NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY

JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT

JURISDICTION

FOR IMMEDIATE RELEASE

27 January 2015

Afren plc
Review of Capital Structure
Afren plc (Afren or the Company) provides an update regarding the review of its capital structure, liquidity and funding
requirements announced on 20 January 2015.
In light of the significant dislocation in the industry and related financing markets resulting from the rapid decline in oil prices, the
Board has been reviewing the funding and liquidity requirements of the business and seeking to address how it manages the
overall leverage position of the Company.
The Company had a cash balance of approximately US$235 million at 31 December 2014. Liquidity available to the Company
is significantly lower as a result of restricted and segregated cash balances in place to address operational requirements. The
Companys near term cash flow is also impacted by capital expenditure incurred in late 2014 before operational changes had
been implemented to adapt to the current lower oil price environment.
As previously announced, Afren has initiated negotiations with the lenders of the US$300m Ebok debt facility with a view to
obtaining a deferral of the US$50m amortisation payment due on 31 January 2015.
In addition, the Board is considering whether to utilise a 30 day grace period under its 2016 bonds with respect to US$15m of
interest due on 1 February 2015 while the review of the capital structure and funding alternatives is completed.
These actions are being taken to protect the immediate liquidity position of the Company while it seeks funding to address its
additional requirements.
The Company has been advised that an ad hoc committee of its largest bond holders has been formed. The Company has
initiated discussions with the advisers to the committee regarding the immediate liquidity and funding needs of the business.
The Board has reviewed its business plan with the aim of minimising its funding requirements in the current oil price
environment to focus on the development of the Companys core assets in Nigeria. Assuming the Companys current debt
structure remains unchanged, there is an equity funding requirement which is likely to be significant and in excess of the
Companys current market capitalisation. New funds will be required to meet interest and principal repayments, working capital
and a reduced capital expenditure programme. The Company will be having discussions with its existing stakeholders and new
third party investors regarding recapitalising the Company.
The Board is implementing efficiency and cost optimisation measures to improve its liquidity position. Alvarez & Marsal has
been engaged to provide services as Chief Restructuring Officer.
Afren continues to be in discussions with SEPLAT Petroleum Development Company plc (Seplat) regarding a possible
combination with Afren.
There can be no certainty that an offer will be made or as to the terms of any offer.
Afren notes that in accordance with Rule 2.6(a) of the Code, by no later than 5.00 p.m. on 30 January 2015, Seplat must either
announce a firm intention to make an offer for Afren under Rule 2.7 of the Code or announce that it does not intend to make an
offer for Afren, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This
deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
Further announcements will be made in due course.
The contents of this announcement will be available at www.Afren.com. The content of the aforementioned website is not
incorporated into and does not form part of this announcement.

Enquiries:
Afren plc
Simon Hawkins, Group Head of Investor Relations

Tel.: +44 20 7864 3700

Bell Pottinger (public relations adviser to Afren plc)

Gavin Davis
Henry Lerwill

Tel.: +44 20 3772 2500

Notes to Editors
Afren is an independent upstream oil and gas exploration and production company listed on the main market of the London
Stock Exchange and a constituent of the Financial Times Stock Exchange 250 Index. Afren has a portfolio of assets spanning
the full cycle E&P value chain. Afren is currently producing from its assets in Nigeria and the Kurdistan region of Iraq and holds
further exploration interests in Nigeria, Ghana, Cte d'Ivoire, the Kurdistan region of Iraq, Congo Brazzaville, Kenya, Ethiopia,
Madagascar, Seychelles, Tanzania and South Africa. For more information please refer to www.afren.com.

Notices
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore
persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Disclaimer and cautionary note on forward looking statements and notes on certain other matters
Certain statements in this announcement are not historical facts and are or are deemed to be forward-looking. The Companys
prospects, plans, financial position and business strategy, and statements pertaining to the capital resources, future expenditure
for development projects and results of operations, may constitute forward-looking statements. In addition, forward-looking
statements generally can be identified by the use of forward-looking terminology including, but not limited to; may, expect,
intend, estimate, anticipate, plan, foresee, will, could, may, might, believe or continue or the negatives of these
terms or variations of them or similar terminology. Although the Company believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct.
These forward-looking statements involve a number of risks, uncertainties and other facts that may cause actual results to be
materially different from those expressed or implied in these forward-looking statements because they relate to events and
depend on circumstances that may or may not occur in the future and may be beyond Afrens ability to control or predict.
Forward-looking statements are not guarantees of future performances.
Factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected
include, but are not limited to, the following: risks relating to changes in political, economic and social conditions in the countries
in which Afren operates; future prices and demand for the Company's products; global oil production; trends in the oil & gas
industry and domestic and international oil & gas market conditions; risks in oil & gas operations; future expansion plans and
capital expenditures; the Company's relationship with, and conditions affecting, the Company's partners and regulators;
competition; weather conditions or catastrophic damage; risks relating to law, regulations and taxation in the countries in which
Afren operates, including laws, regulations, decrees and decisions governing the oil & gas industry, the environment and
currency and exchange controls and their official interpretation by governmental and other regulatory bodies and by the courts;
and risks relating to global economic conditions and the global economic environment. Additional risk factors are as described in
the Companys annual report.
Forward-looking statements are made only as of the date of this announcement. The Company expressly disclaims any
obligation or undertaking to release, publicly or otherwise, any updates or revisions to any forward-looking statement contained
in this announcement to reflect any change in its expectations or any change in events, conditions, assumptions or
circumstances on which any such statement is based unless so required by applicable law.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the persons interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the

10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of
the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the persons interests and short positions in, and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control
an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also
be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Takeover Panels website at
www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced
and when any offeror was first identified. You should contact the Panels Market Surveillance Unit on +44 (0)20 7638 0129 if
you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.