Leed Petroleum2 Jan 2012 21:26
[LDP]
Since the last results announcement, the affairs of Leed Petroleum have altered dramatically. As described at the
interim stage, the oil and gas operations in Louisiana have been sold and US operating activities discontinued.
Owing to the worsened position of these activities and the terms on which they could be disposed of, the
Company was left in an insolvent position and, following their disposal, the then Directors were planning
liquidation of the Company or the appointment of a receiver. Since then, as approved at a General Meeting on 22
June 2011, the Company has undergone a rescue refinancing raising some £2.435 million following a capital
reconstruction and has become an investing company under the AIM Rules.
Since the announcement of the interim results, the entire board, with the exception of Ian Gibbs, has resigned,
while giving their support to the reconstruction and refinancing, and I have become Chairman. The focus of the
Company is now investment in resource projects, with a view in due course to the reversal of a sizeable resource
project or business into the Company. We have made one such investment since the end of the financial year in a
coking coal project in the Kyrgyz Republic, further details of which will be given below, and we are currently
reviewing a number of other opportunities.
The reasons for the adverse production performance in the Company’s oil operations and the failure to meet a
principal payment of $12.0 million against its credit facility with UniCredit Bank AG were explained in the
Company’s last Interim Statement for the six months to 31 December 2010; I do not propose to repeat these
reasons here. As the Company was unable to make a principal payment by the due date of 31 March 2011,
UniCredit Bank AG decided to pursue a near term sale of the Company’s oil and gas assets with the proceeds
being applied against the Company’s outstanding borrowings. This was reflected in the interim financial
statements to 31 December 2010 which were prepared on a non going concern basis. On 18 April 2011 a trustee
was appointed to dispose of the assets of Leed Petroleum LLC on behalf of the creditors, principally UniCredit
Bank AG. On 23 May 2011, the Company announced that Leed Petroleum LLC had sold all its oil and gas assets
to a private company for $16.0 million, constituting a sale of substantially all of the assets of the Company with all
of the proceeds of the sale being used to satisfy debt owed to UniCredit Bank AG.
The restructuring and refinancing subsequently announced and approved involved the issue of £2,435,000 of
zero coupon convertible loan notes, all of which were converted into new 0.1p shares following the approval of the
proposals at a General Meeting on 22 June 2011, following which I joined the Board as Chairman.
The Company was then reclassified as an investing company under the AIM Rules with a focus on investment in
companies operating in the natural resources sector, with an initial but not exclusive focus on oil and gas projects
located in Africa. Since this date the new Board has since reviewed a number of such projects but, for a variety of
reasons, has found them unsuitable.
Your new Board has therefore concluded that this focus was too narrow and that projects of the size and type that
had been presented, being mainly at the exploration stage, represented a higher degree of risk and required a
larger eventual capital outlay than in present market conditions the Board considered it prudent to commit to. It
has therefore decided to extend its attention to mineral projects more generally where it was felt that the risks and
potential capital cost were more in line with the Company’s resources. The Board has reviewed a number of such
projects and has in fact made a first investment – in a coal development project in the Kyrgyz Republic.
In September 2011, the Company acquired a 17.5% interest in Manas Coal Limited Liability Company,
incorporated in the Kyrgyz Republic, for a consideration of £750,000 plus a deferred consideration, subject to the
satisfaction of certain conditions, of 166,666,667 new ordinary shares in Leed plus the same number of warrants
at 0.15p; these conditions were recently satisfied and the additional consideration has consequently now been
issued. Leed has the right to participate in future funding rounds and, in the event of an offer to purchase Manas,
Leed has the right of first refusal itself to acquire the balance of Manas at a price not less than the highest price
otherwise offered. Further details of this transaction are given in the Directors’ report and note 31 (Post year end
events) of these accounts.
Manas is engaged in the exploration and development of coking coal resources in the Kyrgyz Republic and has a
licence for geological exploration in the Eastern Kokkia area of the Kyrgyz Republic in a licence area where