TIDMWBN
RNS Number : 2610G
Woburn Energy PLC
04 June 2013
For immediate release
4 June 2013
Woburn Energy Plc
("Woburn Energy" or the "Company")
Audited Results for the year ended 31 December 2012
Notice of Annual General Meeting
Woburn Energy (AIM: WBN) announces its audited results for the
year ended 31 December 2012. The Report and Accounts are being
posted to shareholders shortly. The Annual General Meeting of
Woburn Energy Plc will be held at the offices of Kennedys LLP at
10.00 a.m. on 28 June 2012.
For further information, please contact:
Woburn Energy Plc Tel: +44 (0) 20 7380 4600
Kamran Ahmed www.woburnenergy.com
Beaumont Cornish Limited Tel: +44 (0)20 7628 3396
(Nominated Adviser)
Michael Cornish
A copy of this announcement is available from the Company's
website: www.woburnenergy.com.
CHAIRMAN'S STATEMENT
The year ended 31 December 2012 (the "Period") was, as has been
previously reported, one of significant change for the Company as
we were finally able to agree the sale of the Company's 51 per
cent. working interest in the Las Quinchas Association Contract in
Colombia (the "Disposal"). Woburn had been seeking a buyer for some
considerable time for its Colombian beneficial interests, which
were owned by its 51 per cent. owned subsidiary, LQRC, which had a
50 per cent. non-operated beneficial interest in Las Quinchas
Association Contract in Colombia. The receipt of the final Disposal
proceeds of US$3,913,133 is expected to be received in June 2013 at
which time the Group's 51% shareholding in Las Quinchas Resource
Corp ("LQRC") will be transferred to Pacific Stratus Energy Col.
Corp. LQRC and Woburn have now settled all outstanding liabilities
owed both to the Las Quinchas Association Contract operator,
Pacific Rubiales, and the LQRC minority shareholder,
PetroMagdalena.
The Disposal constituted a fundamental change of business of the
Company under Rule 15 of the AIM Rules and resulted in the Company
becoming an Investing Company. The Company intends to make
investments in the oil and gas sector and the Directors intend
initially to focus on Europe, the Middle East, Africa and Asia
where they believe that a number of opportunities exist to acquire
interests in suitable projects, although other regions may be
considered. The investments may be made in exploration, development
or producing assets, if deemed financially and technically
viable.
Following the settlement of all outstanding management fees and
other administrative costs owed by Woburn and repayment in full of
the existing Cetus Loan, Woburn's share of the net proceeds of the
Disposal are estimated to amount to approximately $2.87 million
which provides the Company with significant cash resources to
pursue new investments in accordance with its investing policy and
to provide working capital for the day-to-day business of the
Company.
The Company is required to make an acquisition or acquisitions
which constitute a reverse takeover under the AIM Rules or
otherwise implement its investing policy by 21 June 2013, failing
which, the Company's Ordinary Shares would then be suspended from
trading on AIM. If no investment is then made by 21 December 2013
the AIM trading facility will then be cancelled. The Company has to
date reviewed a number of potential investment opportunities but
has not yet implemented its investing policy and will do so only by
investing in those opportunities that have an acceptable risk
profile.
Arif Kemal
Chairman
3 June 2013
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2012
Year ended Year ended
31 December 2012 31 December 2011
(Restated)
Notes $ $
Revenue 4 - -
Operating expenses - -
__________ __________
Gross loss - -
Administrative expenses (838,095) (1,407,471)
__________ __________
Group operating loss 5 (838,095) (1,407,471)
Bank interest receivable - 21
__________ __________
Loss before taxation (838,095) (1,407,450)
Taxation 6 - -
__________ __________
Loss for the period from continuing operations (838,095) (1,407,450)
Discontinued operations
Profit/(loss) from discontinued operations 7 7,834,335 (394,301)
___________ __________
Total comprehensive profit/(loss) for the period 6,996,240 (1,801,751)
___________ ___________
Total comprehensive profit/( loss) attributable to:
Equity holders of the Parent Company 3,233,324 (1,561,148)
Minority interest 17 3,762,916 (240,603)
___________ __________
6,996,240 (1,801,751)
___________ ___________
Loss per share (cents): Continuing operations
Basic & diluted 8 (0.33) (0.55)
___________ ___________
Earnings/(loss) per share (cents): Discontinued operations
Basic & diluted 8 1.72 (0.12)
___________ ___________
Earnings/(loss) per share (cents): Discontinued and continuing
operations
Basic & diluted 8 1.39 (0.67)
___________ ___________
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2012
31 December 31 December
Notes 2012 2011
$ $ $ $
ASSETS
Non-current assets
Intangible assets 11 - -
Current assets
Asset held for resale 11 - 8,121,575
Receivables on sale
of Colombian assets 7 13,120,000 -
Other receivables 13 70,189 1,136,019
Cash and cash equivalents 18 73,901 824,993
__________ __________
13,264,090 10,082,587
__________ __________
Total Assets 13,264,090 10,082,587
__________ __________
LIABILITIES
Current liabilities
Trade and other payables 14 (4,826,154) (8,436,727)
Non-current liabilities
Provision for decommissioning 15 - (204,164)
__________ __________
Total Liabilities (4,826,154) (8,640,891)
__________ __________
Net Assets 8,437,936 1,441,696
__________ __________
EQUITY
Capital and reserves
Share capital 16 13,596,651 13,596,651
Share premium 17,815,055 17,815,055
Retained losses (27,979,996) (31,213,320)
__________ __________
Shareholders' Funds 3,431,710 198,386
Minority interests 17 5,006,226 1,243,310
__________ __________
8,437,936 1,441,696
__________ __________
These financial statements were approved by the Board of
Directors on 03 June 2013 and signed on its behalf by:
Director - K Ahmed
Company Registration Number: 04128401
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2012
31 December 31 December
Notes 2012 2011
$ $ $ $
ASSETS
Non-current assets
Investments in subsidiaries 12 3,510,979 3,510,979
Current assets
Other receivables 13 20,396 118,575
Cash and cash equivalents 18 73,127 824,288
__________ __________
93,523 942,863
__________ __________
Total Assets 3,604,502 4,453,842
__________ __________
LIABILITIES
Current liabilities
Trade and other payables 14 (2,337,624) (2,365,164)
__________ __________
Total Liabilities (2,337,624) (2,365,164)
__________ __________
Net Assets 1,266,878 2,088,678
__________ __________
EQUITY
Capital and reserves
attributable to equity
holders
Share capital 16 13,596,651 13,596,651
Share premium 17,815,055 17,815,055
Retained losses (30,144,828) (29,323,028)
__________ __________
Total Equity 1,266,878 2,088,678
__________ __________
These financial statements were approved by the Board of
Directors on 03 June 2013 and signed on its behalf by:
Director - K Ahmed
Company Registration Number: 04128401
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2012
Share Share Retained Minority
Capital Premium Losses Total Interest Total Equity
$ $ $ $ $ $
Balance at
1
January
2011 13,596,651 17,815,055 (29,652,172) 1,759,534 2,110,590 3,870,124
Loss for
2011 - - (1,561,148) (1,561,148) (240,603) (1,801,751)
Return of
capital
(Note 12) - - - - (626,677) (626,677)
-------------
Balance at
31
December
2011 13,596,651 17,815,055 (31,213,320) 198,386 1,243,310 1,441,696
Profit for
2012 - - 3,233,324 3,233,324 3,762,916 6,996,240
------------ --------------------- ------------ ------------------ --------------------------- ------------ -------------
Balance at
31
December
2012 13,596,651 17,815,055 27,979,996 3,431,710 5,006,226 8,437,936
============ ===================== ============ ================================= ============ ============ =============
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2012
Retained
Share Capital Share Premium Losses Total
$ $ $ $
Balance at 1 January
2011 13,596,651 17,815,055 (27,946,004) 3,465,702
Loss for 2011 - - (1,377,024) (1,377,024)
Balance at 31 December
2011 13,596,651 17,815,055 (29,323,028) 2,088,678
Loss for 2012 - - (821,800) (821,800)
Balance at 31 December
2012 13,596,651 17,815,055 (30,144,828) 1,266,878
CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 31 DECEMBER 2012
Year ended Year ended
31 December 31 December
2012 2011
$ $
Cash flows from operating
activities
Group operating loss from
continuing operations (838,096) (1,407,471)
Group operating loss from
discontinued operations 165,094 (241,333)
Adjustments for items not
requiring an outlay of funds:
Foreign exchange differences 46,728 (28,063)
___________ ___________
Operating loss before changes
in working capital (626,274) (1,676,867)
Increase/(decrease) in receivables 51,646 (1,013,445)
Increase in trade and other
payables 110,762 2,236,949
Decrease in decommissioning
provision (211,892) -
___________ ___________
Net cash used in operating
activities (675,758) (453,363)
___________ ___________
Investing activities
Interest received - 21
Funds received/(used) for
asset held for resale 19,219 (169,686)
Funds used for the disposal (94,553) -
of Colombian assets
Capital returned to minority
interest - (626,677)
___________ ___________
Net cash used in investing
activities (75,334) (796,342)
___________ ___________
Financing activities
Loan from controlling shareholder - 714,000
___________ ___________
Net cash from financing activities - 714,000
___________ ___________
Decrease in cash and cash
equivalents (751,092) (535,705)
Cash and cash equivalents
at beginning of year 824,993 1,360,698
___________ ___________
Cash and cash equivalents
at end of year 73,901 824,993
___________ ___________
COMPANY STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 31 DECEMBER 2012
Year ended Year ended
31 December 31 December
2012 2011
$ $
Cash flows from operating
activities
Company operating loss (821,800) (1,377,045)
Adjustments for items not
requiring an outlay of funds:
Foreign exchange adjustments
on translations 39,000 (25,000)
Disposal costs relating 138,618 -
to the Colombian assets
___________ ___________
Operating loss before changes
in working capital (644,182) (1,402,045)
Decrease/(increase) in receivables 54,115 (44,984)
(Decrease)/increase in trade
and other payables (66,541) 824,727
___________ ___________
Net cash used in operating
activities (656,608) (622,302)
___________ ___________
Investing activities
Return of capital from subsidiary
undertaking - 652,304
Funds used for the disposal (94,553) -
of Colombian assets
Interest received - 21
___________ ___________
Net (used in)/cash from
investing activities (94,553) 652,325
___________ ___________
Financing activities
Loan from controlling shareholder - 714,000
___________ ___________
Net cash from financing
activities - 714,000
___________ ___________
(Decrease)/increase in cash
and cash equivalents (751,161) 744,023
Cash and cash equivalents
at beginning of period 824,288 80,265
___________ ___________
Cash and cash equivalents
at end of period 73,127 824,288
___________ ___________
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2012
1. Authorisation of financial statements
Woburn Energy Plc is a public limited company incorporated in
England and Wales whose shares are traded on AIM, a market operated
by the London Stock Exchange. The principal activities of the
Company and its subsidiaries ("the Group") are exploration for, and
development of, oil and gas. The Group became an investment company
in June 2012 following the disposal of its Colombian interests and
has no other assets other than the proceeds of the disposal.
The Group's financial statements for the year ended 31 December
2012 (comparatives: 12 months ended 31 December 2011) were
authorised for issue by the Board of Directors on 03 June 2013 and
were signed on the Board's behalf by K. Ahmed.
2. Adoption of International Financial Reporting Standards
The Company's and Group's financial statements for the year
ended 31 December 2012 have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and IFRIC
(International Financial Reporting Interpretations Committee)
interpretations as adopted by the European Union and with those
parts of the Companies Act 2006 applicable to companies reporting
under IFRS.
3. Significant accounting policies
The principal accounting policies applied in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all the years presented, unless
otherwise stated below.
3.1 Basis of preparation
The financial statements are prepared on a going concern basis,
under the historical cost convention and in accordance with
International Financial Reporting Standards, as adopted by the
European Union, including IFRS6 'Exploration for and Evaluation of
Mineral Resources' and in accordance with the Companies Act 2006.
The Parent Company's financial statements have also been prepared
in accordance with IFRS and the Companies Act 2006.
3.2 Going concern
Cetus Investment Resources ("Cetus") continues to support the
Company with an interest free loan. After the sale of the Colombian
assets and settlement of operator's billings and the Cetus loan,
the Directors believe that the Group will have sufficient cash to
fund its activities and to continue its operational existence for
the foreseeable future and for the Group to continue to meet its
liabilities as they fall due, and for at least the next twelve
months from the date of approval of these financial statements. The
financial statements have, therefore, in the opinion of the
Directors, have been prepared on the going concern basis.
3.3 Adoption of new and revised International Financial Reporting Standards
Other than as set out below, no new IFRS standards, amendments
or interpretations became effective in 2012 which had a material
effect on these financial statements:
Standard Description Effective
Date
--------- ------------------------------------ ----------
IFRS 7 Amendment - Transfer of Financial 1 July
Assets 2012
IAS 12 Deferred Tax Recovery of Underlying 1 January
Assets 2012
IAS 1 Presentation of Items of other 1 July
comprehensive income (Amendments 2012
to IAS 1)
At the date of approval of these financial statements, the
following IFRS Standards and Interpretations, which have not been
applied in these financial statements, were in issue and adopted by
the European Union but not yet effective. These new Standards,
Amendments and Interpretations are effective for accounting periods
beginning on or after the dates shown below:
Standard Description Effective
Date
--------- ------------------------------------ ----------
IFRS 10 Consolidated Financial Statements 1 January
2013
IAS 27 Separate Financial Statements 1 January
2013
IFRS 7 Financial Instruments : Disclosures 1 January
2013
IFRS 12 Disclosure Of Interests In Other 1 January
Entities 2013
3.4 Basis of consolidation
The consolidated financial statements incorporate the accounts
of the Company and its subsidiaries and have been prepared by using
the principles of acquisition accounting ("the purchase method")
which includes the results of the subsidiaries from their date of
acquisition. Intra-group sales, profits and balances are eliminated
fully on consolidation.
3.5 Goodwill
Goodwill is the difference between the amount paid on the
acquisition of the subsidiary undertakings and the aggregate fair
value of their separable net assets - of which oil and gas
exploration expenditure is the primary asset. Goodwill is
capitalised as an intangible fixed asset and in accordance with
IFRS3 'Business Combinations' is not amortised but tested for
impairment annually and when there are any indications that its
carrying value is not recoverable. As such, goodwill is stated at
cost less any provision for impairment in value. If a subsidiary
undertaking is subsequently sold, goodwill arising on acquisition
is taken into account in determining the profit and loss on
sale.
3.6 Oil and Gas Exploration and Evaluation Expenditure
All exploration and evaluation costs incurred or acquired on the
acquisition of a subsidiary are accumulated in respect of each
identifiable project area. These costs, which are classified as
intangible assets are only carried forward to the extent that they
are expected to be recouped through the successful development of
the areas or where activities in the area have not yet reached a
stage which permits reasonable assessment of the existence of
economically recoverable reserves (successful efforts). Pre
licence/project costs are written off immediately. Other costs are
written off unless commercial reserves have been established or the
determination process has not been completed. Thus accumulated
costs in relation to an abandoned area are written off in full
against profit in the year in which the decision to abandon the
area is made.
When production commences the accumulated costs for the relevant
area of interest are transferred from intangible assets to tangible
assets as 'Developed Oil and Gas Assets' and amortised over the
life of the area according to the rate of depletion of the
economically recoverable costs.
3.7 Impairment of Oil and Gas Exploration and Evaluation Expenditure and Related Goodwill
The carrying value of unevaluated areas and the related goodwill
is assessed on at least an annual basis or when there has been an
indication that impairment in value may have occurred. The
impairment of unevaluated prospects is assessed based on the
Directors' intention with regard to future exploration and
development of individual significant areas and the ability to
obtain funds to finance such exploration and development.
3.8 Decommissioning costs
Where a material liability for the removal of production
facilities and site restoration at the end of the field life
exists, a provision for decommissioning is recognised. The amount
recognised is the present value of estimated future expenditure
determined in accordance with local conditions and requirements. An
asset of an amount equivalent to the provision is also created and
depreciated on a unit of production basis. Changes in estimates are
recognised prospectively, with corresponding adjustments to the
provision and the associated asset.
3.9 Investments
The Parent Company's investments in subsidiary undertakings are
stated at cost less provision for impairment in the Company's
statement of financial position.
3.10 Foreign currency translation
(i) Functional and presentational currency
Items included in the Group's financial statements are measured
using the currency of the primary economic environment in which the
Group operates ("the functional currency"). The Company's
functional currency is considered to be the US Dollar. The
effective exchange rate at 31 December 2012 GBP1 = $1.60 (31
December 2011 GBP1= $1.54).
(ii) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year
end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in the income statement.
Transactions in the accounts of individual Group companies are
recorded at the rate of exchange ruling on the date of the
transaction. Monetary assets and liabilities denominated in foreign
currencies are translated at the rates ruling at the year-end date.
All differences are taken to the income statement.
3.11 Deferred taxation
Deferred income taxes are provided in full, using the liability
method, for all temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the
financial statements. Deferred income taxes are determined using
tax rates that have been enacted or substantially enacted and are
expected to apply when the related deferred income tax asset is
realised or the related deferred income tax liability is
settled.
The principal temporary differences arise from depreciation or
amortisation charged on assets and tax losses carried forward.
Deferred tax assets relating to the carry forward of unused tax
losses are recognised to the extent that it is probable that future
taxable profit will be available against which the unused tax
losses can be utilised.
3.12 Cash and cash equivalents
Cash and cash equivalents are carried in the statement of
financial position at cost and comprise cash in hand, cash at bank,
deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less. Bank
overdrafts are included within borrowings in current liabilities on
the statement of financial position. For the purposes of the cash
flow statement, cash and cash equivalents also include the bank
overdrafts.
3.13 Receivables
Receivables are carried at original invoice amount less
provision made for impairment of these receivables. A provision for
impairment of receivables is established when there is objective
evidence that the Group will not be able to collect all amounts due
according to the original terms of the receivables. The amount of
the provision is the difference between the assets' carrying amount
and the recoverable amount. Provisions for impairment of
receivables are included in the income statement.
3.14 Payables
Payables are recognised initially at fair values and
subsequently measured at amortised cost using the effective
interest method.
3.15 Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the increase of new shares or options are
shown in equity as a deduction from the proceeds.
4. Segmental reporting
IFRS8 "Operating Segments" requires operating segments to be
identified on the basis of internal reports about components of the
Group that are regularly reviewed by the Chief Operating Decision
Maker ("CODM"), which is the Board of Directors. The segmental
reporting bases set out below for the Group for 2012 are consistent
with those which are reported to the CODM in 2011.
2012 LQRC* Corporate Total
$ $ $
Losses
Revenue - - -
Operating expenses - - -
__________ __________ __________
Gross profit/(loss) - - -
Administrative costs (154,913) (683,182) (838,095)
Net interest
Profit/(loss) from
discontinued operations 7,972,953 (138,618) 7,834,335
__________ __________ __________
Profit/(loss) for the
period 7,818,040 (821,800) 6,996,240
Minority interest (3,762,916) - (3,762,916)
__________ __________ __________
Profit/(loss) for the
period: equity holders 4,055,124 (821,800) 3,233,324
___________ ___________ ___________
Assets and liabilities
Segment assets:
Current assets 13,170,567 93,523 13,264,090
Segment liabilities:
Current liabilities (3,732,523) (1,093,631) (4,826,154)
Minority interest (5,006,226) - (5,006,226)
__________ __________ __________
Equity holders share
of total net assets 4,431,818 (1,000,108) 3,431,710
___________ ___________ ___________
* Las Quinchas Resource Corporation ("LQRC") (Note 12). The
Minority Interest owns 49% of LQRC in both periods (Note 17).
Administrative costs include management fees relating to LQRC
charged directly to the Company by the Minority Interest.
Inter-company balances between the Company and LQRC are excluded
from this analysis.
4. Segmental reporting contd.
2011 LQRC* Corporate Total
(Restated)
$ $ $
Losses
Revenue - - -
Operating expenses - - -
__________ __________ __________
Gross loss - - -
Administrative costs (103,042) (1,304,429) (1,407,471)
Net interest - 21 21
Loss from discontinued
operations (387,985) (6,316) (394,301)
__________ __________ __________
Loss for the period (491,027) (1,310,724) (1,801,751)
Minority interest 240,603 - 240,603
__________ __________ __________
Loss for the period:
equity holders (250,424) (1,310,724) (1,561,148)
___________ ___________ ___________
Assets and liabilities
Segment assets:
Current assets 9,139,724 942,863 10,082,587
Segment liabilities:
Current liabilities (7,315,556) (1,121,171) (8,436,727)
Non-current liabilities (204,164) - (204,164)
Minority interest (1,243,310) - (1,243,310)
__________ __________ __________
Equity holders share
of total net assets 376,694 (178,308) 198,386
___________ ___________ ___________
* Las Quinchas Resource Corporation ("LQRC") (Note 12). The
Minority Interest owns 49% of LQRC in both periods (Note 17).
Administrative costs include management fees relating to LQRC
charged directly to the Company by the Minority Interest.
Inter-company balances between the Company and LQRC are excluded
from this analysis.
5. Group operating loss
The Group's operating loss is stated after
charging/(crediting):
2012 2011
$ $
Employee costs (Note 10) 155,335 408,209
Rental of properties 108,511 117,129
Foreign exchange losses/(gains) 57,096 (32,168)
Auditors'
remuneration - audit services 20,722 20,000
- non-audit services 12,800 19,700
___________ ___________
Non-audit fees consist of $8,000 (2011: $5,200) for tax
compliance services, $4,800 (2011: $1,600) for reviewing the
Group's half yearly results and the remainder in 2011 in relation
to a potential acquisition.
6. Taxation
2012 2011
$ $
Current Tax
UK corporation tax - -
Overseas tax - -
Deferred tax - -
____________ ____________
- -
____________ ____________
6. Taxation (continued)
The tax charge can be reconciled to the loss for the year as
follows:
2012 2011
$ $
Group loss before tax 6,996,240 (1,801,751)
___________ ___________
Tax at the standard rate of
UK corporation tax of 26%
(2011: 28%) 1,679,098 (468,455)
Effects of:
Expenses not deductible for
tax purposes 5,856 34,039
Discontinued operations (1,880,240) 19,741
Effect of differing tax rates 705,000 (43,000)
Tax losses (utilised)/carried
forward (509,714) 457,675
___________ ___________
Total current tax charge - -
___________ ___________
At the year-end date the Group had unused tax losses of $19.7
million (2012: $17.4 million) available for offset against suitable
future profits. A deferred tax asset has not been recognised in
respect of such losses due to the uncertainty of future profit
streams. The contingent deferred tax asset at 24% is estimated to
be $3.7 million (2011: $3.6 million).
7. Discontinued operations
The Group completed its disposal of its 50 per cent. beneficial
interest in the Las Quinchas Associate Contract ("Colombian
assets") held by its 51% owned subsidiary, Las Quinchas Resource
Corporation ( "LQRC") in June 2012 for a total cash consideration
(net of expenses) of $15,861,382.
The discontinued operations in the year ended 31 December 2011
relates to the liquidation of Black Rock Oil & Gas Sucursal
Colombia ("BROGSC").
Discontinued operations in the year ended 31 December 2012
consist of Black Rock Oil & Gas Sucursal, Colombia, which was
placed into liquidation on 14 February 2012 and in the year ended
31
Income and expenses related to the Colombian assets are
recognised as a discontinued operation within the consolidated
income statement. In accordance with IFRS 5, the income statement
for the year ended 31 December 2011 has been restated. The
profit/(loss) from the discontinued operations and the profits in
respect of the disposal of the Colombian assets are set out
below:
2012 2011
$ $
Operating expenses (46,798) (235,017)
Release of
provision for
decommissioning 211,892 -
Operating profit
/(loss) 165,094 (235,017)
Interest payable (89,785) (152,968)
Profit/(loss)
before tax 75,309 (387,985)
Taxation - -
Profit/(loss)
after tax 75,309 (387,985)
---------- ------------
Profit on disposal of LQRC
Colombian assets 7,759,026 -
Loss on the liquidation
of BROGSC - (6,316)
7,759,026 (6,316)
Tax charge on the profit
on the disposal - -
Profit after tax on sale of
LQRC Colombian assets 7,759,026 (6,316)
---------- ------------
Total profit
after tax 7,834,335 (394,301)
========== ============
Sale of discontinued operations
The net assets and consideration on the disposal
of the Colombian assets are set out below:
2012
$
Intangible asset - exploration
and evaluation assets 7,974,036
Other debtors 65,443
Minority interest 62,877
Net assets 8,102,356
Profit on disposal 7,759,026
------------
Net consideration 15,861,382
============
Relating to:
Cash consideration receivable 13,120,000
Cash consideration received(1) 2,880,000
Disposal costs (138,618)
------------
15,861,382
============
(1) This cash consideration was received in advance in 2011 (see
note 14).
7. Discontinued operations (contd.)
Net cashflows on disposal of LQRC
Colombian assets as follows:
2012
$
Consideration received (net
of disposal costs paid) (94,553)
8. Loss per share
2012 2011
$ $
(restated)
Total comprehensive loss
attributable to equity (762,188) (1,291,516)
shareholders - Continuing
Total comprehensive profit/(loss)
attributable to equity
shareholders - Continuing
and Discontinued 3,233,323 (1,561,148)
Weighted average number
of shares in issue 232,160,407 232,160,407
___________ ___________
Cents Cents
Basic loss per share -
Continuing (0.33) (0.55)
Basic earnings/(loss)
per share - Continuing
and Discontinued 1.39 (0.67)
Basic earnings per share
- Discontinued 1.72 (0.12)
___________ ___________
The diluted earnings/(loss) per share for 2012 and 2011 has been
calculated using a weighted average number of shares in issue of
232,160,407 (2011: 232,160,407), as there are no share options or
warrants in issue that could dilute the share capital.
9. Parent Company income statement
In accordance with the provisions of the Section 408 of the
Companies Act 2006, the Parent Company has not presented an income
statement. The loss for the year ended 31 December 2012 of $821,800
(2011: loss $1,377,024) has been included in the consolidated
statement of comprehensive income.
10. Employee costs
The employee costs of the Group, including Directors'
remuneration, are as follows:
2012 2011
$ $
Wages, salaries and fees 140,212 295,425
Social security costs 15,123 33,814
Pension costs - 78,971
___________ ___________
155,335 408,210
___________ ___________
The number of employees at 31 December 2012 (including
Directors) was: 5 Directors and 1 staff. (2011: 6 Directors and 1
staff).
The above employee costs include the Company's Directors.
Further details of their remuneration are shown below and in the
Directors' Report:
2012 2011
$ $
Wages, salaries and fees 63,228 225,193
Social security costs 7,093 26,790
Pension contributions - 78,971
___________ ___________
70,321 330,954
___________ ___________
11. Intangible assets
Group: Exploration Goodwill Total
and evaluation
assets
$ $ $
Cost
At 1 January 2011 11,122,614 1,006,794 12,129,408
Additions in 2011 169,686 - 169,686
Reclassified to Assets
Held for Resale (see
below) (11,292,300) - (11,292,300)
___________ ___________ ___________
At 31 December 2011
and 2012 - 1,006,794 1,006,794
___________ ___________ ___________
Amortisation and
impairment
At 1 January 2011 (3,170,725) (1,006,794) (4,177,519)
Reclassified to Asset
Held for Resale (see
below) 3,170,725 - 3,170,725
___________ ___________ ___________
At 31 December 2011
and 2012 - (1,006,794) (1,006,794)
___________ ___________ ___________
Net book value
At 31 December 2011 - - -
and 2012
___________ ___________ ___________
Goodwill arose on the acquisition of the Company's subsidiary
undertakings. Goodwill was fully impaired in prior years.
In June 2012, following the decision of the Company to sell the
Colombian beneficial interests held by its 51% owned subsidiary,
Las Quinchas Resource Corporation ("LQRC"), the book values of the
intangible exploration and evaluation assets and their results from
that date, a total of $8,121,575 were shown in the Statement of
Financial Position as "Asset Held For Sale", in accordance with
IFRS 5 ("Non-Current Assets Held for Sale and
Discontinued"), LQRC has no contractual future exploration expenditure commitments.
12. Investments in subsidiary undertakings
Loans to Shares in
subsidiary subsidiary
undertakings undertakings Total
$ $ $
Company
Cost
At 1 January 2011 2,747,754 11,870,353 14,618,107
Disposals in 2011
(see (a) below) (2,747,754) (5,000) (2,752,754)
Return of capital
(see (b) below) - (652,304) (652,304)
___________ ___________ ___________
At 31 December
2011 and 2012 - 11,213,049 11,213,049
___________ ___________ ___________
Impairment
At 1 January 2011 (2,747,754) (7,707,070) (10,454,824)
Disposals in 2011
(see (a) below) 2,747,754 5,000 2,752,754
___________ ___________ ___________
At 31 December
2011 and 2012 - (7,702,070) (7,702,070)
___________ ___________ ___________
Net book values
At 31 December
2011 and 2012 - 3,510,979 3,510,979
___________ ___________ ___________
(a) The disposal during 2011 results from the liquidation during
the year of Black Rock Oil & Gas Sucursal - branch which was
placed into liquidation on 14 February 2012 (see Note 7 -
Discontinued operations).
(b) In 2011 LQRC returned total capital of $1,278,982 to its
shareholders, being a reduction of $626,677 to its 49% minority
interest holder (see Note 17) and $652,304 to the Company.
The Company's directly held subsidiary undertaking as at 31
December 2012 is:
Country
Name Ownership of incorporation Main activity
Las Quinchas Resource Oil and gas
Corporation 51% Barbados exploration
The Directors have assessed the carrying value of the subsidiary
company investment and in their opinion no impairment provision is
currently considered necessary.
13. Other Receivables
31 December 31 December
2012 2011
Group Company Group Company
$ $ $ $
Other receivables 59,527 9,734 1,040,747 25,306
Prepayments 10,662 10,662 95,272 93,269
___________ ___________ ___________ ___________
70,189 20,396 1,136,019 118,575
___________ ___________ ___________ ___________
Included in the Group's other receivables at 31 December 2012 is
GBPnil (2011: $970,120) owed to LQRC by the 49% Minority Interest
holder (see Note 17).
14. Trade and other payables
31 December 31 December
2012 2011
Group Company Group Company
$ $ $ $
Other payables
((a) below) 442 1,244,435 85,322 1,329,314
Shareholder
loan ((b) below) 1,040,000 1,040,000 1,001,000 1,001,000
Accruals ((c)
below) 3,785,712 53,189 7,350,405 34,850
___________ ___________ ___________ __________
4,826,154 2,337,624 8,436,727 2,365,164
___________ ___________ ___________ __________
(a) Included in the Company's other payables at 31 December 2012
is $1,243,993 (2011: $1,243,993) owed by the Company to LQRC.
(b) During 2010, the Company's largest shareholder, Cetus
Investment Resources Inc, made available to the Company an
unsecured, non-interest bearing Loan of up to GBP650,000, of which
GBP650,000 ($1,040,000) was still owing at 31 December 2012 (2011:
GBP650,000 ($1,001,000)).
(c) Included in accruals at 31 December 2012 is unpaid operator
billings of $2,294,000 (2011: $4,407,876). Interest of $89,785 was
charged by the operator during 2012 on the unpaid billings (2011:
$152,968).
The accruals at 31 December 2011 include $2,880,000 received in
advance by LQRC relating to a possible sale of its 50% beneficial
interest in the Las Quinchas Association Contract, which was
subsequently sold in June 2012. During the year, this amount was
recognised in the profit on disposal of this interest.
The 2012 accruals also included $1,313,523 (2011: $nil) owed by
LQRC to the 49% Minority Interest holder.
15. Provision for decommissioning
The Directors have considered environmental issues and the need
for any necessary provision for the cost of rectifying any
environmental damage, as might be required under local legislation
and the Group's licence obligations. However, following the
disposal of the Colombian asset, in their view, the provision for
any future costs of decommissioning or any environmental damage is
no longer required at 31 December 2012. This provision was released
during the year and included in the results for the discontinued
operation.
Group
$
At 1 January 2011 207,226
Foreign exchange gain (3,062)
At 31 December 2011 204,164
Foreign exchange gain 7,728
Released during the
year (211,892)
At 31 December 2012 -
===================
16. Share capital
31 December
2012 & 2011
Group and Company
Number
Authorised capital
1,445,235,888 ordinary
shares of 1p each 1,445,235,888
___________
21,031,688 deferred shares
of 24p each 21,031,688
___________
$
Allotted, called up and
fully paid
232,160,407 ordinary shares
of
1p each 3,501,369
21,031,688 deferred shares
of 24p each 10,095,282
___________
13,596,651
___________
The Company's share price ranged between 0.85p and 2.38p during
the period. The closing share price as at 31 December 2012 was
1.05p per share.
17. Minority interests
Group Group
2012 2011
$ $
Called up share capital 3,373,323 3,373,323
Accumulated profit/(losses) 1,632,903 (2,130,013)
___________ ___________
5,006,226 1,243,310
___________ ___________
The minority interests at 31 December 2012 represent a 49%
holding by Alange Alberta Inc. in Las Quinchas Resource
Corporation.
18. Financial instruments
Interest rate risk
At 31 December 2012 the Group had US Dollar cash of $63,499, and
Pound Sterling cash of GBP6,493. The Company's exposure to interest
rate risk, which is the risk that a financial instrument's value
will fluctuate as a result of changes in market interest rates on
classes of financial assets and financial liabilities, was as
follows:
31.12.2012 31.12.2011
Floating Floating
interest Non-Interest interest Non-Interest
rate Bearing rate Bearing
$ $ $ $
Financial
assets:
Cash at bank* - 73,901 - 824,993
___________ ___________ ___________ ___________
* Of the cash balance at 31 December 2012, $774 was held by
LQRC, a 51% owned subsidiary (2011: $705) and $73,127 by the
Company (2011: $824,288).
Financial liabilities
At 31 December 2012 the Group had no financial liabilities.
Net fair value
The net fair value of financial assets and financial liabilities
approximates to their carrying amount as disclosed in the balance
sheet and in the related notes.
Financial risk management
The Directors recognise that this is an area in which they may
need to develop specific policies should the Group become exposed
to further financial risks as the business develops.
Capital risk management
The Group considers capital to be its equity reserves. At the
current stage of the Group's life cycle, the Group's objective in
managing its capital is to ensure funds raised meet expenditure
commitments. The Group ensures it is meeting its objectives by
reviewing its KPIs , controlling costs and placing unused funds on
deposit to conserve resources and increase returns on surplus cash
held.
19. Future exploration expenditure
The Group has no contractual future exploration expenditure
commitments.
20. Related party transactions and compensation of key management personnel
Key management of the Group is considered to be the Directors of
the Company. There are no transactions with the Directors other
than their remuneration and interests in shares. During the year
ended 31 December 2012 the Company was charged a total of $108,511
for reimbursement of office rent, rates and services by
subsidiaries of United Paramount Holding Corp (Note 21) (2011:
$119,663), of which $17,974 was outstanding at the end of 2012
(2011: $48,927). A further $1,040,000 was due under the Cetus Loan
at 31 December 2012 (2011: $1,001,000) (Note 14).
The year ended 31 December 2012 includes management fees of $nil
(2011:$66,000) payable to the 49% minority interest party in LQRC,
Alange Alberta Inc.
The remuneration of Directors is set out below in aggregate for
each of the categories specified in IAS 24 'Related Party
Disclosures'. Further information about the remuneration of
individual Directors is shown in the Directors' Report and Note
10.
20. Related party transactions and compensation of key management personnel (continued)
2012 2011
$ $
Short-term employee benefits 63,228 225,193
Post-employment benefits - 78,971
___________ ___________
63,228 304,164
___________ ___________
21. Control
The Group is controlled by Cetus Investment Resources Inc which
owns 86.15% of the Company. Cetus Investment Resources Inc is a
wholly-owned subsidiary of Zaver Petroleum International Inc, which
is itself a wholly-owned subsidiary of United Paramount Holding
Corp. Mr Hashwani is beneficially interested in the entire issued
share capital of United Paramount Holding Corp and is therefore the
ultimate controlling party.
22. Subsequent events
Since year end, a further cash consideration of $130,155 was
received in respect of the disposal of the Colombian assets.
23. Other
The financial information in this announcement has been derived
from the Company's statutory accounts for the year ended 31
December 2012, which were approved by the Directors on 3 June 2012
and on which the auditors have given an unqualified opinion. The
financial information set out in this announcement does not
constitute statutory accounts. Statutory accounts for the year
ended 31 December 2012 will be delivered to the Registrar of
Companies in accordance with the Companies Act. The financial
information for the year ended 31 December 2011 is derived from the
Company's statutory accounts, which have been delivered to the
Registrar of Companies and on which the auditors gave an
unqualified opinion.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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