TIDMAST

RNS Number : 6114A

Ascent Resources PLC

30 September 2015

Ascent Resources plc / Epic: AST / Index: AIM / Sector: Oil and Gas

Ascent Resources plc

("Ascent" or "the Company")

Interim results for the period ended 30 June 2015

Ascent presents its unaudited results for the six months ended 30 June 2015.

Introduction

Good progress was made during the period under review on acquiring the permits required to develop the Petišovci gas field in Slovenia ("the Petišovci Project"). The Integrated Pollution Prevention ("IPPC Permit") was provisionally awarded to the Company in June 2015 following a public consultation. However two parties have subsequently filed appeals against the decision. These appeals will be heard by the Environment Ministry in the first instance with a potential further appeal through the courts. Whilst guidelines for the duration of these appeals suggest they should be completed within six to nine months, it is not possible to say with certainty how long they will take.

In view of these further delays resulting from the appeals process, a decision has been made by the Board, to make further cuts in expenditure, and reduce amounts currently being incurred on field development to a minimum from 1 October 2015.

In parallel with our efforts to secure the permits required to produce gas into the Slovenian national grid, the Company is exploring alternative routes to market for gas production which would not require the IPPC Permit and which would require significantly lower capital expenditure. Discussions are currently in progress with third parties.

Petišovci Project

Background

Ascent has an interest in the Petišovci gas field in Slovenia with its partner Geoenergo. Forty-two million euros have been spent on the development of the field which could supply a significant proportion of Slovenia's future gas requirements thereby reducing its dependency on imported gas. In recognition of the key strategic importance of the project, earlier this year the Slovenian government designated Nafta Lendava, which holds an interest in the concession through its shareholding in Geoenergo, as one of 21 important national assets. The preferred field development plan is to install a gas gathering and separation station ("GGSS") to reduce the carbon dioxide content of the gas to meet national gas grid specifications, upgrade a metering station at the entry point to the national grid and connect the wells via the GGSS to the metering station.

IPPC Permit

Under Directives adopted by all EU Governments, the installation of the GGSS requires an IPPC Permit. The application was completed in July 2014 and submitted to the Environmental Agency ("ARSO") for approval. The Agency approved the permit in December 2014 subject to public consultation and in June 2015 it announced that, following the completion of this consultation, the Permit had been provisionally awarded subject to a statutory period for appeals. In August 2015, the Company received formal notification that two parties had lodged appeals to which Ascent submitted its responses in August 2015. The appeals will be heard in the first instance by the Environment Ministry with potentially a further appeal to the courts if either of them is found to have substance.

Based on legal and informal advice received by the Board, it remains firmly of the view that the required IPPC Permit will be issued in final form. Slovenian government guidelines indicate that the first appeal should take a maximum of three months and the second an average of six months. If the decision has to be referred to the Slovenian courts, the final permit may not be awarded until sometime in 2016.

In view of the slow progress on the IPPC Permit post-provisional award, the Company has decided to minimise expenditure until the award is unconditional. In the meantime, negotiations are underway to explore alternative routes to market for the gas.

In order to minimise expenditure while we wait for the IPPC Permit the Company has decided to reduce its headcount in Slovenia, terminate retained consultants and for Non-executive Directors to defer fees.

Current Funding

In February 2015 the Company drew down the final GBP500,000 which remained undrawn on the 2014 convertible loan notes ("CLNs").

The variation of the terms of the 2013 and 2014 notes was approved by shareholders and note holders on 19 February 2015. This pushed out the redemption date to 19 November 2015 and in return the conversion price on the notes was adjusted to 1,000 ordinary shares for every GBP1 Loan note. Further details are included in Note 6 below.

In May 2015 the Company agreed a GBP7 million facility with Henderson Global Investors. Whilst the facility was not intended to be used to cover delays in permitting, the Company agreed the drawdown of the first GBP250,000 to fund its working capital requirements in August and intends to make a further drawdown of GBP100,000 in the next few days. The Company is presently reliant on this facility to fund its working capital requirements with drawdowns made solely at the discretion of Henderson.

The CLNs which were varied in February 2015 and the liabilities to EnQuest are due for redemption on 19 November 2015.

Issues of equity

On 2 May 2015 the Company raised GBP550,000 (GBP525,250 net of costs) through the placing (the "Placing") of 275,000,000 ordinary shares in the capital of the Company at a price of 0.2p per Ordinary Share with investors using the Primarybid.com platform. PrimaryBid is a trading name of Darwin Strategic Limited which is regulated and authorised by the Financial Conduct Authority (FCA).

At the general meeting of shareholders on 3 September 2015, shareholders voted to give the Directors the authority to issue a further GBP1,500,000 nominal value of Ascent ordinary shares.

Other funding discussions

The Company has held discussions with a range of parties interested in participating in a farm out. Discussions are well advanced with several parties, the completion of which is likely to be subject to either the IPPC Permit being issued in final form or, failing that, an alternative method of transporting gas to market is found.

The Company continues to have positive discussions with banks who, following lengthy, technical due diligence, have expressed firm interest in providing up to EUR20 million of debt funding to the project. These funds would be available after the IPPC Permit has been declared valid and additional equity investment has been secured.

Board Changes

In line with the decision to limit expenditure management changes were implemented with a view to conserving the Company's cash until the IPPC Permit is awarded in final form or an alternative is found.

As part of this process, Len Reece, Ascent's CEO for the past three years, resigned as a director of the Company on 14 August 2015 and on 10 September the Company and Mr. Reece entered into a settlement agreement to terminate his employment. Colin Hutchinson, Finance Director, has become interim Chief Executive and with the support of the Non-executive Directors will lead the day-to-day activities of the Company.

The Board of Ascent would like to extend its thanks and appreciation for Len's work in leading the Company over the past three years. Len oversaw the move from a collection of disparate assets spread over five countries to a focus on its prime Slovenian asset. More recently he has been instrumental in moving the IPPC Permit forwards. We wish Len well for the future.

Results for the period

The result for the period was a loss of GBP2,684,000 (2014: GBP1,886,000)

Outlook

The attractions of the Petišovci Project remain strong: the verified gas in place is significant and the proximity to infrastructure means that once the permitting issue has been resolved the project should move forward into production. The decision in June 2015 to award the IPPC Permit provisionally was a major step forward. The Board is advised that the current challenges to that decision are unlikely to succeed and that the IPPC will be unconditionally awarded at the end of the permitted reviews and challenges. When this happens, the intended funding from the banks or new financial partners should become available to us.

During the past few months the Company and its partners have been exploring the possibility of bringing their unprocessed gas to market thereby bypassing the need for the IPPC Permit and the capital expenditure associated with the required processing plant. Whilst encouraging discussions are underway with a number of parties, at the time of writing it is not possible to say with certainty whether such arrangements will be concluded and a further announcement will be made in due course.

Enquiries:

Ascent Resources plc 0207 251 4905

Clive Carver, Chairman

Colin Hutchinson, Interim CEO

finnCap Limited, Nominated Adviser 0207 220 0500

Christopher Raggett

Consolidated Income Statement

(MORE TO FOLLOW) Dow Jones Newswires

September 30, 2015 02:00 ET (06:00 GMT)

for the Period ended 30 June 2015

 
                                                 Six months        Six months 
                                                      ended             ended 
                                                    30 June           30 June 
                                             2015 Unaudited    2014 Unaudited 
                                    Notes         GBP '000s         GBP '000s 
 Continuing Operations 
 Administrative expenses                            (1,011)           (1,105) 
                                           ----------------  ---------------- 
 Loss from operating activities                     (1,011)           (1,105) 
 Finance income                                           1                 2 
 Finance cost                                       (1,674)             (783) 
                                           ----------------  ---------------- 
 Net finance costs                                  (1,673)             (781) 
 
 Loss before taxation                               (2,684)           (1,886) 
 
 Income tax expense                                       -                 - 
                                           ----------------  ---------------- 
 Loss for the period                                (2,684)           (1,886) 
 
 Basic & fully diluted loss 
  per share (pence)                                  (0.17)            (0.13) 
 

Consolidated Statement of Comprehensive Income

for the Period ended 30 June 2015

 
                                      Six months   Six months 
                                           ended        ended 
                                         30 June      30 June 
                                            2015         2014 
                                       Unaudited    Unaudited 
                                       GBP '000s    GBP '000s 
 Loss for the period                     (2,684)      (1,886) 
 Other comprehensive income 
 Currency translation differences 
  on foreign operations                  (1,809)        (752) 
 Total comprehensive loss for 
  the year                               (4,493)      (2,638) 
 
 

* Foreign currency translation differences from foreign operations may be recycled through the income statement in the future if certain conditions arise

Consolidated Statement of Changes in Equity

for the Period ended 30 June 2015

 
                            Share      Share     Equity    Shares      Share   Translation    Retained     Total 
                          Capital    Premium    reserve        to      based       Reserve    Earnings 
                                                               be    payment 
                                                           issued    reserve 
 Balance at 
  1 January 2014            1,451     55,833        518        84      1,896         (498)    (34,171)    25,113 
 Comprehensive 
  expense 
 Loss for the 
  year                          -          -          -         -          -             -     (1,886)   (1,886) 
 Other comprehensive 
  expense 
 Currency translation 
  differences                   -          -          -         -          -         (752)           -     (752) 
 Total comprehensive 
  income                        -          -          -         -          -         (752)     (1,886)   (2,638) 
 Transactions 
  with owners 
 Shares issued                  8         76          -      (84)          -             -           -         - 
 Issue of convertible 
  loan notes                    -          -         91         -          -             -           -        91 
 Share-based 
  payments and 
  expiry of options             -          -          -         -    (1,040)             -       1,113        73 
                                                                                                        -------- 
 Balance at 
  30 June 2014              1,459     55,909        609         -        856       (1,250)    (34,944)    22,639 
 Balance at 
  1 January 2014            1,451     55,833        518        84      1,896         (498)    (34,171)    25,113 
 Comprehensive 
  income 
 Loss for the 
  year                          -          -          -         -          -             -     (5,623)   (5,623) 
 Other comprehensive 
  income 
 Currency translation 
  differences                   -          -          -         -          -       (1,248)           -   (1,248) 
 Total comprehensive 
  income                        -          -          -         -          -       (1,248)     (5,623)   (6,871) 
 Transactions 
  with owners 
 Issue of convertible 
  loan notes                    -          -      2,058         -          -             -           -     2,058 
 Conversion 
  of loan notes                 -          2          -         -          -             -           -         2 
 Issue of shares 
  during the 
  year net of 
  costs                         8         76          -      (84)          -             -           -         - 
 Share-based 
  payments and 
  expiry of options             -          -          -         -    (1,035)             -       1,181       146 
                                                                                                        -------- 
 Balance at 
  31 December 
  2014                      1,459     55,911      2,576         -        861       (1,746)    (38,613)    20,448 
 Balance at 
  1 January 2015            1,459     55,911      2,576         -        861       (1,746)    (38,613)    20,448 
 Comprehensive 
  income 
 Loss for the 
  year                          -          -          -         -          -             -     (2,684)   (2,684) 
 Other comprehensive 
  income 
 
 Currency translation 
  differences                   -          -          -         -          -       (1,809)           -   (1,809) 
 Total comprehensive 
  income                        -          -          -         -          -       (1,809)     (2,684)   (4,493) 
 Transactions 
  with owners 
 Issue of shares 
  during the 
  year net of 
  costs                       275        250          -         -          -             -           -       525 
 Extinguishment 
  of convertible 
  loan notes                    -          -    (2,576)         -          -             -       2,576         - 
 Extension of 
  convertible 
  loan notes                    -          -      1,910         -          -             -           -     1,910 
 Share-based 
  payments                      -          -          -         -         73             -           -        73 
                        ---------  ---------  ---------  --------  ---------  ------------  ----------  -------- 
 Balance at 
  30 June 2015              1,734     56,161      1,910         -        934       (3,555)    (38,721)    18,463 
 

Consolidated Statement of Financial Position

As at 30 June 2015

 
                                      30 June      30 June   31 December 
                                         2015         2014          2014 
                                    Unaudited    Unaudited       Audited 
                                    GBP '000s    GBP '000s     GBP '000s 
 Assets 
 Non-current assets 
 Property, plant and 
  equipment                                 2            2             2 
 Exploration and evaluation 
  costs                                31,455       33,221        33,166 
                                  -----------  -----------  ------------ 
 Total non-current assets              31,457       33,223        33,168 
 Current assets 
 Trade and other receivables              142           88            98 
 Cash and cash equivalents                239          937           456 
                                  -----------  -----------  ------------ 
 Total current assets                     381        1,025           554 
 Total assets                          31,838       34,248        33,722 
                                  ===========  ===========  ============ 
 
 Equity and liabilities 
 Share capital                          1,734        1,459         1,459 
 Share premium account                 56,161       55,911        55,911 
 Equity reserve                         1,910          609         2,576 
 Share-based payment 
  reserve                                 934          856           861 
 Translation reserves                 (3,555)      (1,250)       (1,746) 
 Retained earnings                   (38,721)     (34,944)      (38,613) 
 Total equity                          18,463       22,639        20,448 
                                  -----------  -----------  ------------ 
 
 Non-current liabilities 
 Provisions                               370          420           410 
 Other non-current liabilities              -        2,417             - 
                                  -----------  -----------  ------------ 
 Total non-current liabilities            370        2,837           410 
 
 Current liabilities 
 Trade and other payables                 535          457           647 
 Borrowings                             9,691        8,315         9,624 
 Other current liabilities              2,779            -         2,593 
                                  -----------  -----------  ------------ 
 Total current liabilities             13,005        8,772        12,864 
 Total liabilities                     13,375       11,609        13,274 
 Total equity and liabilities          31,838       34,248        33,722 
                                  ===========  ===========  ============ 
 

Consolidated Statement of Cash Flows

(MORE TO FOLLOW) Dow Jones Newswires

September 30, 2015 02:00 ET (06:00 GMT)

for the six months ended 30 June 2015

 
                                Six months   Six months           Year 
                                     ended        ended          ended 
                                   30 June      30 June    30 December 
                                      2015         2014           2014 
                                 Unaudited    Unaudited        Audited 
                                 GBP '000s    GBP '000s      GBP '000s 
 Cash flows from operations 
 Loss before tax for 
  the year                         (2,684)      (1,886)        (5,623) 
 DD&A charge                             -            1              2 
 (Increase) / Decrease 
  in receivables                      (44)           22             12 
 (Decrease) / Increase 
  in payables                        (112)           49            238 
 Share-based payment 
  charge                                73           73            146 
 Exchange differences                   30            6           (42) 
 Finance income                        (1)          (2)            (3) 
 Finance cost                        1,674          783          3,516 
                               -----------  -----------  ------------- 
 Net cash flows from 
  operating activities             (1,064)        (954)        (1,754) 
 
 Cash flows from investing 
  activities 
 Interest received                       1            2              3 
 Payments for investing 
  in exploration                     (174)        (389)          (773) 
 Disposal of property, 
  plant & equipment                      -            -            (1) 
                               -----------  -----------  ------------- 
 Net cash used in investing 
  activities                         (173)        (387)          (771) 
 
 Cash flows from financing 
  activities 
 Interest paid and other 
  finance fees                         (1)         (55)           (60) 
 Proceeds from loans                   500        2,150          3,650 
 Loans repaid                          (1)            -          (761) 
 Loan issue costs                        -            -           (32) 
 Proceeds from issue                   550            -              - 
  of shares 
 Share issue costs                    (25)            -              - 
                               -----------  -----------  ------------- 
 Net cash generated from 
  financing activities               1,015        2,095          2,797 
 
 Net increase in cash 
  and cash equivalents 
  for the year                       (214)          754            272 
 Effect of foreign exchange 
  differences                          (3)          (1)              - 
 Cash and cash equivalents 
  at beginning of the 
  year                                 456          184            184 
                               -----------  -----------  ------------- 
 Cash and cash equivalents 
  at end of the year                   239          937            456 
                               ===========  ===========  ============= 
 
   1.     Accounting Policies 

Reporting entity

Ascent Resources plc ('the Company') is a company domiciled in England. The address of the Company's registered office is 5 New Street Square, London EC4A 3TW. The unaudited consolidated interim financial statements of the Company as at 30 June 2015 comprise the Company and its subsidiaries (together referred to as the 'Group').

Basis of preparation

The interim financial statements have been prepared using measurement and recognition criteria based on International Financial Reporting Standards (IFRS and IFRIC interpretations) issued by the International Accounting Standards Board (IASB) as adopted for use in the EU. The interim financial information has been prepared using the accounting policies which will be applied in the Group's statutory financial statements for the year ended 31 December 2015 and were applied in the Group's statutory financial statements for the year ended 31 December 2014.

All amounts have been prepared in British pounds, this being the Group's presentational currency.

The interim financial information for the six months to 30 June 2015 and 30 June 2014 is unaudited and does not constitute statutory financial information. The comparatives for the full year ended 31 December 2014 are not the Group's full statutory accounts for that year. The information given for the year ended 31 December 2014 does not constitute statutory financial statements as defined by Section 435 of the Companies Act. The statutory accounts for the year ended 31 December 2014 have been filed with the Registrar and are available on the Company's web site www.ascentresources.co.uk. The auditors' report on those accounts was unqualified and included an emphasis of matter drawing attention to the importance of disclosures made in the annual report regarding going concern. It did not contain a statement under Section 498(2)-(3) of the Companies Act 2006

Going Concern

The financial statements of the Group are prepared on a going concern basis.

In July 2015 the Company drew GBP250,000 from a working capital facility provided by Henderson. In order to continue to operate as a going concern the Company is currently wholly reliant on this facility. The Directors are pursuing a range of funding options, including a strategic investor or a farm-in arrangement. The Company is also wholly reliant on the support from shareholders to meets its current liabilities as recorded in trade and other payables, the majority of which are owed to partners in Slovenia.

However, there can be no guarantee over the outcome of these negotiations and as a consequence there is a material uncertainty of the Group's ability to raise additional finance, which may cast significant doubt on the Group's ability to continue as a going concern. Further, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.

The Directors, however, remain confident of the Group's ability to operate as a going concern given the funding discussions that have and continue to take place and in light of the recent support from existing shareholders.

Liquidity and Capital Resources:

The Company continues to be an emerging business and currently has no production cash flows; consequently, it manages its working capital and liquidity position by balancing the timing of critical expenditure with available funds. Further information on future funding arrangements and the Directors' assessment of the Group's going concern position is set out above.

Principal Risks and Uncertainties:

The principal risks and uncertainties affecting the business activities of the Group remain those detailed on pages 50-52 of the Annual Review 2014, a copy of which is available on the Company's website at www.ascentresources.co.uk.

   2.     Operating loss is stated after charging 
 
                                  Six months   Six months 
                                       ended        ended 
                                     30 June      30 June 
                                        2015         2014 
                                   Unaudited    Unaudited 
 Operating loss is stated          GBP '000s    GBP '000s 
  after charging 
 Employee costs                          397          382 
 Share based payments 
  charge                                  73           73 
 Foreign exchange differences              -            - 
 
 Included within Admin 
  Expenses 
 Audit Fees                               26           26 
 Fees payable to the                       -            - 
  Company's auditor for 
  other services 
                                 -----------  ----------- 
                                          26           26 
                                 -----------  ----------- 
 
   3.     Finance income and costs recognised in loss 
 
                                Six months   Six months 
                                     ended        ended 
                                   30 June      30 June 
                                      2015         2014 
                                 Unaudited    Unaudited 
                                 GBP '000s    GBP '000s 
 Finance income 
 Income on bank deposits                 1            2 
                               -----------  ----------- 
                                         1            2 
 Finance cost 
 Interest payable on 
  borrowings                         (624)        (564) 
 Bank Charges                          (1)          (1) 
 Unwinding of EnQuest 
  liability                          (186)        (162) 
 Loss on extinguishment              (854)            - 
  of convertible loan 
  notes 
 Foreign exchange movements 
  realised                             (9)         (56) 
                               -----------  ----------- 
                                   (1,674)        (783) 
 
   4.     Loss per share 
 
                                 Six months        Six months 
                                      ended     ended 30 June 
                                    30 June    2014 Unaudited 
                                       2015 
                                  Unaudited 
                                  GBP '000s         GBP '000s 
 Total loss for the period 
  attributable to equity 
  shareholders                      (2,684)           (1,856) 
 
 Wight average number 
  of ordinary shares 
 For basic earnings per 
  share                       1,541,219,096     1,451,164,395 
 
 Total loss per share 
  (pence)                            (0.17)            (0.13) 
 

(MORE TO FOLLOW) Dow Jones Newswires

September 30, 2015 02:00 ET (06:00 GMT)

Potential shares to be issued are antidilutive so the basic earnings per share is equivalent to the diluted earnings per share.

   5.     Exploration and Evaluation Costs 
 
                          Slovenia     Total 
 Cost 
 At 1 January 2014          33,628    33,628 
 Additions                     389       389 
 Effects of movements 
  in exchange rates          (796)     (796) 
                         ---------  -------- 
 At 30 June 2014            33,221    33,221 
 At 1 July 2014             33,221    33,221 
 Additions                     384       384 
 Effects of movements 
  in exchange rates          (439)     (439) 
                         ---------  -------- 
 At 31 December 2014        33,166    33,166 
 At 1 January 2015          33,166    33,166 
 Additions                     174       174 
 Effects of movements 
  in exchange rates        (1,885)   (1,885) 
                         ---------  -------- 
 At 30 June 2015            31,455    31,455 
 
 Carrying value 
 At 30 June 2015            33,221    33,221 
 At 31 December 2014        33,628    33,628 
 At 1 July 2014             33,061    33,061 
 
   6.     Borrowings 
 
                                    30 June      30 June   31 December 
                                       2015         2014          2014 
                                  Unaudited    Unaudited       Audited 
                                  GBP '000s    GBP '000s     GBP '000s 
 Current 
 Loan with financial                      -          317             - 
  institution 
 Convertible loan note                9,691        7,998         9,624 
                                -----------  -----------  ------------ 
                                      9,691        8,315           754 
 
                                    30 June      30 June   31 December 
                                       2015         2014          2014 
                                  Unaudited    Unaudited       Audited 
                                  GBP '000s    GBP '000s     GBP '000s 
 
 Fair value of consideration 
  received                           10,017        2,000         3,500 
 Equity component                   (1,056)         (91)         (107) 
                                -----------  -----------  ------------ 
 Liability component 
  on initial recognition              8,961        1,909         3,393 
 
 Liability brought forward            9,624        5,561         5,561 
 Convertible loan notes 
  drawn in 2015                         500            0             0 
 Loan notes extinguished           (10,017)            -         (463) 
 Converted notes                        (1)            -           (2) 
 Interest expense                       624          549         1,168 
 Exchange movements                       -         (21)           (1) 
 Liability on initial 
  recognition                         8,961        1,909         3,393 
 Deferral of set up costs                 -            -          (32) 
                                -----------  -----------  ------------ 
 Liability at 31 December             9,691        7,998         9,624 
 

2013 & 2014 Convertible Loan Notes ("CLNs")

On 19 February 2015 the shareholders and note holders approved the variation of the terms on the 2013 and 2014 CLNs. In total GBP4.95 million had been drawn under the 2013 CLNs and GBP4.0 million had been drawn under the 2014 CLNs: the final GBP0.5 million having been drawn on 4 February 2015. In total, including accrued interest, some GBP10 million in aggregate was due for repayment under the 2013 and 2014 CLNs, in part on 23 December 2014 and in part on 31 January 2015. In return for extending the maturity date of the Loan Notes to 19 November 2015 and terminating the accrual of further interest, the Board of Ascent agreed to adjust the conversion price in respect of both the 2013 and 2014 CLNs from 0.5p and 0.2p respectively to 0.1p for all loan notes.

The 2013 and 2014 CLNs were extinguished and replaced with another convertible loan. On initial recognition the liability and equity element of the CLNs have been fair valued. As part of this transaction, a loss on extinguishment of GBP0.85m was recognised as a finance costs. The loan has been recognised at a discount rate of 15% and the interest charge will accrete over the loan period. The loan amount is convertible at any time into ordinary shares of the Company. The loan matures on 19 November 2015 and is repayable in full on that date.

Conversion of convertible loan notes ("CLNs")

During the period under review there have been two drawdown requests received by loan note holders to convert loan notes and the interest accrued thereon into ordinary shares.

-- On 26 March 2015 the Company issued 138,520 ordinary shares of 0.1pence each pursuant to a conversion notice received from the holder of 123 CLNs of GBP1 each.

-- On 30 April 2015 the Company issued 473,030 ordinary shares of 0.1pence each pursuant to a conversion notice received from the holder of 123 CLNs of GBP1 each.

Subsequent to the end of the period on 27 July 2015 the Company issued 244,392 ordinary shares of 0.1pence each pursuant to a conversion notice received from the holder of 217 CLNs of GBP1 each.

GBP7million short term funding facility

On 12 May 2015 the Company announced that it had agreed a GBP7million loan facility (the "Loan") for general corporate purposes with Henderson Global Investors Limited ("Henderson").

The Loan can be drawn at any time from signing to 30 June 2016 at the discretion of Henderson. The Loan accrues interest at the rate of 7.5% per annum on the amount drawn and this is added to the amount of the Loan. The Loan is subject to a drawdown fee of 1.75% per tranche which is deducted from the funds advanced. The Loan is also subject to a repayment fee of 1.25% on any amounts repaid by the Company. The balance outstanding is repayable on demand at any time.

The first GBP250k was drawn on the 21 August 2015 and the Company is currently reliant on this facility for working capital funding going forward.

   7.     Other current liabilities 

The other current liability of GBP2,779,000 (December 2014: GBP2,417,000) relates to the grant in 2011 of a nil cost option over 29,686,000 new ordinary shares of 0.1p each in the Company to EnQuest. Where the share price of the Company is below 10 pence on the exercise date the agreement provided for the liability to be settled in cash for GBP2,968,000; given the current share price, the Company considers it to be likely that the option will be settled in cash rather than through the issue of equity. As a result this was reclassified in 2012 from equity to current liabilities. This is held at a discounted rate and repayment is due in December 2015.

The discount rate used for the purposes of calculating accretion interest is 15% and the interest accreted for the period was GBP161,831.

Subsequent to the end of the reporting period the Company entered into an agreement to restructure this liability as detailed in Note 8 below.

   8.     Events subsequent to the reporting date 
   a)     EnQuest restructuring 

As detailed in Note 8 above, in December 2010 Ascent entered into an agreement with EnQuest to acquire their 48.75% interest in the Petišovci Project in Slovenia. The consideration consisted of:

-- 150,903,958 new ordinary shares of 0.1p each in the Company, which were issued fully paid to EnQuest at closing;

-- GBP14,830 payable in cash for each year between closing and the fifth anniversary of the date of closing payable on 20 December 2015 in total GBP74,150; and

-- GBP2,968,000 consideration payable in cash on 20 December 2015 contingent on the share price being lower than 10 pence per share.

The total of GBP3,042,150 was to become due for payment to EnQuest on 20 December 2015 and has now been restructured into GBP2,038,241 of CLNs. The terms of these CLNs are identical to the GBP4million of notes issued in 2014 to Henderson Global Investors ("Henderson") and will benefit from security over the Company's shareholding in Ascent Slovenia Limited which owns an interest in the Petišovci concession. The notes accrue no interest, are redeemable on 19 November 2015 or can be converted at the option of the noteholder at the rate of 1,000 shares for every GBP1 of Loan Note.

   b)     Authority to allot shares 

On 3 September 2015 the Company held a General Meeting at which the Directors received the authority to allot shares in the Company for a nominal value of up to GBP1,500,000. This was intended to give Directors the flexibility to raise additional funding for working capital or for the development of the project from sources other than the GBP7m Henderson facility.

   c)     Management changes 

On 11 September 2015 the Company announced that CEO Len Reece, Ascent's CEO had resigned as a director of the Company. Following further discussions, the Company and Len Reece have entered into a settlement agreement to terminate his employment effective from 10 September 2015. Colin Hutchinson, Finance Director, has become interim Chief Executive and with the support of the Non-executive Directors will lead the day-to-day activities of the Company.

(MORE TO FOLLOW) Dow Jones Newswires

September 30, 2015 02:00 ET (06:00 GMT)

Ascent Resources (LSE:AST)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Ascent Resources Charts.
Ascent Resources (LSE:AST)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Ascent Resources Charts.