RNS Number:0327W
Tower Resources PLC
21 December 2005
Tower Resources plc ('Tower' or 'the Company')
Further re Acquisition of Neptune Petroleum Limited
Introduction
On 11 August 2005 the Company was pleased to announce that it had conditionally
agreed to acquire the entire issued share capital of Neptune Petroleum Limited
("Neptune") from Peter Taylor, Peter Blakey and Bayview Investments LLC
(together the "Vendors").
The Directors believe that the acquisition of Neptune ("Acquisition") is a good
opportunity for the Company to secure 100% of two frontier oil and gas plays.
This is particularly so in an environment of high oil prices and what the
Directors and Proposed Directors believe to be increased exploration activity in
Africa. The two projects to be acquired under the Acquisition enable the
Company to position itself as an African focussed offshore and onshore oil and
gas explorer.
The Competent Person's Report prepared for Tower indicates that the areas the
subject of Neptune's subsidiaries licences in Namibia and Uganda appear to
contain some of the elements necessary for hosting oil and gas fields. Source
rocks and reservoir units have been identified in both areas and in the Namibian
licence area, seismic data indicates many prospective potentially
hydrocarbon-bearing structures.
In conjunction with the Acquisition, the Company has raised #2,000,000 by way of
a placing of 133,333,333 Ordinary Shares at 1.5 pence per share, to raise
#2,000,000 before costs ("Placing").
Upon completion of the Acquisition and the Placing, the Vendors will hold
approximately 46% of the ordinary share capital of the Company ("Enlarged Issued
Share Capital").
The Acquisition is a reverse takeover of the Company within the meaning of the
AIM Rules and, as required by those rules, is subject to the approval of
Shareholders in general meeting. Shareholder approval will also be required to
approve on a poll a waiver by the Panel in respect of the requirement which
would otherwise arise for the Vendors and Mark Savage (together the "Concert
Party") to make a general offer to Shareholders under Rule 9 of the City Code to
acquire all the Ordinary Shares not held by the Concert Party.
Principal Terms of the Acquisition
Under the terms of the Acquisition Agreement between Tower and the Vendors:
(1) Tower has agreed to purchase the entire issued capital of Neptune for a
total consideration of #4,000,000, to be satisfied by the issue of 200,000,000
Ordinary Shares ("Consideration Shares") to the Vendors at 2 pence per share;
(2) the consideration will be payable on Completion of the Acquisition
Agreement; and
(3) Completion of the Acquisition is conditional on, inter alia, Tower
obtaining Shareholder approval for all of the resolutions to be proposed and
voted on at the Extraordinary General Meeting as detailed in the notice
convening an Extraordinary General Meeting referred to in this announcement ("
Resolutions"), the grant of exploration licences in each of Namibia and Uganda
and #2 million ("Minimum Subscription") having been obtained under the Placing.
The exploration licences have now been granted. It is expected that, assuming
the Resolutions are approved, completion of the Acquisition will take place on
16 January 2006.
Background to and Reasons for the Acquisition
The Company was admitted to AIM on 13 January 2005 as an investing company with
a strategy of undertaking investments in the mining, minerals and oil and gas
sectors. The proposed acquisition of Neptune is the Company's first investment
and represents the start of the implementation of that strategy. Whilst the
properties held by Neptune's subsidiaries are at a very early stage of
exploration, the Directors and the Proposed Directors believe that the available
data is sufficiently encouraging to merit further work and investigation.
Current Trading, Recent Trends and Prospects
The Company is currently an investing company (as defined by the AIM Rules).
Following Completion, the Company's sole business will be that of the holding
company of Neptune. Tower has not had any employees since its incorporation and
Neptune currently has no employees.
The Company has not sold any products or performed any services since
incorporation and there are therefore no significant recent trends in
production, sales and inventory costs and selling prices between the end of the
last financial year and the date of this document.
Reasons for the Placing
The Company is proposing to raise #2,000,000, before expenses, through the issue
of 133,333,333 ordinary shares ("Placing Shares") at 1.5 pence per share ("
Placing Price"). These Placing subscriptions are conditional on Completion and
the Placing Shares being admitted to trading on AIM.
Pursuant to the terms of the placing agreement between the Company and Corporate
Synergy plc ("Placing Agreement"), Corporate Synergy has agreed to use its
reasonable endeavours to place the Placing Shares. The Placing Shares will
represent approximately 29.09% of the issued ordinary share capital of the
Company at admission of the Enlarged Issued Share Capital of the Company to
trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules ("
Admission").
The Placing Shares will, upon issue, rank pari passu in all respects with the
existing ordinary shares, including the right to receive any dividends and other
distributions declared, made or paid following Admission and will be issued
credited as fully paid.
The Placing is conditional, inter alia, on:
(1) the Placing Agreement becoming unconditional and not having been
terminated in accordance with its terms prior to Admission;
(2) the Minimum Subscription having been raised; and
(3) Admission occurring by 17 January 2006 (or such later time and date
as Corporate Synergy and the Company may agree, being no later than 11 February
2006).
The Placing is being made to finance the Company's exploration programme and to
discharge a debt of US$466,184 owed by Neptune to TM Services Limited, a company
of which Peter Taylor and Peter Blakey are the directors and sole shareholders.
The money was lent to Neptune after execution of the Acquisition Agreement to
enable it to finalise its subsidiaries' licences and to commence activities
prior to Completion. The loan agreement and an associated deed of variation are
described in the Company's admission document.
Existing Directors and Proposed Directors
Board changes
On completion of the Acquisition, Ross Warner and Hugh Warner (who were
appointed as directors of the Company on 6 December 2004) will resign as
directors and Peter Taylor, Peter Blakey and Mark Savage will be appointed as
new directors of the Company. The board immediately following Completion will be
as follows:
Russell Langusch BE (Hons) MEngSc (Executive Director) (Age: 55)
Russell Langusch is a petroleum engineer who has accumulated over 29 years'
experience in the upstream oil & gas and finance sectors. This period includes
direct working experience in Australia, South-east Asia and the UK North Sea.
From 1975 Mr Langusch spent 13 years with Schlumberger and Esso in a variety of
roles including field engineer, field service manager, marketing manager,
petrophysicist and senior reservoir engineer. He was then employed by a number
of international investment banks including James Capel, Deutsche Bank and CIBC
World Markets as an Oil & Gas Analyst undertaking company research, corporate
advisory and M&A work. In 2001 he established his own consulting business
providing services to numerous domestic and international clients. Mr Langusch
was appointed managing director of Elixir Petroleum Limited, a dual AIM and
ASX-listed North Sea exploration company, in May 2004.
Peter Taylor BSc CEng (Non-Executive Director) (Age: 58)
Peter Taylor is Joint Chairman of TM Services Ltd, an international oil and gas
consulting company. In 1991, he was a founding member and director of TM Oil
Production Ltd, which is now Dana Petroleum Plc, an oil and gas company listed
on the Official List and one of the UK's leading independents. Mr Taylor was a
director of Dana until 2001. He was also a founding member and director of
Consort Resources Ltd, which became a significant North Sea gas production
company, and of Planet Oil Limited, which was merged with Hardman Resources
Limited in 1998. Mr Taylor was a founding member and director of Star Petroleum
PLC, which was incorporated into Global Petroleum Ltd, which is dual ASX and AIM
listed and which has significant interests in Kenya and the Falkland Islands.
Mr Taylor is a founding member and director of Neptune.
Peter Blakey BSc CEng (Non-Executive Director) (Age: 65)
Peter Blakey is Joint Chairman of TM Services Ltd, an international oil and gas
consulting company. In 1991, he was a founding member and director of TM Oil
Production Ltd, which is now Dana Petroleum Plc, an oil and gas company listed
on the Official List and one of the UK's leading independents. He was also a
founding member and director of Consort Resources Ltd, which became a
significant North Sea gas production company, and of Planet Oil Limited, which
was merged with Hardman Resources Limited in 1998. Mr Blakey was a founder
member and director of Star Petroleum PLC, which was incorporated into Global
Petroleum Ltd, which is dual ASX and AIM listed and which has significant
interests in Kenya and the Falkland Islands. Mr Blakey is a founding member and
director of Neptune.
Mark Savage B. Bus. (Non-Executive Director) (Age: 48)
Mark Savage was born and educated in the United States of America where he
received a business degree from the University of Colorado and was senior
executive for a number of US banks before he joined an Australian based merchant
bank. Mr Savage has experience in debt and equity markets as well as in the
corporate advisory area. He has held directorships with a number of public
companies. Mr Savage is a director of Global Petroleum Ltd which is dual ASX
and AIM listed and which has significant interests in Kenya and the Falkland
Islands.
Dealing restrictions
Each of the Proposed Directors, Bayview Investments LLC, Ascent Capital Pty Ltd,
Elliot Holdings Pty Ltd, David Steinepreis, Oakhurst Enterprises Pty Ltd, Derek
Steinepreis, Talltree Holdings Pty Ltd, Argonaut Capital Limited and EGR
Investments Pty Limited have agreed with the Company that they will not dispose
of any interest in their Ordinary Shares for a period of 12 months from
Admission. The provisions of the lock-in arrangements will not apply in certain
limited circumstances which include, inter alia:
* the acceptance of a general offer for the whole of the issued equity share
capital of the Company in accordance with the City Code, where such disposal
or agreement to dispose is either conditional upon the announcement of such
offer or is by way of acceptance of such offer or the giving of an
irrevocable undertaking to accept such an offer; or
* pursuant to a compromise or arrangement between the Company and its
creditors; or
* for the purpose only of effecting the appointment of a trustee or new
trustee of a family settlement for the benefit of members of the immediate
family of a locked-in Shareholder; or
* by the personal representatives of a locked-in Shareholder in the event
that he should die; or
* pursuant to a court order.
City Code
Persons acting in concert comprise persons who, pursuant to an agreement or
understanding (whether formal or informal), actively co-operate, through the
acquisition by any of them of shares in a company, to obtain or consolidate
control (which is defined in the City Code as a holding, or aggregate holdings,
of shares carrying 30 per cent. or more of the voting rights of a company,
irrespective of whether the holding or holdings give de facto control) of that
company. The Vendors are all shareholders and, in the case of Peter Taylor and
Peter Blakey, directors of Neptune and are therefore, together with Mark Savage,
who is the sole director and shareholder of Bayview Investments LLC (one of the
Vendors), considered to be acting in concert. The Acquisition therefore gives
rise to certain considerations under the City Code. Brief details of the City
Code and the protections it affords to Shareholders are described below.
The City Code has not, and does not seek to have, the force of law. It has,
however, been acknowledged by both the government and other regulatory
authorities that those who seek to take advantage of the facilities of the
securities markets in the UK should conduct themselves in matters relating to
takeovers in accordance with high business standards and so according to the
City Code.
The City Code is issued and administered by the Panel on Takeovers and Mergers
("Panel"). The City Code applies to all takeover and merger transactions,
however effected, where the offeree company is, inter alia, a listed or unlisted
public company, quoted or unquoted and resident in the UK, the Channel Islands
or the Isle of Man (and to certain categories of private limited companies).
Tower is such a company and its Shareholders are therefore entitled to the
protections afforded by the City Code.
Under Rule 9 of the City Code ("Rule 9") where (i) any person acquires shares
which, when taken together with shares already held by him or shares held or
acquired by persons acting in concert with him, carry 30 per cent. or more of
the voting rights of a company subject to the City Code or (ii) any person who,
together with persons acting in concert with him, holds not less than 30 per
cent. but not more than 50 per cent. of the voting rights of a company subject
to the City Code and such person, or persons acting in concert with him,
acquires any additional shares which increase his percentage of the voting
rights, such persons are normally obliged to make a general offer to all the
remaining shareholders to purchase, in cash, their shares at the highest price
paid by him, or any person acting in concert with him, within the preceding 12
months.
By virtue of their being shareholders in and (in the case of Peter Taylor and
Peter Blakey) directors of Neptune, the Vendors and Mark Savage are considered
to be acting in concert. Immediately following Completion, the shareholding of
the Vendors will be, in aggregate, 210,833,334 Ordinary Shares, representing
approximately 46% of the Enlarged Issued Share Capital, as a result of being
issued 200 million new Ordinary Shares pursuant to the Acquisition Agreement and
a further 10,833,334 new Ordinary Shares pursuant to the Placing.
Bayview Investments LLC is a company incorporated in New Mexico, USA. Its sole
director and shareholder is Mark Savage, one of the Proposed Directors. Bayview
is an investment holding company incorporated on 21 January 2005 and it has no
material assets other than its investment in Neptune. It is not required to file
accounts under the laws of its state of incorporation. Pen portraits of the
Vendors are set out under the heading "Existing Directors and Proposed Directors
" in this announcement.
Peter Taylor, Peter Blakey and TM Services Limited, a company of which Peter
Taylor and Peter Blakey are the directors and sole shareholders, are together
interested in an aggregate 34.1 per cent. of the issued share capital of Global
Petroleum Ltd, which is involved in petroleum exploration projects. Otherwise,
neither Peter Taylor, Peter Blakey, Mark Savage nor Bayview Investments LLC has
any interest material to them in any business similar in nature to that of the
Enlarged Group.
The individual holdings of the Vendors following Completion will be as follows:
Immediately following completion of the Acquisition
Name Number of Ordinary Shares % of Enlarged Issued Share Capital*
Peter Taylor 55,416,667 12.09%
Peter Blakey 55,416,667 12.09%
Bayview Investments 100,000,000 21.82%
LLC
Total 210,833,334 46 00%
*assuming Minimum Subscription under the Placing. Each of the Minimum
Subscription and the Acquisition are inter-conditional.
The Panel has agreed, however, subject to Resolution 2 being passed on a poll by
the independent Shareholders at the Extraordinary General Meeting, to waive the
obligation on the Concert Party to make a general offer to Shareholders under
Rule 9 of the City Code which would otherwise arise as a result of the issue of
210,833,334 new Ordinary Shares to the Concert Party pursuant to the Acquisition
and the Placing ("Waiver").
Following Completion, the Vendors will between them hold more than 30 per cent.
but not more than 50% of the Enlarged Issued Share Capital and for as long as
they continue to be treated as acting in concert, any further increase in their
aggregate shareholding will be subject to the provisions of Rule 9 of the City
Code.
None of the Vendors nor any person acting in concert with any of them has
purchased Ordinary Shares in the 12 months immediately preceding the date of
this document. The Waiver, which the Panel has agreed to grant subject to the
passing of the Resolution 2, will be invalidated if any purchases of Ordinary
Shares are made by any of the Vendors or any person acting in concert with any
of them in the period between the date of this document and the Extraordinary
General Meeting. Each of the Vendors and Mark Savage has undertaken to the
Company that he will not make any such purchases of Ordinary Shares.
Extraordinary General Meeting
At the end of the Company's admission document there is a notice convening an
Extraordinary General Meeting of the Company to be held at 30 Farringdon Street,
London EC4A 4HJ at 10.00 a.m. on 16 January 2006 at which the Resolutions will
be proposed to:
(1) approve the Acquisition for the purposes of Rule 14 of the AIM Rules;
(2) approve the Waiver;
(3) to grant authority to the directors pursuant to section 80 of the Act
to allot relevant securities including, inter alia, the Consideration Shares and
the Placing Shares;
(4) to give power to the directors to allot certain relevant securities
free from pre-emption rights as if section 89 of the Act did not apply to such
allotment.
Resolutions (1) to (3) will be proposed as ordinary resolutions while Resolution
(4) will be proposed as a special resolution. As required by the Panel,
Resolution 2 will be taken on a poll of independent shareholders. The
Acquisition is conditional upon, inter alia, all the Resolutions being carried.
Action to be taken
Shareholders will find enclosed with the admission document that is being posted
today a Form of Proxy for use at the Extraordinary General Meeting. Whether or
not Shareholders intend to be present at the meeting, they are requested to
complete, sign and return their Forms of Proxy to the Company's registrars,
Computershare Investor Services PLC, PO Box 82, The Pavilions, Bridgwater Road,
Bristol BS99 7NH as soon as possible but, in any event, so as to arrive no later
than 10.00 a.m. on 14 January 2006. The completion and return of a Form of Proxy
will not preclude Shareholders from attending the meeting and voting in person
should they wish to do so.
Further information
Shareholders' attention is drawn to the information set out in admission
document that is being despatched to them today and in particular to the risk
factors set out in Part 8 thereof.
Recommendation
The Existing Directors of the Company, having been so advised by Nabarro Wells &
Co. Limited, unanimously believe that the Acquisition and the waiver of Rule 9
of the City Code are fair and reasonable and in the best interests of the
Company and its Shareholders as a whole.
Accordingly, the Existing Directors therefore recommend Shareholders to vote in
favour of the Resolutions to be proposed at the EGM, as they intend to do in
respect of their shareholdings, amounting in aggregate to 13,450,000 Ordinary
Shares, representing 10.76 per cent. of the Existing Ordinary Shares. In giving
its advice to the Board, Nabarro Wells & Co. Limited has taken into account the
Existing Directors' commercial assessments.
Information on Neptune
Background
Neptune is the holding company of Neptune Petroleum (Namibia) Limited ("Neptune
Namibia") and Neptune Petroleum (Uganda) Limited ("Neptune Uganda"). Its
directors are Peter Taylor and Peter Blakey.
Neptune Namibia has entered into a petroleum agreement with The Government of
the Republic of Namibia relating to Blocks 1910A, 1911 and 2011A in the Republic
of Namibia.
Neptune Uganda has entered into a production sharing agreement with The
Government of the Republic of Uganda in relation to Exploration Area 5 in the
Republic of Uganda.
Namibia Project
Blocks 1910A, 1911 and 2011A cover an area of approximately 22,000 sq km
offshore Namibia, in water depths ranging from 200 metres to 3,000 metres. It
is believed that the basin or basins covered were formed in response to thermal
subsidence following the rifting preceding the separation of Africa from South
America.
Very few wells have been drilled in the area, but, from the data available, two
oil-prone source rock horizons have been identified, one in the early Aptian and
another in the Cenomanian - Turonian. Other source rocks may be present in the
syn-rift Lacustrine shales of the Hauterivan and possibly in shales in the
pre-rift Karoo section. Potential reservoirs have been encountered in the
Barremian to Cenomanian and Turonian to Maastrichtian successions.
Reconnaissance grids of modern seismic data are available over all the Blocks.
Few wells have been drilled to date but, the presence of oil prone source rocks
and potential reservoirs and the totally unexplored nature of the deeper water
suggests this may be an attractive frontier play.
Uganda Project
Block 5 covers an area of approximately 6,000 sq km. The area is onshore
covering the northern part of the East African Rift Valley in the north west of
Uganda at the northern end of the Albertine Graben. The main objectives are the
Tertiary rift sediments which have been found to be oil and gas bearing in the
acreage to the south.
Oil seeps have been observed all along the edge of the rift but very few modern
wells have been drilled. The Directors and the Proposed Directors believe that
the area is fairly flat savannah and that this should make seismic acquisition
relatively easy. The Directors and the Proposed Directors consider that the
fiscal terms in Uganda are attractive and development scenarios will depend on
the size of accumulation discovered. The initial program will consist of a
study of existing gravity and magnetic data and regional geological studies.
The next stage would be to acquire modern seismic data in order to determine the
size and number of potentially hydrocarbon-bearing structures. The final stage
would be the drilling of wells on the most attractive feature.
Details of the companies
Neptune Petroleum Limited was incorporated in England with registered number
5112493 on 26 April 2004. Its registered office is 5 Charterhouse Square,
London EC1M 6PX. Its issued capital is #4,000 made up of 80,000 ordinary shares
of #0.05 each, all of which are fully paid. It undertakes no activities other
than those associated with it being a holding company. It has never paid a
dividend.
Neptune Petroleum (Namibia) Limited was incorporated in the British Virgin
Islands with registered number 660039 on 6 June 2005. Its registered office is
PO Box 3152, Road Town, Tortola, BVI. Its issued capital is US$2 made up of 2
ordinary shares of US$1 each, both of which are fully paid. It undertakes no
activities other than those associated with the Namibia Project. It has never
paid a dividend.
Neptune Petroleum (Uganda) Limited was incorporated in the British Virgin
Islands with registered number 659047 on 31 May 2005. Its registered office is
PO Box 3152, Road Town, Tortola, BVI. Its issued capital is US$2 made up of 2
ordinary shares of US$1 each, both of which are fully paid. It undertakes no
activities other than those associated with the Uganda Project. It has never
paid a dividend.
Directors and other interests
The interests (all of which are beneficial unless stated otherwise) of the
Existing Directors and the Proposed Directors and their immediate families and
the persons connected with them (within the meaning of Section 346 of the Act)
which have been notified to the Company pursuant to Sections 324 and 328 of the
Act or are required to be disclosed in the Register of Directors' Interests
pursuant to Section 325 of the Act in the issued share capital of the Company
and the existence of which is known to, or could with reasonable due diligence
be ascertained by, any Existing Director or Proposed Director as at the date of
this document are as follows:
Number of Percentage of Number of Percentage of
issued share ordinary shares issued share
Ordinary Shares capital held following capital following
before the the Proposals the Proposals
Proposals before the
Name Proposals
R Langusch 2,500,000 2.00 2,500,000 0.55%
R Warner 1,000,000 0.80 1,000,000 0.22%
H Warner* 3,000,000 2.40 3,000,000 0.65%
P Taylor Nil - 55,416,667 12.09%
P Blakey Nil - 55,416,667 12.09%
M Savage** Nil - 100,000,000 21.82%
Ascent Capital*** 6,950,000 5.56 6,950,000 1.52%
* Hugh Warner's shareholding is held by a family trust called Elliot
Holdings Pty Ltd .
** Mark Savage's shareholding is held by Bayview Investments LLC. Bayview
Investments LLC was incorporated in New Mexico, USA and its sole director and
shareholder is Mr Savage.
*** Ascent Capital Pty Ltd is a company beneficially owned equally by David
Steinepreis, Hugh Warner and Gary Steinepreis.
On Admission, Russell Langusch will be granted an option to subscribe for
3,000,000 Ordinary Shares at 1.5 pence per share.
In addition to the directorships in the Company the Existing Directors and
Proposed Directors hold or have held the following directorships within the five
years immediately prior to the date of this document:
Name Current Directorships Past Directorships
Russell Langusch Elixir Petroleum Ltd Lowell Resources Funds Management Pty Ltd
Elixir Petroleum (UK) Ltd CIBC World Markets Australia Ltd
Langusch & Associates Pty Ltd
Hugh Warner Ascent Capital Pty Ltd Black Rock Oil & Gas PLC
M Health Limited Extract Resources Ltd
Green Rock Energy Limited Medivac Limited
Uranium Resources plc Aeris Technologies Ltd
Deep Yellow Tanzania Limited Peak Hill Gold Mines NL
Copperco Limited
Resonance Health Ltd
Synergy Metals Ltd
View Resources Ltd
IM Medical Ltd
Service Stream Ltd
Peninsular Mineral Limited
Data Centre Holdings Pty Ltd
My Accountants Online Pty Ltd
Black Rock Petroleum NL
Rakov Pty Limited
Fusia Limited
MinRes Resources Inc.
Black Range Minerals Ltd
OBJ Limited
Salus Technologies Limited
Deep Yellow Limited
Sturt Australia Resources NL
Molecular Pharmacology plc
Ascent Resources plc
Ross Warner Uranium Resources PLC Ascent Capital Pty Ltd
Herencia Resources PLC Molecular Pharmacology PLC
Chian Resources PLC
Medici Bioventures PLC
Davos PLC
Nardina Resources PLC
Irvine Energy PLC
Deep Yellow Tanzania Limited
Tarapaca Resources (Bermuda) Limited
Leopard Minerals PLC
Peter Taylor TM Services Limited Cats Eyes Productions Limited
TM Consultants Limited Dana Petroleum PLC
TM Management Consultants Limited Goggle Eyes Productions Limited
TM Information Systems Limited Thames Resources Limited
Sakhalin Petroleum PLC
Star Petroleum PLC
Astral Petroleum Limited Planet Oil International PLC
Global Petroleum Limited Planet Oil Limited
Jupiter Petroleum Limited Pursuit Dynamics PLC
Pursuit Resources Limited Consort Resources Limited
Neptune Petroleum Ltd
Neptune Petroleum (Namibia) Ltd
Neptune Petroleum (Uganda) Ltd
Saturn Petroleum Limited
Comet Petroleum Limited
Peter Blakey TM Services Limited Microfloat Bed Company Limited
TM Consultants Limited Thames Resources Limited
TM Management Consultants Limited Sakhalin Petroleum PLC
TM Information Systems Limited Arden Resources Limited
Star Petroleum PLC Planet Oil International PLC
Astral Petroleum Limited Planet Oil Limited
Global Petroleum Limited Grove Energy Limited
Jupiter Petroleum Limited Consort Resources Limited
Pursuit Resources Limited Goggle Eyes Productions Limited
Neptune Petroleum Ltd Cats Eyes Productions Limited
Neptune Petroleum (Namibia) Ltd
Neptune Petroleum (Uganda) Ltd
Comet Petroleum Limited
Saturn Petroleum Limited
Mark Savage Central Asia Gold Limited M Health Limited
Global Petroleum Limited
Stirling Products Limited
Bayview Investments LLC
Company's accounts
The Company's accounts from the date of incorporation on 6 December 2004 to 30
June 2005 and set out in the appendix to this announcement. Copies will be
posted to shareholders by 31 December 2005 and will be obtainable from Nabarro
Wells & Co. Limited, Saddlers House, Gutter Lane, London EC2V 6HS.
Publication of admission document
The Company will post its admission document to existing shareholders today.
Copies can be obtained from Nabarro Wells & Co. Limited, Saddlers House, Gutter
Lane, London EC2V 6HS.
APPENDIX
Income Statement
For the period ended 30 June 2005
30 June 2005
CONTINUING OPERATIONS #
Administrative expenses (168,938)
Operating loss (168,938)
Investment income 11,350
Loss before taxation (157,588)
Income tax expense -
Loss for the period (157,588)
Loss per share (0.14)
Diluted loss per share (0.14)
Balance Sheet
As at 30 June 2005
30 June 2005
#
ASSETS
Current assets
Cash and cash equivalents 552,412
Total assets 552,412
LIABILITIES
Current liabilities -
Total liabilities -
Net assets 552,412
EQUITY
Share capital 125,000
Share premium 585,000
Retained earnings (157,588)
Total equity 552,412
Cash Flow Statement
For the period ended 30 June 2005
30 June 2005
#
Net cash outflow from operating activities (Note 1) (168,938)
Investing activities
Interest received 11,350
Financing activities
Net proceeds from issue of ordinary share capital 710,000
Net increase in cash and cash equivalents 552,412
Notes to the Cash Flow Statement
30 June 2005
#
1. Cash generated from operations
Operating loss (194,341)
Currency translation differences 25,403
Cash generated from continuing operations (168,938)
NOTES TO THE FINANCIAL INFORMATION
For the period ended 30 June 2005
1. Accounting Policies
Basis of Accounting
The financial information has been prepared under the historical cost convention
and in accordance with International Financial Reporting Standards and IFRIC
interpretations and with the parts of the Companies Act 1985 applicable to
companies reporting under International Financial Reporting Standards.
Foreign Currencies
Transactions in foreign currencies are translated into sterling at the rate of
exchange ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated at the rate of exchange ruling
at the balance sheet date. The resulting exchange gain or loss is dealt with in
the profit and loss account.
2. Share capital
Period ended
30 June 2005
#
Authorised
10,000,000,000 Ordinary shares of #0.001 each 10,000,000
Issued and fully paid
125,000,000 Ordinary shares 125,000
The Company was incorporated on 6 December 2004 with an authorised share capital
of #10,000,000 divided into 10,000,000,000 ordinary shares of #0.001 each, of
which 2 shares were issued fully paid, on incorporation.
On 13 December 2004 the founders subscribed for an aggregate of 59,999,998
Ordinary Shares, all at par value, to raise #59,998.
On 11 January 2005 the Company allotted 65,000,000 Ordinary Shares for cash at
#0.01 per share to raise #650,000.
3. No dividends were paid or proposed in respect of the period
ended 30 June 2005.
4. Post balance sheet event
On 11 August 2005 the Company announced that it had entered into an agreement to
acquire 100% of two frontier oil and gas plays through the proposed purchase of
the entire issued share capital of Neptune Petroleum Limited from Peter Taylor,
Peter Blakey and Bayview Investments LLC.
**ENDS**
Contacts:
Russell Langusch 07840 523771
Peter Taylor 020 7867 8600
Peter Blakey 020 7867 8600
This information is provided by RNS
The company news service from the London Stock Exchange
END
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