — | ||||||||||
Acquisition of Mexico’s exploration assets |
1.4 |
6,174 | — | — | ||||||||||
Disposal of Mexico’s exploration assets |
1.4 |
(5,126 | ) | — | — | |||||||||
Changes in well plugging and abandonment with an impact in property, plant and equipment |
13/22.1 |
2,112 | (366 | ) | 4,141 |
(1) |
Year ended December 31, 2019, includes 13,087 related to income tax expense for the year ended December 31, 2018 . |
(2) |
Including 15,000 received for the transfer of working interests in Coirón Amargo Sur Oeste (“CASO”) concession net of 850 from payments related to the transfer of Mexico’s exploration assets. |
(i) | Acquiring, by any legal means, all kinds of assets, shares, interests in companies, equity interests or interests in all types of companies, either profit-making or nonprofit entities, associations, business corporations, trusts or other entities operating in the energy sector, in Mexico or in another country, or in any other industry; |
(ii) | Participating as a partner, shareholder or investor in all types of businesses or profit-making or nonprofit entities, associations, trusts, in Mexico or in another country, or of any other nature; |
(iii) | Issuing and placing shares representing its capital stock, either through public or private offerings, in domestic or foreign securities markets; |
(iv) | Issuing and placing warrants, either through public or private offerings, in relation to shares representing their capital stock or other types of securities, in domestic or foreign securities markets, and |
(v) | Issuing or placing negotiable instruments, debt instruments or other guarantees, either through public or private offerings, in domestic or foreign securities markets. |
(i) | 100% in 25 de Mayo-Medanito SE; Jagüel de los Machos; Entre Lomas Neuquén; Entre Lomas Río Negro; and Jarilla Quemada and Charco del Palenque (in Agua Amarga area) conventional operating concessions (operated); |
(ii) | 100% in Bajada del Palo Oeste and Bajada del Palo Este unconventional operating concessions (operated) (see Note 30.3.2); |
(iii) | 84.62% in Coirón Amargo Norte operating concession (operated) (see Note 30.3.4); |
(iv) | 90% in Águila Mora unconventional operating concession (operated); |
(v) | 50% in Aguada Federal unconventional operating concession (not operated) (see Note 30.3.10 and Note 3 5 ); |
(vi) | 50% in Bandurria Norte unconventional operating concession (not operated) (see Note 30.3.11 and Note 3 5 ). |
(i) | 1.5% in Acambuco operating concession (not operated). |
(i) | 100% in CS-01 area (operated) (see Note 30.3.12) |
(i) | A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest; |
(ii) | Allow the changes required by IBOR reform to be made as hedge designations; and |
(iii) | Provide companies with a temporary relief from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component. |
(i) |
What is meant by a right to defer settlement; |
(ii) |
That a right to defer must exist at the end of the reporting period; |
(iii) |
That classification is unaffected by the likelihood that an entity will exercise its deferral right and; |
(iv) |
That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification. |
• | Power over the entity; |
• | Exposure or rights to variable returns from its involvement with the entity; and |
• | The ability use its power over the entity to affect the amount of the investor’s returns. |
• |
The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; |
• |
potential voting rights held by the Company, other vote holders or other parties; |
• |
rights arising from other contractual arrangements; and |
• |
any additional facts and circumstances that indicate the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meeting. |
Subsidiary name |
Equity interest |
Place of business |
Main activity | |||||||||||||||
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||||||||
Vista Holding I |
100 | % | 100 | % | 100 | % | Mexico | Holding company | ||||||||||
Vista Holding II |
100 | % | 100 | % | 100 | % | Mexico | Exploration and production (1) | ||||||||||
Vista Oil & Gas Holding III, S.A. de C.V. |
100 | % | 100 | % | 100 | % | Mexico | Services | ||||||||||
Vista Oil & Gas Holding IV, S.A. de C.V. |
100 | % | 100 | % | 100 | % | Mexico | Services | ||||||||||
Vista Oil & Gas Holding V B.V. |
100 | % | 100 | % | — | % | Holland | Holding company | ||||||||||
Vista Complemento S.A. de C.V. |
100 | % | 100 | % | 100 | % | Mexico | Services | ||||||||||
Vista Holding VII S.á.r.l. (2) |
100 | % | — | % | — | % | Luxembourg | Holding company | ||||||||||
Vista Argentina |
100 | % | 100 | % | 100 | % | Argentina | Exploration and production (1) | ||||||||||
Aleph Midstream S.A. (3) |
100 | % | 100 | % | 0, | % | Argentina | Services (4) | ||||||||||
Aluvional S.A. |
100 | % | 100 | % | 100 | % | Argentina | Mining and industry | ||||||||||
AFBN S.R.L. (2) |
100 | % | — | % | — | % | Argentina | Exploration and production (1) | ||||||||||
VX Ventures Asociación en Participación |
100 | % | — | % | — | % | Mexico | Holding company |
(1) |
It r |
(2) |
See Note 1.5. |
(3) |
See Note 28. |
(4) |
Including operations related to the capture, treatment, transport and distribution of hydrocarbons and derivatives. |
• | Its assets and liabilities held jointly; |
• | Its revenue from the sale of its share of the output of the joint operation; |
• | Its revenue from the sale of its share of the output of the joint operation; and |
• | Its expenses, including its share of any expenses incurred jointly. |
(i) | The fair value of transferred assets; |
(ii) | The liabilities incurred to former owners of the acquired business; |
(iii) | The equity interests issued by the Company; |
(iv) | The fair value of any asset or liability from a contingent consideration arrangement; and |
(v) | The fair value of any previously held equity interest in the subsidiary. |
(i) | The consideration transferred ; |
(ii) | The amount of any noncontrolling interest in the acquiree; and |
(iii) | The acquisition-date fair value of previously held equity interest in the acquiree over the fair value of net identifiable assets acquired is booked as goodwill. |
Buildings |
50 years | |||
Vehicles |
5 years | |||
Machinery and installations |
10 years | |||
Computer equipment |
3 years | |||
Equipment and furniture |
10 years |
(i) |
the purpose of the Company’s business model is to maintain the asset to collect the contractual cash flows; |
(ii) |
contractual conditions, on specific dates, give rise to cash flows only consisting in payments of principal and interest on the outstanding principal. |
(i) |
The employees’ share in Company profit paid during the year or prior-year tax losses pending application. |
(ii) |
Payments that are also exempt for employees. |
• | The structure of the joint arrangement, whether it is structured through a separate vehicle; |
• | When it is structured through a separate vehicle, the Company also considers the rights and obligations from: (i) the legal form of the separate vehicle; (ii) the terms of the contractual agreement; and (iii) the events and circumstances, as the case may be. |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||||||||||
Argentina |
Mexico |
Argentina |
Mexico |
|||||||||||||
Discount rates (after taxes) |
16.6 | % | 6.1 | % | 12.5 | % | 6.3 | % | ||||||||
Discount rates (before taxes) |
19.0 | % | 10.0 | % | 15.8 | % | 8.4 | % | ||||||||
Prices of crude oil, LPG and natural gas |
||||||||||||||||
Crude oil (US/bbl) (1) |
||||||||||||||||
2021 |
— | — | 48.0 | 48.0 | ||||||||||||
2022 |
73.0 | 65.8 | 53.5 | 53.5 | ||||||||||||
2023 |
70.1 | 63.0 | 52.0 | 52.0 | ||||||||||||
2024 |
70.5 | 63.5 | 52.9 | 52.9 | ||||||||||||
2025 |
65.9 | 58.9 | 51.9 | 51.9 | ||||||||||||
As from 2026 |
64.6 | 58.9 | 51.9 | 51.9 | ||||||||||||
Natural gas-local prices (US/MMBTU) 2021 |
— | — | 2.3 | 2.3 | ||||||||||||
2022 |
3.3 | 3.0 | 3.5 | 2.0 | ||||||||||||
As from 2023 |
3.3 | 3.0 | 3.5 | 2.0 | ||||||||||||
LPG-local prices (US/tn.) |
||||||||||||||||
As from |
300 | — | 350 | — |
(1) |
The prices correspond to Brent and Maya, for Argentina and Mexico, respectively. |
• |
Discount rates: Discount rates represent the present market value of the Company’s specific risks considering the time value of money and the individual risks of the underlying assets that have not been considered in cash flow estimates. The discount rate is calculated based on the Company’s specific circumstances and is derived from the weighted average cost of capital (“WACC”) with the proper adjustments to reflect risks and determine the rate after taxes. The income tax rate used is the tax rate effective in Argentina standing at 35% as from 2021 (see Note 33.1). The WACC considers the cost of debt and cost of capital. In calculating the WACC, the Company considered public market data of certain companies deemed comparable (“comparable companies”) based on the industry, region and main activity. |
• |
Prices of crude oil, natural gas and LPG: Expected commodity prices are based on Management estimates and available market data. |
• |
Production and reserve volumes : In conventional CGUs, the future production level estimated in all impairment tests is based on proved and probable reserves, and contingent resources are also added in the case of unconventional CGUs. Production forecasts and reserve assumptions were based on reserve reports audited by external consultants and on reports prepared internally by the Company. Different success factors were also applied to determine the expected value of each type of reserve or contingent resource. |
As of December 31, 2021 |
As of December 31, 2020 | |||||||
Argentina (1) |
México |
Argentina (1) |
México (2) | |||||
Discount rate |
+/- 10% | +/- 10% | ||||||
Carrying amount (1) |
(98) / - | - / - | - / - | (1,146) / - | ||||
Expected prices of crude oil, natural gas and LPG |
+/- 10% | +/- 10% | ||||||
Carrying amount (1) |
- /(31,773) | - / - | - /(20,889) | - /(3,063) |
(1) |
As of December 31, 2021, and 2020, related to the conventional oil and gas operating and non- operating concessions CGU. |
(2) |
As of December 31, 2020, related to the conventional oil and gas operating concessions CGU. |
As of December 31, 2021 |
As of December 31, 2020 |
As of December 31, 2019 |
||||||||||
Argentina |
1,260,851 | 1,086,308 | 982,397 | |||||||||
Mexico |
47,837 | 18,468 | 30,165 | |||||||||
|
|
|
|
|
|
|||||||
Total noncurrent assets |
1,308,688 |
1,104,776 |
1,012,562 |
|||||||||
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Goods sold |
652,187 | 273,938 | 415,976 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue from contracts with customers |
652,187 |
273,938 |
415,976 |
|||||||||
|
|
|
|
|
|
|||||||
Recognized at a point in time |
652,187 |
273,938 |
415,976 |
|||||||||
|
|
|
|
|
|
Type of products |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||||
Revenues from crude oil sales |
593,060 | 236,596 | 338,272 | |||||||||
Revenues from natural gas sales |
54,301 | 33,575 | 71,524 | |||||||||
Revenues from LPG sales |
4,826 | 3,767 | 6,180 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue from contracts with customers |
652,187 |
273,938 |
415,976 |
|||||||||
|
|
|
|
|
|
Distribution channels |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||||
Refineries |
410,904 | 141,672 | 338,272 | |||||||||
Exports from crude oil |
182,156 | 94,924 | — | |||||||||
Natural gas for electric power generation |
18,461 | 2,275 | 5,793 | |||||||||
Retail natural gas distribution companies |
18,351 | 13,809 | 26,452 | |||||||||
Industries (1) |
17,489 | 17,491 | 39,279 | |||||||||
LPG sales |
4,826 | 3,767 | 6,180 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue from contracts with customers |
652,187 |
273,938 |
415,976 |
|||||||||
|
|
|
|
|
|
(1) |
During the year ended December 31, 2021, including 169 related to exports of natural gas. |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Fees and compensation for services |
53,024 | 46,218 | 67,209 | |||||||||
Salaries and payroll taxes |
16,591 | 12,593 | 10,943 | |||||||||
Consumption of materials and spare parts |
15,912 | 11,181 | 17,062 | |||||||||
Easements and fees |
9,572 | 8,222 | 9,632 | |||||||||
Employee benefits |
4,877 | 3,867 | 2,836 | |||||||||
Transport |
3,274 | 2,351 | 2,914 | |||||||||
Other |
3,873 | 3,586 | 3,835 | |||||||||
|
|
|
|
|
|
|||||||
Total operating costs |
107,123 |
88,018 |
114,431 |
|||||||||
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Crude oil stock at beginning of year (Note 19) |
6,127 | 3,032 | 2,722 | |||||||||
Less: Crude oil stock at end of year (Note 19) |
(5,222 | ) | (6,127 | ) | (3,032 | ) | ||||||
|
|
|
|
|
|
|||||||
Total crude oil stock fluctuation |
905 |
(3,095 |
) |
(310 |
) | |||||||
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Transport |
19,554 | 10,395 | 9,596 | |||||||||
Taxes, rates and contributions |
13,921 | 6,014 | 13,115 | |||||||||
Tax on bank account transactions |
6,061 | 3,033 | 4,495 | |||||||||
Fees and compensation for services (1) |
2,806 | 4,603 | 50 | |||||||||
Allowance / (Reversal) of the expected credit loss (Note 17) |
406 | (22 | ) | (118 | ) | |||||||
|
|
|
|
|
|
|||||||
Total selling expenses |
42,748 |
24,023 |
27,138 |
|||||||||
|
|
|
|
|
|
(1) |
Including 1,651 and 4,367 for crude storage during the years ended December 31, 2021, and 2020, respectively. |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Salaries and payroll taxes |
14,130 | 8,882 | 10,958 | |||||||||
Share-based payments |
10,592 | 10,494 | 10,655 | |||||||||
Employee benefits |
8,236 | 4,984 | 6,055 | |||||||||
Fees and compensation for services |
7,412 | 6,466 | 9,603 | |||||||||
Institutional promotion and advertising |
2,237 | 1,215 | 1,179 | |||||||||
Taxes, rates and contributions |
1,311 | 740 | 1,718 | |||||||||
Other |
1,940 | 1,137 | 2,232 | |||||||||
|
|
|
|
|
|
|||||||
Total general and administrative expenses |
45,858 |
33,918 |
42,400 |
|||||||||
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Geological and geophysical expenses |
561 | 646 | 676 | |||||||||
|
|
|
|
|
|
|||||||
Total exploration expenses |
561 |
646 |
676 |
|||||||||
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Gain from assets disposal (1) |
9,999 | — | — | |||||||||
Gain from farmout agreement (Note 1.2) |
9,050 | — | — | |||||||||
Other services charges (2) |
3,971 | 3,924 | 3,165 | |||||||||
Bargain purchase on business combination (Note 32) |
— | 1,383 | — | |||||||||
Other |
265 | 266 | — | |||||||||
|
|
|
|
|
|
|||||||
Total other operating income |
23,285 |
5,573 |
3,165 |
|||||||||
|
|
|
|
|
|
(1) |
Including (i) 9,788 related to the transfer of working interest in CASO; (ii) 198 related to the transfer of Mexico’s exploration assets, and (iii) 13 related to the expiry of concession in Sur Río Deseado Este area (see Note 1.3, 1.4 and 30.3.9). |
(2) |
Services not directly related to the Company’s main activity. |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Restructuring expenses (1) |
(2,281 | ) | (3,469 | ) | (3,244 | ) | ||||||
Reorganization expenses |
(3 | ) | (1,417 | ) | — | |||||||
Provision for environmental remediation (Note 22.2) |
(1,029 | ) | (463 | ) | (816 | ) | ||||||
Provision for contingencies (Note 22.3) |
(652 | ) | (267 | ) | (422 | ) | ||||||
(Allowance) / Reversal provision for materials and spare parts |
(249 | ) | 627 | (972 | ) | |||||||
Other |
— | — | (726 | ) | ||||||||
|
|
|
|
|
|
|||||||
Total other operating expenses |
(4,214 |
) |
(4,989 |
) |
(6,180 |
) | ||||||
|
|
|
|
|
|
(1) |
The Company booked restructuring expenses including payments, fees and transaction costs related to the changes in the Group’s structure. |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Financial interest |
65 | 822 | 1,328 | |||||||||
Interests on government notes at amortized costs |
— | — | 2,442 | |||||||||
|
|
|
|
|
|
|||||||
Total interest income |
65 |
822 |
3,770 |
|||||||||
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Borrowings interest (Note 18.2) |
(50,660 | ) | (47,923 | ) | (34,159 | ) | ||||||
Other interest |
— | — | (4 | ) | ||||||||
Total interest expense |
(50,660 |
) |
(47,923 |
) |
(34,163 |
) | ||||||
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Amortized cost (Note 18.2) |
(4,164 | ) | (2,811 | ) | (2,076 | ) | ||||||
Changes in the fair value of warrants (Note 18.5.1) |
(2,182 | ) | 16,498 | 6,840 | ||||||||
Net changes in foreign exchange rate |
14,328 | 3,068 | (2,991 | ) | ||||||||
Discount of assets and liabilities at present value |
(2,300 | ) | (3,432 | ) | (10 | ) | ||||||
Impairment of financial assets |
— | (4,839 | ) | — | ||||||||
Changes in the fair value of |
5,061 | (645 | ) | 873 | ||||||||
Interest expense on lease liabilities (Note 15) |
(1,079 | ) | (1,641 | ) | (1,561 | ) | ||||||
Discount for well plugging and abandonment (Note 22.1) |
(2,546 | ) | (2,584 | ) | (1,723 | ) | ||||||
Remeasurements of borrowings (1) |
(19,163 | ) | — |
— |
||||||||
Other |
4,851 | 633 | (67 | ) | ||||||||
Total other financial results |
(7,194 |
) |
4,247 |
(715 |
) | |||||||
(1) |
Related to borrowings in UVA, adjusted by CER. |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Profit / (loss) for the year, net |
50,650 | (102,749 | ) | (32,723 | ) | |||||||
Weighted average number of ordinary shares |
88,242,621 | 87,473,056 | 80,068,287 | |||||||||
Basic earnings / (loss) per share (in US dollars per share) |
0.574 |
(1.175 |
) |
(0.409 |
) | |||||||
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Profit / (loss) for the year, net |
50,650 | (102,749 | ) | (32,723 | ) | |||||||
Weighted average number of ordinary shares |
93,273,978 | 87,473,056 | 80,068,287 | |||||||||
Diluted earnings / (loss) per share (in US dollars per share) |
0.543 |
(1.175 |
) |
(0.409 |
) | |||||||
i. | 21,666,667 Series A shares related to 65,000,000 Series A warrants (See Note 18.3); |
ii. | 9,893,333 Serie A shares related to 29,680,000 warrants (See Note 18.3); |
iii. | 1,666,667 Serie A shares related to 5,000,000 securities (Forward Purchase Agreement or “FPA”) (See Note 18.3); |
iv. | 8,432,068 Series A shares to be used in the LTIP. |
i. | 21,666,667 Series A shares related to 65,000,000 Series A warrants (See Note 18.3); |
ii. | 9,893,333 Serie A shares related to 29,680,000 warrants (See Note 18.3); |
iii. | 1,666,667 Serie A shares related to 5,000,000 securities (Forward Purchase Agreement or “FPA”) (See Note 18.3); |
iv. |
7,714,286 Series A shares to be used in the LTIP. |
i. | 21,666,667 Series A shares related to 65,000,000 Series A warrants (See Note 18.3); |
ii. | 9,893,333 Series A shares related to 29,680,000 warrants (See Note 18.3); |
iii. | 1,666,667 Series A shares related to 5,000,000 securities (Forward Purchase Agreement or “FPA”) (See Note 18.3); |
iv. | 3,957,518 Series A shares to be used in the LTIP. |
Land and buildings |
Vehicles, machinery, facilities, computer hardware and furniture and fixtures |
Oil and gas properties |
Production wells and facilities |
Works in progress |
Materials and spare parts |
Total |
||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Amounts as of December 31, 2019 |
2,445 |
20,411 |
353,076 |
658,690 |
75,525 |
27,454 |
1,137,601 |
|||||||||||||||||||||
Additions (1) |
11 | 133 | — | 2,197 | 186,230 | 37,317 | 225,888 |
|||||||||||||||||||||
Transfers |
— | 1,410 | — | 216,536 | (182,199 | ) | (35,747 | ) | — |
|||||||||||||||||||
Disposals (2) |
— | (123 | ) | — | (366 | ) | — | (173 | ) | (662 |
) | |||||||||||||||||
Impairment of long -lived assets (3) |
— | — | — | (394 | ) | — | — | (394 |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Amounts as of December 31, 2020 |
2,456 |
21,831 |
353,076 |
876,663 |
79,556 |
28,851 |
1,362,433 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Accumulated depreciation |
||||||||||||||||||||||||||||
Amounts as of December 31, 2019 |
(89 |
) |
(3,838 |
) |
(19,489 |
) |
(197,119 |
) |
— |
— |
(220,535 |
) | ||||||||||||||||
Depreciation |
(187 | ) | (3,731 | ) | (13,884 | ) | (121,941 | ) | — |
— |
(139,743 |
) | ||||||||||||||||
Eliminated of disposals |
— |
103 | — |
— | — |
— |
103 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Amounts as of December 31, 2020 |
(276 |
) |
(7,466 |
) |
(33,373 |
) |
(319,060 |
) |
— |
— |
(360,175 |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net value |
||||||||||||||||||||||||||||
Amounts as of December 31, 2020 |
2,180 |
14,365 |
319,703 |
557,603 |
79,556 |
28,851 |
1,002,258 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Additions includes 2,018 related to Business Combination mentioned in Note 32. |
(2) |
Disposals of wells and production facilities related to the reestimation of assets retirement obligation. |
(3) |
See Note 3.2.2 for the details on impairment testing of oil and gas properties. |
Land and buildings |
Vehicles, machinery, facilities, computer hardware and furniture and fixtures |
Oil and gas properties |
Production wells and facilities |
Works in progress |
Materials and spare parts |
Total |
||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Amounts as of December 31, 2020 |
2,456 |
21,831 |
353,076 |
876,663 |
79,556 |
28,851 |
1,362,433 |
|||||||||||||||||||||
Additions |
253 | 106 | 30,076 |
(1) |
7,343 | (3) |
287,815 | 28,626 | 354,219 |
|||||||||||||||||||
Transfers |
— | 2,111 | — | 296,624 | (269,161 | ) | (29,574 | ) | — |
|||||||||||||||||||
Disposals |
— | (665 | ) | (997 |
) (2) |
— | — | (107 | ) | (1,769 |
) | |||||||||||||||||
Incorporation for the acquisition of AFBN assets (4) |
— | — | 69,693 |
— | — | — | 69,693 |
|||||||||||||||||||||
Assets disposals (5) |
— | (313 | ) | (5,557 | ) | (5,931 | ) | (6,965 | ) | — | (18,766 |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Amounts as of December 31, 2021 |
2,709 |
23,070 |
446,291 |
1,174,699 |
91,245 |
27,796 |
1,765,810 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Accumulated depreciation |
||||||||||||||||||||||||||||
Amounts as of December 31, 2020 |
(276 |
) |
(7,466 |
) |
(33,373 |
) |
(319,060 |
) |
— |
— |
(360,175 |
) | ||||||||||||||||
Depreciation |
(18 | ) | (3,915 | ) | (20,579 | ) | (159,637 | ) | — |
— |
(184,149 |
) | ||||||||||||||||
Disposals |
— | 525 | 115 | (2) |
— | 640 |
||||||||||||||||||||||
Assets disposals (5) |
— |
22 | 214 |
1,620 |
— |
— |
1,856 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Amounts as of December 31, 2021 |
(294 |
) |
(10,834 |
) |
(53,623 |
) |
(477,077 |
) |
— |
— |
(541,828 |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net value |
||||||||||||||||||||||||||||
Amounts as of December 31, 2021 |
2,415 |
12,236 |
392,668 |
697,622 |
91,245 |
27,796 |
1,223,982 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Related to transferred of “Exploration rights” of operated area CS-01 in Mexico from “Other intangible assets” (see Note 1.4). This transaction did not generate cash flows, or significant depreciation charges for the year ended December 31, 2021. |
(2) |
Related to the farmout agreement (see Note 1.2). |
(3) |
Including 2,112 related to the re-estimation of well plugging and abandonment. This transaction did not generate cash flows. |
(4) |
These additions did not generate cash flows (see Note 1.5). |
(5) |
Including 11,784 of net disposal for the transfer of working interest in CASO; and 5,126 related to the transfer of Mexico’s exploration assets that did not generate cash flows (see Note 1.3 and 1.4). |
Goodwill |
Other intangible assets |
|||||||||||||||
Software licenses |
Exploration rights |
Total |
||||||||||||||
Cost |
||||||||||||||||
Amounts as of December 31, 2019 |
28,484 |
6,941 |
29,403 |
36,344 |
||||||||||||
Additions |
— | 3,664 | — |
3,664 |
||||||||||||
Impairment of long -live assets (1) |
— | — | (14,044 | ) | (14,044 |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Amounts as of December 31, 2020 |
28,484 |
10,605 |
15,359 |
25,964 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Accumulated amortization |
||||||||||||||||
Amounts as of December 31, 2019 |
— |
(2,315 |
) |
— |
(2,315 |
) | ||||||||||
Amortization |
— |
(2,568 | ) | — |
(2,568 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Amounts as of December 31, 2020 |
— |
(4,883 |
) |
— |
(4,883 |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net value |
||||||||||||||||
Amounts as of December 31, 2020 |
28,484 |
5,722 |
15,359 |
21,081 |
||||||||||||
|
|
|
|
|
|
|
|
(1) |
See Note 3.2.2. |
Goodwill |
Other intangible assets |
|||||||||||||||
Software licenses |
Exploration rights |
Total |
||||||||||||||
Cost |
||||||||||||||||
Amounts as of December 31, 2020 |
28,484 |
10,605 |
15,359 |
25,964 |
||||||||||||
Additions |
— |
1,611 | — | 1,611 |
||||||||||||
Disposals |
(68 | ) (1) |
— |
(30,076 | ) (2) |
(30,076 |
) | |||||||||
Acquisition of Mexico’s exploration assets |
— |
— |
14,928 | (3) |
14,928 |
|||||||||||
Disposal of Mexico’s exploration assets |
— |
— |
(14,255 | ) (3) |
(14,255 |
) | ||||||||||
Reversal of long-lived assets impairment |
— |
— |
14,044 | (4) |
14,044 |
|||||||||||
Amounts as of December 31, 2021 |
28,416 |
12,216 |
— |
12,216 |
||||||||||||
Accumulated amortization |
||||||||||||||||
Amounts as of December 31, 2020 |
— |
(4,883 |
) |
— |
(4,883 |
) | ||||||||||
Amortization |
— |
(3,455 | ) |
— |
(3,455 |
) | ||||||||||
Amounts as of December 31, 2021 |
— |
(8,338 |
) |
— |
(8,338 |
) | ||||||||||
Net value |
||||||||||||||||
Amounts as of December 31, 2021 |
28,416 |
3,878 |
— |
3,878 |
||||||||||||
(1) |
Related to the farmout agreement (see Note 1.2). |
(2) |
Related to exploration rights of operated area CS-01 in Mexico transferred to “Property, plant and equipment” (see Note 13). These transactions did not generate cash flows. |
(3) |
These transactions did not generate cash flows (see Note 1.4). |
(4) |
See Note 3.2.2. |
Right-of-use |
Total lease liabilities |
|||||||||||||||
Buildings |
Plant and machinery |
Total |
||||||||||||||
Amounts as of December 31, 2019 |
2,060 |
14,564 |
16,624 |
(16,767 |
) | |||||||||||
Additions |
114 | 17,273 | 17,387 | (17,470 | ) | |||||||||||
Re-estimations |
(257 | ) | (3,671 | ) | (3,928 | ) | 3,901 | |||||||||
Depreciation (1) |
(598 | ) | (6,907 | ) | (7,505 | ) | — | |||||||||
Payments |
— | — | — | 9,067 | ||||||||||||
Interest expenses (2) |
— | — | — | (2,412 | ) | |||||||||||
Amounts as of December 31, 2020 |
1,319 |
21,259 |
22,578 |
(23,681 |
) | |||||||||||
(1) |
Including the depreciation of drilling services capitalized as “works in progress” for 2,142. |
(2) |
Including drilling agreements capitalized as “works in progress” for 771. |
Right-of-use |
Total lease liabilities |
|||||||||||||||
Buildings |
Plant and machinery |
Total |
||||||||||||||
Amounts as of December 31, 2020 |
1,319 |
21,259 |
22,578 |
(23,681 |
) | |||||||||||
Additions |
— |
7,162 | 7,162 | (7,162 | ) | |||||||||||
Re-estimations |
367 | 1,958 | 2,325 | (2,242 | ) | |||||||||||
Depreciation (1) |
(475 | ) | (5,136 | ) | (5,611 | ) | — | |||||||||
Payments |
— |
— |
— |
8,911 | ||||||||||||
Interest expenses (2) |
— |
— |
— |
(2,900 | ) | |||||||||||
Amounts as of December 31, 2021 |
1,211 |
25,243 |
26,454 |
(27,074 |
) | |||||||||||
(1) |
Including the depreciation of drilling services capitalized as “works in progress” for 1,902. |
(2) |
Including drilling agreements capitalized as “works in progress” for 1,821. |
As of December 31, 2019 |
Profit (loss) |
Other changes in equity |
Other comprehensive income (loss) |
As of December 31, 2020 |
||||||||||||||||
Short-term investments |
523 | (658 | ) | — |
— |
(135 | ) | |||||||||||||
Employee benefit |
1,627 | (876 | ) | — | 114 | 865 | ||||||||||||||
Share-based payments |
1,166 | (1,166 | ) | — | — | — | ||||||||||||||
Tax losses and other unused tax credits (1) |
7,345 | 29,004 | — | — | 37,479 | |||||||||||||||
Provisions |
6,860 | (4,387 | ) | — | — | 2,473 | ||||||||||||||
Right-of-use |
65 | 199 | — | — | 264 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Assets for deferred income tax |
17,586 |
22,116 |
— |
114 |
40,946 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Property, plant and equipment |
(138,068 | ) | 4,157 | — | — | (133,911 | ) | |||||||||||||
Trade and other receivables |
(443 | ) | (118 | ) | — | — | (561 | ) | ||||||||||||
Intangible assets |
(771 | ) | 771 | — | — | — | ||||||||||||||
Inventories |
(1,351 | ) | 529 | — | — | (822 | ) | |||||||||||||
Payment of borrowings costs |
— | (1,212 | ) | — | — | (1,212 | ) | |||||||||||||
Other |
(3 | ) | — | — | — | (3 | ) | |||||||||||||
Credit for static and dynamic adjustment for inflation |
(23,493 | ) | (15,946 | ) | — | — | (39,439 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities for deferred income tax |
(164,129 |
) |
(11,819 |
) |
— |
— |
(175,948 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Deferred income tax, net |
(146,543 |
) |
10,297 |
— |
114 |
(135,002 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020 |
Profit (loss) |
Other changes in equity |
Other comprehensive income (loss) |
As of December 31, 2021 |
||||||||||||||||
Short-term investments |
(135 | ) | (1,790 | ) | — |
— |
(1,925 | ) | ||||||||||||
Employee benefit |
865 | — |
— |
2,048 | 2,913 | |||||||||||||||
Tax losses and other unused tax credits (1) |
37,479 | (30,507 | ) | — |
— |
6,972 | ||||||||||||||
Provisions |
2,473 | 4,792 | — |
— |
7,265 | |||||||||||||||
Right-of-use |
264 | (103 | ) | — |
— |
161 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Assets for deferred income tax |
40,946 |
(27,608 |
) |
— |
2,048 |
15,386 |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Property, plant and equipment |
(133,911 | ) | (16,875 | ) | — |
— |
(150,786 | ) | ||||||||||||
Trade and other receivables |
(561 | ) | 2,345 | — |
1,784 | |||||||||||||||
Inventories |
(822 | ) | (447 | ) | — |
— |
(1,269 | ) | ||||||||||||
Payment of borrowings costs |
(1,212 | ) | (13 | ) | — |
— |
(1,225 | ) | ||||||||||||
Other |
(3 | ) | (498 | ) | — |
— |
(501 | ) | ||||||||||||
Credit for static and dynamic adjustment for inflation |
(39,439 | ) | 3,401 | — |
— |
(36,038 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities for deferred income tax |
(175,948 |
) |
(12,087 |
) |
— |
— |
(188,035 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Deferred income tax, net |
(135,002 |
) |
(39,695 |
) |
— |
2,048 |
(172,649 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
As of December 31, 2021 , and 2020, the Company has recognized Net Operating Loss (“NOL”) based on a recoverability analysis of expected future taxable income in the following years, generated in Argentina and Mexico, respectively. |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Deferred income tax assets, net |
2,771 | 565 | ||||||
Deferred income tax liabilities, net |
175,420 | 135,567 |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Current income tax |
||||||||||||
Current income tax (expense) |
(62,419 | ) | (184 | ) | (3,032 | ) | ||||||
Difference in the estimate of previous fiscal year income tax and the income return |
— | — | 1,146 | |||||||||
Deferred income tax |
||||||||||||
Deferred income tax relating to origination and reversal of temporary differences (expense) / benefit |
(39,695 | ) | 10,297 | (14,346 | ) | |||||||
|
|
|
|
|
|
|||||||
Income tax (expense) / benefit reported in the consolidated statements of profit or loss |
(102,114 |
) |
10,113 |
(16,232 |
) | |||||||
|
|
|
|
|
|
|||||||
Deferred tax charged to OCI |
2,048 | (114 | ) | 394 | ||||||||
|
|
|
|
|
|
|||||||
Total income tax (expense) / benefit |
(100,066 |
) |
9,999 |
(15,838 |
) | |||||||
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Profit / (loss) before income tax |
|
|
152,764 | |
|
|
(112,862 | ) | |
|
(16,491 | ) |
Effective income tax rate |
|
|
30 | % |
|
|
30 | % |
|
|
30 | % |
Income tax at the effective tax rate pursuant to effective tax regulations |
(45,829 | ) | 33,859 | 4,947 | ||||||||
|
|
|
|
|
|
|||||||
Items that adjust income tax (expense) / benefit: |
||||||||||||
Nondeductible expenses |
(6,600 | ) | (2,449 | ) | (1,782 | ) | ||||||
Inflation adjustment |
(98,348 | ) | (32,086 | ) | (31,796 | ) | ||||||
Effect on the measurement of monetary and nonmonetary items at functional currency |
86,724 | 24,628 | 15,395 | |||||||||
Unrecognized tax losses and other assets |
(4,047 | ) | (7,039 | ) | (7,285 | ) | ||||||
Effect of tax losses (1) |
31,232 | (179 | ) | 1,675 | ||||||||
Effect related to statutory income tax rate change (2) |
(67,312 | ) | (6,384 | ) | 2,721 | |||||||
Application of tax credits |
9,710 | — | — | |||||||||
Effect related to the difference in tax rate other than Mexican statutory rate |
(7,637 | ) | — | — | ||||||||
Difference in the estimate of previous fiscal year income tax and the income tax statement |
— | — | 1,146 | |||||||||
Other |
(7 | ) | (237 | ) | (1,253 | ) | ||||||
|
|
|
|
|
|
|||||||
Total income tax benefit / (expense) |
(102,114 |
) |
10,113 |
(16,232 |
) | |||||||
|
|
|
|
|
|
(1) |
See Note 16.1. |
(2) |
Maily include effects of Note 33.1. |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
2027 |
— | 4,324 | ||||||
2028 |
47,071 | 50,788 | ||||||
2029 |
13,781 | 22,999 | ||||||
As from 2030 |
2,062 | 11,701 | ||||||
|
|
|
|
|||||
Total accumulated tax losses not recognized |
62,914 |
89,812 |
||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Current |
||||||||
Income tax, net of withholdings and prepayments |
44,625 | — | ||||||
|
|
|
|
|||||
Total current |
44,625 |
— |
||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Noncurrent |
||||||||
Other receivables: |
||||||||
Prepayments, tax receivables and others: |
||||||||
Prepayments and other receivables |
15,236 | 9,884 | ||||||
Value added tax (“VAT”) |
4,010 | 5,562 | ||||||
Turnover tax |
765 | 789 | ||||||
Income tax |
— | 11,995 | ||||||
Minimum presumed income tax |
— | 1,034 | ||||||
|
|
|
|
|||||
20,011 |
29,264 |
|||||||
|
|
|
|
|||||
Financial assets: |
||||||||
Loans to employees |
199 | 546 | ||||||
|
|
|
|
|||||
199 |
546 |
|||||||
|
|
|
|
|||||
Total noncurrent trade and other receivables |
20,210 |
29,810 |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Current |
||||||||
Trade: |
||||||||
Oil and gas accounts receivable (net of allowance of expected credit loss) |
25,224 | 23,260 | ||||||
|
|
|
|
|||||
25,224 |
23,260 |
|||||||
|
|
|
|
|||||
Other receivables: |
||||||||
Prepayments, tax credits and other: |
||||||||
VAT |
9,131 | 17,022 | ||||||
Prepaid expenses |
3,633 | 3,228 | ||||||
Income tax |
860 | 254 | ||||||
Turnover tax |
42 | 406 | ||||||
|
|
|
|
|||||
13,666 |
20,910 |
|||||||
|
|
|
|
|||||
Financial assets: |
||||||||
Receivables from joint operations |
2,286 | 24 | ||||||
Accounts receivable from third parties |
2,025 | 1,974 | ||||||
Gas IV Plan (Note 2.5.3.2) |
1,729 | — | ||||||
Advances to directors and loans to employees |
491 | 499 | ||||||
LPG price stability program |
293 | 322 | ||||||
RI program (Note 2.5.3.1) |
— | 4,012 | ||||||
Other |
382 | 18 | ||||||
|
|
|
|
|||||
7,206 |
6,849 |
|||||||
|
|
|
|
|||||
Other receivables |
20,872 |
27,759 |
||||||
|
|
|
|
|||||
Total current trade and other receivables |
46,096 |
51,019 |
||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Amounts at beginning of year |
(3 | ) | (100 | ) | ||||
(Reversal)/ Allowance for expected credit losses (Note 7) |
(406 | ) | 22 | |||||
Disposal |
— | 67 | ||||||
Foreign exchange differences |
3 | 8 | ||||||
|
|
|
|
|||||
Amounts at end of the year |
(406 |
) |
(3 |
) | ||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Noncurrent |
||||||||
Borrowings |
447,751 | 349,559 | ||||||
|
|
|
|
|||||
Total noncurrent |
447,751 |
349,559 |
||||||
|
|
|
|
|||||
Current |
||||||||
Borrowings |
163,222 | 190,227 | ||||||
|
|
|
|
|||||
Total current |
163,222 |
190,227 |
||||||
|
|
|
|
|||||
Total Borrowings |
610,973 |
539,786 |
||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Fixed interest |
||||||||
Less than 1 year |
109,016 | 113,174 | ||||||
From 1 to 2 years |
112,860 | 105,652 | ||||||
From 2 to 5 years |
214,491 | 134,623 | ||||||
Over 5 years |
75,468 | — | ||||||
|
|
|
|
|||||
Total |
511,835 |
353,449 |
||||||
Variable interest |
||||||||
Less than 1 year |
54,206 | 77,053 | ||||||
From 1 to 2 years |
44,932 | 64,352 | ||||||
From 2 to 5 years |
— | 44,932 | ||||||
|
|
|
|
|||||
Total |
99,138 |
186,337 |
||||||
|
|
|
|
|||||
Total Borrowings |
610,973 |
539,786 |
||||||
|
|
|
|
Subsidiary |
Bank |
Execution date |
Currency |
Principal |
Interest |
Annual rate |
Maturity date |
Carrying amount |
||||||||||||||||||||||
Vista Argentina | Banco Galicia, Banco Itaú Unibanco, Banco Santander Rio and Citibank NA (1) |
July, 2018 | US | 150,000 | Variable | + 4.5 |
% (1) |
July, 2023 | 184,581 | |||||||||||||||||||||
150,000 | Fixed | 8 | % |
|||||||||||||||||||||||||||
Vista Argentina | Banco BBVA S.A. | July, 2019 | US | 15,000 | Fixed | 9.40 | % |
July, 2022 | 5,081 | |||||||||||||||||||||
Vista Argentina | Santander International | January, 2021 | US | 11,700 | Fixed | 1.80 | % |
January, 2026 | 137 | (2) |
Subsidiary |
Bank |
Execution date |
Currency |
Principal |
Interest |
Annual rate |
Maturity date |
Carrying amount |
||||||||||||||||||||||
Vista Argentina | Santander International | July, 2021 | US | 43,500 | Fixed | 2.05 | % |
July, 2026 | 60 | (2) | ||||||||||||||||||||
Vista Argentina | Bolsas y Mercados Argentinos S.A. | December, 2021 | ARS | 917,892 | Fixed | 32 | % |
March, 2022 | 3,191 | (3) |
(1) |
As of December 31, 2021, the Company should meet the following financial ratios according to the parameters defined in the loan agreement: |
(i) | The ratio of consolidated net debt to consolidated EBITDA (“Earnings Before Interest, Tax, Depreciation and Amortization.”) |
(ii) | The consolidated interest coverage rate as of the last day of every tax quarter. The consolidated interest coverage rate is the proportion of (a) consolidated EBITDA to (b) consolidated interest expenses for the period. |
Subsidiary |
Instrument |
Execution date |
Currency |
Principal |
Interest |
Annual rate |
Maturity date |
Carrying amount |
||||||||||||||||||||||||
Vista Argentina |
|
ON II | |
August, 2019 | US | 50,000 | Fixed | 8.50 | % |
August, 2022 | 50,492 | |||||||||||||||||||||
Vista Argentina |
|
ON III | |
February, 2020 | US | 50,000 | Fixed | 3.50 | % |
February, 2024 | 50,316 | |||||||||||||||||||||
Vista Argentina |
ON IV |
(1) |
|
August, 2020 | ARS | 725,650 | Variable | Badlar + 1.37 |
% |
February, 2022 | 7,427 | |||||||||||||||||||||
Vista Argentina |
|
ON V |
|
August, 2020 | US | 20,000 | Fixed | 0 | % |
August, 2023 | 19,869 | |||||||||||||||||||||
|
December, 2020 | US | 10,000 | Fixed | 0 | % |
August, 2023 | 9,931 | ||||||||||||||||||||||||
Vista Argentina |
|
ON VI | |
December, 2020 | US | 10,000 | Fixed | 3.24 | % |
December, 2024 | 9,940 | |||||||||||||||||||||
Vista Argentina |
|
ON VII | |
March, 2021 | US | 42,371 | Fixed | 4.25 | % |
March, 2024 | 41,970 | |||||||||||||||||||||
Vista Argentina |
|
ON VIII | |
March, 2021 | ARS | (2) |
3,054,537 | Fixed | 2.73 | % |
September, 2024 | 40,888 | ||||||||||||||||||||
Vista Argentina |
|
ON IX | |
June, 2021 | US | 38,787 | Fixed | 4.00 | % |
June, 2023 | 38,551 | |||||||||||||||||||||
Vista Argentina |
|
ON X | |
June, 2021 | ARS | (2) |
3,104,063 | Fixed | 4.00 | % |
March, 2025 | 36,891 |
Subsidiary |
Instrument |
Execution date |
Currency |
Principal |
Interest |
Annual rate |
Maturity date |
Carrying amount |
||||||||||||||||||||||||
Vista Argentina |
|
ON XI | |
August, 2021 | US | 9,230 | Fixed | 3.48 | % |
August, 2025 | 9,196 | |||||||||||||||||||||
Vista Argentina |
|
ON XII | |
August, 2021 | US | 100,769 | Fixed | 5.85 | % |
August, 2031 | 102,452 |
(1) |
See Note 3 5 . |
(2) |
Amount in UVA, adjusted by CER (see Note 11.3). |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Amounts at beginning of year |
539,786 |
451,413 |
||||||
Proceeds from borrowings (1) |
361,203 | 198,618 | ||||||
Borrowings interest (Note 11.2) (2) |
50,660 | 47,923 | ||||||
Payment of borrowings costs |
(3,326 |
) |
(2,259 |
) | ||||
Payment of borrowings interest |
(54,636 |
) |
(43,756 |
) | ||||
Payment of borrowings principal |
(284,695 |
) |
(98,761 |
) | ||||
Amortized cost (Note 11.3) (2) |
4,164 |
2,811 |
||||||
Remeasurement in borrowings (Note 11.3) (2) |
19,163 |
— |
||||||
Changes in foreign exchange rate (2) |
(21,346 |
) |
(16,203 |
) | ||||
|
|
|
|
|||||
Amounts at end of year |
610,973 |
539,786 |
||||||
|
|
|
|
(1) |
As of December 31, 2021, including 358,093 from borrowings received and 3,110 from the release of government bonds granted as security of prior loans. and as of December 31, 2020, including 201,728 nets of 3,110 of government bonds in guarantees. These transactions did not generate cash flows. |
(2) |
These transactions did not generate cash flows. |
Noncurrent |
As of December 31, 2021 |
As of December 31, 2020 |
||||||
Warrants |
2,544 | 362 | ||||||
|
|
|
|
|||||
Total noncurrent |
2,544 |
362 |
||||||
|
|
|
|
As of December 31, 2021 |
Financial assets/liabilities at amortized cost |
Financial assets/liabilities FVTPL |
Total financial assets/liabilities |
|||||||||
Assets |
||||||||||||
Defined benefit asset’s plan (Note 23) |
7,594 | — | 7,594 | |||||||||
Trade and other receivables (Note 17) |
199 | — | 199 | |||||||||
Total noncurrent financial assets |
7,793 |
— |
7,793 |
|||||||||
Cash, bank balances and other short-term investments (Note 20) |
185,546 | 129,467 | 315,013 | |||||||||
Trade and other receivables (Note 17) |
32,430 | — | 32,430 | |||||||||
Total current financial assets |
217,976 |
129,467 |
347,443 |
|||||||||
Liabilities |
||||||||||||
Borrowings (Note 18.1) |
447,751 | — | 447,751 | |||||||||
Trade and other payables (Note 26) |
50,159 | — | 50,159 | |||||||||
Warrants (Note 18.3) |
— | 2,544 | 2,544 | |||||||||
Lease liabilities (Note 15) |
19,408 | — | 19,408 | |||||||||
Total noncurrent financial liabilities |
517,318 |
2,544 |
519,862 |
|||||||||
Borrowings (Note 18.1) |
163,222 | — | 163,222 | |||||||||
Trade and other payables (Note 26) |
138,482 | — | 138,482 | |||||||||
Lease liabilities (Note 15) |
7,666 | — | 7,666 | |||||||||
Total current financial liabilities |
309,370 |
— |
309,370 |
|||||||||
As of December 31, 2020 |
Financial assets/liabilities at amortized cost |
Financial assets/liabilities FVTPL |
Total financial assets/liabilities |
|||||||||
Assets |
||||||||||||
Defined benefit asset’s plan (Note 23) |
8,004 | — | 8,004 | |||||||||
Trade and other receivables (Note 17) |
546 | — | 546 | |||||||||
Total noncurrent financial assets |
8,550 |
— |
8,550 |
|||||||||
Cash, bank balances and other short-term investments (Note 20) |
170,851 | 32,096 | 202,947 | |||||||||
Trade and other receivables (Note 17) |
30,109 | — | 30,109 | |||||||||
Total current financial assets |
200,960 |
32,096 |
233,056 |
|||||||||
As of December 31, 2020 |
Financial assets/liabilities at amortized cost |
Financial assets/liabilities FVTPL |
Total financial assets/liabilities |
|||||||||
Liabilities |
||||||||||||
Borrowings (Note 18.1) |
349,559 | — | 349,559 | |||||||||
Warrants (Note 18.3) |
— | 362 | 362 | |||||||||
Lease liabilities (Note 15) |
17,498 | — | 17,498 | |||||||||
Total noncurrent financial liabilities |
367,057 |
362 |
367,419 |
|||||||||
Borrowings (Note 18.1) |
190,227 | — | 190,227 | |||||||||
Trade and other payables (Note 26) |
118,619 | — | 118,619 | |||||||||
Lease liabilities (Note 15) |
6,183 | — | 6,183 | |||||||||
Total current financial liabilities |
315,029 |
— |
315,029 |
|||||||||
Financial assets/liabilities at amortized cost |
Financial assets/liabilities at FVTPL |
Total |
||||||||||
Interest income (Note 11.1) |
65 | — | 65 | |||||||||
Interest expense (Note 11.2) |
(50,660 | ) | — | (50,660 | ) | |||||||
Amortized cost (Note 11.3) |
(4,164 | ) | — | (4,164 | ) | |||||||
Changes in the fair value of warrants (Note 11.3) |
— | (2,182 | ) | (2,182 | ) | |||||||
Net changes in foreign exchange rate (Note 11.3) |
14,328 | 14,328 | ||||||||||
Discount of assets and liabilities at present value (Note 11.3) |
(2,300 | ) | (2,300 | ) | ||||||||
Changes in the fair value of financial assets (Note 11.3) |
— | 5,061 | 5,061 | |||||||||
Interest expense on lease liabilities (Note 11.3) |
(1,079 | ) | — | (1,079 | ) | |||||||
Discount for well plugging and abandonment (Note 11.3) |
(2,546 | ) | — | (2,546 | ) | |||||||
Remeasurements of borrowings (Note 11.3) |
(19,163 | ) | — | (19,163 | ) | |||||||
Other (Note 11.3) |
4,851 | — | 4,851 | |||||||||
Total |
(60,668 |
) |
2,879 |
(57,789 |
) | |||||||
Financial assets/liabilities at amortized cost |
Financial assets/liabilities at FVTPL |
Total |
||||||||||
Interest income (Note 11.1) |
822 | — | 822 | |||||||||
Interest expense (Note 11.2) |
(47,923 | ) | — | (47,923 | ) | |||||||
Amortized cost (Note 11.3) |
(2,811 | ) | — | (2,811 | ) | |||||||
Changes in the fair value of warrants (Note 11.3) |
— | 16,498 | 16,498 | |||||||||
Net changes in foreign exchange rate (Note 11.3) |
3,068 | — | 3,068 | |||||||||
Discount of assets and liabilities at present value (Note 11.3) |
(3,432 | ) | — | (3,432 | ) | |||||||
Impairment of financial assets (Note 11.3) |
(4,839 | ) | — | (4,839 | ) | |||||||
Changes in the fair value of financial assets (Note 11.3) |
— | (645 | ) | (645 | ) | |||||||
Interest expense on lease liabilities (Note 11.3) |
(1,641 | ) | — | (1,641 | ) | |||||||
Discount for well plugging and abandonment (Note 11.3) |
(2,584 | ) | — | (2,584 | ) | |||||||
Other (Note 11.3) |
633 | — | 633 | |||||||||
Total |
(58,707 |
) |
15,853 |
(42,854 |
) | |||||||
Financial assets/liabilities at amortized cost |
Financial assets/liabilities at FVTPL |
Total |
||||||||||
Interest income (Note 11.1) |
3,770 | — | 3,770 | |||||||||
Interest expense (Note 11.2) |
(34,163 | ) | — | (34,163 | ) |
Financial assets/liabilities at amortized cost |
Financial assets/liabilities at FVTPL |
Total |
||||||||||
Amortized cost(Note 11.3) |
(2,076 | ) | — | (2,076 | ) | |||||||
Changes in the fair value of warrants (Note 11.3) |
— | 6,840 | 6,840 | |||||||||
Net changes in foreign exchange rate (Note 11.3) |
(2,991 | ) | — | (2,991 | ) | |||||||
Discount of assets and liabilities at present value (Note 11.3) |
(10 | ) | — | (10 | ) | |||||||
Changes in the fair value of the financial assets (Note 11.3) |
— | 873 | 873 | |||||||||
Interest expense on lease liabilities (Note 11.3) |
(1,561 | ) | — | (1,561 | ) | |||||||
Discount for well plugging and abandonment (Note 11.3) |
(1,723 | ) | — | (1,723 | ) | |||||||
Other (Note 11.3) |
(67 | ) | — | (67 | ) | |||||||
|
|
|
|
|
|
|||||||
Total |
(38,821 |
) |
7,713 |
(31,108 |
) | |||||||
|
|
|
|
|
|
• | Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. |
• | Level 2: data other than the quoted prices included in Level 1 that are observable for assets or liabilities, either directly (that is prices) or indirectly (that is derived from prices). |
• | Level 3: data on the asset or liability that are based on information that cannot be observed in the market (that is, non-observable data). |
As of December 31, 2021 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets |
||||||||||||||||
Financial assets at fair value through profit or loss |
||||||||||||||||
Short term investments |
129,467 | — | — | 129,467 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
129,467 |
— |
— |
129,467 |
||||||||||||
|
|
|
|
|
|
|
|
As of December 31, 2021 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Liabilities |
||||||||||||||||
Financial liabilities at fair value through profit or loss |
||||||||||||||||
Warrants |
— | — | 2,544 | 2,544 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
— |
— |
2,544 |
2,544 |
||||||||||||
|
|
|
|
|
|
|
|
As of December 31, 2020 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets |
||||||||||||||||
Financial assets at fair value through profit or loss |
||||||||||||||||
Short term investments |
32,096 | — | — | 32,096 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
32,096 |
— |
— |
32,096 |
||||||||||||
|
|
|
|
|
|
|
|
As of December 31, 2020 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Liabilities |
||||||||||||||||
Financial liabilities at fair value through profit or loss |
||||||||||||||||
Warrants |
— | — | 362 | 362 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
— |
— |
362 |
362 |
||||||||||||
|
|
|
|
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Annualized volatility |
39.94 | % | 40.21 | % | ||||
Risk free domestic interest rate |
7.15 | % | 4.34 | % | ||||
Risk free foreign interest rate |
0.55 | % | 0.13 | % | ||||
Remainder period in years |
1.29 years | 2.29 years |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Warrants liability amount at beginning of year: |
362 |
16,860 |
||||||
Loss / (profit) from changes in the fair value of warrants (Note 11.3) |
2,182 | (16,498 | ) | |||||
Amounts at end of year (Note 18.3) |
2,544 |
362 |
||||||
As of December 31, 2021 |
Carrying amount |
Fair value |
Level |
|||||||||
Liabilities |
||||||||||||
Borrowings |
610,973 | 560,409 | 2 | |||||||||
Total liabilities |
610,973 |
560,409 |
||||||||||
As of December 31, 2020 |
Carrying amount |
Fair value |
Level |
|||||||||
Liabilities |
||||||||||||
Borrowings |
539,786 | 567,381 | 2 | |||||||||
Total liabilities |
539,786 |
567,381 |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Changes in rates in Argentine pesos |
+/- 63 |
% |
+/- 50 |
% | ||||
Effect on profit or loss |
(69,835 |
) / 69,835 |
(22,170 |
) / 22,170 | ||||
Effect on equity |
(69,835 |
) / 69,835 |
(22,170 |
) / 22,170 |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Changes in government bonds |
+/- 10 |
% |
+/- 10 |
% | ||||
Effect on profit before income tax |
380 / |
(380) |
163 / |
(163) | ||||
Changes in mutual funds |
+/-10 |
% |
+/-10 |
% | ||||
Effect on profit before income tax |
12,567 / |
(12,567) |
3,046 / |
(3,046) |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Percentages to total trade receivables: |
||||||||
Customers |
||||||||
Raizen Argentina S.A. |
53 | % | 25 | % | ||||
Trafigura Argentina S.A. |
2 | % | 25 | % | ||||
Camuzzi Gas Pampeana, S.A. |
1 | % | 13 | % |
For the year ended December 31, 2021 |
For the year ended December 31, 2020 |
|||||||
Percentages to revenue from contracts with customers per product: |
||||||||
Crude oil |
||||||||
Trafigura Argentina S.A. |
40 | % | 46 | % | ||||
Raizen Argentina S.A. |
26 | % | 17 | % | ||||
Valero Marketing and Supply Company |
10 | % | - |
% | ||||
ENAP Refinerías S.A. |
6 | % | 12 | % | ||||
Trafigura Pte LTD |
5 | % | 17 | % | ||||
Natural Gas |
||||||||
Generación Mediterránea S.A. |
15 | % | - |
% | ||||
Cía. Administradora del Mercado Mayorista Eléctrico S.A. |
10 | % | - |
% | ||||
Rafael G. Albanesi S.A. |
11 | % | 22 | % | ||||
Camuzzi Gas Pampeana S.A. |
3 | % | 29 | % | ||||
Metroenergía S.A. |
1 | % | 13 | % |
As of December 31, 2021 |
To fall due |
<90 days |
90–365 days |
>365 days |
Total |
|||||||||||||||
Days past due |
||||||||||||||||||||
Estimated total gross amount at default |
23,729 | 1,495 | 406 | — | 25,630 | |||||||||||||||
Expected credit losses |
— | — | (406 | ) | — | (406 | ) | |||||||||||||
|
|
|||||||||||||||||||
25,224 |
As of December 31, 2020 |
To fall due |
<90 days |
90–365 days |
>365 days |
Total |
|||||||||||||||
Days past due |
||||||||||||||||||||
Estimated total gross amount at default |
18,236 | 5,024 | 3 | — | 23,263 | |||||||||||||||
Expected credit losses |
— | — | (3 | ) | — | (3 | ) | |||||||||||||
|
|
|||||||||||||||||||
23,260 |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Current assets |
375,070 | 267,836 | ||||||
Current liabilities |
385,738 | 333,738 | ||||||
|
|
|
|
|||||
Liquidity i ndex |
0.972 |
0.803 |
||||||
|
|
|
|
As of December 31, 2021 |
Financial liabilities except borrowings |
Borrowings |
Total |
|||||||||
To fall due: |
||||||||||||
Less than 1 year |
146,148 | 163,222 | 309,370 | |||||||||
From 1 to 2 years |
58,372 | 157,792 | 216,164 | |||||||||
From 2 to 5 years |
9,688 | 214,491 | 224,179 | |||||||||
Over 5 years |
4,051 | 75,468 | 79,519 | |||||||||
|
|
|
|
|
|
|||||||
Total |
218,259 |
610,973 |
829,232 |
|||||||||
|
|
|
|
|
|
As of December 31, 2020 |
Financial liabilities except borrowings |
Borrowings |
Total |
|||||||||
To fall due: |
||||||||||||
Less than 1 year |
124,802 | 190,227 | 315,029 | |||||||||
From 1 to 2 years |
5,733 | 170,004 | 175,737 | |||||||||
From 2 to 5 years |
12,127 | 179,555 | 191,682 | |||||||||
|
|
|
|
|
|
|||||||
Total |
142,662 |
539,786 |
682,448 |
|||||||||
|
|
|
|
|
|
(i) |
Communiqué “A” 7196, as supplemented |
(ii) |
Communiqué “A” 7218 |
(iii) |
Communiqué “A” 7416 |
(iv) |
Communiqué “A” 7327 |
(v) |
Communiqué “A” 7340 |
(vi) |
Communiqué “A” 7385 |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Materials and spare parts |
8,739 |
7,743 |
||||||
Crude oil stock (Note 6.2) |
5,222 |
6,127 |
||||||
|
|
|
|
|||||
Total |
13,961 |
13,870 |
||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Mutual funds |
126,204 |
30,886 |
||||||
Money market funds |
106,915 |
167,553 |
||||||
Cash in banks |
78,098 | 2,875 | ||||||
Government bonds |
3,796 | 1,633 | ||||||
|
|
|
|
|||||
Total |
315,013 |
202,947 |
||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Cash, bank balances and other short-term investments |
315,013 |
202,947 |
||||||
Less |
||||||||
Government bonds |
(3,796 |
) |
(1,633 |
) | ||||
|
|
|
|
|||||
Cash and cash equivalents |
311,217 |
201,314 |
||||||
|
|
|
|
Series A Publicly traded shares |
Series A Private Offering |
Series B |
Series C |
Total |
||||||||||||||||
Amount as of December 31, 2018 |
423,017 |
90,238 |
— |
— |
513,255 |
|||||||||||||||
Number of shares |
60,909,315 |
9,500,000 |
— |
2 |
70,409,317 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net value of Series A shares on February 13, 2019 |
55,000 | — | — | — | 55,000 | |||||||||||||||
Number of shares |
5,500,000 | — | — | — | 5,500,000 | |||||||||||||||
Net value of Series A shares on July 25, 2019 |
91,143 | — | — | — | 91,143 | |||||||||||||||
Number of shares |
10,906,257 | — | — | — | 10,906,257 | |||||||||||||||
Series A shares to be granted in LTIP |
— | 1 | — | — | 1 | |||||||||||||||
Number of shares |
— | 317,932 | — | — | 317,932 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amounts as of December 31, 2019 |
569,160 |
90,239 |
— |
— |
659,399 |
|||||||||||||||
Number of shares |
77,315,572 |
9,817,932 |
— |
2 |
87,133,506 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Series A shares to be granted in LTIP |
— | 1 | — | — | 1 | |||||||||||||||
Number of shares |
— | 717,782 | — | — | 717,782 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amounts as of December 31, 2020 |
569,160 |
90,240 |
— |
— |
659,400 |
|||||||||||||||
Number of shares |
77,315,572 |
10,535.714 |
— |
2 |
87,851,288 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Series A shares to be granted in LTIP |
— | 1 | — |
— | 1 | |||||||||||||||
Number of shares |
— | 778,591 | — |
— | 778,591 | |||||||||||||||
Reduction of share capital adopted at the Ordinary General Shareholders’ meeting on December 14, 2021 |
(72,695 | ) | — | — |
— | (72,695 | ) | |||||||||||||
Number of shares |
— | — | — |
— | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amounts as of December 31, 2021 |
496,465 |
90,241 |
— |
— |
586,706 |
|||||||||||||||
Number of shares |
77,315,572 |
11,314,305 |
— |
2 |
88,629,879 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Total borrowings and lease liabilities |
638,047 | 563,467 | ||||||
Less: Cash, bank balances and other short-term investments |
(315,013 | ) | (202,947 | ) | ||||
|
|
|
|
|||||
Net debt |
323,034 | 360,520 | ||||||
Total equity |
565,259 | 508,518 | ||||||
|
|
|
|
|||||
Leverage ratio |
57.00 |
% |
71.00 |
% |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Noncurrent |
||||||||
Well plugging and abandonment |
28,920 |
23,349 |
||||||
Environmental remediation |
737 |
560 |
||||||
|
|
|
|
|||||
Total noncurrent |
29,657 |
23,909 |
||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Current |
||||||||
Well plugging and abandonment |
1,876 |
584 |
||||||
Environmental remediation |
862 |
1,141 |
||||||
Contingencies |
142 |
359 |
||||||
|
|
|
|
|||||
Total current |
2,880 |
2,084 |
||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Amounts at beginning of year |
23,933 |
21,748 |
||||||
Discount for well plugging and abandonment (Note 11.3) |
2,546 | 2,584 | ||||||
Increase / (Decrease) in the change in capitalized estimates (Note 13) |
2,112 | (366 | ) | |||||
Decrease from transfer of interest in CASO (Note 1.3) |
(630 | ) | — | |||||
Increase from acquisition of AFBN assets (Note 1.5) |
2,773 | — | ||||||
Foreign exchange differences |
62 | (33 | ) | |||||
|
|
|
|
|||||
Amounts at end of year |
30,796 |
23,933 |
||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Amounts at beginning of year |
1,701 |
2,499 |
||||||
Increases (Note 10.2) |
1,029 | 463 | ||||||
Foreign exchange differences |
(1,131 | ) | (1,261 | ) | ||||
|
|
|
|
|||||
Amounts at end of year |
1,599 |
1,701 |
||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Amounts at beginning of year |
359 |
322 |
||||||
Increases (Note 10.2) |
652 | 267 | ||||||
Foreign exchange differences |
(345 | ) | (230 | ) | ||||
Amounts incurred for payments |
(524 | ) | — | |||||
|
|
|
|
|||||
Amounts at end of year |
142 |
359 |
||||||
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
|||||||
Cost of the current services |
(28 | ) | (60 | ) | ||||
Cost of interest |
(219 | ) | (190 | ) | ||||
|
|
|
|
|||||
Total |
(247 |
) |
(250 |
) | ||||
|
|
|
|
As of December 31, 2020 |
||||||||||||
Present value of the obligation |
Asset’s plan |
Net liabilities |
||||||||||
Amounts at beginning of year |
(12,351 |
) |
7,882 |
(4,469 |
) | |||||||
Items classified as loss or profit |
||||||||||||
Cost of services |
(60 |
) |
— |
(60 |
) | |||||||
Cost of interest |
(587 |
) |
397 |
(190 |
) | |||||||
Items classified in other comprehensive income |
||||||||||||
Actuarial remediation (losses) |
735 |
(275 |
) |
460 |
||||||||
Benefit payments |
798 |
(798 |
) |
— |
||||||||
Payment of contributions |
— |
798 |
798 |
|||||||||
|
|
|
|
|
|
|||||||
Amounts at end of year |
(11,465 |
) |
8,004 |
(3,461 |
) | |||||||
|
|
|
|
|
|
|||||||
As of December 31, 2021 |
||||||||||||
Present value of the obligation |
Asset’s plan |
Net liabilities |
||||||||||
Amounts at beginning of year |
(11,465 |
) |
8,004 |
(3,461 |
) | |||||||
Items classified as loss or profit |
||||||||||||
Cost of services |
(28 | ) | — | (28 | ) | |||||||
Cost of interest |
(610 | ) | 391 | (219 | ) | |||||||
Items classified in other comprehensive income |
||||||||||||
Actuarial remediation (losses) |
(4,394 | ) | (119 | ) | (4,513 | ) | ||||||
Benefit payments |
1,081 | (1,081 | ) | — | ||||||||
Payment of contributions |
— | 399 | 399 | |||||||||
|
|
|
|
|
|
|||||||
Amounts at end of year |
(15,416 |
) |
7,594 |
(7,822 |
) | |||||||
|
|
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Cash and cash equivalents |
7,594 | — | ||||||
US Government bonds |
— | 8,004 | ||||||
|
|
|
|
|||||
Total |
7,594 |
8,004 |
||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Less than 1 year |
1,204 | 901 | ||||||
1 to 2 years |
1,232 | 889 | ||||||
2 to 3 years |
1,213 | 899 | ||||||
3 to 4 years |
1,213 | 884 | ||||||
4 to 5 years |
1,198 | 885 | ||||||
6 to 10 years |
5,752 | 4,239 |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Discount rate |
5 | % | 5 | % | ||||
Asset rate of return |
5 | % | 5 | % | ||||
Salary rise |
1 | % | 1 | % |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Current |
||||||||
Provision for gratifications and bonus |
12,102 | 7,029 | ||||||
Salaries and social security contributions |
5,389 | 4,479 | ||||||
Total current |
17,491 |
11,508 |
||||||
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Current |
||||||||
Royalties |
9,547 | 4,152 | ||||||
Tax withholdings |
873 | 843 | ||||||
VAT |
33 | 46 | ||||||
Other |
919 | 76 | ||||||
Total current |
11,372 |
5,117 |
||||||
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Noncurrent |
||||||||
Accounts payables: |
||||||||
Payables to partners for joint operations (1) |
50,159 |
— |
||||||
Total noncurrent accounts payables |
50,159 |
— |
||||||
Total noncurrent |
50,159 |
— |
||||||
Current |
||||||||
Accounts payables: |
||||||||
Suppliers |
119,255 |
117,409 |
||||||
Total current accounts payables |
119,255 |
117,409 |
||||||
Other accounts payables: |
||||||||
Payables to partners for joint operations (1) |
19,007 |
664 |
||||||
Extraordinary fee for Gas IV Plan (Note 2.5.3.2) |
220 |
— |
||||||
Extraordinary fee for the RI program (Note 2.5.3.1) |
— |
546 |
||||||
Total other current accounts payables |
19,227 |
1,210 |
||||||
Total current |
138,482 |
118,619 |
||||||
(1) |
As of December 31, 2021, including 50,159 and 18,913 in noncurrent and current accounts, respectively, related to the carry agreement mentioned in Note 1.5, recognized at present value. |
As of December 31, 2021 |
As of December 31, 2020 |
As of December 31, 2019 |
||||||||||
Short-term benefits |
11,626 | 7,273 | 9,080 |
|||||||||
Share-based payment transactions |
8,875 | 8,699 | 9,175 |
|||||||||
Total compensation paid to key personnel |
20,501 |
15,972 |
18,255 |
|||||||||
Name |
Location |
Equity interest |
Operator |
Up to year |
||||||||||||||||||||
2021 |
2020 |
2019 |
||||||||||||||||||||||
Argentina |
||||||||||||||||||||||||
25 de Mayo - Medanito S.E. |
Río Negro | 100 | % | 100 | % | 100 | % | Vista Argentina | 2026 | |||||||||||||||
Jagüel de los Machos |
Río Negro | 100 | % | 100 | % | 100 | % | Vista Argentina | 2025 | |||||||||||||||
Bajada del Palo Este |
Neuquén | 100 | % | 100 | % | 100 | % | Vista Argentina | 2053 | |||||||||||||||
Bajada del Palo Oeste |
Neuquén | 100 | % | 100 | % | 100 | % | Vista Argentina | 2053 | |||||||||||||||
Entre Lomas |
Río Negro | 100 | % | 100 | % | 100 | % | Vista Argentina | 2026 | |||||||||||||||
Entre Lomas |
Neuquén | 100 | % | 100 | % | 100 | % | Vista Argentina | 2026 | |||||||||||||||
Agua Amarga - “Charco del Palenque” |
Río Negro | 100 | % | 100 | % | 100 | % | Vista Argentina | 2034 | |||||||||||||||
Agua Amarga - “Jarilla Quemada” |
Río Negro | 100 | % | 100 | % | 100 | % | Vista Argentina | 2040 | |||||||||||||||
Coirón Amargo Sur Oeste |
Neuquén | — | % | 10 | % | 10 | % | Shell Argentina S.A. | 2053 | |||||||||||||||
Coirón Amargo Norte |
Neuquén | 84.62 | % | 84.62 | % | 55 | % | Vista Argentina | 2036 | |||||||||||||||
Acambuco - “San Pedrito” |
Salta | 1.5 | % | 1.5 | % | 1.5 | % | Pan American Energy | 2036 | |||||||||||||||
Acambuco - “Macueta” |
Salta | 1.5 | % | 1.5 | % | 1.5 | % | Pan American Energy | 2040 | |||||||||||||||
Sur Río Deseado Este |
Santa Cruz | — | % | 16.9 | % | 16.9 | % | Alianza Petrolera Argentina S.A. | 2021 | |||||||||||||||
Águila Mora |
Neuquén |
90 |
% |
90 |
% |
90 |
% |
Vista Argentina |
2054 |
|||||||||||||||
Aguada Federal |
Neuquén |
50 |
% |
— |
% |
— |
% |
Wintershall |
2050 |
|||||||||||||||
Bandurria Norte |
Neuquén |
50 |
% |
— |
% |
— |
% |
Wintershall |
2050 |
|||||||||||||||
Mexico |
||||||||||||||||||||||||
Area CS-01 |
Tabasco |
100 |
% |
50 |
% |
50 |
% |
Vista Holding II |
2047 |
|||||||||||||||
Area A-10 |
Tabasco | — |
% |
50 |
% |
50 |
% |
Jaguar |
2047 |
|||||||||||||||
Area TM-01 |
Veracruz | — |
% |
50 |
% |
50 |
% |
Jaguar |
2047 |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Assets |
||||||||
Noncurrent assets |
88,927 | 11,465 | ||||||
Current assets |
6,432 | 3,967 | ||||||
Liabilities |
||||||||
Noncurrent liabilities |
57,088 | 1,353 | ||||||
Current liabilities |
23,913 | 3,509 |
Year ended December 31,2021 |
Year ended December 31,2020 |
Year ended December 31,2019 |
||||||||||
Revenue from contracts with customers |
3,200 |
2,490 |
4,522 |
|||||||||
Operating costs |
(4,513 | ) | (4,914 | ) | (9,103 | ) | ||||||
Selling expenses |
(256 | ) | (4 | ) | (106 | ) | ||||||
General and administrative expenses |
(953 | ) | (1,760 | ) | (1,488 | ) | ||||||
Exploration expenses |
(446 | ) | (646 | ) | (667 | ) | ||||||
Other operating income and expenses |
(8,076 | ) | (1,385 | ) | (74 | ) | ||||||
Financial results, net |
(457 | ) | 56 | (961 | ) | |||||||
|
|
|
|
|
|
|||||||
Total |
(11,501 |
) |
(6,163 |
) |
(7,877 |
) | ||||||
|
|
|
|
|
|
(i) | Area CS-01 (operated); |
(ii) | Area A-10 (not operated); and |
(iii) | Area TM -10 (not operated). |
i) | Maintain electricity and natural gas rates under national jurisdiction and begin a renegotiation process of the comprehensive rate review in place or begin an extraordinary review as from the entry into force of the law for a 180-day term aimed at decreasing the burden on households, businesses and industries for 2020. The provinces are also invited to adhere to these policies to maintain the rates schedules and extraordinary renegotiation or review of the charges of the provincial jurisdictions. |
ii) | Administratively intervene the ENRE (Electric power regulatory entity) and ENARGAS (Argentine gas regulatory agency) for 1 (one) year. |
B- |
Mexico |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||||||||||||||
Number of rights to buy |
WAEP |
Number of rights to buy |
WAEP |
Number of rights to buy |
WAEP |
|||||||||||||||||||
At beginning of year |
5,668,825 |
6.0 |
3,994,004 |
7.8 |
1,330,541 |
10.0 |
||||||||||||||||||
Granted during the year |
3,455,284 | 2.9 | 1,711,307 | 2.1 | 2,704,003 | 6.7 | ||||||||||||||||||
Cancelled during the year |
— | — | (36,486 | ) | 10.0 | (40,540 | ) | 10.0 | ||||||||||||||||
At end of year |
9,124,109 |
5,668,825 |
6.0 |
3,994,004 |
7.8 |
2021 |
2020 |
2019 | ||||
Dividend yield (%) |
0.0% | 0.0% | 0.0% | |||
Expected volatility (%) |
34% | 34% | 40% | |||
Risk–free interest rate (%) |
1.4% | 0.7% | 2.5% | |||
Expected life of share options (years) |
10 | 10 | 5 | |||
Weighted average exercise price (US) |
2.9 | 2.10 | 6.7 | |||
Model used |
Black-Scholes |
Black-Scholes |
Black-Scholes |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||||||||||||||
Number of Series A shares |
WAEP |
Number of Series A shares |
WAEP |
Number of Series A shares |
WAEP |
|||||||||||||||||||
At beginning of year |
3,769,299 |
5.4 |
2,207,012 |
7.8 |
854,750 |
10.0 |
||||||||||||||||||
Granted during the year |
1,993,039 | 1,581,037 | 2.1 | 1,356,762 | 6.7 | |||||||||||||||||||
Cancelled during the year |
— | — | (18,750 | ) | 6.7 | (4,500 | ) | 10.0 | ||||||||||||||||
At end of year |
5,762,338 |
4.5 |
3,769,299 |
5.4 |
2,207,012 |
7.8 |
• | On January 3 and 20, 2022 |
• | On January 3, 2022, Vista Argentina signed a collateralized loan agreement with Banco Santander International for an amount of 13,500; at an annual fixed interest rate of 2.45% and expiration date as of January 4, 2027. |
• | On January 4, 2022 , Vista Argentina paid interest for an amount of 198 corresponding to loan agreement signed with Banco Santander International in July 2021. |
• | On January 14, 2022, Vista Argentina signed a loan Agreement with ConocoPhillips BV for an amount of 25,000; at an annual rate LIBOR + 2%, and expiration date as of September 16, 2026. |
• | On January 17, 2022, the Company, through its subsidiary Vista Argentina, acquired a 50% operated working interest in the Aguada Federal and Bandurria Norte concessions (“the Assets”), from Wintershall. Vista has agreed to pay a purchase price of 140,000, of which 90,000 was payable on the date of the transaction, and the remaining 50,000 will be payable in 8 (eight) equal quarterly instalments starting April 2022. Additionally, the transaction effectively cancels the carry consideration of 77,000 the Company had assumed on September 16, 2021, mentioned in Note 1.5. |
• | On January 20 and 21, 2022 Vista Argentina paid principal and interest for a total amount of 892 corresponding to loan agreement signed with Banco Santander International in January, 2021. |
• | On January 31, 2022 Vista Argentina paid principal and interest for a total amount of 1,788 corresponding to loan agreement signed with Banco BBVA Argentina S.A. |
• | On February 7, 2022 , Vista Argentina paid interest for a total amount of 1,071 corresponding to ON II. Likewise, Vista Argentina completely canceled ON IV for an amount in Argentine pesos equivalent to 7,495. |
• | On February 21, 2022 , Vista Argentina paid interest for a total amount of 882 corresponding to ON III. |
• | On March 2, 2022 , Vista Argentina paid interest for a total amount of 3,053 corresponding to ON XI and ON XII. |
• | On March 4, 2022 , Vista Argentina paid interest for a total amount of 80 corresponding to ON VI. |
• | On March 10, 2022 , Vista Argentina paid interest for a total amount of 724 corresponding to ON VII and ON VIII. |
• | On March 18, 2022, Vista Argentina paid interest for a total amount of 754 corresponding to ON IX and ON X. |
• | On March 29 and 30, 2022, Vista Argentina completely paid the loan agreement signed with Bolsas y Mercados Argentinos S.A. for an amount in Argentine pesos equivalent to 10,208. |
• | On April 4, 2022, Vista Argentina paid interest for a total amount of 164 corresponding to loan agreement signed with Banco Santander International in July 2021 and January 2022. |
• | On April 26, 2022, the Shareholders´ meeting, based on the Company’s individual financial statements, approved the creation of a legal reserve and the creation of a repurchase of own shares reserve for an amount up to US$ 23.84 million to be used for the purchase of the Company’s own shares during 2022. If the maximum amount of funds set aside for the purchase are not entirely used by December 31, 2022, the Company may use the remaining amount to repurchase its own shares during 2023. |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||||||||||||||
Argentina |
Mexico |
Argentina |
Mexico |
Argentina |
Mexico |
|||||||||||||||||||
Acquisition of properties |
||||||||||||||||||||||||
Proved |
— |
— |
— |
— |
— |
— |
||||||||||||||||||
Unproved |
(69,693 |
) |
— |
— |
— |
— |
278 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total acquisition of properties |
(69,693 |
) |
— |
— |
— |
— |
278 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Exploration |
— |
(561 |
) |
— |
(646 |
) |
(9 |
) |
(667 |
) | ||||||||||||||
Development |
(280,686 |
) |
(13,475 |
) |
(186,030 |
) |
(2,031 |
) |
(146,935 |
) |
(601 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total costs incurred |
(350,379 |
) |
(14,036 |
) |
(186,030 |
) |
(2,677 |
) |
(146,944 |
) |
(990 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||||||||||||||
Argentina |
Mexico |
Argentina |
Mexico |
Argentina |
Mexico |
|||||||||||||||||||
Proved properties (1) |
||||||||||||||||||||||||
Machinery, facilities, software licenses and other |
37,519 |
476 |
34,407 |
485 |
29,757 |
40 |
||||||||||||||||||
Oil and gas properties and wells |
1,614,708 |
34,698 |
1,258,223 |
— |
1,040,250 |
— |
||||||||||||||||||
Works in progress |
84,978 |
6,267 |
76,924 |
2,632 |
74,924 |
601 |
||||||||||||||||||
Unproved properties |
— |
15,359 |
— |
29,403 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross capitalized costs |
1,737,205 |
41,441 |
1,369,554 |
18,476 |
1,144,931 |
30,044 |
||||||||||||||||||
Cumulative depreciation |
(549,885 |
) |
(281 |
) |
(364,964 |
) |
(94 |
) |
(222,847 |
) |
(3 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total net capitalized costs |
1,187,320 |
41,160 |
1,004,590 |
18,382 |
922,084 |
30,041 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Including capitalized amounts related to well plugging and abandonment and impairment loss/reversal. |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Revenue from contracts with customers |
652,187 | 273,938 | 415,976 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue |
652,187 |
273,938 |
415,976 |
|||||||||
Production costs excluding depreciation |
||||||||||||
Operating costs |
(107,123 | ) | (88,018 | ) | (114,431 | ) | ||||||
Royalties |
(86,241 | ) | (38,908 | ) | (61,008 | ) | ||||||
Total production costs |
(193,364 |
) |
(126,926 |
) |
(175,439 |
) | ||||||
Exploration expenses |
(561 | ) | (646 | ) | (676 | ) | ||||||
Discount for well plugging and abandonment liabilities |
(2,546 | ) | (2,584 | ) | (1,723 | ) | ||||||
Reversal / Impairment of long-lived assets |
14,044 | (14,438 | ) | — | ||||||||
Depreciation, depletion and amortization |
(191,313 | ) | (147,674 | ) | (153,001 | ) | ||||||
|
|
|
|
|
|
|||||||
Operating (loss) before income tax |
278,447 |
(18,330 |
) |
85,137 |
||||||||
Income tax |
(83,534 | ) | 5,499 | (25,541 | ) | |||||||
|
|
|
|
|
|
|||||||
Oil and gas operating (loss) |
194,913 |
(12,831 |
) |
59,596 |
Argentina |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
Categories of reserves |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved developed |
30.2 |
108.0 |
19.2 |
|||||||||
Proved undeveloped |
40.6 |
64.0 |
11.4 |
|||||||||
Total proved reserves |
70.8 |
172.0 |
30.6 |
Mexico |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
Categories of reserves |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved developed |
0.1 |
0.7 |
0.2 |
|||||||||
Proved undeveloped |
0.1 |
0.1 |
0.0 |
|||||||||
Total proved reserves |
0.2 |
0.8 |
0.2 |
Argentina |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
Categories of reserves |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved developed |
37.6 |
86.1 |
15.3 |
|||||||||
Proved undeveloped |
61.8 |
73.9 |
13.1 |
|||||||||
Total proved reserves |
99.4 |
160.0 |
28.4 |
Mexico |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
Categories of reserves |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved developed |
0.2 |
0.7 |
0.1 |
|||||||||
Proved undeveloped |
0.0 |
0.0 |
0.0 |
|||||||||
Total proved reserves |
0.2 |
0.7 |
0.1 |
Argentina |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
Categories of reserves |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved developed |
48.2 |
90.8 |
16.2 |
|||||||||
Proved undeveloped |
95.1 |
99.4 |
17.7 |
|||||||||
Total proved reserves |
143.3 |
190.2 |
33.9 |
Mexico |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
Categories of reserves |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved developed |
0.3 |
0.2 |
0.0 |
|||||||||
Proved undeveloped |
3.0 |
6.0 |
1.1 |
|||||||||
Total proved reserves |
3.3 |
6.2 |
1.1 |
(1) |
It refers to crude oil, condensate, and LNG. |
Crude oil (4) |
Natural Gas (5) |
Natural Gas |
||||||||||
Argentina |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved reserves (developed and undeveloped) |
||||||||||||
Reserves as of December 31, 2018 |
34.2 |
131.6 |
23.4 |
|||||||||
Increase (decrease) attributable to: |
||||||||||||
Review of prior estimates (1) |
2.4 |
17.8 |
3.2 |
|||||||||
Extension and discoveries (2) |
41.0 |
43.0 |
7.6 |
|||||||||
Production for the year (3) |
(6.8 |
) |
(20.4 |
) |
(3.6 |
) | ||||||
Reserves as of December 31,2019 |
70.8 |
172.0 |
30.6 |
(1) |
Revision of previous estimates material increments were related to well performance in the following concessions: Entre Lomas (+0.9 MMbbl and +11.6 Bcf), Acambuco (+1.0 Bcf), Bajada del Palo Este (+0.2 MMbbl and +1.0 Bcf) and Jagüel de los Machos (+1.0 MMbbl and +1.3 Bcf). Additionally, there was an addition of 0.3 MMbbl and 0.6 Bcf in the Coirón Amargo Sur Oeste concession related to a change in well design, an addition of 1.6 MMbbl and 2.3 Bcf related to the Bajada del Palo Oeste shale oil project due to well performance of the first 4-well pad, and an addition of 3.0 Bcf related to gas projects in the Bajada del Palo Oeste conventional block. The abovementioned increments were partially offset by higher declines related to well performance in the following concessions: 25 de mayo – Medanito (-0.5 MMbbl and -1.0 Bcf), Charco del Palenque (-0.2 MMbbl and -0.2 Bcf), Coirón Amargo Norte (-0.1 MMbbl and -0.1 Bcf) and the Bajada del Palo Oeste conventional block (-0.8 MMbbl). Additionally, 1.7 Bcf corresponding to the Jarilla Quemada block were removed from proven reserves due to lower commodity prices. |
(2) |
The material increments of 41.2 MMbbl and 43.8 Bcf in proved reserves is related to the Vaca Muerta shale oil development in the Bajada del Palo Oeste concession. Proved developed reserves increased 3.4 MMbbl and 3.5 Bcf, due to the tie-in of a second 4-well pad that was not previously booked as proved undeveloped reserves. Proved undeveloped reserves for the same project increased 37.6 MMbbl and 39.5 Bcf, corresponding to eleven 4-well pads (44 new well locations). Additionally, 0.2 MMbbl and 0.8 Bcf correspond to the operation in Mexico. |
(3) |
Considers Vista Argentina production at WI, except for Aguila Mora production (oil production of 35 bbl./d). |
(4) |
It refers to crude oil, condensate, and LNG. |
(5) |
Natural gas consumption represented 14.1% of consumption plus natural gas sale reported reserves volumes as of December 31, 2019. |
Crude oil |
Natural Gas |
Natural Gas |
||||||||||
Mexico |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved reserves (developed and undeveloped) |
||||||||||||
Reserves as of December 31, 2018 |
— |
— |
— |
|||||||||
Increase (decrease) attributable to: |
||||||||||||
Extension and discoveries |
0.2 |
0.8 |
0.2 |
|||||||||
Reserves as of December 31,2019 |
0.2 |
0.8 |
0.2 |
|||||||||
Crude oil (1) |
Natural Gas (6) |
Natural Gas |
||||||||||
Argentina |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved reserves (developed and undeveloped) |
||||||||||||
Reserves as of December 31, 2019 |
70.8 |
172.0 |
30.6 |
|||||||||
Increase (decrease) attributable to: |
||||||||||||
Review of prior estimates (2) |
4.4 |
(25.1 |
) |
(4.6 |
) | |||||||
Extensions and discoveries (3) |
30.8 |
27.9 |
5.0 |
|||||||||
Purchases of onsite proved reserves (4) |
0.3 |
0.6 |
0.1 |
|||||||||
Production for the year (5) |
(6.9 |
) |
(15.4 |
) |
(2.7 |
) | ||||||
Reserves as of December 31, 2020 |
99.4 |
160.0 |
28.4 |
(1) |
It refers to crude oil, condensate, and LNG. |
(2) |
The conversion of proved undeveloped reserves to prove developed reserves is related to the start of production of the two pads (eight wells) classified as proved undeveloped reserves targeting Vaca Muerta unconventional reservoir in Bajada del Palo Oeste concession. |
(3) |
The extensions are related to the addition of proved developed acreage related to the drilling of an unproved pad (four wells) targeting Vaca Muerta unconventional reservoir in Bajada del Palo Oeste concession. |
(4) |
Purchases related to the acquisition of additional interests in Coirón Amargo Norte concession (from 55.0% to 96.8%). |
(5) |
Considering Vista Argentina’s production. |
(6) |
Natural gas consumption stood at 13.5% as of December 31, 2020. |
Mexico |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
||||||||||
Proved reserves (developed and undeveloped) |
||||||||||||
Reserves as of December 31, 2019 |
0.2 |
0.8 |
0.1 |
|||||||||
Increase (decrease) attributable to: |
||||||||||||
Review of prior estimates (2) |
— |
0.1 |
— |
|||||||||
Production for the year (3) |
— |
(0.2 |
) |
— |
||||||||
|
|
|
|
|
|
|||||||
Reserves as of December 31, 2020 |
0.2 |
0.7 |
0.1 |
(1) |
It refers to crude oil, condensate, and LNG. |
(2) |
The performance revisions of proved developed oil and condensate reserves are related to an enhanced performance of CS-01 and A-10 areas. The performance revisions of proved developed natural gas reserves are related to an enhanced performance of CS-01 area. |
(3) |
Considering Vista Holding II’s output. |
Crude oil (1) |
Natural Gas (6) |
Natural Gas |
||||||||||
Argentina |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved reserves (developed and undeveloped) |
||||||||||||
Reserves as of December 31, 2020 |
99.4 |
160.0 |
28.4 |
|||||||||
Increase (decrease) attributable to: |
||||||||||||
Review of prior estimates (2) |
3.8 |
(5.4 |
) |
(0.9 |
) | |||||||
Extensions and discoveries (3) |
53.5 |
53.7 |
9.6 |
|||||||||
Purchases of onsite proved reserves (4) |
(2.2 |
) |
(1.9 |
) |
(0.3 |
) | ||||||
Production for the year (5) |
(11.2 |
) |
(16.2 |
) |
(2.9 |
) | ||||||
|
|
|
|
|
|
|||||||
Reserves as of December 31, 2021 |
143.3 |
190.2 |
33.9 |
(1) |
It refers to crude oil, condensate, and LNG. |
( 2 ) |
The changes due to revisions of prior estimates of total proved oil reserves (+3.8 MMbbl) are mainly related to an extension of the economic cap applicable to the different concessions (+3.3 MMbbl) due to increased prices of liquid hydrocarbon (from USD 41.97 per barrel to USD 54.99 per barrel of condensate and C5+, and from USD 19.16 per barrel to USD 26.87 per barrel of LPG) and an enhanced performance of Bajada del Palo Oeste unconventional wells (+2.6 MMbbl), partly offset by a lower performance of the base production of Bajada del Palo Oeste (-0.6 MMbbl), 25 de Mayo-Medanito (-0.6 MMbbl), ELo Río Negro (-0.5 MMbbl) and Coirón Amargo Norte (-0.4 MMbbl) conventional wells. |
( 3 ) |
The changes in total proved reserves due to the extension and discovery of oil (+53.5 MMbbl) and natural gas (+53.7 bcf) are mainly related to the extension of proved undeveloped acreage thanks to the addition of 11 (eleven) pads (44 wells) classified as proved undeveloped due to the successful drilling in Vaca Muerta unconventional formation in Bajada del Palo Oeste concession (46.2 MMbbl and 46.5 bcf) and to the extension of proved developed acreage related to the drilling of 2 (two) unproved pads (8 (eight) wells related to PAD 35 and PAD 44) in Vaca Muerta unconventional formation in Bajada del Palo Oeste concession under the farmout agreement with Trafigura (7.3 MMbbl and 7.2 bcf). |
( 4 ) |
The changes due to purchases/sales of oil (-2.2 MMbbl) and natural gas (-1.9 bcf) reserves are related to the sale of the interest (10%) in CASO (-1.4 MMbbl of oil and -1.0 Bcf of natural gas) mentioned in Note 1.3, and the farmout agreement mentioned in N ote 1.2 related to PAD 12 (4 wells) in Vaca Muerta unconventional formation in Bajada del Palo Oeste concession (-0.9 MMbbl of oil and -0.9 Bcf of natural gas), partly offset by the acquisition of the 50% interest in Aguada Federal concession (+0.1 MMbbl of oil). |
( 5 ) |
Considering Vista Argentina’s output. |
(6) |
Natural gas consumption stood at 12.9% as of December 31, 2021. |
Crude oil (1) |
Natural Gas |
Natural Gas |
||||||||||
Mexico |
(MMBbl) | (Bcf) | (MMBbl equivalent) |
|||||||||
Proved reserves (developed and undeveloped) |
||||||||||||
Reserves as of December 31, 2020 |
0.2 |
0.7 |
0.1 |
|||||||||
Increase (decrease) attributable to: |
||||||||||||
Review of prior estimates ( 2 ) |
1.5 | 3.0 | 0.5 | |||||||||
Purchases of onsite proved reserves (3) |
1.7 | 2.4 | 0.4 | |||||||||
Production for the year ( 4 ) |
(0.1 | ) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Reserves as of December 31, 2021 |
3.3 |
6.2 |
1.1 |
(1) |
It refers to crude oil, condensate, and LNG. |
(2) |
The revisions of proved developed oil, condensate and natural gas reserves are related to the development plan approved by the CNH, as well as the drilling and completion of Vernet-1001 wells. |
(3) |
The changes due to purchases/sales of oil (+1.7 MMbbl) and natural gas (+2.4 bcf) are mainly related to the transfer of assets in Mexico, whereby Company increased its equity to 100% in CS-01 area (see Note 1.4). |
(4) |
Considering Vista Holding II’s output. |
As of December 31, 2021 (1) |
As of December 31, 2020 (1) |
As of December 31, 2019 (1) |
||||||||||
Future cash flows |
8,506 |
4,533 |
4,457 |
|||||||||
Future production costs |
(2,638 |
) |
(1,921 |
) |
(1,927 |
) | ||||||
Future development and abandonment costs |
(1,294 |
) |
(788 |
) |
(748 |
) | ||||||
Future income tax |
(1,432 |
) |
(418 |
) |
(410 |
) | ||||||
Undiscounted future net cash flows |
3,142 |
1,406 |
1,372 |
|||||||||
10% annual discount |
(1,630 |
) |
(668 |
) |
(597 |
) | ||||||
|
|
|
|
|
|
|||||||
Standardized measure of discounted future net cash flows (2) |
1,512 |
738 |
775 |
|||||||||
|
|
|
|
|
|
(1) |
Amounts expressed in millions of US Dollars (“MM US”). |
( 2 ) |
The standardized measure of future discounted cash flow (net) is related to the estimated value of reserves in Argentina. The table does not include the estimated value of the reserves in Mexico’s areas ( ,4 MM US as of December 31, 2021 and 2020, respectively). |
Year ended December 31, 2021 (1) |
Year ended December 31, 2020 (1) |
Year ended December 31, 2019 (1) |
||||||||||
Standardized measure of future discounted cash flow, net, at beginning of year |
738 |
775 |
608 |
|||||||||
Net changes in selling prices and production costs related to future production (2) |
783 |
(241 |
) |
(103 |
) | |||||||
Net changes in estimated future development costs (3) |
28 |
(231 |
) |
(525 |
) | |||||||
Net changes from revisions of workload estimates (4) |
44 |
20 |
(1 |
) | ||||||||
Net changes from extensions, discoveries and improvements (5) |
1,006 |
362 |
306 |
|||||||||
Cumulative discount |
116 |
118 |
352 |
|||||||||
Net changes from on-site purchases and sales of minerals (6) |
(40 |
) |
2 |
— |
||||||||
Other |
58 |
|||||||||||
Sales of crude oil, LNG and natural gas produced, net of production costs |
(429 |
) |
127 |
6 |
||||||||
Estimated development costs previously incurred |
(263 |
) |
(206 |
) |
151 |
|||||||
Net changes in income tax (7) |
(471 |
) |
12 |
(77 |
) | |||||||
|
|
|
|
|
|
|||||||
Changes in the standardized measure of future discounted cash flow for the year |
774 |
(37 |
) |
167 |
||||||||
|
|
|
|
|
|
|||||||
Standardized measure of future discounted cash flow at end of year |
1,512 |
738 |
775 |
|||||||||
|
|
|
|
|
|
(1) |
Amounts expressed in millions of US Dollars. |
(2) |
For the year ended December 31, 2021, mainly affected by an increase in the prices of oil, condensate, gas and LPG, which increased from US 41.97 per barrel to US 54.99 per barrel of oil, condensate and C5+; from US 19.16 per barrel to US 26.87 per barrel of LPG, and from US 2.81 per cubic feet to US 3.92 per cubic feet of commercial gas. Also, for the year ended December 31, 2020, mainly affected by a decrease in effective oil prices, which fell from 55.9 US/bbl as of December 31, 2019, to 42.0 US/bbl as of December 31, 2020, partly offset by a 13.9% reduction in average production-related costs. Additionally, for the year ended December 31, 2019, mainly driven by a decrease in prevailing oil prices from 65.4 US/bbl. by December 31, 2018 to 55.9 US/bbl. by December 2019 partially offset by a reduction in average production costs of 25.1%. |
(3) |
For the years ended December 31, 2021, and December 31, 2020, related to revisions of development costs in Bajada del Palo Oeste unconventional area. For the year ended December 31, 2019, due to incorporation of a development plan for unconventional developed reserves in Bajada del Palo Oeste. Due to the development plan in Charco del Palenque (addition of two new locations), Entre Lomas Río Negro (recategorization of two probable gas workovers to prove developed). |
(4) |
For the year ended December 31, 2021, mainly affected by the extension of the economic caps of assets due to the increase in oil, condensate, gas and LPG prices, which increased from US 41.97 per barrel to US 54.99 per barrel of oil, condensate and C5+; from US 19.16 per barrel to US 26.87 per barrel of LPG, and from US 2.81 per cubic feet to US 3.92 per cubic feet of commercial gas, partly offset by a greater decline in certain conventional gas assets. Also, for the year ended December 31, 2020, related to an enhanced performance of drilled wells in Bajada del Palo Oeste in Vaca Muerta unconventional formation above the estimated type well. Due to a decrease in proved undeveloped conventional reserves compensated by an increase in proved developed reserves from December 31, 2018 to December 31, 2019. |
(5) |
For the year ended December 31, 2021, mainly related to the extension of the proved area due to the addition of 44 proved undeveloped wells from the drilling activity conducted in Bajada del Palo Oeste area in Vaca Muerta formation with positive outcomes. For the year ended December 31, 2020 and 2019, due to the addition of proved reserves in unconventional Bajada del Palo Oeste, and the beginning of the development of Vaca Muerta formation in Bajada del Palo Oeste. |
(6) |
For the year ended December 31, 2021, related to the farmout agreement whereby Trafigura was granted a 20% interest in certain Bajada del Palo Oeste wells in Vaca Muerta formation (see note 1.2), and the sale of the 10% interest in CASO concession (see note 1.3). For the year ended December 31, 2020, related to the increase in the interest in Coirón Amargo Norte area (see Note 32). Without acquisitions for the year ended December 31, 2019 |
(7) |
For the year ended December 31, 2021, the changes are caused by the rise in income tax due to higher revenue mainly expected from the extensions and increases in hydrocarbon prices. For the year ended December 31, 2020 and 2019, due to decreasing/increasing expected cash inflows and changes in the income rate applicable to Argentine companies (see Note 33.1). |
Exhibit 1.1
VISTA ENERGY, S.A.B. DE C.V.
BY-LAWS
CHAPTER I
CORPORATE NAME, CORPORATE DOMICILE, CORPORATE PURPOSE,
TERM AND NATIONALITY
ARTICLE ONE. The corporate name of the company is Vista Energy, and it shall be followed by the words Sociedad Anónima Bursátil de Capital Variable or its abbreviation, S.A.B. de C.V. (the Company).
ARTICLE TWO. The corporate domicile of the Company is Mexico City, United Mexican States (Mexico). However, the Company may establish agencies, offices, warehouses, branches or facilities within Mexico or abroad, as well as establish conventional domiciles in Mexico or abroad, without implying thereby a change of its corporate domicile.
ARTICLE THREE The corporate purpose of the Company is to:
(a) | acquire, by any legal means, any type of assets, stock, partnership interests, equity interests or interests in any kind of commercial or civil companies, associations, partnerships, trusts or any kind of entities within the energy sector, whether such entities are Mexican or foreign, at the time of their inception or at a later time as well as sell, assign, transfer, negotiate, encumber or otherwise dispose of or pledge such assets, stocks, equity interests or interests; |
(b) | participate as a partner, shareholder or investor in all kinds of businesses or entities, whether commercial or civil, associations, trusts, or of any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of incorporated companies, as well as to exercise the corporate and economic rights derived from such participation and to buy, vote, sell, transfer, subscribe, hold, use, encumber, dispose, modify or auction under any title, such shares, equity interests or other kind of interests, as well as participations of all kind in entities subject to applicable law, as it is necessary or convenient; |
(c) | issue and place shares representing the capital stock of the Company, publicly or privately, having obtained the previous authorization by the competent authorities or institutions when needed and in accordance with the Mexican Securities Market Law, the General Law on Commercial Companies, the Negotiable Instruments and Credit Transactions Law and/or other applicable provisions, as requested, in domestic or foreign securities markets; |
(d) | issue and place warrants as referred in articles 65, 66 section I, 67 and other applicable of the Securities Market Law, publicly or privately and on shares representing the Companys capital stock or any other kind of securities, having obtained the previous authorization by the competent authorities or institutions when needed and in accordance with the Mexican Securities Market Law, the General Law on Commercial Companies, the Negotiable Instruments and Credit Transactions Law, the general provisions that the National Banking and Securities Commission issued for such purposes and/or other applicable legal provisions, as requested, in national or foreign securities markets; |
(e) | issue and place negotiable instruments, debt instruments or any other security, be it public or private, having obtained the previous authorization by the competent authorities when needed or institutions and in accordance with the Mexican Securities Market Law, the General Law on Commercial Companies, the Negotiable Instruments and Credit Transactions Law the general provisions that the National Banking and Securities Commission issued for such purposes and/or other applicable legal provisions, as requested, in national or foreign securities markets; |
(f) | issue any unsubscribed shares, held in treasury, for their subsequent placement in accordance with article 53 of the Mexican Securities Market Law and the applicable legal provisions; |
(g) | acquire its own shares, in accordance with applicable legislation; |
(h) | make capital reductions through loss absorption, cash reimbursements for the benefit of shareholders or in any other means permitted by the applicable law; |
(i) | enter into all kinds of agreements, contracts and documents, including without limitation, credit, broker, purchase and sale, supply, distribution, consignment, agency, commission, mortgage, bailment, barter, lease, sublease, management, services, technical assistance, consulting, commercialization, joint venture or co-investment, association and other agreements, as may be necessary or appropriate, pursuant to the laws of any jurisdiction and regardless of the name they are given,; |
(j) | grant, manage, acquire, and sell all types of credit rights in favor of any individual or legal entity; |
(k) | render and receive any kind of services directly or indirectly through third parties, to and with any kind of persons, individuals or legal entities, including governmental agencies within Mexico or abroad, including without limitation, professional services related to activities such as: sales, engineering, repair and/or maintenance, inspection, technical support, management, consultancy, supervision, control, health, security, accounting, finance, training, research, operation, development and courier services; |
(l) | acquire, sell, lease, rent, sublease, use, enjoy, possess, license and dispose of, under any legal form, all types of real estate, immovable and personal properties, equipment and goods, including as bailor and bailee, and to hold rights over such properties, including all types of machinery, equipment, accessories, offices and other supplies necessary or convenient; |
(m) | carry out by itself or on behalf of third parties, training, research and development programs of any kind necessary or convenient; |
(n) | receive and grant any kind of guaranties, personal and/or in rem, as a result of any loans or financing granted by the Company and/or as deemed necessary or convenient, as well as grant deposits or any other kind of guaranties; |
(o) | incur and assume obligations of any nature under the capacity as joint and several obligor (obligado solidario); |
(p) | issue, execute, accept, endorse, certify, acquire, sell, exchange, guarantee and, in general, subscribe and manage all kinds of negotiable instruments, including bonds, notes, commercial papers, debentures, participation certificates, promissory notes, regardless of the name they are given and of the laws to which they are subject, with the authority to obligate itself for the benefit of third parties in connection with negotiable instruments and carry out all kinds of credit transactions and guaranties; |
(q) | execute any type of derivative transactions of any nature in accordance with applicable law; |
(r) | open, manage and cancel bank accounts and any other accounts; |
(s) | acquire, possess, use, register, renew, assign, and dispose of any kind of patents, brands, commercial names, franchises and any and all types of intellectual or industrial property rights; |
(t) | request, obtain, license, assign, use, exploit and dispose of any type of permit, license, concession, franchise and/or authorization issued by federal, state or municipal authorities, both Mexican and foreign, and to carry out acts relating thereto; |
(u) | act as representative agent, intermediary, beneficiary, commission agent, mediator, advisor or in any other capacity in favor of any type of person, individual or legal entity; |
(v) | in general, execute and carry out, within Mexico or abroad, on its own behalf or on behalf of third parties, with individuals or entities, including any governmental agency, any kind of contracts, agreements or acts, whether principal or accessory, civil or commercial, or of any other nature, as necessary or convenient; and |
(w) | carry-out any acts required or permitted by applicable legislation. |
ARTICLE FOUR. The term of existence of the Company shall be indefinite.
ARTICLE FIVE. The Company is organized under the laws of Mexico. Any foreigner who, either at the incorporation of the Company or at any time thereafter, acquires shares or any interest in the Company, formally undertakes before the Ministry of Foreign Affairs to be considered as a Mexican national with respect to its interests in the Company, as well as the property, rights, concessions, participation or interests held by the Company, and the rights and obligations deriving from the agreements to which the Company is a party, and further undertakes not to invoke the protection of its government with respect to such interest, under the penalty upon the breach of such undertaking, of forfeiting such interest in favor of the Mexican Nation.
CHAPTER II
CAPITAL STOCK AND SHARES
ARTICLE SIX. The capital stock of the Company is variable. The fixed portion of the capital stock of the Company not subject to the right of withdrawal is the amount of Ps.3,000.00, represented by 2 Series C ordinary, nominative shares with no expression of their par value. The variable portion of the capital stock is unlimited and will be represented by Series A Shares, which will be ordinary, nominative, with no expression of their par value, and granting equal economic and corporate rights, as well as equal obligations to their holders. The Series A Shares may be subscribed and paid for by Mexican or foreign individuals or corporations alike, as well as by any other foreign entities, whether they have or not legal personality.
Ordinary Shareholders Meetings may approve the issuance of (i) other types of shares, including those conferring special or limited rights to their holders or imposing additional obligations on them; and/or (ii) securities with respect to such shares.
The entirety of the shares in which the capital stock is divided can be freely subscribed.
Each series of shares grants the same rights and obligations, including economic rights, and as a result all holders of the shares participate equally, without any distinction, in any dividend, repayment, amortization or distribution of any nature in the terms herein.
Notwithstanding the above and with the prior authorization of the National Banking and Securities Commission, the Company may issue shares with no voting rights, with limited corporate rights or with limited vote, as long as such shares do not exceed 25% of the capital stock that the National Banking and Securities Commission determines as placed among the public in general, on the date of the relevant public offering, in accordance with article 54 of the Securities Market Law or any other provision that may substitute it from time to time, and other applicable legal provisions.
Non-voting shares shall not count for determining the necessary quorum to call to order the General Shareholders Meeting. Limited or restricted voting shares will count only in determining the necessary quorum to call to order shareholders meetings in which their vote is needed or the special meetings.
Resolutions adopted at any General Shareholders Meeting in which the issuance of non-voting or restricted or limited voting shares is approved, shall set forth the rights, limitations, restrictions, and all other characteristics corresponding to such shares.
ARTICLE SEVEN. The Company may issue unsubscribed shares, which shall be kept in the Companys treasury to be delivered as they are subscribed and paid, including as a result of the conversion of securities convertible to shares, or the conversion of a series of shares for another specific series, upon previous resolution by the General Shareholders Meeting.
Likewise, the Company may issue unsubscribed shares for their placement among the public in general, in accordance with the terms and as long all conditions foreseen for such purposes in article 53 of the Securities Market Law are fulfilled, including the obtainment of the authorization from the National Banking and Securities Commission for public offering.
The preferred subscription right referred in article 132 of the General Law on Commercial Companies, is not applicable in the event of capital increases made (i) in terms of article 53 of the Securities Market Law or any other provision that substitutes it; (ii) in terms of an issuance of securities that are convertible into Companys shares; (iii) in terms of a conversion of a series of shares to another specific series upon previous resolution by the General Shareholders Meeting; (iv) as a result of the merger of the Company, whether as subsisting or disappearing company; or (v) as a consequence of the placement of repurchased shares in terms of applicable law.
ARTICLE EIGHT. The Company may acquire shares representing its capital stock or negotiable instruments or other instruments which represent such shares, without applying the prohibition referred to on the first paragraph of article 134 of the General Law on Commercial Companies, as long as: (i) the acquisition of its own shares is made through a domestic stock exchange, (ii) the acquisition and, in such an event, sale
through an exchange, is made at market price, except for public offerings authorized by the National Banking and Securities Commission, (iii) the acquisition of its own shares is collected from shareholders equity, in which case the acquired shares may be held by the Company without need of a capital decrease, or, collected from its capital stock, in which case they shall be converted into unsubscribed shares to be held in treasury by the Company, without the need of a resolution by the General Shareholders Meeting. In every case, the amount of subscribed capital shall be announced when the authorized capital represented by issued but unsubscribed shares is made public, (iv) the General Shareholders Meeting expressly resolves on, for each tax year, the maximum amount of funds that may be used for the acquisition of its own shares, or negotiable instruments or other securities representing such shares, with the sole limitation that the total amount of funds destined for such purposes shall not exceed the sum of the Companys total net profits, including withheld profits from previous years; (v) the Company is up to date on compliance with its payment obligations derived from debt instruments registered before the National Securities Registry, and (vi) the acquisition and sale of the Companys shares, or the negotiable instruments representing them, under no circumstance shall give way to exceed the percentages referred to in article 54 of the Securities Market Law or to the noncompliance of maintaining the listing requirements of the stock exchanges in which they trade.
The Board of Directors is authorized to name the persons responsible for the acquisition and placement of its own shares.
As long as the shares, or negotiable instruments representing them, belong to the Company, such securities may not be represented nor voted in Shareholders Meetings, nor the corporate and economic rights they entail exercised in any way.
The acquisition and sale of shares provided herein, the reports regarding such transactions shall be filled before the General Ordinary Shareholders Meeting, the disclosure provisions regarding financial information, as well as the manner and terms in which such transactions are disclosed to the National Banking and Securities Commission, to the relevant stock exchange and the public in general, are subject to the terms set forth in the Securities Market Law and the general provisions issued by the National Banking and Securities Commission.
ARTICLE NINE. In the event of a situation which may imply a change of Control (as defined below), the following provisions shall be considered:
For purposes herein, the following terms will have the following meanings:
Shares means any and all shares which represent the capital stock of the Company, of any Class, Series or denomination, or any instrument, security, right (separable or
not, represented or not by any instrument, or resulting from contractual provisions or not from any other instrument), or instrument issued or created based on, referenced to, or whose underlying value is such shares, including ordinary shareholding certificates, deposit certificates or negotiable instruments on such shares, independently from the applicable legislation or the market in which they are placed or in which they were executed or granted, or any rights granted on such shares or convertible in, or exchangeable for, such shares, including instruments and financial derivative transactions, options, warrants and convertible obligations or any similar or equivalent right or instrument, or any complete or partial right with respect or relating to shares representing the capital stock of the Company.
Voting Agreement has the meaning set forth herein.
Affiliate means (i) regarding Persons that are not individuals, all Persons that directly or indirectly through one or more agents, who Control, are Controlled or are otherwise under the common Control of the first Person, and (ii) regarding any individual, means any past, present or future spouse and any direct or indirect ancestor or descendant, including parents, grandparents, children, grandchildren and siblings, as well as any trust or equivalent agreement executed with the purpose of benefiting any of such individuals.
Competitor means any Person dedicated, directly or indirectly, through any mean or Person, vehicle or agreement, predominantly to the Companys business, provided that the Board of Directors of the Company will be entitled to agree, case by case, to exceptions to the definition of Competitor, through resolutions adopted in terms of these By-Laws.
Consortium means the group of Entities, independently from the jurisdiction under which they are incorporated or existing, bound between them by one or more Person (individual) that, conforming or not a Group of Persons, have control of the former.
Control, to Control or Controlled (including the terms Controlling and under common Control) means regarding any Person, through a Person or Group of Persons, of any nature, regardless of the name they are given (including a Consortium or Business Group) and independently from the jurisdiction under which they are incorporated or existing, (i) the authority to impose, directly or indirectly, by any means, resolutions or decisions, or vetoing or blocking such resolutions or decisions, in any direction, in the General Shareholders or Partners Meeting, or equivalent colligate bodies, or naming or removing the majority of the directors, managers, executive officers or their equivalent, from such Person; (ii) maintain the ownership of any type of Shares or rights related to them which allow, directly or indirectly, to exercise he vote on more than 50% of the Shares, of any nature, with voting rights of such a Person, and/or (iii) the authority to conduct, determine, influence, veto or impede, directly or
indirectly, the policies and/or decisions of the Board of Directors or of the management, the strategy, the activities, the transactions or the main policies of such a Person, be it through the ownership of securities, by written or verbal agreement or contract, or by any other mean, regardless of whether such control is apparent or implicit.
Group of Persons means the Persons, including Consortiums or Business Groups, that have, written or verbal, apparent or implicit, direct or indirect (at any level), agreements, of any nature, to make decisions in the same direction or act in the same manner. It is presumed, unless otherwise proved, that there is a Group of Persons when:
(i) | individuals have cognation, affinity or civil kinship up to the fourth degree, spouses, concubines; and |
(ii) | the Entities, regardless of the jurisdiction under which they are incorporated, that are a part of the same Consortium or Business Group and the person or group of persons that has Control over such Entities. |
Business Group means the group of Entities, regardless of the jurisdiction under which they are incorporated or existing, organized under direct or indirect capital stock ownership structures, bound by an agreement, or in any other manner, in which one Entity, of any type, maintains Control of such Entities.
Significant Influence means the ownership of rights, of any kind and regardless of the name they are given, that allow, directly or indirectly, by any means, including through a Consortium, Group of Persons or Business Group, exercising voting rights on at least 20% of the capital stock of the Entity.
20% Ownership means the ownership or holding, individually or jointly, directly or indirectly, through any Person of at least 20% of the capital stock or its equivalent in an Entity or of any right which such Person or Persons grants the authority to vote on 20% or more of the capital stock of an Entity.
30% Ownership means the ownership or holding, individually or jointly, directly or indirectly, through any Person, of 30% or more of the capital stock or its equivalent in an Entity or of any right which such Person or Persons grants the authority to vote or exercise similar rights on 30% or more of the capital stock of an Entity.
Person means any individual, Entity or any of its Subsidiaries or Affiliates, of any nature, however they are named, whether they are or arent legally existing, and under the legislation of any jurisdiction, or any Consortium, Group of Persons or Business Group which acts or pretends to act in a joint, concentrated or coordinated manner for the purposes herein.
Entity means any entity, partnership, limited liability company, company, association, co-investment, joint venture, trust, non-incorporated or legally incapacitated organization or governmental authority or any other economic or commercial association incorporated under any jurisdiction.
Related Persons means the Persons that, in regard to the Company, are under any of the following assumptions:
(i) | the Persons that have the Control or Significant Influence in the Entity that, in such an event, is a part of the Business Group or Consortium to which the Company belongs, as well as the relevant directors, managers or executive officers of the Persons which are a part of such Consortium or Business Group; |
(ii) | the Persons that have Authority of Command regarding a Person that is a part of a Consortium or Business Group to which, in such an event, the Company belongs; |
(iii) | the spouse, concubine and the individuals that have cognation, affinity or civil kinship up to the fourth degree, with individuals that are under the assumptions set forth in subsections (i) and (ii) above, as well as the partners of, or joint co-owners with, the individuals mentioned in such subsections with which business relations are held, |
(iv) | the Entities that are a part of the Consortium or Business Group to which, in such an event, the Company belongs; and |
(v) | the Entities over which the persons referred to in subsection (i) to (iii) above, exercise Control or Significant influence. |
Authority of Command means the de facto capacity of decisively influencing the agreements taken by the Shareholders Meeting or the meetings of the Board of Directors or in the management, direction and execution of the Entitys or Entities business that, in such an event, is a part of the Business Group or Consortium to which such an Entity belongs or over which it has Significant Influence or which it Controls. It is presumed that a person has authority of command in an Entity, except when proved otherwise, in the following assumptions:
(a) | the shareholders or partner that have Control of an Entity or of the Entities that are a part of the Business Group or Consortium to which such an Entity belongs or over which it has Significant Influence or which it Controls; |
(b) | the individuals which have links with the Entity or the Entities that are a part of the Business Group or Consortium to which such an Entity belongs or over which it has Significant Influence or which it Controls, though lifetime, honorary or any other position with analogous or similar titles; |
(c) | the Persons that have transmitted the Control over and Entity or Entities that are a part of the Business Group or Consortium to which such an Entity belongs or over which it has Significant Influence or which it Controls, under any title or gratuitously or at a sub-market or sub-accounting value, in favor of individuals with which it has cognation, affinity or civil kinship up to the fourth degree, the spouse or concubine; and |
(d) | those who instruct directors or relevant executive officers of the Entity or the Entities that are a part of the Business Group or Consortium to which such an Entity belongs or in which it has Significant Influence or exercises Control, in the making of decision or in the execution of transactions in an Entity that is a part of a Business Group or Consortium to which such an Entity belongs or over which it has Significant Influence or which it Controls. |
Strategic Partner has the meaning assigned to such term in Article Ten herein.
Subsidiary means regarding any Person, any entity or any other organization in which a Person owns the majority of the shares which represent the capital stock or equity interests or any other kind of interests with voting rights, or the voting Control of such an entity and/or organization, be it directly or indirectly, or regarding a Person who has the right to name the majority of the directors (or equivalent management body) or its manager.
Securities Acquisition Authorization by the Board of Directors.
Every direct or indirect acquisition, of Shares, or attempt of acquisition of Shares, of any nature and regardless of the name it is given, under any title or legal structure, with the intention of carrying-out, be it in one or several simultaneous or successive transactions or acts of any legal capacity, with no time limitation between them, be it through a or not, in Mexico or abroad, including structured transactions such as mergers, corporate restructures, spin-offs, consolidations, allocations or guaranties executions or other similar transactions or legal acts (any such operation, an Acquisition), by one or more Persons, Related Persons, Group of Persons, Business Group or Consortium, requires for its validity the previous, written and favorable resolution by the Board of Directors, each time that the number of Shares that is to be acquired, when added to the Shares owned previously within the Company, if such is the case, results in the acquiring party holding a percentage of the capital stock equivalent or equal to 10%. Once such percentage is reached any subsequent
Acquisition of Shares by any such Person, Related Persons, Business Group or Consortium, through which they acquire additional Shares of the Company which represent 2% or more, shall be notified to the Companys Board of Directors in the Companys corporate domicile (through the Chairman of the Board with a copy to the Secretary who is not a member of the Board of Directors of the Company). For the avoidance of doubts, no additional authorization is required to carry-out such acquisitions or to execute a Voting Agreement until the ownership percentage in the capital stock is equal or greater than a 20% Ownership.
Previous favorable opinion is also requested from the Board of Directors, in writing, for the execution of written or oral agreements, regardless of their name or title or classification, as a consequence of which voting association, block voting, or binding or joint vote mechanisms or covenants are formed or adopted or certain Shares are combined or shared in any other manner, which implies a change in Control in the Company or an 20% Ownership in the Company (each, a Voting Agreement and jointly, the Voting Agreements), except for temporary Voting Agreements that are executed in connection with a general shareholders meeting, with the purpose of appointing minority members of the Board of Directors.
For such purposes, the Person who individually, or jointly with Related Persons, or, the Group of Persons, Business Group or Consortium which intends to carry-out any Acquisition or executing any Voting Agreement, shall comply with the following:
1. The interested party or parties shall file a written authorization request to the consideration of the Board of Directors. Such request shall be directed and delivered, undoubtedly, to the Chairman of the Board of Directors, with a copy to the Secretary who is not a member of such Board, in the Companys domicile. The aforementioned request shall be delivered under oath and shall contain the following information:
(i) | the number and class or series of Shares of the applicable Person or Persons and/or any Related Persons thereof, or, the Group of Persons, Business Group or Consortium (A) be it an owner or co-owner, directly or through any Person or Related Person, and/or (B) regarding the Shares over which a Voting Agreement has been executed; |
(ii) | the number and class or series of Shares that it intends to acquire, through the Acquisition, whether directly or indirectly, by any means, or that is the subject of a Voting Agreement, plus the minimum price payable per Share intended to be acquired through the Acquisition; |
(iii) | (A) the percentage which the Shares mentioned in subsection (i) above represents of the total of Shares issued by the Company, and (B) the percentage that the sum of the Shares referred to in subsections (i) and (ii) above represent |
from the total amount of Shares issued by the Company, provided that for such purposes they may consider the total number of shares reported by the Company to the stock exchange in which they are listed; |
(iv) | the identity and nationality of the Person or Persons, Group of Persons, Consortium or Business Group that intends to carry-out the Acquisition or execute a Voting Agreement, provided that if any of them is an Entity, the identity and nationality of each of the partners, shareholders, founders, beneficiaries or any equivalent thereto that in the end has, direct or indirect Control of such Entity, shall be specified; |
(v) | the reasons and objectives due to which they intend to carry-out an Acquisition or execute a Voting Agreement, particularly mentioning if they intend to acquire, directly or indirectly, (A) additional shares to those referred in the authorization request; (B) a 20% Ownership; (C) Control of the Entity; or (D) Significant Influence in the Company, as well as the intended role with respect to the policies and management of the Company, and any amendment they would like to propose with respect to the policies and management of the Company; |
(vi) | if they have direct or indirect ownership (and the amount of such ownership) in the capital stock or in the management and operation of a Competitor or any Related Person to a Competitor, or if they have any economic relationship with a Competitor or with any Related Person to a Competitor, or if any of their Related Persons is a Competitor; |
(vii) | if they have the authority to acquire Shares or execute a Voting Agreement, in accordance with what is provided herein and in the applicable legislation, in such an event, if they are in the process of obtaining any consent or authorization, from any person, and the terms and deadlines in which they expect to obtain them; |
(viii) | the origin of the funds they intend to use to pay the price of the Shares requested; provided that in funds obtained from financing, the requesting party shall specify the identity and nationality of the Person providing such funds and if such Person is a Competitor or a Related Person to a Competitor, and the documentation that evidences corresponding the financing agreement and the terms and conditions of such financing. The Board of Directors may request from the Person that sends such a request, if considered necessary to guarantee the payment of the corresponding acquisition price and before granting authorization in accordance with the above, additional evidence regarding the financing agreement (including evidence that there are no conditions under such an agreement) or, the formation or granting of a (A) bail, (B) guarantee |
trust, (C) irrevocable letter of credit, (D) deposit, or (E) any other type of guarantee, up to the equivalent amount of 100% of the price of the Shares that are to be acquired or that are the subject matter of the corresponding transaction or agreement, naming the shareholders, directly or through the Company, as beneficiaries, with the purposes of securing the compensation of the losses and lost profits that the Company or its shareholders may suffer as a consequence of the incorrect information presented or of the request, or for any action or omission of the petitioner, directly or indirectly, or as a consequence of the impossibility to complete the relevant transaction, for any cause, related or not to the financing; |
(ix) | the identity and nationality of the financial institution that would act as broker, in the event that the corresponding Acquisition is though public offering; |
(x) | in such an event, if it is a public offering, copy of the offering memorandum or similar document, that has the intention of being used for the acquisition of the Shares or pertaining to the corresponding transaction or agreement, complete as of such date, and a representation stating if such has been authorized by the competent authorities (including the National Banking and Securities Commission); and |
(xi) | a domicile in Mexico City, Mexico, to receive notices regarding the filled request. |
In the event that the Board of Directors resolves, due to the impossibility of knowing certain information upon receiving the corresponding request, that such information may not yet be disclosed or for other reasons, the Board of Directors may, at its entire discretion, waive the compliance of one or more of the aforementioned requirements
2. Within the 15 business days following the date upon which the request referred to in paragraph 1 above has been received, the Chairman or non-member Secretary shall call to a Meeting of the Board of Directors to consider discuss and resolve the matter of the requested authorization. Calls to meetings of the Board of Directors shall be made in writing and sent in accordance with the provisions set forth herein.
3. The Board of Directors may request from the Person intending to carry-out the Acquisition or execute the corresponding Voting Agreement, additional documentation and clarifications as it sees fit to adequately analyze the request, to agree upon the authorization request it has been filed, provided that any request of such nature on behalf of the Board of Directors shall be made during the subsequent 20 calendar days following the receipt of the request, and provided that such request will not be considered as final and complete until the Person who intends to carry-out the Acquisition or execute the Voting Agreements, files all the additional information and make all the clarifications requested by the Board of Directors.
The Board of Directors shall resolve any authorization request it receives in the terms herein within a 90 calendar day term following the delivery of the request or on the date in which such request is finalized as stated in the paragraph above.
The Board of Directors shall issue a resolution approving or rejecting the request; provided that in case the Board of Directors does not issue its resolution within the aforementioned 90-day period, the request shall be deemed as rejected. In any case, the Board of Directors will act in accordance with the guidelines set forth in the second paragraph of the General Provisions stated below and shall justify their decision in writing.
4. To consider a meeting of the Board of Directors duly called to order, by first or subsequent call, to deal with any matter regarding an authorization request or agreement referred herein, the assistance of at least 66% of its incumbent members or their alternates is required. The resolutions taken will be valid when taken by 66% of the members of the Board of Directors.
5. In the event that the Board of Directors authorizes the requested Share Acquisition or the execution of a proposed Voting Agreement, and such acquisition, transaction or agreement implies or results in (i) the acquisition of a 30% Ownership or more without resulting in a change of Control, in addition to any authorization request provided in this Article, the Person or Group of Persons intending to carry out the Acquisition or celebrate the Voting Agreement, shall carry out a tender offer for the percentage of the Companys capital stock equivalent to the proportional amount of outstanding Shares intended to be purchased or for 10%, whichever is greater, previous to the acquisition of the Shares or the execution of the respective Voting Agreement subject to authorization, under the conditions authorized, in its case, by the Board of Directors; or (ii) a change of Control, additionally to any request of authorization set forth herein, the Person or Group of Persons desiring to carry out the Acquisition or execute the Voting Agreement, prior to the Acquisition or execution of the Voting Agreement for which they are requesting authorization, shall make a tender offer for 100% of the outstanding Shares, in accordance with the terms approved by the Board of Directors.
The tender offer referred in the paragraph above shall be completed within 90 days following the date on which the authorization was granted by the Board of Directors, provided that such term may be extended by an additional 60 calendar days in the understanding that any relevant governmental authorizations required for such purposes are still pending.
The price to be paid for each of the Shares will be the same, regardless of their class or series.
In the event that the Board of Directors receives, at or before the Acquisition has concluded of the execution of a Voting Agreement is finalized, an offer from a third party, stated in a request to carry-out an Acquisition of at least the same amount of Shares, in better terms for the owners and shareholders of the Company (including type of compensation and price), the Board of directors will have the authority to consider and, in such an event, authorize such a second request, suspending the authorization previously granted, and submitting to the consideration of such a Board of Directors both requests, in order for the Board of Directors to approve the request it considers convenient, provided, that any approval shall have no effects on the obligation of carrying out a tender offer pursuant to Article Nine herein and the applicable law.
6. Share Acquisitions that do not imply (A) the acquisition of a 20% Ownership, or (B) a change of Control, may be registered in the Stock Registry Book of the Company, once duly authorized by the Board of Directors and once such transactions have concluded. Share Acquisitions or Voting Agreements that imply (A) the acquisition of a 20% Ownership, or (B) a change of Control, may be registered in the Stock Registry Book of the Company until the moment upon which the tender offer referred to herein has been concluded. Consequently, in this case it will not be possible to exercise the rights arising from the Shares until such tender offer is concluded.
7. The Board of Directors may deny its authorization for a requested acquisition or for the execution of a proposed Voting Agreement, in which case it will inform in writing, the basis and reasons for such denial, The requesting party will have the right to request and hold a meeting with the Board of Directors, or with an ad-hoc committee appointed by the Board of Directors, to explain, extend or clarify the terms of its request, as well as manifest its position through a written document filed before the Board of Directors.
General Provisions
For the purposes herein, it is to be understood that Shares belong to the same Person, when such Shares are (i) owned by any Related Person, or (ii) owned by any Entity, provided that such Entity is owned by the aforementioned Person. Likewise, it will be deemed as the same Person for the purposes herein, the Person or Group of Persons that jointly or coordinately or concentrated with others acquire shares regardless the legal acts that originated such transaction, whether simultaneous or successive. The Board of Directors, considering the definitions contemplated herein, will resolve if one or more Persons that intend to acquire Shares or execute Voting Agreements shall be considered as the same Person for the purposes set forth herein. In such determination that in fact or in law is held by the Board of Directors may be considered.
In the assessments made to authorization requests referred herein, the Board of Directors shall take into consideration the following factors and any other as deemed pertinent, acting in good faith and in the best interest of the Company and its shareholders and in compliance with their duties of loyalty and diligence in terms of the Mexican Securities Market Law and these By-Laws: (i) the price offered by the potential buyer and the type of compensation planned as part of such offer; (ii) any other relevant terms or conditions included in such offer such as the viability of the offer and the origin of the funds to be used for the Acquisition; (iii) the credibility and moral solvency and reputation of the potential buyer; (iv) the effect of the proposed Acquisition or the proposed Voting Agreement in the business of the Company, including its financial and operational position as well as its business prospects; (v) potential conflicts of interest (including those derived from the Person making the request is a Competitor, or an affiliate of a Competitor, as described in the paragraphs above) in the event that the Acquisition or Voting Agreement is not on 100% of the Shares; (vi) the reasons stated by the potential buyer to carry-out the Acquisition or execute the Voting Agreement; and (vii) the quality, precision and truthfulness of the information provided in the potential buyers request.
If the Acquisition of Shares or the execution of a Voting Agreement is to take place, without complying with the requirement of obtaining authorization from the Board of Directors, the Shares regarding such Acquisition or in connection with such Voting Agreement will not grant any rights to vote in any Shareholders Meeting of the Company, at buyers, group of buyers or parties to the relevant contract, agreement or covenant liability. The Shares of such Acquisition or Voting Agreement that have yet to be approved by the Board of Directors shall not be registered in the Companys Stock Registry Book, and the entries made beforehand shall be cancelled, and the Company shall not acknowledge or give any value to the records or listings referred to in article 290 of the Securities Market Law, or any other provision which might substitute it from time to time and other applicable provisions, and shall not be considered as proof of ownership of Shares or grant assistance rights for the Shareholders Meetings, or no legitimacy for the exercise of any legal action, including those of procedural nature.
The authorizations granted by the Board of Directors as referred herein, will have no effect if the information and documentation on which the authorization was based and granted is not or seizes to be true, complete and/or legal.
In the event of any failure to comply on what is set forth herein, the Board of Directors may adopt, among others, the following measures (i) the reversion of the undertaken transactions, with mutual restitution to the parties thereto, or (ii) the sale of the Shares of such Acquisition, to an interested third party approved by the Board of Directors at the minimum reference price resolved by the Board of Directors.
What is provided herein will not be applicable to (i) Share Acquisitions made through legacy or inheritance, or to affiliates or vehicles wholly controlled by the Person carrying out the transfer, (ii) Share Acquisition or the execution of a Voting Agreement by the Company, or by a trust formed by the Company, (iii) Share Acquisition made by a Strategic Partner, or (iv) the transfer into a control trust or similar entity which the shareholders at any moment in the future may form at the time of an initial public offering of the Companys Shares in Mexico.
The provisions herein will apply in addition to the statutes and general rules regarding the acquisition of securities in the markets in which the Shares, or other securities issued referred to such shares, or rights derived therefrom are listed. In the event that this provision counters, in part or in whole, any laws or general provisions, then the law or the general provisions pertaining to acquisition of securities shall prevail.
This Article will be registered in the Public Registry of Commerce of the Companys domicile and shall be transcribed in the share certificates representing the Companys capital stock, in order to be valid against third parties.
The provisions contained herein may only be amended or removed from the By-Laws, through a favorable resolution of at least 95% of the Companys Shares at the time.
ARTICLE TEN. The Strategic Partners shall hold the shares representing capital stock of the Company, as well as the number and percentage over the total amount of all the outstanding shares representing the capital stock of the Company, at all times, in accordance with the Strategic Partners Agreement entered into by the Company with such Strategic Partners. Pursuant to article 367 of the Securities Market Law, the alienations or acquisitions of the shares representing the capital stock or the credit instruments representing such shares, carried-out by such Strategic Partners under the Strategic Partners Agreement, shall not be subject to the restrictions set forth in article 366 of the Securities Market Law or shall not require to be made through a public offering or auctions authorized by the National Banking and Securities Commission, provided that the Company discloses such circumstance to the stock exchange in which the shares representing its capital stock are listed, through the means that the latter determines. The Strategic Partners Agreement shall set forth the terms and conditions under which such acquisitions or alienations shall be made.
For the purposes set forth herein, the following terms shall have the meanings indicated below:
Strategic Partners Agreement means the agreement entered into between the Strategic Partners and the Company pursuant to which, among other things they shall agree upon on terms on which the warrants exercisable for Series A Shares shall be acquired in terms of a private placement and the manner in which they will be exercised (including the cashless exercise) and other covenants related to the issuance of new warrants in the event of early termination or any amendment not convened by such Strategic Partners, and lock-up provisions in respect thereof.
Strategic Partners means Vista Sponsor Holdings, L.P., Miguel Galuccio, Pablo Vera Pinto, Juan Garoby and Alejandro Cherñacov
ARTICLE ELEVEN. The capital stock increases shall be made pursuant to resolutions adopted by the General Shareholders Meeting.
The increases of capital stock in its fixed portion shall be approved by resolutions adopted in Extraordinary Shareholders Meetings, with a corresponding amendment to these By-Laws, while the increases of capital sock in its variable portion shall be approved by resolution adopted in Ordinary Shareholders Meetings, which shall be formalized before a notary public, without it being necessary that the relevant public deed is recorded before the Public Registry of Commerce of the Companys corporate domicile.
In said Meetings, as appropriate, any agreements will be taken in order to set forth the terms and conditions in which said increase shall be made, authority that may be delegated to the Board of Directors.
Additionally, capital increases arising from the capitalization of stockholders equity accounts may be carried out, pursuant to article 116 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and any other applicable provisions, through payment in cash or in kind, capitalization of liabilities or by any other means allowed by the applicable law. In the increases by means of capitalization of stockholders equity accounts, all shares shall have the right to the proportional part that corresponds to them accordingly, without it being necessary to issue new shares representing the increase.
Capital increases, except for those arising from the acquisition by the Company of its own securities, shall be recorded in the Capital Variation Registry Book, which the Company shall open and maintain pursuant to article 219 of the General Law on Commercial Companies, or any other provision that replaces it from time to time, and other applicable provisions.
Except for the assumptions listed in the first paragraph of this Article, shareholders shall have in proportion to the number of shares they hold when the relevant increase is resolved, the preemptive right to subscribe the new shares issued or put into circulation to represent the relevant increase. The foregoing, provided that such preemptive right shall be exercised within 15 calendar days, following the date on which the relevant increase has been published in the electronic system of the Ministry of Economy.
Once the period referred to in the immediately preceding paragraph has expired, and there are still shares pending to be subscribed, these may be offered for their respective subscription and payment, (i) at the price and under the terms and conditions under which they were offered to the shareholders, as resolved by the Board of Directors, or (ii) in any other terms determined by the Board of Directors, to the extent they are not more favorable than those under which the shares were offered to the shareholders.
If in any case, the shares are not subscribed, they may be kept by the Company in its treasury or, otherwise, they may be cancelled, in both cases a prior capital decrease shall be resolved by a Shareholder Meeting to the extent necessary.
ARTICLE TWELVE. The capital stock of the Company shall be reduced upon resolutions by the Ordinary or Extraordinary Shareholders Meeting, in accordance with the provisions set forth in this Article, except for (i) the separation of shareholders referred to in article 206 of the General Law on Commercial Companies or any other provision that replace it from time to time, and other applicable legal provisions; and (ii) the acquisition of its own shares by the Company in accordance with the By-Laws and the Securities Market Law and other applicable legal provisions.
In any case, reductions of the capital stock of the Company may only be effected by means of cash reimbursements to the shareholders, in accordance with article 9 of the General Law on Commercial Companies, precisely in the terms resolved by the General Shareholders Meeting.
Reductions in the fixed portion of the capital stock of the Company shall be made upon resolutions adopted by the Extraordinary Shareholders Meeting, amending for such purposes the By-Laws of the Company and formalizing the relevant minute before a notary public. On the other hand, reductions in the variable portion of the capital stock shall be made upon resolutions adopted by the Ordinary Shareholders Meeting, which shall be formalized before a notary public, without it being necessary to record the relevant public deed before the Public Registry of Commerce of the Companys corporate domicile; provided that when the shareholders exercise their separation right
or when the decreases are a result of the acquisition by the Company of shares representing its own capital stock, no resolution from the Shareholders Meeting will be needed.
Reductions of the capital stock may be resolved to absorb losses in the event that any shareholder exercises its right of separation in terms of article 206 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions, as well as a result of the reacquisition by the Company of shares representing its own capital stock pursuant to these By-Laws, or in any other case allowed under the applicable law.
Capital increases to compensate losses will be carried out proportionally among all shares representing the capital stock, without need to cancel shares as they have no expressed par value.
Shareholders who are holders of securities that are a part of the variable portion of the capital stock, may not exercise their right of withdrawal referred to in article 220 of the General Law on Commercial Companies, or any other provision that the replaces it from time to time, pursuant to article 50 of the Securities Market Law or any other provision replacing it from time to time, and other applicable legal provisions.
All capital reductions shall be duly registered in the Capital Variations Registry Book pursuant to article 219 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions, except for reductions resulting from the acquisition of shares carried-out by the Company.
ARTICLE THIRTEEN. The Company may carry out the redemption of shares with distributable profits without need to reduce the capital stock, provided that, in addition to complying with the provisions of article 136 of the General Law on Commercial Companies or any other provision replacing them from time to time, and other applicable legal provisions, it complies with the following:
(i) If the redemption is intended to redeem all the shareholders, such redemption shall be made in such a way that once the relevant redemption is carried out, the shareholders shall continue to have the same proportion of shares they had before the relevant redemption took place.
(ii) If the redemption is intended to redeem shares that are listed in a stock exchange, such redemption will be made through the acquisition of its own shares on such said stock exchange in accordance with the terms and conditions resolved by the corresponding Shareholders Meeting, which may delegate to the Board of Directors or special deputies the authority to determine the system, prices, terms and other conditions for that end. Once adopted, the relevant resolutions shall be published in the electronic system handled by the Ministry of Economy.
(iii) The redeemed shares and the certificates representing them shall be cancelled, with the corresponding capital decrease.
ARTICLE FOURTEEN. In the event that the Company decides to cancel the registration of its shares before the National Securities Registry, by a resolution adopted in an Extraordinary Shareholders Meeting, with a favorable vote of at least 95% of the shareholders representing the capital stock of the Company, or by resolution of the National Banking and Securities Commission, prior to such cancellation, the Company shall carry out a tender offer within a maximum period of 180 calendar days counted as of the moment in which the demand or authorization from the National Banking and Securities Commission, as the case may be, becomes effective, in accordance with article 108 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions. That offer shall be directed solely to those Persons not belonging to the group of shareholders that exercise Control over the Company.
Shareholders exercising control (as defined in the Securities Market Law) will be collaterally liable before the Company for the compliance of the provisions of this Article, in case of a cancellation demand from the National Banking and Securities Commission.
In order to comply with the provisions of article 108 of the Mexican Securities Market Law, and pursuant to its article 101, the Board of Directors of the Company shall prepare, no later than the 10th business day after the beginning of the tender offer, hearing the Audit and Corporate Practices Committee, and shall disclose to the investing public, its opinion with respect to the price of the tender offer and the conflict of interests that, as the case may be, each of the members of the Board of Directors has in connection with the offering. Such opinion may be accompanied with another one issued by an independent expert. Likewise, the members of the Board of Directors and the Chief Executive Officer of the Company shall disclose to the public, along with the aforementioned opinion, the decision they will take with respect to the shares or securities referred to shares they own.
ARTICLE FIFTEEN. The provisional certificates and the stock certificates of the Company shall comply with the provisions contained in article 125 of the General Law on Commercial Companies or any other provision replacing it from time to time and other applicable provisions, and shall contain the full text of Articles Five and Nine hereof, and shall be signed by 2 (two) members of the Board of Directors.
In addition, the stock certificates representing the shares may or may not differentiate between the shares representing the minimum fixed portion and those shares representing the variable portion of the capital stock of the Company.
In case of stock certificates deposited in an institution for the securities depository, the Company may, prior approval of the institution for the securities depository, deliver multiple certificates or a single certificate that represent the shares subject to the issuance and deposit, and the institution itself shall prepare the entries necessary to determine the rights of the respective depositors.
In the event mentioned in the immediately preceding paragraph, the certificates representing them will be issued with the mention of being deposited in the institution for the securities deposit in question, without the need to express in the document the name, the address, nor the nationality of the holder.
The Company may issue certificates without adhered coupons. In this case, the records issued by the corresponding institution for the deposit of securities shall serve as such accessory coupons for all legal purposes, in terms of the Securities Market Law.
The certificates may be issued electronically in the form of a data message with advanced electronic signature in accordance with the provisions of the Commercial Code and in accordance with the general provisions issued by the Mexican Central Bank, including, among others, the certificates that may be issued using electronic means, as well as the specific and security characteristics that they shall meet for such purposes. Certificates issued in print media may be electronically substituted in the terms of this paragraph in accordance with the general provisions issued by the Mexican Central Bank.
ARTICLE SIXTEEN. The Company shall keep a Stock Registry Book, in accordance with what is set forth in articles 128 and 129 of the General Law on Commercial Companies, or any other provision replacing them from time to time, as well as article 290 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions. The Shareholders Meeting or the Board of Directors of the Company shall resolve as registrar agent, the Secretary of the Company, an institution authorized to deposit securities, a Mexican credit institution or any other person.
The Company shall consider as legitimate holder of the shares representing the capital stock of the Company, the person whose name is registered in the Stock Registry Book.
In the event that the shares representing the capital stock of the Company are placed in a securities market, the indication of said circumstance and of the institution for the deposit of securities in which the certificate or certificates representing them will be sufficient for its registration in such book, and, in such case, the Company will
recognize as shareholders those who prove such character with the certificates issued by the relevant institution for the securities deposit, supplemented by the relevant list of holders of shares formulated by those who appear as depositors in the records, in accordance to Article 290 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions.
The Stock Registry Book shall be closed from the date on which the certificates are issued pursuant to Article 290 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions, until the next business day following the respective Meeting. During such periods no registration will be made in the said book.
CHAPTER III
SHAREHOLDERS MEETINGS
ARTICLE SEVENTEEN. The General Shareholders Meeting is the supreme body and authority of the Company. General Shareholders Meetings may be Ordinary or Extraordinary, as well as Special Shareholders Meetings; and shall always be held in the corporate domicile, except for cases of force majeure or acts of God.
General Extraordinary Shareholders Meetings shall be held to approve any of the matters referred to in article 182 of the General Law on Commercial Companies, articles 48, 53 and 108 of the Securities Market Law, or any other provisions replacing them from time to time, and other applicable provisions, as well as those mentioned in Articles Nine and Nineteen of these By-Laws. All other meetings shall be General Ordinary Shareholders Meetings, including those meetings which deal with increases and reductions to the variable portion of the capital stock.
The Special Shareholders Meetings shall be those installed to handle any matter that may affect the rights granted to the holders of a series of shares of the Company, and shall be subject to the applicable provisions that were established for the Extraordinary Shareholders Meetings in these By-Laws, in connection with installation and voting quorum and minutes formalization.
ARTICLE EIGHTEEN. An Ordinary Shareholders Meeting shall be held at least once each year within the first 4 months following the end of the fiscal year in order to approve the matters listed in the relevant Agenda, the matters referred to in article 181 of the General Law on Commercial Companies, or any other provision replacing it from time to time, as well as the following:
(i) | Discuss, approve or modify the reports of the Chairmen of the Audit Committee and of the Corporate Practices Committee. |
(ii) | Discuss, approve or modify the report of the Chief Executive Officer, pursuant to articles 28, Section IV, and 44, Section XI, of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions. |
(iii) | Discuss, approve or modify the report of the Board of Directors in terms of subparagraph b) of article 172 of the General Law on Commercial Companies, or any other provision replacing it from time to time. |
(iv) | Review the opinion of the Board of Directors regarding the content of the Chief Executive Officers report. |
(v) | Decide on the application of profits, if any. |
(vi) | Appoint the members of the Board of Directors, the Secretary and Deputy Secretary and the members of the committees, as well as their respective substitutes, as the cay may be, and appoint or remove the Chairmen of the Audit Committee and the Corporate Practices Committee. |
(vii) | Qualify the Directors who have the nature of independent. |
(viii) | As the case may be, designate the maximum amount of corporate funds that may be used for the repurchase of securities issued by the Company. |
(ix) | Approve the transactions that the Company intends to carry out in the course of a fiscal year, when such transactions, or a series of transactions considered together on an aggregate basis based on certain shared characteristics (as determined by the Securities Market Law) represent an amount that is 20% or more of the consolidated assets of the Company, determined on the basis of the value of our consolidated assets at the end of the immediately preceding quarter; provided that in such Meetings, the shareholders holding shares with voting rights, including limited or restricted, may vote. |
(x) | Any other matter that should be handled by the Ordinary General Shareholders Meeting in accordance with the applicable law or which is not specifically reserved to an Extraordinary General Meeting. |
ARTICLE NINETEEN. The Extraordinary General Meetings shall handle any of the matters referred to in article 182 of the General Law on Commercial Companies, or any other provision replacing it from time to time. In addition, they will handle any of the matters listed below:
(i) | Provide in the By-Laws measures aimed to prevent the acquisition of securities that grant Control of the company. |
(ii) | Capital increase under the terms of article 53 of the Securities Market Law, or any other provision replacing it from time to time. |
(iii) | Cancellation of the registration of the shares representing the capital of the Company, or the certificates representing them in the National Securities Registry. |
(iv) | Amend the Companys By-Laws. |
(v) | Cancellation by the Company of shares representing the capital stock with distributable profits and issuance of dividend certificates or limited-voting, preferential or any other kind of shares different from ordinary shares. |
(vi) | Other matters for which the applicable law or the By-Laws expressly require a special quorum. |
ARTICLE TWENTY. The Shareholders Meetings may be called by the Board of Directors, the Chairman or the Secretary nonmember of the Board of Directors, by any of the Audit Committee or Corporate Practices Committee. The holders of shares with voting rights, for each 10% holding of the capital stock individually or collectively represented, may request to the Chairman of the Board of Directors or to the relevant Committee, without meeting the percentage set forth in article 184 of the General Law on Commercial Companies, the execution of a Meeting.
In addition, the holder of a share may request a meeting is carried out when one of the assumptions set forth in article 185 of the General Law on Commercial Companies is complied, or any other provision replacing it from time to time, and other applicable provisions. If a call is not made within the 15 days following the request date, a Civil or District Court Judge of the Companys domicile, will make such a call at the request of any interested shareholder, who must prove the ownership of their shares for such purposes.
The calls for the Shareholders Meetings shall be published in the electronic system established by the Ministry of Economy for such purposes and may be published in one of the newspapers of largest circulation in the corporate domicile of the Company, within at least 15 calendar days, in advance of the date on which the relevant Meeting is intended to take place, in terms of article 186 of the General Law on Commercial Companies or any other provision replacing it from time to time, and other applicable provisions.
From the date of the call, to the date on which the relevant Meeting is held, the Company will make available to the shareholders, in its offices, immediately and free of charge, all the information it deems necessary for the Meeting, including the forms referred to in the section III of article 49 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions.
The Shareholders Meetings may be held without prior call in the event that all the shares representing the capital stock with voting rights or the relevant series of shares (in the event of a Special Meeting) are present or represented at the time of the voting.
Notwithstanding the foregoing and in accordance with the second paragraph of article 178 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions, the shareholders may take unanimously resolutions outside of a Meeting, which will have the same validity and effectiveness as if they had been taken in a Shareholders Meeting, as long as the resolutions are in writing.
ARTICLE TWENTY ONE. The shareholders may be represented at the Shareholders Meetings by an attorney-in-fact that has a power-of-attorney granted pursuant to the forms referred to in section III of article 49 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions, or pursuant to a power of attorney granted pursuant to applicable law.
To be admitted to the Shareholders Meetings, the shareholders shall be duly registered in the Stock Registry Book managed by the Company in accordance with article 128 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions, or as the case may be, present the certificates issued by Institution for the Securities Deposit (S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V.), or any other institution that acts as depositary of securities in terms of the set forth in the Securities Market Law.
To assist to a Special or General Shareholders Meeting of the Company, the relevant shareholder must prove to the Secretary nonmember of the Board of Directors of the Company, that such a shareholder is not under the assumptions that require approval by the Board of Directors of the Company set forth in article Ninth herein.
ARTICLE TWENTY TWO. The Ordinary and Extraordinary General Shareholders Meetings shall be chaired by the Chairman of the Board of Directors and in his absence, by the person appointed by the Meeting, by the majority votes of the shares present.
The Secretary nonmember of the Board of Directors or the Deputy Secretary shall act as Secretary of the Shareholders Meetings and in his/her absence, the person appointed by the Shareholders Assembly by the majority votes of the shares present.
The Chairman of the Meeting shall appoint 1 or more inspectors from the shareholders, shareholders representatives or invitees attending to the relevant Meeting, who shall determine the existence or absence of a quorum, and shall count the votes cast when the Chairman of the Meeting requests it.
The relevant Meetings Minutes shall be prepared by the Secretary, and shall be signed by the Chairman and the Secretary of the Meeting, as well as by the individuals who acted as inspectors. Any records regarding such meetings that were not able to transact matters because of a lack of quorum shall also be signed by the Chairman, the Secretary and the inspectors of the relevant meeting.
ARTICLE TWENTY THREE. The Ordinary Shareholders Meetings shall be considered as legally convened, upon first call, if at least 50% of the ordinary shares representing the outstanding capital stock of the Company, and their resolutions will be valid when they have been approved by simple majority of the represented shares present at such Meeting, that have voting rights. In case of second or further calls, the General Ordinary Shareholders Meetings shall be legally convened, regardless of the number of shares present or represented at such a Meeting, and the resolutions shall be approved by simple majority of the shares with voting power present or represented at such a Meeting.
The Extraordinary General Shareholders Meetings shall be considered as legally convened upon first call, if at least 75% of the shares representing the outstanding capital stock of the Company are present or represented at such Meeting. In case of second or further calls, the Extraordinary General Shareholders Meetings shall be legally convened if more than 50% of the shares representing the outstanding capital stock of the Company are present or represented at such Meeting.
The resolutions taken by an Extraordinary General Meeting, irrespective of whether they are legally convened upon first, second or subsequent call, will be valid if they are adopted by at least half of shares representing the outstanding capital stock of the Company, except for the case provided in (i) article nineteen, paragraph (iii), of these By-Laws, case in which the affirmative vote of 95% of shares representing the outstanding capital stock of the Company present or represented at such Meeting, will be required, and (ii) Article Nineteen, paragraph (iv), of these By-Laws, case in which the affirmative vote of 65% of shares representing the outstanding capital stock of the Company present or represented at such Meeting, will be required.
ARTICLE TWENTY FOUR. The Shareholders Meetings minutes and the resolutions adopted unanimously by the shareholders in lieu of a Meeting, as applicable, shall be transcribed in the Shareholders Meetings Minutes Book. Files containing copies of the minutes from each Meeting or unanimous resolutions along with attendance lists, proxies, calls copies, if any, and documents submitted to discussion, such as Board of Directors reports, financial statements of the Company and other relevant documents shall be formed and kept.
In the event on which the transcription of any minute of a Meeting or the resolutions adopted unanimously by the shareholders outside of a Meeting cannot be registered in the Meetings Minutes Registry Book, such minutes or resolutions shall be formalized before a notary public in Mexico.
The Shareholders Meetings minutes, as well as the records regarding such Meetings that were not able to be executed for lack of quorum, shall be signed by the Chairman and Secretary of such Meeting.
ARTICLE TWENTY FIVE. The Company shall grant the following minority rights:
(a) | Pursuant the provisions set forth in section III of the article 50 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions, the holders of the shares with voting rights (even limited or restricted) represented in an Ordinary or Extraordinary General Meeting, for every 10% of the capital stock they hold either individual or jointly, may request to be postponed for 1 time only, for 3 calendar days and without a new call needed, the voting in any matter on which they consider are not sufficiently informed, notwithstanding the percentage provided in the article 199 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions. |
(b) | The holders of the shares with voting rights (even limited or restricted) that individually or jointly represent the 20% or more of the capital stock, may judicially oppose to the resolutions adopted in the General Meetings regarding the ones on which they have voting right, notwithstanding the percentage referred to in article 201 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions. |
(c) | The shareholders that, individually or jointly, are holders of the shares with voting rights (even limited or restricted or without voting right) that represent the 5% or more of the capital stock, shall execute directly the action of liability against any Directors, Chief Executive Officer or any other relevant officer for failing to comply the diligence and loyalty duties, in favor of the Company or the legal entity that this one manages or in the one that has a significant influence. |
(d) | The shareholders that, individually or jointly, hold shares with voting rights (even limited or restricted or without voting right) for each 10% or more of the capital stock represented, shall appoint and/or remove from office through a General Shareholders Meeting, a member of the Board of Directors. Such |
member may only be removed from office if all the members of the Board of Directors are removed, in which case the members who were removed shall not be appointed again during the 12 months following from the date of such removal. |
CHAPTER IV
MANAGEMENT AND SURVEILLANCE
ARTICLE TWENTY SIX. The management of the Company shall be in charge of a Board of Directors. The Board of Directors shall be formed by a maximum of 21 members, pursuant the relevant resolution adopted by the Shareholders Meeting, of which at least the 25% shall be independent, pursuant the terms set forth by the articles 24 and 26 of the Securities Market Law, or any other provision replacing it from time to time and other applicable provisions.
For each Director a respective alternate may be appointed, provided, however, that the alternate Directors of the independent Directors shall have the same capacity.
Independent Directors shall mean any of such persons selected by their experience, capacity and professional reputation who comply with the requirements set forth in the article 26 of the Securities Market Law or by any other provision replacing it from time to time and any other provision provided by the National Banking and Securities Commission.
It will correspond to the Ordinary General Shareholders Meeting to qualify the independence of the Directors. The National Banking and Securities Commission, prior to a hearing right of the Company and the relevant Director concerned, may reject the independence qualification of any Director, when there are existing elements that prove the lack of independence, within a term of 30 business days from the notice made by the Company.
ARTICLE TWENTY SEVEN. The members of the Board of Directors, may be or may not be shareholders of the Company, shall remain in duties until removed and the persons appointed to substitute them take possession of their charges, provided that at all time they shall have legal capacity to perform their duties and shall not be prevented from exercising commerce. Provisions contained in second paragraph of article 24 of the Securities Market Law shall be complied at all times.
The Board of Directors may appoint provisional Directors, without input from a Shareholders Meeting, in the case of the death or disability of a director or expiration of his or her term. A General Shareholders Meeting shall ratify such appointments or appoint the new Directors in the Meeting following such event.
The aforesaid, provided, however that the members of the Board of Directors may only be removed by approval of the Ordinary General Shareholders Meeting.
Members of the Board of Directors appointed by shareholders at the time they authorize the initial public offering of Shares of the Company, shall remain in office at least 24 months after the placement notice of such offering is published by the Company.
ARTICLE TWENTY EIGHT. The members of the Board of Directors of the Company shall be appointed by the majority vote by the shareholders of the Company in an Ordinary General Shareholders Meeting.
ARTICLE TWENTY NINE. Each year, the Shareholders Meeting or otherwise the Board of Directors, shall choose within its members the Chairman of the Board of Directors. Unless provided otherwise, the Chairman of the Board of Directors shall execute and carry out the resolutions adopted by the Shareholders Meeting and the Board of Directors without needing any special resolution.
Likewise the Ordinary General Shareholders Meeting or the Board of Directors, as applicable, shall appoint a Secretary and a Deputy Secretary nonmembers of the Board of Directors but shall be subject to the obligations and duties provided in the applicable law.
Temporary or definitive absences in the Board of Directors shall be covered by the relevant alternates. The Chairman of the Board of Directors shall have the quality vote in the event of a tie.
The Chairman of the Board of Directors may be of any nationality, will chair the meetings of the Board of Directors and, in his absence, such meetings will be chaired by one of the Directors appointed by a majority vote of the other attending Directors.
ARTICLE THIRTY. The Board of Directors Meeting shall be called by the Chairman of the Board of Directors, of the Auditors Committee, of the Corporate Practices Committee, by the Secretary not member of the Board of Directors or by the 25% of the directors by means of written notice, including but not limited to, fax or email, to all the members of the Board of Directors with at least 10 calendar days prior to the date set for execution of the Meeting. In the event that all the Directors are present, the call will not be necessary.
The external auditor may be called in order to assist to any Meeting of the Board of Directors with the right to speak but without a voting right, provided, however, that such auditor will never be present when matters which may imply a conflict of interest of that may comprise his independency are discussed.
The Board of Directors Meeting shall be held, at least 4 times during each financial year, in the domicile of the Company, nevertheless, they may be held in a different domicile or abroad if a majority of the directors approves it, or also by telephone, video conference or any other means that allows the effective and simultaneous participation of its members.
ARTICLE THIRTY ONE. The minutes of the Board of Directors Meetings shall be transcribed into the Board of Directors Meetings Book and shall be signed by all the persons that assisted or, if it is expressly authorized by agreement in the relevant meeting, just by the Chairman of the Board of Directors of the Company and the Secretary nonmember of the Board of Directors of the Company. From each Meeting of the Board of Directors a file shall be formed by the means of which copies of the minutes of the unanimous resolutions by the Board of Directors, copy of the calls, when applicable, as well as all the relevant documents regarding such Meeting shall be kept.
ARTICLE THIRTY TWO. In order for a Board of Directors Meeting to be legally convened, the majority of its members shall be present. The Board of Directors shall adopt its resolutions by the majority vote of its Directors.
Resolutions taken outside of the Board of Directors Meeting by the unanimous vote of the Directors, shall be valid and legally adopted if such resolutions are confirmed by writing and signed by all the members of the Board of Directors. The document in which the written confirmation is evidenced shall be sent to the Secretary of the Company, who will transcribe the relevant resolutions in the corresponding minutes book, and shall indicate that such resolutions were adopted pursuant to these By-Laws.
ARTICLE THIRTY THREE. The Board of Directors shall have the representation of the Company and therefore shall have all the authorities provided in the general powers of attorney for lawsuits and collections, for acts of administration and for acts of ownership, with all the general and special faculties that require a special clause in accordance with the law, in accordance with the terms set forth in the article 2554 of the Civil Code for the Federal District and the correlative provisions of the Civil Codes for each one of the states of Mexico and the Federal Civil Code; therefore, shall represent the Company before all types of administrative and judicial authorities, federal, state or municipal, before the Arbitration and Conciliation Board (Junta de Conciliación y Arbitraje) and other labor authorities and arbitrators. The aforementioned powers, include but are not limited to, authorities to:
(a) | perform all transactions and execute, amend and terminate agreements inherent to the corporate purposes of the Company; |
(b) | open, manage and cancel bank accounts, including but not limited to, the authority to appoint signatories who may draw funds from such account; |
(c) | constitute and withdraw all types of deposits; |
(d) | appoint and remove the Chief Executive Officer and its consideration, as well as the policies for the appointment and consideration of the rest of relevant officers; |
(e) | grant and revoke general and special powers of attorney; |
(f) | open and close branches, agencies and dependencies; |
(g) | execute all the resolutions adopted by the Shareholders Meeting; |
(h) | represent the Company in the event that the Company may have an interest or social participation in other companies or entities, as well as to buy or subscribe shares or partnership interests therein, at the time of its incorporation or at any further time; |
(i) | file all types of claims and resources, and even amparo proceedings, to comprise, comprise in arbitrations, to coordinate or absolve positions, assign or encumber assets, recuse and receive payments, to discuss, negotiate, execute and review collective or individual labor agreements; |
(j) | initiate criminal claims and complaints in order to grant pardon and assist the Public Prosecutor; |
(k) | accept on behalf of the Company mandates of legal entities or persons either national or foreign; |
(l) | authorize the Company or its subsidiaries to constitute real and personal guarantees, as well as any fiduciary involvement in order to secure liabilities of the Company and become a joint obligor, guarantor, aval, and in general as an obligor to the compliance of third parties liabilities and establish the necessary guarantees in order to secure such compliance; |
(m) | approve information and communication policies for the shareholders and the market, among others; |
(n) | call for Ordinary and Extraordinary General and Special Meetings and to execute their resolutions; |
(o) | create committees as deemed appropriate and appoint the members of the Board of Directors who shall form such committees (except for the appointment and ratification of the persons who perform as Chairman of the Auditing Committee and Corporate Practices Committee, who shall be appointed by the Shareholders Meeting); |
(p) | establish the strategies in order to fulfill the purposes of the Company; |
(q) | take care of the matters referred-to in article 28 of the Mexican Securities Market Law or any other provision that replaces it from time to time; |
(r) | approve the terms and conditions for the public offering and transfer of treasury shares of the Company issued pursuant to Article 53 of the Securities Market Law; |
(s) | appoint the person or persons in change of carrying out the acquisition or placement of shares authorized by the Shareholders Meeting, pursuant to article 56 of the Mexican Securities Market Law, as well as the terms and conditions of such acquisitions and placements, within the limits set forth by the Mexican Securities Market Law and the Shareholders Meeting, and inform the Shareholders Meeting of the result, in any fiscal year, of the exercise of such authorities; |
(t) | appoint provisional Directors, pursuant to the provisions of the Mexican Securities Market Law |
(u) | approve the terms and conditions of the judicial agreement through which it is intended to finish any liability action for breach of the diligence or loyalty duties of any Director; |
(v) | general power of attorney for lawsuits and collections and acts of administration for labor matters, without limitation, to be exercised jointly or separately, with all the general powers and the special powers that require a special clause in accordance with the Law, in terms of the first two paragraphs of Articles 2,554 and 2,574 of the Federal Civil Code and the correlative provisions thereof of the Civil Codes of the various states of the Mexican Republic and of the Federal District, to start and withdraw from all kinds of legal actions, including the amparo or amparo adhesivo proceedings, file and withdraw criminal complaints, become assistant of the Public Prosecutor (Ministerio Público) and to grant pardons in favor of the victim. In accordance with Article 2,587 of the Federal Civil Code and the correlative provisions of the Civil Codes of each one of the States of the United Mexican States and the Federal District, that include but are not limited to withdraw from proceedings, to compromise, submit to arbitration, prepare and answer interrogatories, challenge jurisdictions, and make or receive payments and waivers. The powers granted herein may be exercised before all kinds of individuals or entities, or administrative, judicial or labor authorities, of a federal, state or municipal nature. |
In addition, it is hereby granted a power of attorney for lawsuits and collections and for acts of administration for labor matters for the purposes of articles 11, 692
sections I, II and III, related to the articles 786 and 876 of the Federal Labor Law, that include, but are not limited to represent and evidence the Companys capacity in trial and in the conciliation audiences, claims and defenses and in the disclosure audiences, admission and execution of evidence during the procedures, including the presentation of witness evidence in terms of article 787 and 787 of the Federal Labor Law, with authorities to carry out any kind of labor actions, formulate and answer interrogatories, file counterclaims, accept claims and filing of testimonials, to indicate domiciles to receive all kinds of notifications related to the above in terms and for the effects of articles 875, 876 section I and IV, 877, 878, 879 and 880 of the Federal Labor Law, as well as to attend to evidence presentation audiences, in terms of articles 873 and 874 of the Federal Labor Law.
In general, to act as the employers representative and exercise the powers of attorney granted hereby, for each and all matters involving labor authorities or social services referred to in the Federal Labor Law; likewise, the Board of Directors may appear before the Labor Boards (Juntas de Conciliación y Juntas de Conciliación y Arbitraje), either of local or federal jurisdiction. The Board of Directors shall represent the employer for the purposes provided in articles 11, 46 and 47 of the Federal Labor Law and shall be considered as legal representatives of the Company. The Board of Directors shall have the authorities to execute all kinds of agreements and carry out all kinds of actions, including the right to withdraw any evidence or stage of proceeding, to act as representative of the Company in their capacity as managers, in respect to and for all kinds of trials or labor proceedings before any kind of authority, including Labor Inspections (Inspecciones Laborales) carried out by any federal or local labor authority.
Also, it is hereby granted a special power of attorney as broad as required by Law, limited to labor issues to prepare, sign and file all kind of writs, including but not limiting to tax returns, notifications and/or any kind of documents related to tax payments, including payroll tax, contributions, overloads, fines and rights payments, as well as to perform and carry out the procedures and filings derived therefrom, and in general, to carry out any kind of activities related to labor issues on behalf of the Company before any kind of labor, tax and/or social security authorities, whether federal, state or municipal, including but not limiting to the Ministry of Labor and Social Security, the Ministry of Finance and Public Credit, the Tax Administration System, the Federal Treasury, the Mexican Social Security Institute, the National Fund Institute of Housing for Employees and the System of Savings for Retirement.
The Board of Directors shall have the necessary authorities to delegate and substitute, either totally or partially, this power of attorney, in favor of the persons designated for such purposes, reserving at all times, their authorities to exercise in general this power of attorney. The Board of Directors shall be authorized to revoke, either totally or partially, the delegated powers of attorney, pursuant to the authorities granted in this section.
(w) | To grant, revoke and cancel general and special powers of attorney within the scope of its authority, granting their substitution and delegation authority, except for those authorities which exercise is limited to the Board of Directors pursuant to the applicable law or these By-Laws, always keeping the exercise of its authority; and |
(x) | enter into any and all necessary or convenient legal acts in order to fulfill the purposes of the Company. |
The Board of Directors, when applicable, shall additionally have pursuant to the terms set forth in the article 9 of the General Law on Negotiable Instruments and Credit Transactions, a general power-of-attorney to issue, accept and endorse negotiable instruments, as well as to protest them and a general power-of-attorney to open and cancel bank accounts.
ARTICLE THIRTY FOUR. The Secretary nonmember of the Board of Directors shall sign and authorize certified copies or excerpts of the Shareholders Meetings Minutes, Board of Directors Meetings, Capital Variations and Stock Registry Books.
ARTICLE THIRTY FIVE. The General Shareholders Meeting or the Board of Directors may create the committees they deem necessary for their operation.
In addition, the Board of Directors will have the Auditing Committee and the Corporate Practices Committee in accordance to the Securities Market Law, which are exclusively formed by independent Directors and a minimum of 3 members appointed by the Board of Directors, pursuant the terms set forth in the article 25 of the Securities Market Law, or any other provision replacing it from time to time and other applicable provisions.
The Auditing Committee and the Corporate Practices Committee and the other appointed pursuant this article, shall meet in the form and dates or frequency established by each of such Committees in the first or last meeting held during each year (in the latter case regarding the calendar of meeting to be held during the following year), without the need to call for the members for each meeting when such meetings have been previously scheduled in accordance with the meeting calendar approved by the Committee for such purposes. Provided, however, that in order for the Committees meetings to be legally convened, a majority of the members shall be present and the resolutions shall be approved by the majority vote of the members of the relevant Committee.
In addition, each Committee shall meet when decided by the Chairman of such Committee, the Secretary non-member of the Board of Directors or any of its members, prior notice with at least 3 business days in advance to all the members of the Committee and the required alternates. The external auditor of the Company may be invited to the meetings of the Committees, as an invitee with voice but not vote. Committee meetings may be held by telephone or video conference, or by any other means that allows the effective and simultaneous participation of its members.
Decisions may be made outside of meetings of the Committees by unanimous written consent of all Committee members signed by all of the members. Likewise, the Committees may meet at any moment, without prior call, in case all of their members are present.
None of the Committees may delegate all of its authorities to any person, but may appoint deputies to implement their resolutions. The chairman of each Committee will be entitled to individually implement such resolutions without needing express authorization. Each Committee created pursuant to this article, shall inform the Board of Directors on an annual basis about the activities it performs or when its considers that facts or actions material for the Company have occurred. A minute shall be prepared of each meeting of a Committee, which shall be transcribed in a special book. The minute shall evidence the attendance of the members of the Committee and the resolutions adopted, and they shall be signed by the individuals present and the President and Secretary.
For all that is not provided herein or in the Securities Market Law, the Committees shall operate pursuant the functioning rules of the Board of Directors.
The Committees shall give notice at least once a year to the Board of Directors regarding the activities they have carried out.
ARTICLE THIRTY SIX. In accordance to the Securities Market Law, Directors, members of the Audit Committee and of the Corporate Practices Committee and the other persons mentioned in the third paragraph of article thirty seven hereto will have, among others, the following responsibilities:
(i) | Duty of diligence: shall act according to the duty of diligence established in article 30 and in the Securities Market Law and shall request the information they deem appropriate of the Companys officers. |
(ii) | Duty of loyalty: They shall act according to the duty of loyalty contemplated in article 34 and in the Securities Market Law, or any other provision that replaces it from time to time, and other applicable provisions. |
Regarding the provisions contained in the immediately preceding paragraph, as well as in article 35, section VII, and other applicable of the Mexican Securities Market Law, business opportunities shall only mean those opportunities submitted to the relevant person (who is obliged by the duty of loyalty referred-to in the immediately preceding paragraph) exclusively in her/his capacity as Director of the Company, Chief Executive Officer or relevant officer of the Company. The above in the understanding that the directors, the Chief Executive Officer and the other relevant officer of the Company must at all times, comply with the duties imposed by the Mexican Securities Market Law and will not have any benefits or liability waivers to free them from their obligations in accordance with the second paragraph of article 37 of such law.
Failure to comply with the Duty of Diligence or the Duty of Loyalty shall make them jointly liable with other Directors who have also failed to comply, for the damages caused to the Company in the cases in which they have acted in bad faith, willfully or illegally.
At all times, provisions contained in second and third paragraphs of article 34 of the Mexican Securities Market Law shall be complied.
(iii) | Liability Action: The liability resulting from the violation of the duty of diligence or the duty of loyalty shall be exclusively in favor of the Company, as the case may be, and may be exercised by the Company or the shareholders who, individually or jointly, hold shares (including limited votes, restricted or non-voting), representing 5% or more of the capital stock. |
The foregoing, on the understanding that the members of the Board of Directors or the Committees shall not incur in default when they act in good faith or any responsibility exclusion mentioned in article 40 of the Securities Market Law arises, or any other provision replacing it from time to time, and other applicable provisions.
ARTICLE THIRTY SEVEN. The Shareholders Meeting, the Board of Directors, as the case may be, may appoint a Chief Executive Officer, who shall be in charge of the management and execution of the Companys businesses, in accordance with article 44 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions.
In order to fulfill its functions, it shall have the broadest authorities to represent the Company in acts of administration, lawsuits and collections, including special powers that according to the law require a special clause, as well as any other power granted by the Board of Directors. In case of acts of ownership, it shall comply with de provisions of article 28, section VIII, of the Securities Market Law or any other provision replacing it from time to time, and other applicable provisions.
In order to carry out its functions and activities, as well as for the due fulfillment of its obligations, the Chief Executive Officer may appoint and remove the relevant officers, managers, sub managers, agents and employees of the Company and determine, limit or revoke their faculties, liabilities and compensations, and be assisted by the relevant officers appointed for that purpose and any employee of the Company, provided that both the Chief Executive Officer and such officers shall be subject to the liability established in article 29 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions. Likewise, liability exclusions and limitations referred-to in articles 33 and 40 of the Mexican Securities Market Law, or any other provisions that replace them from time to time, shall be applicable.
In addition, the Chief Executive Officer and other key officers shall be liable in the cases referred-to in second paragraph of article 46 of the Mexican Securities Market Law or any other provision that replaces it from time to time.
The Chief Executive Officer is also required to submit to the audit and corporate practices committees proposals for systems of internal control.
ARTICLE THIRTY EIGHT. The surveillance of the management, conduct and execution of the business of the Company shall be vested in the Board of Directors through the Audit Committee and the Corporate Practices Committee, as well as the entity performing the external audit.
Pursuant to article 41 of the Securities Market Law, or any other provision replacing it from time to time, the Company shall not be subject to the provisions of articles 91, section V, 164 to 171, 172 last paragraph, 173 and 176 of the General Law on Commercial Companies or any other provision replacing them from time to time.
The Chairman of the Audit Committee and the Chairman of the Corporate Practices Committee shall be bound to provide an annual report according to article 43 of the Securities Market Law, or any other provision replacing it from time to time.
(a) | Corporate Practices Committee. Such Committee shall have a minimum of 3 members, which shall be independent and shall be appointed by the Shareholders Meeting or the Board of Directors as proposed by the Chairman of the Board of Directors, except for the Chairman, who will be appointed and/or removed from office exclusively by the General Shareholders Meeting, |
and shall have the characteristics referred to in article 43, section I, of the Securities Market Law or any other provision replacing it from time to time, and other applicable provisions. |
The Corporate Practices Committee shall have the functions referred to in article 42, section I, of the Securities Market Law, or any other provision replacing it from time to time, and the general provisions that, for such effect, the National Banking and Securities Commission dictates, as well as other applicable provisions. These functions include, but are not limited to issuing an opinion to the Board of Directors about the Corporate Practices Committees duties, requesting opinions from independent experts in connection with corporate matters that must be submitted for approval of the Board of Directors or with respect to which a conflict of interest exists, calling shareholders meetings and adding issues to their agendas and supporting the Board of Directors in the preparation of reports.
(b) | Audit Committee. It shall have a minimum of 3 members, who shall be independent and shall be appointed by the Shareholders Meeting or the Board of Directors as proposed by the Chairman of the Board of Directors, except for the Chairman who shall be appointed and/or removed from office exclusively by the General Shareholders Meeting and will have the characteristics referred to in article 43, section II, of the Securities Market Law. |
The Audit Committee shall have the functions referred to in article 42, section II, of the Securities Market Law, or any other provision replacing it from time to time, and the general provisions that, for such effect, dictate the National Banking and Securities Commission, as well as other applicable provisions. These functions include, but are not limited to giving an opinion to the Board of Directors about matters entrusted to the Audit Committee, advise on the engagement of external auditors, discussing the financial statements of the Company with the persons responsible for preparing them, informing the Board of Directors about the state of affairs concerning the internal control and audit systems of the Company, preparing an opinion about accounting criteria and policies and, in general, overseeing the corporate conduct of la Company.
In addition, the Company shall retain an external auditor in order to comply with the provisions of the Securities Market Law.
ARTICLE THIRTY NINE. The members of the Board of Directors and the Committees shall not guarantee the performance of their duties.
ARTICLE FORTY. The company shall indemnify and hold harmless the members, alternates and officers of the Board of Directors, the Audit Committee, the Corporate
Practices Committee, any other Committees created by the Company, the Secretary and the Deputy Secretary non-members of the Board of Directors, and the Chief Executive Officer and other relevant officers, in relation to the performance of their duties, such as any claim, demand, proceeding or investigation initiated in Mexico or in any of the countries in which the Companys shares are registered or listed, other securities issued on the basis of such shares or other fix or variable income securities issued by the Company itself, or in any jurisdiction where the Company or the companies it controls operate, in which such persons may be parties as members of such bodies, owners or alternates, and officials, including the payment of any damages or losses that have been caused and the amounts necessary to arrive, if deemed appropriate, to a transaction, as well as the total fees and expenses of lawyers (reasonably and documented) and other advisors to be retained to ensure the interests of such persons in the aforementioned cases, on the understanding that the Board of Directors shall be the body empowered to resolve, in the aforementioned cases, whether it considers convenient to retain the services of lawyers and other different advisors to those who are advising the Company in the relevant case. This indemnity shall not apply if such claims, demands, proceedings or investigations result from gross negligence, willful misconduct, bad faith or illegally pursuant to the applicable law of the indemnified party concerned. Furthermore, the Company may purchase, in favor of the members of the Board of Directors, the Audit Committee, the Corporate Practices Committee and any other committees formed by the Company, of the Chief Executive Officer or any other relevant officer, the insurance, bond or guarantee which covers the amount of the indemnity for the damages caused by his/her performance within the Company or entities controlled by the Company or in which the Company has significant influence, except in the event of acts of malice or bad faith, or illicit acts in accordance with the Mexican Securities Market Law or other applicable law.
CHAPTER V
FISCAL YEAR, FINANCIAL INFORMATION, AND PROFITS AND LOSES
ARTICLE FORTY ONE. Unless otherwise provided under applicable law, the fiscal year shall have a duration of 12 calendar months, commencing on January 1st of each year and ending on December 31st of the same year; with the exception of the fiscal year in which the Company is incorporated, which will start on the date of its incorporation and end on December 31st of the corresponding year or in case the Company is liquidated or merged, in which case the fiscal year will end in advance.
ARTICLE FORTY TWO. Within 4 months following the closing date of each fiscal year, the Chief Executive Officer and the Board of Directors shall prepare a report including the financial information and any other information that is necessary in accordance with the applicable legal provisions, within its attributions pursuant to the provisions of the Securities Market Law and such report will be presented by the Board of Directors to the General Shareholders Meeting
The financial information will be reviewed and commented upon, by the Audit Committee and the Corporate Practices Committee, prior to its presentation to the General Shareholders Meeting.
ARTICLE FORTY THREE. Each year the shareholders by means of the Ordinary General Shareholders Meeting will separate from the net profits the percentage indicated by the Shareholders Meeting, which shall not be less than 5%, to form the legal reserve fund, until such fund is equivalent to, at least, one-fifth of the stock capital.
Such fund will be recreated in the same manner when it is diminished for any reason.
In addition, it shall separate the amounts, when appropriate, to create or increase other capital reserves, whether general or special, and separate the amount that the Shareholders Meeting determines for the acquisition of the Companys own shares in accordance with applicable law and what is provided herein.
The remaining amount shall be applied as determined by the Shareholders Meeting.
The rest of the net profits will be applied, at the discretion of the shareholders, in the Ordinary General Shareholders Meeting.
The losses, if any, will be absorbed in the first instance by the reserves and depleted, by the stock capital.
CHAPTER VI
DISSOLUTION AND LIQUIDATION
ARTICLE FORTY FOUR. The company shall be dissolved upon occurrence of any of the events described in article 229 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions. The dissolution of the Company shall cause the cancellation of the registration of the shares representing the capital of the Company, or the certificates representing them in the National Securities Registry.
ARTICLE FORTY FIVE. Once the Company has been dissolved, it shall be placed in liquidation, which would be in charge of one or more liquidators, who in such case shall act together as agreed by the Shareholders Meeting. The Shareholders Meeting will also set the deadline for the exercise of their position(s) as well as the remuneration that will correspond to them.
The liquidator(s) will proceed with the liquidation and the distribution of the remaining, if any, in proportion to the shares held by the shareholders, in accordance to the provisions in the General Law on Commercial Companies.
CHAPTER VII
GENERAL PROVISIONS
ARTICLE FORTY SIX. In all matters not specifically provided herein, the provisions of the General Law on Commercial Companies, the Securities Market Law and general provisions issued by the National Banking and Securities Commission will be applied.
ARTICLE FORTY SEVEN. For the interpretation and compliance of these By-Laws, the shareholders expressly submit to the competent courts of Mexico City, waiving to any other jurisdiction that may correspond to them by virtue of their present or future domiciles or for any other reason.
Exhibit 2.2
Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934
American Depositary Shares (ADSs) representing one series A share (or a right to receive one series A share), with no par value (the Series A Shares) of Vista Energy, S.A.B. de C.V. (Vista), are listed and trade on the New York Stock Exchange and, in connection with this listing (but not for trading), our Series A Shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description of the rights of (i) the holders of our Series A Shares and (ii) ADS holders. Series A Shares underlying the ADSs are deposited with Banco S3 México S.A., Institución de Banca Múltiple, as custodian for the Bank of New York Mellon (the Depositary), as depositary, and holders of ADSs will not be treated as holders of our Series A Shares.
Disclosures under the following items are not applicable to us and have been omitted: debt securities (Item 12.A of Form 20-F), warrants and rights (Item 12.B of Form 20-F) and other securities (Item 12.C of Form 20-F).
Series A Shares
Type and Class of Securities (Item 9.A.5 of Form 20-F)
Our Series A Shares are book-entry ordinary shares with no par value. Each ADS represents one Series A Share (or a right to receive one Series A Share) deposited with Banco S3 Caceis México S.A., Institución de Banca Múltiple, as custodian for the Depositary in Mexico. The amount of Series A Shares issued as of the last of day of the financial year covered by the annual report to which this exhibit is attached is given on the cover page of the annual report.
For a description of arrangements for transfer and restrictions on the free transferability of the Series A Shares, see Item 10Additional InformationMemorandum and Articles of AssociationRestrictions on the Transfer of Shares in the annual report to which this exhibit is attached.
Preemptive Rights (Item 9.A.3 of Form 20-F)
For a description of preemptive rights, see Item 10Additional InformationMemorandum and Articles of AssociationPreferred Subscription Rights in the annual report to which this exhibit is attached.
Limitations or Qualifications (Item 9.A.6 of Form 20-F)
For a description of certain restrictions, see Item 10Additional InformationMemorandum and Articles of AssociationRestrictions on the Transfer of Shares and Item 10Additional InformationMemorandum and Articles of AssociationLoss of Rights over the Shares in the annual report to which this exhibit is attached.
Other rights (Item 9.A.7 of Form 20-F)
Not applicable.
Rights of the Shares (Item 10.B.3 of Form 20-F)
See Item 10Additional InformationMemorandum and Articles of AssociationVoting Rights, Item 10Additional InformationMemorandum and Articles of AssociationRedemption, Item 10Additional InformationMemorandum and Articles of AssociationMinority Rights, Item 10Additional InformationMemorandum and Articles of AssociationShareholders Meetings, Item 10Additional InformationMemorandum and Articles of AssociationDissolution and Liquidation and Item 10Additional InformationMemorandum and Articles of AssociationRestrictions on the Transfer of Shares in the annual report to which this exhibit is attached.
Requirements for Amendments of Articles of Incorporation (Item 10.B.4 of Form 20-F)
See Item 10Additional InformationMemorandum and Articles of AssociationShareholders Meetings in the annual report to which this exhibit is attached.
Limitations on the Rights to Own Our Shares (Item 10.B.6 of Form 20-F)
See Item 10Additional InformationMemorandum and Articles of AssociationRestrictions on the Transfer of Shares in the annual report to which this exhibit is attached.
Provisions Affecting Any Change of Control (Item 10.B.7 of Form 20-F)
See Item 10Additional InformationMemorandum and Articles of AssociationRestrictions on the Transfer of Shares in the annual report to which this exhibit is attached.
Ownership Threshold (Item 10.B.8 of Form 20-F)
See Item 10Additional InformationMemorandum and Articles of AssociationRestrictions on the Transfer of Shares in the annual report to which this exhibit is attached.
Differences Between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)
See Item 10Additional InformationMemorandum and Articles of AssociationLoss of Rights over the Shares. Article Forty Seven of the bylaws provides that For the interpretation and compliance of these By-Laws, the shareholders expressly submit to the competent courts of Mexico City, waiving to any other jurisdiction that may correspond to them by virtue of their present or future domiciles or for any other reason.
Changes in Our Capital (Item 10.B.10 of Form 20-F)
For a description of changes in our capital stock, see Item 10Additional InformationMemorandum and Articles of AssociationMovements in Our Capital Stock in the annual report to which this exhibit is attached.
American Depositary Shares (Item 12.D.1and 12.D.2 of Form 20-F)
The Bank of New York Mellon, as Depositary, will register and deliver ADSs. Each ADS will represent one Series A Share (or a right to receive one Series A Share) deposited with Banco S3 Caceis México S.A., Institución de Banca Múltiple, as custodian for the Depositary in Mexico. Each ADS will also represent any other securities, cash or other property which may be held by the Depositary. The deposited Series A Shares together with any other securities, cash or other property held by the Depositary are referred to as the deposited securities. The Depositarys office at which the ADSs will be administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.
The way in which you own your ADSs (e.g., in a brokerage account versus a registered holder or as a holder of certificated versus uncertificated ADSs) may affect your rights and obligations, and the manner in which, and to the extent which, the Depositary banks services are available to you. As a holder of ADSs, you may hold ADSs either (a) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (b) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also referred to as DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes that you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out about those procedures.
Registered holders of uncertificated ADSs will receive statements from the Depositary confirming their holdings.
As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Mexican law governs shareholder rights. The Depositary will be the holder of the Series A Shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the Depositary, ADS holders, and all other persons indirectly holding or beneficially owning ADSs sets out ADS holder rights as well as the rights and obligations of the Depositary. New York law governs the deposit agreement and the ADSs. To exercise any shareholder rights directly, you will, as an ADS holder, need to surrender your ADSs and become a direct shareholder.
The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. Directions on how to obtain copies of those documents are provided under Where You Can Find More Information.
Dividends and Other Distributions
How will you receive dividends and other distributions on the Series A Shares?
The Depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of Series A Shares your ADSs represent. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations.
Cash. Whenever we make a cash distribution in respect of the securities on deposit with the custodian, we will deposit the funds with the custodian. The Depositary will convert any cash dividend or other cash distribution we pay on the Series A Shares into U.S. Dollars, if such conversion is permitted under applicable foreign exchange regulations in place at such time, and if it can do so on a reasonable basis and can transfer the U.S. Dollars to the United States. If that is not possible or if any governmental approval is needed and cannot be obtained, the deposit agreement allows the Depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. The Depositary will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
Before making a distribution, any fees, expenses, withholding taxes, or other governmental charges that must be paid or that are payable by the holders under the terms of the deposit agreement will be deducted. The Depositary will distribute only whole U.S. Dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the Depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.
Shares. The Depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The Depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the Depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The Depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.
Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the Depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the Depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them.
The Depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the Depositary that it is legal to do so. If the Depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of Series A Shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the Depositary.
U.S. securities laws may restrict the ability of the Depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
Other distributions. The Depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the Depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the Depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The Depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the Depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
The Depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on Series A Shares or any value for them if it is illegal or impractical for us to make them available to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The Depositary will deliver ADSs on your behalf if you or your broker deposits Series A Shares or evidence of rights to receive Series A Shares with the custodian in Indeval. Upon payment of any fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.
The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the Series A Shares have been duly transferred to the custodian. The depositary bank will only deliver whole ADSs.
When you make a deposit of Series A Shares, you will be responsible for transferring good and valid title to the Depositary. As such, you will be deemed to represent and warrant that:
| The Series A Shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained; |
| all preemptive (and similar) rights, if any, with respect to such Series A Shares have been validly waived or exercised; |
| you are duly authorized to deposit the Series A Shares; and |
| the Series A Shares presented for deposit will not be restricted securities (as defined in the deposit agreement). |
If any of the representations or warranties are incorrect in any way, we and the Depositary bank may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.
How can ADS holders withdraw the deposited securities?
You may surrender your ADSs to the Depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian; provided that our Series A Shares deposited in Indeval may only be delivered to an account opened in such institution by an authorized financial institution. Or, at your request, risk and expense, the Depositary will deliver the deposited securities at its office, if feasible. However, the Depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share or other security. The Depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities, and such delivery would be made to an account in Indeval if the deposited securities are held in such institution.
The Depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the Depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the Series A Shares represented by your ADSs may be delayed until the Depositary receives satisfactory evidence of compliance with all applicable laws and regulations.
Your Right to Receive the Shares Underlying your ADSs
ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:
| when temporary delays arise because: (i) the Depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders meeting; or (iii) we are paying a dividend on our shares; |
| when you owe money to pay fees, taxes and similar charges; or |
| when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities. |
This right of withdrawal may not be limited by any other provision of the deposit agreement.
How do ADS holders interchange between certificated ADSs and uncertificated ADSs?
You may surrender your ADR to the Depositary for the purpose of exchanging your ADR for uncertificated ADSs. The Depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the Depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the Depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.
Voting Rights
How do you vote?
ADS holders may instruct the Depositary to vote the number of deposited shares their ADSs represent. If we request the Depositary to solicit your voting instructions (and we are not required to do so), the Depositary will notify you of a shareholders meeting and arrange to deliver or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the Depositary how to vote. For instructions to be valid, they must reach the Depositary by a date set by the Depositary.
The Depositary will try, as far as practical, subject to the laws of Mexico and of our bylaws or similar documents, to vote or to have its agents vote the Series A Shares or other deposited securities as instructed by ADS holders. If we do not request the Depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the Depositary may try to vote as you instruct, but it is not required to do so.
Except by instructing the Depositary as described above, you wont be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any event, the Depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote in accordance with instructions received from ADS holders or as described in the following sentence. If (i) we asked the Depositary to solicit your instructions at least 40 days before the meeting date, (ii) the Depositary does not receive voting instructions from you by the specified date and (iii) we confirm to the Depositary that:
| we wish to receive a proxy to vote uninstructed shares; |
| we reasonably do not know of any substantial shareholder opposition to a particular question; and |
| the particular question is not materially adverse to the interest of shareholders, |
the Depositary will consider you to have authorized and directed it to give, and it will give, a discretionary proxy to a person designated by us to vote the number of deposited securities represented by your ADSs as to that question.
We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the Depositary to vote your shares. In addition, the Depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your shares are not voted as you requested.
In order to give you a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to deposited securities, only if we request the Depositary to act, we agree to give the Depositary notice of any such meeting and details concerning the matters to be voted upon at least 40 days in advance of the meeting date. For the avoidance of doubt, if we do not request the Depositary to act, we will only be required to give the Depositary such notice and details at least 15 days in advance.
Fees and Expenses
Persons depositing or withdrawing shares or ADS holders must pay: |
For: | |
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |
US$.05 (or less) per ADS | Any cash distribution to ADS holders | |
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the Depositary to ADS holders | |
US$.05 (or less) per ADS per calendar year | Depositary services | |
Registration or transfer fees | Transfer and registration of shares on our share register to or from the name of the Depositary or its agent when you deposit or withdraw shares | |
Expenses of the Depositary | Cable and facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. dollars | |
Taxes and other governmental charges the Depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | As necessary | |
Any charges incurred by the Depositary or its agents for servicing the deposited securities | As necessary |
The Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for Depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The Depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
From time to time, the Depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the Depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the Depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the Depositary and that may earn or share fees, spreads or commissions.
The Depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the Depositary or its affiliate receives when buying or selling foreign currency
for its own account. The Depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the Depositarys obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.
Payment of Taxes
You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. We, the Depositary bank and the custodian may withhold or deduct from any distribution the taxes and governmental charges payable by holders and the Depositary may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.
The Depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the Depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes. You are required to indemnify us, the Depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.
Tender and Exchange Offers; Redemption; Replacement or Cancellation of Deposited Securities
The Depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADS holder surrendering ADSs and subject to any conditions or procedures the Depositary may establish.
If deposited securities are redeemed for cash in a transaction that is mandatory for the Depositary as a holder of deposited securities, the Depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.
If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the Depositary receives new securities in exchange for or in lieu of the old deposited securities, the Depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the Depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the Depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.
If there is a replacement of the deposited securities and the Depositary will continue to hold the replacement securities, the Depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
If there are no deposited securities underlying ADSs, including if the deposited securities are canceled, or if the deposited securities underlying ADSs have become apparently worthless, the Depositary may call for surrender or of those ADSs or cancel those ADSs upon notice to the ADS holders.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the Depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the Depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the
Depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.
How may the deposit agreement be terminated?
The Depositary will initiate termination of the deposit agreement if we instruct it to do so. The Depositary may initiate termination of the deposit agreement if
| 60 days have passed since the Depositary told us it wants to resign but a successor Depositary has not been appointed and accepted its appointment; |
| we delist the ADSs from an exchange on which they were listed and do not list the ADSs on another exchange; |
| we appear to be insolvent or enter insolvency proceedings; |
| all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities; |
| there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or |
| there has been a replacement of deposited securities. |
If the deposit agreement will terminate, the Depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the Depositary may sell the deposited securities. After that, the Depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the Depositary will sell as soon as practicable after the termination date.
After the termination date and before the Depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the Depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind if it would interfere with the selling process. The Depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The Depositary will continue to collect distributions on deposited securities, but after the termination date, the Depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADS holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.
Limitations on Obligations and Liability to ADR holders
Limits on our obligations and the obligations of the Depositary; limits on liability to Holders of ADSs
The deposit agreement expressly limits our obligations and the obligations of the Depositary. It also limits our liability and the liability of the Depositary. We and the Depositary:
i. are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the Depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;
ii. are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care and effort from performing our or its obligations under the deposit agreement;
iii. are not liable if we or it exercises discretion permitted under the deposit agreement;
iv. are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
v. have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;
vi. may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person;
vii. are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
viii. the Depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.
In the deposit agreement, we and the Depositary agree to indemnify each other under certain circumstances.
Requirements for Depositary Actions
Before the Depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the Depositary may require:
(i) payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;
(ii) satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
(iii) compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
The Depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the Depositary or our transfer books are closed or at any time if the Depositary or we think it advisable to do so.
Direct Registration System
In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, or Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS which allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the Depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the ADS holder to register that transfer.
In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the Depositary will not determine whether the DTC participant which is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the Depositarys reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with the deposit agreement, will not constitute negligence or bad faith on the part of the Depositary.
Reports and Other Communications
Shareholder Communications; Inspection of Register of Holders of ADSs
The Depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The Depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.
Jury Trial Waiver
The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the Depositary arising out of or relating to our Series A Shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the Depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law.
However, you will not, by agreeing to the terms of the deposit agreement, be deemed to have waived our or the Depositarys compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.
Exhibit 8.1
List of Subsidiaries of Vista Energy, S.A.B de C.V.
Subsidiary |
Jurisdiction of incorporation |
Name under which the subsidiary does business | ||
Vista Energy Argentina S.A.U. | Argentina | Vista Argentina | ||
Vista Oil & Gas Holding I, S.A. de C.V. | Mexico | Vista Holding I | ||
Vista Oil & Gas Holding II, S.A. de C.V. | Mexico | Vista Holding II | ||
Aleph Midstream S.A. | Argentina | Aleph Midstream | ||
Aluvional S.A. | Argentina | Aluvional | ||
AFBN S.R.L | Argentina | AFBN | ||
Vista Holding VII Sarl | Luxemburg | Vista Holding VII |
Exhibit 12.1
CERTIFICATION
I, Miguel Galuccio, certify that:
1. | I have reviewed this annual report on Form 20-F of Vista Energy, S.A.B. de C.V.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: April 26, 2022
By: | /s/ Miguel Galuccio | |||
Name: |
Miguel Galuccio | |||
Title: |
Chief Executive Officer |
Exhibit 12.2
CERTIFICATION
I, Pablo Manuel Vera Pinto, certify that:
1. | I have reviewed this annual report on Form 20-F of Vista Energy, S.A.B. de C.V.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: April 26, 2022
By: | /s/ Pablo Manuel Vera Pinto | |||
Name: | Pablo Manuel Vera Pinto | |||
Title: | Chief Financial Officer |
Exhibit 13.1
Certification by CEO and CFO pursuant to Section 1350, as adapted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
The certification set forth below is being furnished to the Securities and Exchange Commission, in connection with Vista Energy, S.A.B. de C.V.s Annual Report on Form 20-F for the year ended December 31, 2021 (the Annual Report) solely for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act) and Section 1350 of Chapter 63 of Title 18 of the United States Code as adapted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
Miguel Galuccio, the Chief Executive Officer and Pablo Manuel Vera Pinto, the Chief Financial Officer of Vista Energy, S.A.B. de C.V. each certifies that, to the best of their knowledge:
1. | the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Vista Energy, S.A.B. de C.V. |
Date: April 26, 2022
By: | /s/ Miguel Galuccio | |||
Name: | Miguel Galuccio | |||
Title: | Chief Executive Officer | |||
By: | /s/ Pablo Manuel Vera Pinto | |||
Name: | Pablo Manuel Vera Pinto | |||
Title: | Chief Financial Officer |
Exhibit 15.1
DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
April 20, 2022
Vista Oil & Gas, S.A.B. de C.V.
Calle Volcán 150, Floor 5
Colonia Lomas de Chapultepec, Alcaldía Miguel Hidalgo
Mexico City, 11000
Mexico
Ladies and Gentlemen:
We hereby consent to the references to DeGolyer and MacNaughton as set forth under the headings Presentation of InformationPresentation of Oil and Gas Information, Item 4. Information on the Company, and Item 19. Exhibits in the Annual Report on Form 20-F of Vista Oil & Gas, S.A.B. de C.V. (Vista) for the year ended December 31, 2021 (the Annual Report). We further consent to the inclusion of our report of third party dated February 1, 2022 (our Report), as Exhibit No. 99.1 in the Annual Report. Our Report contains our opinions regarding our estimates, as of December 31, 2021, of the net proved oil, condensate, natural gas liquids, and gas reserves of certain properties in Argentina in which Vista has represented it holds an interest.
We confirm that we have read the Annual Report and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from our Report or that are within our knowledge as a result of the services performed by us in connection with the preparation of our Report.
Very truly yours, |
/s/ DeGolyer and MacNaughton |
DeGOLYER and MacNAUGHTON |
Texas Registered Engineering Firm F-716 |
Exhibit 15.2
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the inclusion in this Form 20-F by Vista Oil & Gas Holding II S.A. de C.V. (the Company) for the year ended December 31, 2021, of our report dated April 19, 2022, with respect to the estimates of reserves and future net revenue of the Company as of December 31, 2021, and to all references to our firm included in this Form 20-F with the provision that we accept responsibility only to the extent provided in the engagement agreement dated July 20, 2021, between the Company and us.
NETHERLAND, SEWELL & ASSOCIATES, INC. | ||
By: | /s/ C.H. (Scott) Rees III, P.E. | |
C.H. (Scott) Rees III, P.E. | ||
Chairman and Chief Executive Officer |
Dallas, Texas
April 20, 2022
Exhibit 99.1
DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
February 1, 2022
Vista Oil & Gas S.A.B. de C.V.
Calle Volcán 150, Piso 5
Colonia Lomas de Chapultepec, Alcaldía Miguel Hidalgo
Mexico City, 1100
Mexico
Ladies and Gentlemen:
Pursuant to your request, this report of third party presents an independent evaluation, as of December 31, 2021, of the extent of the estimated net proved oil, condensate, natural gas liquids (NGL), and gas reserves of certain properties in which Vista Oil & Gas S.A.B. de C.V. (Vista) has represented it holds an interest. This evaluation was completed on February 1, 2022. The properties evaluated herein are located in the Neuquén Basin and the Noroeste Basin in Argentina. Vista has represented that these properties account for approximately 97.5 percent on a net equivalent barrel basis of Vistas net proved reserves as of December 31, 2021. The net proved reserves estimates have been prepared in accordance with the reserves definitions of Rules 410(a) (1)(32) of Regulation SX of the United States Securities and Exchange Commission (SEC). This report was prepared in accordance with guidelines specified in Item 1202 (a)(8) of Regulation SK and is to be used for inclusion in certain SEC filings by Vista.
Reserves estimates included herein are expressed as net reserves. Gross reserves are defined as the total estimated petroleum remaining to be produced from these properties after December 31, 2021. Net reserves are defined as that portion of the gross reserves attributable to the interests held by Vista after deducting all interests held by others.
Estimates of reserves should be regarded only as estimates that may change as further production history and additional information become available. Not only are such estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.
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DeGolyer and MacNaughton |
Information used in the preparation of this report was obtained from Vista. In the preparation of this report we have relied, without independent verification, upon information furnished by Vista with respect to the property interests being evaluated, production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, and various other information and data that were accepted as represented. A field examination was not considered necessary for the purposes of this report.
Definition of Reserves
Petroleum reserves estimated in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used by us in this report are in accordance with the reserves definitions of Rules 410(a)(1)(32) of Regulation SX of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:
Proved oil and gas reserves Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically produciblefrom a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulationsprior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
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DeGolyer and MacNaughton |
(i) The area of the reservoir considered as proved includes:
(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.
(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.
(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.
(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:
(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.
(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.
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DeGolyer and MacNaughton |
Developed oil and gas reserves Developed oil and gas reserves are reserves of any category that can be expected to be recovered:
(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and
(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.
Undeveloped oil and gas reserves Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.
(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.
(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.410 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.
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DeGolyer and MacNaughton |
Methodology and Procedures
Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with the reserves definitions of Rules 410(a) (1)(32) of Regulation SX of the SEC and with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (revised June 2019) Approved by the SPE Board on 25 June 2019 and in Monograph 3 and Monograph 4 published by the Society of Petroleum Evaluation Engineers. The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.
Based on the current stage of field development, production performance, the development plans provided by Vista, and analyses of areas offsetting existing wells with test or production data, reserves were classified as proved. The proved undeveloped reserves estimates were based on opportunities identified in the plan of development provided by Vista.
Vista has represented that its senior management is committed to the development plan provided by Vista and that Vista has the financial capability to execute the development plan, including the drilling and completion of wells and the installation of equipment and facilities.
For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production as defined under the Definition of Reserves heading of this report or the expiration of the concession, as appropriate.
In certain cases, reserves were estimated by incorporating elements of analogy with similar wells or reservoirs for which more complete data were available.
In the evaluation of undeveloped reserves, type- well analysis was performed using well data from analogous reservoirs for which more complete historical performance data were available.
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DeGolyer and MacNaughton |
For the evaluation of unconventional reservoirs, a performance-based methodology integrating the appropriate geology and petroleum engineering data was utilized for this report. Performance-based methodology primarily includes (1) production diagnostics, (2) decline-curve analysis, and (3) model-based analysis (if necessary, based on availability of data). Production diagnostics include data quality control, identification of flow regimes, and characteristic well performance behavior. These analyses were performed for all well groupings (or type-curve areas).
Characteristic rate-decline profiles from diagnostic interpretation were translated to modified hyperbolic rate profiles, including one or multiple b-exponent values followed by an exponential decline. Based on the availability of data, model-based analysis may be integrated to evaluate long-term decline behavior, the effect of dynamic reservoir and fracture parameters on well performance, and complex situations sourced by the nature of unconventional reservoirs.
Data provided by Vista from wells drilled through December 31, 2021, and made available for this evaluation were used to prepare the reserves estimates herein. These reserves estimates were based on consideration of monthly production data available for certain properties only through September 2021. Estimated cumulative production, as of December 31, 2021, was deducted from the estimated gross ultimate recovery to estimate gross reserves. This required that production be estimated for 3 months.
Oil and condensate reserves estimated herein are to be recovered by normal field separation. NGL reserves estimated herein include pentanes and heavier fractions (C5+) and liquefied petroleum gas (LPG), which consists primarily of propane and butane fractions, and are the result of low-temperature plant processing. Oil, condensate, C5+, and LPG reserves included herein are expressed in thousands of barrels (103bbl). In these estimates, 1 barrel equals 42 United States gallons. For reporting purposes, oil and condensate reserves have been estimated separately and are presented herein as a summed quantity.
Gas quantities estimated herein are expressed as marketable gas and sales gas. Marketable gas is defined as the total gas produced from the reservoir after reduction for shrinkage resulting from field separation; processing, including removal of the nonhydrocarbon gas to meet pipeline specifications; and flare and other losses but not from fuel usage. Sales gas is defined as the total gas to be produced from the reservoirs, measured at the point of delivery, after reduction for fuel usage, flare, and shrinkage resulting from field separation and processing. Gas reserves estimated herein are reported as marketable gas and sales gas. Gas quantities are expressed at a temperature base of 60 degrees Fahrenheit (°F) and at a pressure base of 14.696 pounds per square inch absolute (psia). Gas quantities included in this report are expressed in millions of cubic feet (106ft3).
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DeGolyer and MacNaughton |
Gas quantities are identified by the type of reservoir from which the gas will be produced. Nonassociated gas is gas at initial reservoir conditions with no oil present in the reservoir. Associated gas is both gas-cap gas and solution gas. Gas-cap gas is gas at initial reservoir conditions and is in communication with an underlying oil zone. Solution gas is gas dissolved in oil at initial reservoir conditions. Gas quantities estimated herein include both associated and nonassociated gas.
VISTA has represented that it has signed a joint venture agreement (UTE) with Trafigura for the development of 20 horizontal wells in the unconventional reservoirs of the Bajada del Palo Oeste concession. Under this agreement, VISTA granted a 20-percent working interest in these wells to Trafigura and retained the remaining 80-percent working interest and the operatorship.
Primary Economic Assumptions
This report has been prepared using initial prices, expenses, and costs provided by Vista in United States dollars (U.S.$). Future prices were estimated using guidelines established by the SEC and the Financial Accounting Standards Board (FASB). The following economic assumptions were used for estimating the reserves reported herein:
Oil, Condensate, C5+, and LPG Prices
Vista has represented that the oil, condensate, C5+, and LPG prices were based on a reference price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual agreements. Vista supplied differentials to a Brent reference price of U.S.$68.92 per barrel and the prices were held constant thereafter. The volume-weighted average adjusted product prices attributable to the estimated proved reserves were U.S.$54.99 per barrel of oil, condensate, and C5+ and U.S.$26.67 per barrel for LPG. These prices were not escalated for inflation.
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DeGolyer and MacNaughton |
Gas Prices
Vista has represented that the gas prices for the properties evaluated herein are defined by contractual agreements based on specific market conditions; in addition, for certain volumes of gas Vista is paid an incentive gas price that is subsidized by the Argentine government through 2024. The incentive gas sales price is U.S.$3.29 per million Btu for 2021 through 2024. The gas sales price for all other volumes and for 2025 forward is U.S.$2.85 per million Btu. Vista provided a calorific value for each concession to convert these prices to U.S.$ per thousand cubic feet. The volume-weighted average adjusted gas price attributable to estimated proved reserves was U.S.$3.92 per thousand cubic feet.
Operating Expenses, Capital Costs, and Abandonment Costs
Estimates of operating expenses, provided by Vista and based on current expenses, were held constant for the lives of the properties. Future capital expenditures, provided by Vista, were estimated using 2021 values and were not adjusted for inflation. Abandonment costs, which are those costs associated with the removal of equipment, plugging of wells, and reclamation and restoration associated with the abandonment, were provided by Vista for all properties and were not adjusted for inflation. Operating expenses, capital costs, and abandonment costs were considered in determining the economic viability of the undeveloped reserves estimated herein.
In our opinion, the information relating to estimated proved reserves of oil, condensate, C5+, LPG, and gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4, 932-235-50-6, 932-235-50-7, and 932-235-50-9 of the Accounting Standards Update 932-235-50, Extractive Industries Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the FASB and Rules 410(a) (1)(32) of Regulation SX and Rules 302(b), 1201, 1202(a) (1), (2), (3), (4), (8), and 1203(a) of Regulation SK of the SEC; provided, however, that estimates of proved developed and proved undeveloped reserves are not presented at the beginning of the year.
To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.
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DeGolyer and MacNaughton |
Summary of Conclusions
The estimated net proved reserves, as of December 31, 2021, of the properties evaluated herein were based on the definition of proved reserves of the SEC and are summarized as follows, expressed in thousands of barrels (103bbl) and millions of cubic feet (106ft3):
Estimated by DeGolyer and MacNaughton Net Proved Reserves as of December 31, 2021 |
||||||||||||||||||||
Oil and Condensate (103bbl) |
Marketable Gas (106ft3) |
Sales Gas (106ft3) |
C5+ (103bbl) |
LPG (103bbl) |
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Argentina |
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Proved Developed |
47,312.4 | 90,812.7 | 77,120.4 | 113.5 | 740.1 | |||||||||||||||
Proved Undeveloped |
95,068.2 | 99,436.1 | 88,647.8 | 3.1 | 26.7 | |||||||||||||||
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|
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Total Proved |
142,380.6 | 190,248.8 | 165,768.2 | 116.6 | 766.8 |
While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participants ability to recover its reserves, we are not aware of any such governmental actions which would restrict the recovery of the December 31, 2021, estimated reserves.
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DeGolyer and MacNaughton |
DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1936. DeGolyer and MacNaughton does not have any financial interest, including stock ownership, in Vista. Our fees were not contingent on the results of our evaluation. This report has been prepared at the request of Vista. DeGolyer and MacNaughton has used all assumptions, data, procedures, and methods that it considers necessary and appropriate to prepare this report.
Submitted, | ||||||
/s/ DeGolyer and MacNaughton | ||||||
DeGOLYER and MacNAUGHTON | ||||||
Texas Registered Engineering Firm F-716 | ||||||
/s/ Federico Dordoni | ||||||
[SEAL] | Federico Dordoni, P.E. | |||||
Senior Vice President | ||||||
DeGolyer and MacNaughton |
11 | ||
DeGolyer and MacNaughton |
CERTIFICATE of QUALIFICATION
I, Federico Dordoni, Petroleum Engineer with DeGolyer and MacNaughton, 5001 Spring Valley Road, Suite 800 East, Dallas, Texas, 75244 U.S.A., hereby certify:
1. | That I am a Senior Vice President with DeGolyer and MacNaughton, which firm did prepare the report of third party addressed to Vista dated February 1, 2022, and that I, as Senior Vice President, was responsible for the preparation of this report of third party. |
2. | That I attended Buenos Aires Institute of Technology (ITBA) University, and that I graduated with a degree in Petroleum Engineering in the year 2004; that I am a Registered Professional Engineer in the State of Texas; that I am a member of the Society of Petroleum Engineers and the Society of Petroleum Evaluation Engineers; and that I have in excess of 17 years of experience in oil and gas reservoir studies and reserves evaluations. |
/s/ Federico Dordoni | ||||||
[SEAL] | Federico Dordoni, P.E. | |||||
Senior Vice President | ||||||
DeGolyer and MacNaughton |
Exhibit 99.2
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February 8, 2022
Mr. Francisco José Grajales Pérez Rivero
Legal Representative
Vista Oil & Gas Holding II S.A. de C.V.
Volcán 150, Torre Virreyes, Piso 5
Col. Lomas de Chapultepec, C.P. 11000
Del. Miguel Hidalgo, Ciudad de México, México
Dear Mr. Grajales:
In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2021, to the Vista Oil & Gas Holding II S.A. de C.V. (Vista II), a subsidiary of Vista Oil & Gas S.A.B. de C.V., interest in certain oil and gas properties located in Block CS-01 in the state of Tabasco, Mexico. We completed our evaluation on or about the date of this letter. It is our understanding that the proved reserves estimated in this report constitute all of the proved reserves owned by Vista II. The estimates in this report have been prepared in accordance with the definitions and regulations of the U.S. Securities and Exchange Commission (SEC) and, with the exception of the exclusion of future income taxes, conform to the FASB Accounting Standards Codification Topic 932, Extractive ActivitiesOil and Gas. Additionally, these estimates conform to the guidelines of the Comisión Nacional de Hidrocarburos (CNH) and the standards of the Comisión Nacional Bancaria y de Valores (CNBV). Definitions are presented immediately following this letter.
As presented in the accompanying summary projections, Tables I through IV, we estimate the net reserves and future net revenue to the Vista II interest in these properties, as of December 31, 2021, to be:
Net Reserves(1) | Future Net Revenue (M$) | |||||||||||||||
Oil | Gas | Present Worth |
||||||||||||||
Category |
(MBBL) | (MMCF) | Total | at 10% | ||||||||||||
Proved Developed Producing |
108.2 | 59.4 | (596.4 | )(2) | (175.3 | )(2) | ||||||||||
Proved Developed Non-Producing |
228.2 | 103.4 | 2,224.1 | 2,171.8 | ||||||||||||
Proved Undeveloped |
3,037.1 | 5,954.5 | 61,842.3 | 22,409.7 | ||||||||||||
Total Proved |
3,373.5 | 6,117.3 | 63,470.0 | 24,406.2 |
(1) | Net reserves do not include royalty volumes. |
(2) | Future net revenue is negative after deducting estimated abandonment costs. |
The oil volumes shown include crude oil and condensate. Oil volumes are expressed in thousands of barrels (MBBL); a barrel is equivalent to 42 United States gallons. Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure bases. Oil equivalent volumes shown in this report are expressed in thousands of barrels of oil equivalent (MBOE), determined using the ratio of 6 MCF of gas to 1 barrel of oil.
Reserves categorization conveys the relative degree of certainty; reserves subcategorization is based on development and production status. As requested, probable and possible reserves that may exist for these properties have not been included. The estimates of reserves and future revenue included herein have not been adjusted for risk. This report does not include any value that could be attributed to interests in undeveloped acreage beyond those tracts for which undeveloped reserves have been estimated.
Estimates of net oil and gas reserves shown in this report are based on a price-related sliding scale royalty system. Net reserves do not include royalty volumes. Gross revenue shown in this report is Vista IIs share of the gross (100 percent) revenue from the properties prior to any deductions. Future net revenue is after deductions for capital
costs, abandonment costs, and operating expenses but before consideration of any income taxes. The future net revenue has been discounted at an annual rate of 10 percent to determine its present worth, which is shown to indicate the effect of time on the value of money. Future net revenue presented in this report, whether discounted or undiscounted, should not be construed as being the fair market value of the properties.
Prices used in this report are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period January through December 2021. For oil volumes, the average West Texas Intermediate spot price of $66.55 per barrel is adjusted for quality, tariffs, and market differentials. For gas volumes, the average Henry Hub spot price of $3.598 per MMBTU is adjusted by field for energy content, tariffs, and market differentials. All prices are held constant throughout the lives of the properties. The average adjusted product prices weighted by production over the remaining lives of the properties are $58.85 per barrel of oil and $3.176 per MCF of gas.
Operating costs used in this report are based on operating expense records of Vista II, the operator of the properties. As requested, operating costs are limited to direct lease- and field-level costs and Vista IIs estimate of the portion of its headquarters general and administrative overhead expenses necessary to operate the properties. Operating costs have been divided into field-level costs, per-well costs, and per-unit-of-production costs and are not escalated for inflation.
Capital costs used in this report were provided by Vista II and are based on authorizations for expenditure and actual costs from recent activity. Capital costs are included as required for workovers, new development wells, and production equipment. Based on our understanding of future development plans, a review of the records provided to us, and our knowledge of similar properties, we regard these estimated capital costs to be reasonable. Abandonment costs used in this report are Vista IIs estimates of the costs to abandon the wells, net of any salvage value. Capital costs and abandonment costs are not escalated for inflation.
For the purposes of this report, we did not perform any field inspection of the properties, nor did we examine the mechanical operation or condition of the wells and facilities. We have not investigated possible environmental liability related to the properties; therefore, our estimates do not include any costs due to such possible liability.
We have made no investigation of potential volume and value imbalances resulting from overdelivery or underdelivery to the Vista II interest. Therefore, our estimates of reserves and future revenue do not include adjustments for the settlement of any such imbalances; our projections are based on Vista II receiving its net revenue interest share of estimated future gross production. Additionally, we have made no specific investigation of any firm transportation contracts that may be in place for these properties; our estimates of future revenue include the effects of such contracts only to the extent that the associated fees are accounted for in the historical field- and lease-level accounting statements.
The reserves shown in this report are estimates only and should not be construed as exact quantities. Proved reserves are those quantities of oil and gas which, by analysis of engineering and geoscience data, can be estimated with reasonable certainty to be economically producible; probable and possible reserves are those additional reserves which are sequentially less certain to be recovered than proved reserves. Estimates of reserves may increase or decrease as a result of market conditions, future operations, changes in regulations, or actual reservoir performance. In addition to the primary economic assumptions discussed herein, our estimates are based on certain assumptions including, but not limited to, that the properties will be developed consistent with current development plans as provided to us by Vista II, that the properties will be operated in a prudent manner, that no governmental regulations or controls will be put in place that would impact the ability of the interest owner to recover the reserves, and that our projections of future production will prove consistent with actual performance. If the reserves are recovered, the revenues therefrom and the costs related thereto could be more or less than the estimated amounts. Because of governmental policies and uncertainties of supply and demand, the sales rates, prices received for the reserves, and costs incurred in recovering such reserves may vary from assumptions made while preparing this report.
For the purposes of this report, we used technical and economic data including, but not limited to, well logs, geologic maps, seismic data, well test data, production data, historical price and cost information, and property ownership interests. The reserves in this report have been estimated using deterministic methods; these estimates have been prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (SPE Standards). We used standard engineering and geoscience methods, or a combination of methods, including performance analysis, volumetric analysis, and analogy, that we considered to be appropriate and necessary to categorize and estimate reserves in accordance with the SEC definitions and regulations and the CNH guidelines. A substantial portion of these reserves are for undeveloped locations; such reserves are based on estimates of reservoir volumes and recovery efficiencies along with analogy to properties with similar geologic and reservoir characteristics. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data; therefore, our conclusions necessarily represent only informed professional judgment.
The data used in our estimates were obtained from Vista II, public data sources, and the nonconfidential files of Netherland, Sewell & Associates, Inc. and were accepted as accurate. Supporting work data are on file in our office. We have not examined the contractual rights to the properties or independently confirmed the actual degree or type of interest owned. The technical persons primarily responsible for preparing the estimates presented herein meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the SPE Standards. We are independent petroleum engineers, geologists, geophysicists, and petrophysicists; we do not own an interest in these properties nor are we employed on a contingent basis.
DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)
The following definitions are set forth in U.S. Securities and Exchange Commission (SEC) Regulation S-X Section 210.4-10(a). Also included is supplemental information from (1) the 2018 Petroleum Resources Management System approved by the Society of Petroleum Engineers, (2) the FASB Accounting Standards Codification Topic 932, Extractive ActivitiesOil and Gas, and (3) the SECs Compliance and Disclosure Interpretations.
(1) Acquisition of properties. Costs incurred to purchase, lease or otherwise acquire a property, including costs of lease bonuses and options to purchase or lease properties, the portion of costs applicable to minerals when land including mineral rights is purchased in fee, brokers fees, recording fees, legal costs, and other costs incurred in acquiring properties.
(2) Analogous reservoir. Analogous reservoirs, as used in resources assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature, and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, an analogous reservoir refers to a reservoir that shares the following characteristics with the reservoir of interest:
(i) | Same geological formation (but not necessarily in pressure communication with the reservoir of interest); |
(ii) | Same environment of deposition; |
(iii) | Similar geological structure; and |
(iv) | Same drive mechanism. |
Instruction to paragraph (a)(2): Reservoir properties must, in the aggregate, be no more favorable in the analog than in the reservoir of interest.
(3) Bitumen. Bitumen, sometimes referred to as natural bitumen, is petroleum in a solid or semi-solid state in natural deposits with a viscosity greater than 10,000 centipoise measured at original temperature in the deposit and atmospheric pressure, on a gas free basis. In its natural state it usually contains sulfur, metals, and other non-hydrocarbons.
(4) Condensate. Condensate is a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.
(5) Deterministic estimate. The method of estimating reserves or resources is called deterministic when a single value for each parameter (from the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.
(6) Developed oil and gas reserves. Developed oil and gas reserves are reserves of any category that can be expected to be recovered:
(i) | Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and |
(ii) | Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well. |
Supplemental definitions from the 2018 Petroleum Resources Management System:
Developed Producing Reserves Expected quantities to be recovered from completion intervals that are open and producing at the effective date of the estimate. Improved recovery Reserves are considered producing only after the improved recovery project is in operation.
Developed Non-Producing Reserves Shut-in and behind-pipe Reserves. Shut-in Reserves are expected to be recovered from (1) completion intervals that are open at the time of the estimate but which have not yet started producing, (2) wells which were shut-in for market conditions or pipeline connections, or (3) wells not capable of production for mechanical reasons. Behind-pipe Reserves are expected to be recovered from zones in existing wells that will require additional completion work or future re-completion before start of production with minor cost to access these reserves. In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.
(7) Development costs. Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas. More specifically, development costs, including depreciation and applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to:
(i) | Gain access to and prepare well locations for drilling, including surveying well locations for the purpose of determining specific development drilling sites, clearing ground, draining, road building, and relocating public roads, gas lines, and power lines, to the extent necessary in developing the proved reserves. |
(ii) | Drill and equip development wells, development-type stratigraphic test wells, and service wells, including the costs of platforms and of well equipment such as casing, tubing, pumping equipment, and the wellhead assembly. |
Definitions - Page 1 of 6
DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)
(iii) | Acquire, construct, and install production facilities such as lease flow lines, separators, treaters, heaters, manifolds, measuring devices, and production storage tanks, natural gas cycling and processing plants, and central utility and waste disposal systems. |
(iv) | Provide improved recovery systems. |
(8) Development project. A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field, or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.
(9) Development well. A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.
(10) Economically producible. The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. The value of the products that generate revenue shall be determined at the terminal point of oil and gas producing activities as defined in paragraph (a)(16) of this section.
(11) Estimated ultimate recovery (EUR). Estimated ultimate recovery is the sum of reserves remaining as of a given date and cumulative production as of that date.
(12) Exploration costs. Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects of containing oil and gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property (sometimes referred to in part as prospecting costs) and after acquiring the property. Principal types of exploration costs, which include depreciation and applicable operating costs of support equipment and facilities and other costs of exploration activities, are:
(i) | Costs of topographical, geographical and geophysical studies, rights of access to properties to conduct those studies, and salaries and other expenses of geologists, geophysical crews, and others conducting those studies. Collectively, these are sometimes referred to as geological and geophysical or G&G costs. |
(ii) | Costs of carrying and retaining undeveloped properties, such as delay rentals, ad valorem taxes on properties, legal costs for title defense, and the maintenance of land and lease records. |
(iii) | Dry hole contributions and bottom hole contributions. |
(iv) | Costs of drilling and equipping exploratory wells. |
(v) | Costs of drilling exploratory-type stratigraphic test wells. |
(13) Exploratory well. An exploratory well is a well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well, or a stratigraphic test well as those items are defined in this section.
(14) Extension well. An extension well is a well drilled to extend the limits of a known reservoir.
(15) Field. An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field which are separated vertically by intervening impervious strata, or laterally by local geologic barriers, or by both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms structural feature and stratigraphic condition are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas-of-interest, etc.
(16) Oil and gas producing activities.
(i) | Oil and gas producing activities include: |
(A) | The search for crude oil, including condensate and natural gas liquids, or natural gas (oil and gas) in their natural states and original locations; |
(B) | The acquisition of property rights or properties for the purpose of further exploration or for the purpose of removing the oil or gas from such properties; |
(C) | The construction, drilling, and production activities necessary to retrieve oil and gas from their natural reservoirs, including the acquisition, construction, installation, and maintenance of field gathering and storage systems, such as: |
(1) | Lifting the oil and gas to the surface; and |
(2) | Gathering, treating, and field processing (as in the case of processing gas to extract liquid hydrocarbons); and |
Definitions - Page 2 of 6
DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)
(D) | Extraction of saleable hydrocarbons, in the solid, liquid, or gaseous state, from oil sands, shale, coalbeds, or other nonrenewable natural resources which are intended to be upgraded into synthetic oil or gas, and activities undertaken with a view to such extraction. |
Instruction 1 to paragraph (a)(16)(i): The oil and gas production function shall be regarded as ending at a terminal point, which is the outlet valve on the lease or field storage tank. If unusual physical or operational circumstances exist, it may be appropriate to regard the terminal point for the production function as:
a. | The first point at which oil, gas, or gas liquids, natural or synthetic, are delivered to a main pipeline, a common carrier, a refinery, or a marine terminal; and |
b. | In the case of natural resources that are intended to be upgraded into synthetic oil or gas, if those natural resources are delivered to a purchaser prior to upgrading, the first point at which the natural resources are delivered to a main pipeline, a common carrier, a refinery, a marine terminal, or a facility which upgrades such natural resources into synthetic oil or gas. |
Instruction 2 to paragraph (a)(16)(i): For purposes of this paragraph (a)(16), the term saleable hydrocarbons means hydrocarbons that are saleable in the state in which the hydrocarbons are delivered.
(ii) Oil and gas producing activities do not include:
(A) | Transporting, refining, or marketing oil and gas; |
(B) | Processing of produced oil, gas, or natural resources that can be upgraded into synthetic oil or gas by a registrant that does not have the legal right to produce or a revenue interest in such production; |
(C) | Activities relating to the production of natural resources other than oil, gas, or natural resources from which synthetic oil and gas can be extracted; or |
(D) | Production of geothermal steam. |
(17) Possible reserves. Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.
(i) | When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates. |
(ii) | Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project. |
(iii) | Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves. |
(iv) | The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects. |
(v) | Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir. |
(vi) | Pursuant to paragraph (a)(22)(iii) of this section, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations. |
(18) Probable reserves. Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.
(i) | When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates. |
Definitions - Page 3 of 6
DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)
(ii) | Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir. |
(iii) | Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves. |
(iv) | See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this section. |
(19) Probabilistic estimate. The method of estimation of reserves or resources is called probabilistic when the full range of values that could reasonably occur for each unknown parameter (from the geoscience and engineering data) is used to generate a full range of possible outcomes and their associated probabilities of occurrence.
(20) Production costs.
(i) | Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities. They become part of the cost of oil and gas produced. Examples of production costs (sometimes called lifting costs) are: |
(A) | Costs of labor to operate the wells and related equipment and facilities. |
(B) | Repairs and maintenance. |
(C) | Materials, supplies, and fuel consumed and supplies utilized in operating the wells and related equipment and facilities. |
(D) | Property taxes and insurance applicable to proved properties and wells and related equipment and facilities. |
(E) | Severance taxes. |
(ii) | Some support equipment or facilities may serve two or more oil and gas producing activities and may also serve transportation, refining, and marketing activities. To the extent that the support equipment and facilities are used in oil and gas producing activities, their depreciation and applicable operating costs become exploration, development or production costs, as appropriate. Depreciation, depletion, and amortization of capitalized acquisition, exploration, and development costs are not production costs but also become part of the cost of oil and gas produced along with production (lifting) costs identified above. |
(21) Proved area. The part of a property to which proved reserves have been specifically attributed.
(22) Proved oil and gas reserves. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically produciblefrom a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulationsprior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
(i) | The area of the reservoir considered as proved includes: |
(A) | The area identified by drilling and limited by fluid contacts, if any, and |
(B) | Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data. |
(ii) | In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty. |
(iii) | Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty. |
(iv) | Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when: |
(A) | Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and |
Definitions - Page 4 of 6
DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)
(B) | The project has been approved for development by all necessary parties and entities, including governmental entities. |
(v) | Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions. |
(23) Proved properties. Properties with proved reserves.
(24) Reasonable certainty. If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.
(25) Reliable technology. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.
(26) Reserves. Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.
Note to paragraph (a)(26): Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).
Excerpted from the FASB Accounting Standards Codification Topic 932, Extractive ActivitiesOil and Gas:
932-235-50-30 A standardized measure of discounted future net cash flows relating to an entitys interests in both of the following shall be disclosed as of the end of the year:
a. | Proved oil and gas reserves (see paragraphs 932-235-50-3 through 50-11B) |
b. | Oil and gas subject to purchase under long-term supply, purchase, or similar agreements and contracts in which the entity participates in the operation of the properties on which the oil or gas is located or otherwise serves as the producer of those reserves (see paragraph 932-235-50-7). |
The standardized measure of discounted future net cash flows relating to those two types of interests in reserves may be combined for reporting purposes.
932-235-50-31 All of the following information shall be disclosed in the aggregate and for each geographic area for which reserve quantities are disclosed in accordance with paragraphs 932-235-50-3 through 50-11B:
a. | Future cash inflows. These shall be computed by applying prices used in estimating the entitys proved oil and gas reserves to the year-end quantities of those reserves. Future price changes shall be considered only to the extent provided by contractual arrangements in existence at year-end. |
b. | Future development and production costs. These costs shall be computed by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions. If estimated development expenditures are significant, they shall be presented separately from estimated production costs. |
c. | Future income tax expenses. These expenses shall be computed by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pretax net cash flows relating to the entitys proved oil and gas reserves, less the tax basis of the properties involved. The future income tax expenses shall give effect to tax deductions and tax credits and allowances relating to the entitys proved oil and gas reserves. |
d. | Future net cash flows. These amounts are the result of subtracting future development and production costs and future income tax expenses from future cash inflows. |
Definitions - Page 5 of 6
DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)
e. | Discount. This amount shall be derived from using a discount rate of 10 percent a year to reflect the timing of the future net cash flows relating to proved oil and gas reserves. |
f. | Standardized measure of discounted future net cash flows. This amount is the future net cash flows less the computed discount. |
(27) Reservoir. A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.
(28) Resources. Resources are quantities of oil and gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.
(29) Service well. A well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include gas injection, water injection, steam injection, air injection, salt-water disposal, water supply for injection, observation, or injection for in-situ combustion.
(30) Stratigraphic test well. A stratigraphic test well is a drilling effort, geologically directed, to obtain information pertaining to a specific geologic condition. Such wells customarily are drilled without the intent of being completed for hydrocarbon production. The classification also includes tests identified as core tests and all types of expendable holes related to hydrocarbon exploration. Stratigraphic tests are classified as exploratory type if not drilled in a known area or development type if drilled in a known area.
(31) Undeveloped oil and gas reserves. Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.
(i) | Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances. |
(ii) | Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time. |
From the SECs Compliance and Disclosure Interpretations (October 26, 2009):
Although several types of projects such as constructing offshore platforms and development in urban areas, remote locations or environmentally sensitive locations by their nature customarily take a longer time to develop and therefore often do justify longer time periods, this determination must always take into consideration all of the facts and circumstances. No particular type of project per se justifies a longer time period, and any extension beyond five years should be the exception, and not the rule.
Factors that a company should consider in determining whether or not circumstances justify recognizing reserves even though development may extend past five years include, but are not limited to, the following:
| The companys level of ongoing significant development activities in the area to be developed (for example, drilling only the minimum number of wells necessary to maintain the lease generally would not constitute significant development activities); |
| The companys historical record at completing development of comparable long-term projects; |
| The amount of time in which the company has maintained the leases, or booked the reserves, without significant development activities; |
| The extent to which the company has followed a previously adopted development plan (for example, if a company has changed its development plan several times without taking significant steps to implement any of those plans, recognizing proved undeveloped reserves typically would not be appropriate); and |
| The extent to which delays in development are caused by external factors related to the physical operating environment (for example, restrictions on development on Federal lands, but not obtaining government permits), rather than by internal factors (for example, shifting resources to develop properties with higher priority). |
(iii) | Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty. |
(32) Unproved properties. Properties with no proved reserves.
Definitions - Page 6 of 6
SUMMARY PROJECTION OF RESERVES AND REVENUE | ||||
AS OF DECEMBER 31, 2021 | BLOCK CS-01 | |||
VISTA OIL & GAS HOLDING II S.A. DE C.V. INTEREST | STATE OF TABASCO | |||
TOTAL PROVED RESERVES | MEXICO |
PERIOD | GROSS RESERVES | NET RESERVES | AVERAGE PRICES | GROSS REVENUE | ||||||||||||||||||||||||||||||||||||||||||||||||
ENDING | OIL | GAS | OIL | NGL | GAS | EQUIV | OIL | NGL | GAS | OIL | NGL | GAS | TOTAL | |||||||||||||||||||||||||||||||||||||||
M-D-Y |
MBBL | MMCF | MBBL | MBBL | MMCF | MBOE | $/BBL | $/BBL | $/MCF | M$ | M$ | M$ | M$ | |||||||||||||||||||||||||||||||||||||||
12-31-2022 | 207.7 | 121.0 | 95.8 | 0.0 | 56.3 | 105.2 | 58.85 | 0.00 | 3.176 | 5,640.6 | 0.0 | 178.8 | 5,819.4 | |||||||||||||||||||||||||||||||||||||||
12-31-2023 | 379.2 | 264.7 | 175.0 | 0.0 | 123.1 | 195.5 | 58.85 | 0.00 | 3.176 | 10,296.4 | 0.0 | 391.1 | 10,687.5 | |||||||||||||||||||||||||||||||||||||||
12-31-2024 | 453.6 | 372.0 | 209.3 | 0.0 | 173.0 | 238.2 | 58.85 | 0.00 | 3.176 | 12,318.8 | 0.0 | 549.7 | 12,868.5 | |||||||||||||||||||||||||||||||||||||||
12-31-2025 | 626.3 | 569.3 | 289.0 | 0.0 | 264.8 | 333.1 | 58.85 | 0.00 | 3.176 | 17,007.9 | 0.0 | 841.2 | 17,849.1 | |||||||||||||||||||||||||||||||||||||||
12-31-2026 | 717.5 | 1,315.8 | 331.1 | 0.0 | 612.0 | 433.1 | 58.85 | 0.00 | 3.176 | 19,483.1 | 0.0 | 1,944.2 | 21,427.3 | |||||||||||||||||||||||||||||||||||||||
12-31-2027 | 873.7 | 2,502.8 | 403.2 | 0.0 | 1,164.2 | 597.2 | 58.85 | 0.00 | 3.176 | 23,726.4 | 0.0 | 3,698.0 | 27,424.5 | |||||||||||||||||||||||||||||||||||||||
12-31-2028 | 837.7 | 2,147.2 | 386.5 | 0.0 | 998.8 | 553.0 | 58.85 | 0.00 | 3.176 | 22,747.0 | 0.0 | 3,172.6 | 25,919.6 | |||||||||||||||||||||||||||||||||||||||
12-31-2029 | 770.3 | 1,827.5 | 355.4 | 0.0 | 850.0 | 497.1 | 58.85 | 0.00 | 3.176 | 20,917.5 | 0.0 | 2,700.1 | 23,617.6 | |||||||||||||||||||||||||||||||||||||||
12-31-2030 | 656.1 | 1,494.8 | 302.7 | 0.0 | 695.3 | 418.6 | 58.85 | 0.00 | 3.176 | 17,816.6 | 0.0 | 2,208.6 | 20,025.2 | |||||||||||||||||||||||||||||||||||||||
12-31-2031 | 550.3 | 1,221.7 | 253.9 | 0.0 | 568.3 | 348.6 | 58.85 | 0.00 | 3.176 | 14,942.6 | 0.0 | 1,805.0 | 16,747.7 | |||||||||||||||||||||||||||||||||||||||
12-31-2032 | 408.4 | 492.2 | 188.5 | 0.0 | 229.0 | 226.6 | 58.85 | 0.00 | 3.176 | 11,091.1 | 0.0 | 727.3 | 11,818.4 | |||||||||||||||||||||||||||||||||||||||
12-31-2033 | 309.5 | 304.8 | 142.8 | 0.0 | 141.8 | 166.4 | 58.85 | 0.00 | 3.176 | 8,403.3 | 0.0 | 450.3 | 8,853.6 | |||||||||||||||||||||||||||||||||||||||
12-31-2034 | 235.1 | 232.1 | 108.5 | 0.0 | 108.0 | 126.5 | 58.85 | 0.00 | 3.176 | 6,385.2 | 0.0 | 343.0 | 6,728.2 | |||||||||||||||||||||||||||||||||||||||
12-31-2035 | 176.7 | 176.7 | 81.5 | 0.0 | 82.2 | 95.2 | 58.85 | 0.00 | 3.176 | 4,797.9 | 0.0 | 261.1 | 5,059.0 | |||||||||||||||||||||||||||||||||||||||
12-31-2036 | 108.8 | 108.8 | 50.2 | 0.0 | 50.6 | 58.6 | 58.85 | 0.00 | 3.176 | 2,954.1 | 0.0 | 160.7 | 3,114.8 | |||||||||||||||||||||||||||||||||||||||
SUBTOTAL |
7,310.8 | 13,151.4 | 3,373.5 | 0.0 | 6,117.3 | 4,393.0 | 58.85 | 0.00 | 3.176 | 198,528.7 | 0.0 | 19,431.6 | 217,960.3 | |||||||||||||||||||||||||||||||||||||||
REMAINING |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.00 | 0.00 | 0.000 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||||||||||||||||||||||||||||
TOTAL |
7,310.8 | 13,151.4 | 3,373.5 | 0.0 | 6,117.3 | 4,393.0 | 58.85 | 0.00 | 3.176 | 198,528.7 | 0.0 | 19,431.6 | 217,960.3 | |||||||||||||||||||||||||||||||||||||||
CUM PROD |
9,785.9 | 46,378.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
ULTIMATE |
17,096.7 | 59,530.0 |
NET DEDUCTIONS/EXPENDITURES | FUTURE NET REVENUE | |||||||||||||||||||||||||||||||||||||||||||||||
PERIOD | NUMBER OF | TAXES | CAPITAL | ABDNMNT | OPERATING | UNDISCOUNTED | DISC AT 10.000% | PRESENT WORTH PROFILE | ||||||||||||||||||||||||||||||||||||||||
ENDING | ACTIVE COMPLETIONS | PRODUCTION | AD VALOREM | COST | COST | EXPENSE | PERIOD | CUM | CUM | DISC RATE | CUM PW | |||||||||||||||||||||||||||||||||||||
M-D-Y |
GROSS | NET | M$ | M$ | M$ | M$ | M$ | M$ | M$ | M$ | % | M$ | ||||||||||||||||||||||||||||||||||||
12-31-2022 |
16 | 16.0 | 0.0 | 0.0 | 13,700.0 | 0.0 | 3,458.6 | -11,339.2 | -11,339.2 | -10,436.8 | 8.000 | 29,753.6 | ||||||||||||||||||||||||||||||||||||
12-31-2023 |
17 | 17.0 | 0.0 | 0.0 | 200.0 | 0.0 | 4,876.1 | 5,611.5 | -5,727.7 | -5,553.3 | 12.000 | 19,888.5 | ||||||||||||||||||||||||||||||||||||
12-31-2024 |
24 | 24.0 | 0.0 | 0.0 | 18,300.0 | 0.0 | 5,469.6 | -10,901.1 | -16,628.8 | -14,340.7 | 15.000 | 14,371.3 | ||||||||||||||||||||||||||||||||||||
12-31-2025 |
26 | 26.0 | 0.0 | 0.0 | 12,900.0 | 0.0 | 6,759.4 | -1,810.3 | -18,439.1 | -15,768.7 | 20.000 | 7,689.2 | ||||||||||||||||||||||||||||||||||||
12-31-2026 |
29 | 29.0 | 0.0 | 0.0 | 12,200.0 | 0.0 | 7,521.9 | 1,705.3 | -16,733.8 | -14,635.6 | 25.000 | 3,181.9 | ||||||||||||||||||||||||||||||||||||
12-31-2027 |
29 | 29.0 | 0.0 | 0.0 | 1,200.0 | 0.0 | 8,618.4 | 17,606.1 | 872.3 | -4,211.0 | 30.000 | 111.6 | ||||||||||||||||||||||||||||||||||||
12-31-2028 |
29 | 29.0 | 0.0 | 0.0 | 3,900.0 | 0.0 | 8,315.8 | 13,703.8 | 14,576.1 | 3,141.7 | 35.000 | -1,993.1 | ||||||||||||||||||||||||||||||||||||
12-31-2029 |
27 | 27.0 | 0.0 | 0.0 | 800.0 | 0.0 | 7,765.5 | 15,052.1 | 29,628.2 | 10,520.2 | 40.000 | -3,438.9 | ||||||||||||||||||||||||||||||||||||
12-31-2030 |
24 | 24.0 | 0.0 | 0.0 | 600.0 | 0.0 | 6,997.8 | 12,427.4 | 42,055.6 | 16,055.5 | 45.000 | -4,429.1 | ||||||||||||||||||||||||||||||||||||
12-31-2031 |
24 | 24.0 | 0.0 | 0.0 | 0.0 | 0.0 | 6,353.7 | 10,394.0 | 52,449.6 | 20,271.5 | 50.000 | -5,100.5 | ||||||||||||||||||||||||||||||||||||
12-31-2032 |
24 | 24.0 | 0.0 | 0.0 | 0.0 | 0.0 | 5,386.6 | 6,431.8 | 58,881.3 | 22,646.3 | ||||||||||||||||||||||||||||||||||||||
12-31-2033 |
22 | 22.0 | 0.0 | 0.0 | 0.0 | 0.0 | 4,763.5 | 4,090.2 | 62,971.5 | 24,018.7 | ||||||||||||||||||||||||||||||||||||||
12-31-2034 |
22 | 22.0 | 0.0 | 0.0 | 0.0 | 0.0 | 4,300.8 | 2,427.4 | 65,398.9 | 24,759.9 | ||||||||||||||||||||||||||||||||||||||
12-31-2035 |
21 | 21.0 | 0.0 | 0.0 | 0.0 | 0.0 | 3,893.1 | 1,165.9 | 66,564.7 | 25,084.3 | ||||||||||||||||||||||||||||||||||||||
12-31-2036 |
19 | 19.0 | 0.0 | 0.0 | 0.0 | 0.0 | 2,859.6 | 255.2 | 66,820.0 | 25,149.9 | ||||||||||||||||||||||||||||||||||||||
SUBTOTAL |
0.0 | 0.0 | 63,800.0 | 0.0 | 87,340.3 | 66,820.0 | 66,820.0 | 25,149.9 | ||||||||||||||||||||||||||||||||||||||||
REMAINING |
0.0 | 0.0 | 0.0 | 3,350.0 | 0.0 | -3,350.0 | 63,470.0 | 24,406.2 | ||||||||||||||||||||||||||||||||||||||||
TOTAL OF 14.8 YRS |
|
0.0 | 0.0 | 63,800.0 | 3,350.0 | 87,340.3 | 63,470.0 | 63,470.0 | 24,406.2 |
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. | BASED ON SEC PRICE AND COST PARAMETERS |
Table I
SUMMARY PROJECTION OF RESERVES AND REVENUE | ||||
AS OF DECEMBER 31, 2021 | BLOCK CS-01 | |||
VISTA OIL & GAS HOLDING II S.A. DE C.V. INTEREST | STATE OF TABASCO | |||
PROVED DEVELOPED PRODUCING RESERVES | MEXICO |
PERIOD | GROSS RESERVES |
NET RESERVES |
AVERAGE PRICES |
GROSS REVENUE | ||||||||||||||||||||||
ENDING | OIL | GAS | OIL | NGL | GAS | EQUIV | OIL | NGL | GAS | OIL | NGL | GAS | TOTAL | |||||||||||||
M-D-Y |
MBBL |
MMCF |
MBBL |
MBBL |
MMCF | MBOE |
$/BBL |
$/BBL |
$/MCF |
M$ |
M$ |
M$ | M$ | |||||||||||||
12-31-2022 | 161.7 | 89.1 | 74.6 | 0.0 | 41.4 | 81.5 | 58.85 | 0.00 | 3.176 | 4,391.6 | 0.0 | 131.6 | 4,523.2 | |||||||||||||
12-31-2023 | 72.8 | 38.7 | 33.6 | 0.0 | 18.0 | 36.6 | 58.85 | 0.00 | 3.176 | 1,975.9 | 0.0 | 57.1 | 2,033.0 | |||||||||||||
08-31-2024 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.00 | 0.00 | 0.000 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||
SUBTOTAL | 234.5 | 127.7 | 108.2 | 0.0 | 59.4 | 118.1 | 58.85 | 0.00 | 3.176 | 6,367.5 | 0.0 | 188.7 | 6,556.2 | |||||||||||||
REMAINING | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.00 | 0.00 | 0.000 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||
TOTAL | 234.5 | 127.7 | 108.2 | 0.0 | 59.4 | 118.1 | 58.85 | 0.00 | 3.176 | 6,367.5 | 0.0 | 188.7 | 6,556.2 | |||||||||||||
CUM PROD | 9,785.9 | 46,378.6 | ||||||||||||||||||||||||
ULTIMATE | 10,020.4 | 46,506.3 |
NET DEDUCTIONS/EXPENDITURES | FUTURE NET REVENUE | |||||||||||||||||||||||||||||||||||||||||||||||
PERIOD | NUMBER OF | TAXES | CAPITAL | ABDNMNT | OPERATING | UNDISCOUNTED | DISC AT 10.000% | PRESENT WORTH PROFILE | ||||||||||||||||||||||||||||||||||||||||
ENDING | ACTIVE COMPLETIONS | PRODUCTION | AD VALOREM | COST | COST | EXPENSE | PERIOD | CUM | CUM | DISC RATE | CUM PW | |||||||||||||||||||||||||||||||||||||
M-D-Y |
GROSS | NET | M$ | M$ | M$ | M$ | M$ | M$ | M$ | M$ | % | M$ | ||||||||||||||||||||||||||||||||||||
12-31-2022 |
10 | 10.0 | 0.0 | 0.0 | 0.0 | 0.0 | 3,080.0 | 1,443.2 | 1,443.2 | 1,389.4 | 8.000 | -247.4 | ||||||||||||||||||||||||||||||||||||
12-31-2023 |
9 | 9.0 | 0.0 | 0.0 | 0.0 | 0.0 | 1,822.7 | 210.3 | 1,653.6 | 1,576.7 | 12.000 | -108.2 | ||||||||||||||||||||||||||||||||||||
08-31-2024 |
0 | 0.0 | 0.0 | 0.0 | 0.0 | 2,250.0 | 0.0 | -2,250.0 | -596.4 | -175.3 | 15.000 | -16.3 | ||||||||||||||||||||||||||||||||||||
20.000 | 117.1 | |||||||||||||||||||||||||||||||||||||||||||||||
25.000 | 229.6 | |||||||||||||||||||||||||||||||||||||||||||||||
30.000 | 324.9 | |||||||||||||||||||||||||||||||||||||||||||||||
35.000 | 406.0 | |||||||||||||||||||||||||||||||||||||||||||||||
40.000 | 475.3 | |||||||||||||||||||||||||||||||||||||||||||||||
45.000 | 534.8 | |||||||||||||||||||||||||||||||||||||||||||||||
50.000 | 585.9 | |||||||||||||||||||||||||||||||||||||||||||||||
SUBTOTAL |
0.0 | 0.0 | 0.0 | 2,250.0 | 4,902.6 | -596.4 | -596.4 | -175.3 | ||||||||||||||||||||||||||||||||||||||||
REMAINING |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | -596.4 | -175.3 | ||||||||||||||||||||||||||||||||||||||||
TOTAL OF 1.7 YRS |
0.0 | 0.0 | 0.0 | 2,250.0 | 4,902.6 | -596.4 | -596.4 | -175.3 |
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. | BASED ON SEC PRICE AND COST PARAMETERS |
Table II
SUMMARY PROJECTION OF RESERVES AND REVENUE | ||||
AS OF DECEMBER 31, 2021 | BLOCK CS-01 | |||
VISTA OIL & GAS HOLDING II S.A. DE C.V. INTEREST | STATE OF TABASCO | |||
PROVED DEVELOPED NON-PRODUCING RESERVES | MEXICO |
PERIOD | GROSS RESERVES |
NET RESERVES |
AVERAGE PRICES |
GROSS REVENUE | ||||||||||||||||||||||
ENDING | OIL | GAS | OIL | NGL | GAS | EQUIV | OIL | NGL | GAS | OIL | NGL | GAS | TOTAL | |||||||||||||
M-D-Y |
MBBL |
MMCF |
MBBL |
MBBL |
MMCF | MBOE |
$/BBL |
$/BBL |
$/MCF |
M$ |
M$ |
M$ | M$ | |||||||||||||
12-31-2022 | 17.5 | 3.5 | 8.1 | 0.0 | 1.6 | 8.4 | 58.85 | 0.00 | 3.176 | 476.2 | 0.0 | 5.2 | 481.4 | |||||||||||||
12-31-2023 | 117.6 | 37.2 | 54.3 | 0.0 | 17.3 | 57.1 | 58.85 | 0.00 | 3.176 | 3,193.0 | 0.0 | 55.0 | 3,248.0 | |||||||||||||
12-31-2024 | 150.2 | 68.6 | 69.3 | 0.0 | 31.9 | 74.6 | 58.85 | 0.00 | 3.176 | 4,079.4 | 0.0 | 101.3 | 4,180.7 | |||||||||||||
12-31-2025 | 112.9 | 55.9 | 52.1 | 0.0 | 26.0 | 56.5 | 58.85 | 0.00 | 3.176 | 3,066.9 | 0.0 | 82.6 | 3,149.6 | |||||||||||||
12-31-2026 | 96.3 | 57.1 | 44.4 | 0.0 | 26.6 | 48.8 | 58.85 | 0.00 | 3.176 | 2,614.0 | 0.0 | 84.4 | 2,698.4 | |||||||||||||
11-30-2027 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.00 | 0.00 | 0.000 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||
SUBTOTAL | 494.5 | 222.3 | 228.2 | 0.0 | 103.4 | 245.4 | 58.85 | 0.00 | 3.176 | 13,429.5 | 0.0 | 328.5 | 13,758.0 | |||||||||||||
REMAINING | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.00 | 0.00 | 0.000 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||
TOTAL | 494.5 | 222.3 | 228.2 | 0.0 | 103.4 | 245.4 | 58.85 | 0.00 | 3.176 | 13,429.5 | 0.0 | 328.5 | 13,758.0 | |||||||||||||
CUM PROD | 0.0 | 0.0 | ||||||||||||||||||||||||
ULTIMATE | 494.5 | 222.3 |
NET DEDUCTIONS/EXPENDITURES | FUTURE NET REVENUE | |||||||||||||||||||||||||||||||||||||||||||||||
PERIOD | NUMBER OF | TAXES | CAPITAL | ABDNMNT | OPERATING | UNDISCOUNTED | DISC AT 10.000% | PRESENT WORTH PROFILE | ||||||||||||||||||||||||||||||||||||||||
ENDING | ACTIVE COMPLETIONS | PRODUCTION | AD VALOREM | COST | COST | EXPENSE | PERIOD | CUM | CUM | DISC RATE | CUM PW | |||||||||||||||||||||||||||||||||||||
M-D-Y |
GROSS | NET | M$ | M$ | M$ | M$ | M$ | M$ | M$ | M$ | % | M$ | ||||||||||||||||||||||||||||||||||||
12-31-2022 |
2 | 2.0 | 0.0 | 0.0 | 1,200.0 | 0.0 | 163.9 | -882.5 | -882.5 | -821.9 | 8.000 | 2,201.6 | ||||||||||||||||||||||||||||||||||||
12-31-2023 |
3 | 3.0 | 0.0 | 0.0 | 200.0 | 0.0 | 1,592.5 | 1,455.5 | 573.0 | 446.4 | 12.000 | 2,136.2 | ||||||||||||||||||||||||||||||||||||
12-31-2024 |
12 | 12.0 | 0.0 | 0.0 | 0.0 | -2,250.0 | 3,051.6 | 3,379.2 | 3,952.1 | 3,095.0 | 15.000 | 2,074.8 | ||||||||||||||||||||||||||||||||||||
12-31-2025 |
9 | 9.0 | 0.0 | 0.0 | 200.0 | 0.0 | 2,700.0 | 249.6 | 4,201.7 | 3,276.2 | 20.000 | 1,959.2 | ||||||||||||||||||||||||||||||||||||
12-31-2026 |
8 | 8.0 | 0.0 | 0.0 | 0.0 | 0.0 | 2,426.0 | 272.4 | 4,474.1 | 3,457.1 | 25.000 | 1,836.3 | ||||||||||||||||||||||||||||||||||||
11-30-2027 |
0 | 0.0 | 0.0 | 0.0 | 0.0 | 2,250.0 | 0.0 | -2,250.0 | 2,224.1 | 2,171.8 | 30.000 | 1,712.7 | ||||||||||||||||||||||||||||||||||||
35.000 | 1,592.5 | |||||||||||||||||||||||||||||||||||||||||||||||
40.000 | 1,477.8 | |||||||||||||||||||||||||||||||||||||||||||||||
45.000 | 1,369.8 | |||||||||||||||||||||||||||||||||||||||||||||||
50.000 | 1,269.0 | |||||||||||||||||||||||||||||||||||||||||||||||
SUBTOTAL |
0.0 | 0.0 | 1,600.0 | 0.0 | 9,933.9 | 2,224.1 | 2,224.1 | 2,171.8 | ||||||||||||||||||||||||||||||||||||||||
REMAINING |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 2,224.1 | 2,171.8 | ||||||||||||||||||||||||||||||||||||||||
TOTAL OF 4.9 YRS |
0.0 | 0.0 | 1,600.0 | 0.0 | 9,933.9 | 2,224.1 | 2,224.1 | 2,171.8 |
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. | BASED ON SEC PRICE AND COST PARAMETERS |
Table III
SUMMARY PROJECTION OF RESERVES AND REVENUE | ||||
AS OF DECEMBER 31, 2021 | BLOCK CS-01 | |||
VISTA OIL & GAS HOLDING II S.A. DE C.V. INTEREST | STATE OF TABASCO | |||
PROVED UNDEVELOPED RESERVES | MEXICO |
PERIOD | GROSS RESERVES | NET RESERVES | AVERAGE PRICES | GROSS REVENUE | ||||||||||||||||||||||
ENDING | OIL | GAS | OIL | NGL | GAS | EQUIV | OIL | NGL | GAS | OIL | NGL | GAS | TOTAL | |||||||||||||
M-D-Y |
MBBL | MMCF | MBBL | MBBL | MMCF | MBOE | $/BBL | $/BBL | $/MCF | M$ | M$ | M$ | M$ | |||||||||||||
12-31-2022 | 28.5 | 28.5 | 13.1 | 0.0 | 13.2 | 15.3 | 58.85 | 0.00 | 3.176 | 772.8 | 0.0 | 42.0 | 814.9 | |||||||||||||
12-31-2023 | 188.8 | 188.8 | 87.1 | 0.0 | 87.8 | 101.8 | 58.85 | 0.00 | 3.176 | 5,127.5 | 0.0 | 279.0 | 5,406.5 | |||||||||||||
12-31-2024 | 303.4 | 303.4 | 140.0 | 0.0 | 141.1 | 163.5 | 58.85 | 0.00 | 3.176 | 8,239.4 | 0.0 | 448.3 | 8,687.8 | |||||||||||||
12-31-2025 | 513.4 | 513.4 | 236.9 | 0.0 | 238.8 | 276.7 | 58.85 | 0.00 | 3.176 | 13,941.0 | 0.0 | 758.5 | 14,699.5 | |||||||||||||
12-31-2026 | 621.2 | 1,258.7 | 286.6 | 0.0 | 585.5 | 384.2 | 58.85 | 0.00 | 3.176 | 16,869.1 | 0.0 | 1,859.8 | 18,728.9 | |||||||||||||
12-31-2027 | 873.7 | 2,502.8 | 403.2 | 0.0 | 1,164.2 | 597.2 | 58.85 | 0.00 | 3.176 | 23,726.4 | 0.0 | 3,698.0 | 27,424.5 | |||||||||||||
12-31-2028 | 837.7 | 2,147.2 | 386.5 | 0.0 | 998.8 | 553.0 | 58.85 | 0.00 | 3.176 | 22,747.0 | 0.0 | 3,172.6 | 25,919.6 | |||||||||||||
12-31-2029 | 770.3 | 1,827.5 | 355.4 | 0.0 | 850.0 | 497.1 | 58.85 | 0.00 | 3.176 | 20,917.5 | 0.0 | 2,700.1 | 23,617.6 | |||||||||||||
12-31-2030 | 656.1 | 1,494.8 | 302.7 | 0.0 | 695.3 | 418.6 | 58.85 | 0.00 | 3.176 | 17,816.6 | 0.0 | 2,208.6 | 20,025.2 | |||||||||||||
12-31-2031 | 550.3 | 1,221.7 | 253.9 | 0.0 | 568.3 | 348.6 | 58.85 | 0.00 | 3.176 | 14,942.6 | 0.0 | 1,805.0 | 16,747.7 | |||||||||||||
12-31-2032 | 408.4 | 492.2 | 188.5 | 0.0 | 229.0 | 226.6 | 58.85 | 0.00 | 3.176 | 11,091.1 | 0.0 | 727.3 | 11,818.4 | |||||||||||||
12-31-2033 | 309.5 | 304.8 | 142.8 | 0.0 | 141.8 | 166.4 | 58.85 | 0.00 | 3.176 | 8,403.3 | 0.0 | 450.3 | 8,853.6 | |||||||||||||
12-31-2034 | 235.1 | 232.1 | 108.5 | 0.0 | 108.0 | 126.5 | 58.85 | 0.00 | 3.176 | 6,385.2 | 0.0 | 343.0 | 6,728.2 | |||||||||||||
12-31-2035 | 176.7 | 176.7 | 81.5 | 0.0 | 82.2 | 95.2 | 58.85 | 0.00 | 3.176 | 4,797.9 | 0.0 | 261.1 | 5,059.0 | |||||||||||||
12-31-2036 | 108.8 | 108.8 | 50.2 | 0.0 | 50.6 | 58.6 | 58.85 | 0.00 | 3.176 | 2,954.1 | 0.0 | 160.7 | 3,114.8 | |||||||||||||
SUBTOTAL |
6,581.7 | 12,801.4 | 3,037.1 | 0.0 | 5,954.5 | 4,029.5 | 58.85 | 0.00 | 3.176 | 178,731.6 | 0.0 | 18,914.4 | 197,646.1 | |||||||||||||
REMAINING |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.00 | 0.00 | 0.000 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||
TOTAL |
6,581.7 | 12,801.4 | 3,037.1 | 0.0 | 5,954.5 | 4,029.5 | 58.85 | 0.00 | 3.176 | 178,731.6 | 0.0 | 18,914.4 | 197,646.1 | |||||||||||||
CUM PROD |
0.0 | 0.0 | ||||||||||||||||||||||||
ULTIMATE |
6,581.7 | 12,801.4 |
NET DEDUCTIONS/EXPENDITURES | FUTURE NET REVENUE | |||||||||||||||||||||||||||||||||||||||||||||||
PERIOD | NUMBER OF | TAXES | CAPITAL | ABDNMNT | OPERATING | UNDISCOUNTED | DISC AT 10.000% | PRESENT WORTH PROFILE | ||||||||||||||||||||||||||||||||||||||||
ENDING | ACTIVE COMPLETIONS | PRODUCTION | AD VALOREM | COST | COST | EXPENSE | PERIOD | CUM | CUM | DISC RATE | CUM PW | |||||||||||||||||||||||||||||||||||||
M-D-Y |
GROSS | NET | M$ | M$ | M$ | M$ | M$ | M$ | M$ | M$ | % | M$ | ||||||||||||||||||||||||||||||||||||
12-31-2022 |
4 | 4.0 | 0.0 | 0.0 | 12,500.0 | 0.0 | 214.8 | -11,899.9 | -11,899.9 | -11,004.3 | 8.000 | 27,799.3 | ||||||||||||||||||||||||||||||||||||
12-31-2023 |
5 | 5.0 | 0.0 | 0.0 | 0.0 | 0.0 | 1,460.8 | 3,945.7 | -7,954.2 | -7,576.4 | 12.000 | 17,860.5 | ||||||||||||||||||||||||||||||||||||
12-31-2024 |
12 | 12.0 | 0.0 | 0.0 | 18,300.0 | 0.0 | 2,418.0 | -12,030.3 | -19,984.5 | -17,260.4 | 15.000 | 12,312.8 | ||||||||||||||||||||||||||||||||||||
12-31-2025 |
17 | 17.0 | 0.0 | 0.0 | 12,700.0 | 0.0 | 4,059.5 | -2,059.9 | -22,044.4 | -18,869.7 | 20.000 | 5,612.9 | ||||||||||||||||||||||||||||||||||||
12-31-2026 |
21 | 21.0 | 0.0 | 0.0 | 12,200.0 | 0.0 | 5,096.0 | 1,432.9 | -20,611.5 | -17,917.4 | 25.000 | 1,116.1 | ||||||||||||||||||||||||||||||||||||
12-31-2027 |
29 | 29.0 | 0.0 | 0.0 | 1,200.0 | -2,250.0 | 8,618.4 | 19,856.1 | -755.4 | -6,207.5 | 30.000 | -1,926.0 | ||||||||||||||||||||||||||||||||||||
12-31-2028 |
29 | 29.0 | 0.0 | 0.0 | 3,900.0 | 0.0 | 8,315.8 | 13,703.8 | 12,948.4 | 1,145.1 | 35.000 | -3,991.6 | ||||||||||||||||||||||||||||||||||||
12-31-2029 |
27 | 27.0 | 0.0 | 0.0 | 800.0 | 0.0 | 7,765.5 | 15,052.1 | 28,000.5 | 8,523.6 | 40.000 | -5,392.0 | ||||||||||||||||||||||||||||||||||||
12-31-2030 |
24 | 24.0 | 0.0 | 0.0 | 600.0 | 0.0 | 6,997.8 | 12,427.4 | 40,427.9 | 14,059.0 | 45.000 | -6,333.7 | ||||||||||||||||||||||||||||||||||||
12-31-2031 |
24 | 24.0 | 0.0 | 0.0 | 0.0 | 0.0 | 6,353.7 | 10,394.0 | 50,821.9 | 18,274.9 | 50.000 | -6,955.4 | ||||||||||||||||||||||||||||||||||||
12-31-2032 |
24 | 24.0 | 0.0 | 0.0 | 0.0 | 0.0 | 5,386.6 | 6,431.8 | 57,253.6 | 20,649.8 | ||||||||||||||||||||||||||||||||||||||
12-31-2033 |
22 | 22.0 | 0.0 | 0.0 | 0.0 | 0.0 | 4,763.5 | 4,090.2 | 61,343.8 | 22,022.1 | ||||||||||||||||||||||||||||||||||||||
12-31-2034 |
22 | 22.0 | 0.0 | 0.0 | 0.0 | 0.0 | 4,300.8 | 2,427.4 | 63,771.2 | 22,763.3 | ||||||||||||||||||||||||||||||||||||||
12-31-2035 |
21 | 21.0 | 0.0 | 0.0 | 0.0 | 0.0 | 3,893.1 | 1,165.9 | 64,937.0 | 23,087.8 | ||||||||||||||||||||||||||||||||||||||
12-31-2036 |
19 | 19.0 | 0.0 | 0.0 | 0.0 | 0.0 | 2,859.6 | 255.2 | 65,192.3 | 23,153.3 | ||||||||||||||||||||||||||||||||||||||
SUBTOTAL |
0.0 | 0.0 | 62,200.0 | -2,250.0 | 72,503.8 | 65,192.3 | 65,192.3 | 23,153.3 | ||||||||||||||||||||||||||||||||||||||||
REMAINING |
0.0 | 0.0 | 0.0 | 3,350.0 | 0.0 | -3,350.0 | 61,842.3 | 22,409.7 | ||||||||||||||||||||||||||||||||||||||||
TOTAL OF 14.8 YRS |
0.0 | 0.0 | 62,200.0 | 1,100.0 | 72,503.8 | 61,842.3 | 61,842.3 | 22,409.7 |
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. | BASED ON SEC PRICE AND COST PARAMETERS |
Table IV