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Final Results

19 Aug 2013 07:00

RNS Number : 9451L
Fastnet Oil & Gas PLC
19 August 2013
 



19 August 2013

Fastnet Oil & Gas plc

("Fastnet", the "Company" or the "Group")

 

Final Results for the year ended 31 March 2013

 

Fastnet, the independent oil and gas exploration company with near and medium-term drilling opportunities on its extensive acreage position in Morocco and the Celtic Sea, announces its audited results for the year ended 31 March 2013.

 

Operational Highlights

· Successful entry into offshore (Foum Assaka Licence) and, post-period end, onshore (Tendrara Lakbir) Morocco

· Established one of the largest, exploration-focused, acreage positions in the Celtic Sea of any independent

· Over 25,000 km2 under licence in two emerging exploration "hot spots"

· 2,577 km2 3D seismic survey in Foum Assaka completed and processed, de-risking multiple prospects for drilling in 2014

· Celtic Sea farm-out discussions progressing well; now expected to be concluded in Q4 2013

· Fully funded to meet all current licensing phase commitments and obligations, and, subject to successful farm-outs, a non-obligatory drilling programme on Tendrara Lakbir and an exploration well in Foum Assaka in 2014

 

Financial Highlights

· Strong balance sheet with £20.7 million in cash reserves at 31 March 2013

· Oversubscribed share placings which raised £10 million and £15 million in June and November 2012, respectively

· Net loss for the year of £1.4 million inclusive of the acquisition costs of Pathfinder Hydrocarbon Ventures Limited and reverse takeover of Sterling Green Group plc

· Tight cost control measures in place to ensure efficiency of capital is maintained

 

Corporate Activity

· Successful acquisition of Terra Energy Limited and admission to trading on AIM and ESM

· Acquisition of Pathfinder Hydrocarbon Ventures Limited with the accrued benefit of a carry through seismic acquisition and processing on the Foum Assaka Licence, capped at US$16.2 million

 

Post-year Highlights

· Successful entry into onshore Morocco (Tendrara Lakbir)

· 1,910 km2 of 3D seismic acquired in the Celtic Sea, the largest 3D seismic survey ever in the area and designed to accelerate potential targets for early drilling

· Entered into exclusive option with PSE Kinsale Energy Limited to farm into the "Deep Kinsale Prospect" beneath the producing Kinsale gas field

· Award of East Mizzen Licensing Option

 

 

Cathal Friel, Executive Chairman of Fastnet, commented:

"We are very pleased to announce our first set of annual results as a public company. This year has been a landmark in the Company's development and one in which the team has already delivered shareholder value through the creation of a significant acreage position in Morocco and the Celtic Sea, Ireland.

"Since the period-end we have maintained the pace of progress with an extensive 3D seismic acquisition programme in the Celtic Sea and entry into the prospective Tendrara Lakbir block, onshore Morocco. The key driver for shareholder value in the near term will be the execution of the Moroccan drilling programme and ensuring that the Company has a material interest in the programme to deliver maximum benefit for shareholders from any future exploration success. With this in mind, the Board looks to the future confident that the Company remains on track to execute its stated business development strategy".

 

For further information please contact:

 

Fastnet Oil & Gas plc

Cathal Friel, Chairman

Paul Griffiths, Managing Director

+353 (1) 644 0007

 

 

 

 

Shore Capital

Nomad

Bidhi Bhoma, Edward Mansfield

 

Corporate Broking

Jerry Keen

+44 (0) 20 7408 4090

 

 

Mirabaud Securities LLP

(Joint Broker)

Peter Krens, Edward Haig-Thomas

 

 

 

+44 (20) 7321 2508

 

 

 

Davy

(ESM Adviser & Joint Broker)

John Frain, Anthony Farrell

 

+353 (1) 679 6363

 

 

 

FTI Consulting

Edward Westropp, Natalia Erikssen, Nicola Murray

+44 (0) 207 831 3113

 

 

 

 

Chairman's Statement

It has been an exciting and productive year for Fastnet. Following admission to AIM and ESM in June 2012, the Company has moved quickly to establish a portfolio of material interests in potentially high impact exploration prospects in both Morocco and offshore Ireland. Fastnet now has over 25,000 km2 under licence in two emerging industry "hot spots". The establishment of this balanced portfolio has driven initial shareholder value creation and the Company expects to deliver further growth by fast-tracking drilling programmes and farming down of its high quality exploration assets as the competition for acreage accelerates following an initial wave of licence awards over the most prospective basins in which Fastnet operates.

 

IPO and Reverse Takeover

Fastnet was established following the reverse takeover by Terra Energy Limited ("Terra") of AIM listed company, Sterling Green Group plc ("Sterling Green") in June 2012. Sterling Green was subsequently renamed Fastnet Oil & Gas plc and was admitted to trading on AIM and ESM in June 2012.

 

Asset Portfolio Development

Following the acquisition of Pathfinder Hydrocarbon Ventures Limited ("Pathfinder") in July 2012, Fastnet holds an 18.75% economic (25% paying) interest in the Foum Assaka Petroleum Agreement offshore Morocco. In addition to adding a licence with significant resource potential, Paul Griffiths, the largest shareholder of Pathfinder joined Fastnet, initially, in the role of Executive Vice President of Exploration and, subsequently, Managing Director following the completion of the deal. Subsequent to the Company's year-end, Fastnet expanded on its Moroccan presence by agreeing to farm-in to the Tendrara Lakbir Petroleum Agreement onshore Morocco, within which discovered gas, if successfully appraised, has the potential to create an opportunity to establish a pivotal position in the emerging Moroccan gas market adjacent to Western Europe thereby attracting the attention of the regional gas players.

 

The Company is focused on two geographical areas such that in addition to its Moroccan interests, the Company has moved to secure significant acreage offshore Ireland in the Celtic Sea. The Company holds one of the largest acreage positions under licence in the Celtic Sea with an interest or option in place on six different licensing authorisations. Following the year-end, Fastnet completed a 3D seismic programme comprising 1,910 km2 and has an on-going farm-out programme in progress in relation to its Irish and offshore Morocco interests.

 

Financial Review

Fastnet is an early stage independent oil and gas exploration company with no revenue generated to date. The Group is reporting a loss for the year to 31 March 2013 of £1,394,000 (three months to 31 March 2012: £70,000). The increased loss reflects the transition of the Company from a private company focused on unconventional oil and gas resources to a publicly listed oil and gas exploration company focused on conventional resources in Morocco and offshore Ireland. The loss for the period comprises general and administrative costs of £970,000, a share based payment charge of £258,000, reverse asset and other acquisition costs of £1,087,000 (this includes an accounting adjustment for a deemed cost of the business combination of Terra and Sterling Green of £809,000) and interest, other income and foreign exchange gains of £921,000.

 

In June 2012, as part of a share placing to coincide with the admission of the Company to AIM and ESM, Fastnet raised £10,000,000 (before expenses) through a placing of 90,909,091 new ordinary shares in the capital of the Company ("Ordinary Shares") at 11 pence per share. In November 2012, the Company raised a further £14,960,000 (before expenses) through a placing of 68,000,000 new Ordinary Shares with new and existing investors at 22 pence per share, with both placings oversubscribed. As at 31 March 2013, the Group had cash balances of £20,736,000. Subject to the completion of the farm-out processes in relation to both its Irish Sea and Moroccan assets which the Group has underway, the Group is well funded for its current exploration programme for the medium term.

 

Board of Directors and Management

In October and November 2012, the Board was substantially strengthened with the appointments of Paul Griffiths as Managing Director and Carol Law as Executive Director. The Board now consists of Cathal Friel, Paul Griffiths and Carol Law in executive roles with Michael Nolan, Michael Edelson and Stephen Staley as non-executive directors. Fastnet has in place an experienced management team with a track record of delivering exploration success and creating shareholder value.

 

Outlook

The Board's strategy is to ensure that the Company retains a material interest in its portfolio of prospects that are being matured for drilling. This is the critical step to implementing Fastnet's stated strategy of creating shareholder value through exposure to high impact exploration and appraisal opportunities. The Company is well placed, subject to successful farm-out agreements being concluded in relation to certain of its assets, to continue with the minimum work commitments in relation to its Moroccan and Irish licences and is de-risking its asset portfolio to a stage where major partners can be brought in for sustained value creating exploration work and drilling programmes in the near term future to support 2014 and 2015 drilling programmes.

 

The Board expects the key driver for shareholder value in the near term will be the execution of the Moroccan drilling programme and ensuring that the Company has a material interest in the programme to deliver maximum benefit for shareholders from any future exploration success. With this in mind, the Board looks to the future confident that the Company remains on track to execute its stated business development strategy.

 

 

Cathal Friel

Executive Chairman

 

19 August 2013

 

Managing Director's Review

During the period under review and since, Fastnet has continued to execute its strategy of identifying early stage exploration and appraisal opportunities in underexplored and frontier territories. Since admission to AIM in June 2012, Fastnet has put in place an exciting portfolio of exploration assets offshore and onshore Morocco and offshore Ireland, comprising:

 

· Foum Assaka Licence (offshore Morocco)

· Farm-in option for Tendrara Lakbir Licence (onshore Morocco)

· Shanagarry, Mizzen, East Mizzen, Block 49/13 and Molly Malone Licences (offshore Ireland)

· Farm-in option for Deep Kinsale Prospect (offshore Ireland)

 

The Company is focused on de-risking these assets to deliver an early drilling programme to advance the opportunity for shareholder monetisation.

 

Acquisition of Pathfinder and farm-in option to Tendrara Lakbir Licence

The Directors are excited about Fastnet's entry into offshore Morocco, which is an emerging exploration frontier area on the West African Margin for the oil and gas industry with an attractive fiscal regime. Recent industry farm-in activity helps validate the perceived significant oil and gas potential of the region.

 

Fastnet was carried through the Foum Assaka Initial Exploration Period work programme based on a gross budget cap of US$16.2m. 2,577 km2 of 3D seismic acquisition was completed in April 2012, which exceeded the minimum work commitment of 500 km2. 15 Cretaceous deepwater fan prospects have been newly identified by the licence Operator, Kosmos Energy and the Directors anticipate that, subject to all necessary regulatory consents and the timing of rig availability, drilling of the first exploration well in Foum Assaka should commence in H1 2014.

 

The Company has also commenced a farm-out process in relation to its 18.75% net interest. Whilst this process is in its early stages, expressions of interest have already been received from several multi-national and national oil corporations and preferred terms are expected to include the reimbursement of past expenditures, including 3D seismic costs, and a carry for future drilling activities.

 

As announced in May 2013, Fastnet has agreed to farm-in to, subject to regulatory approvals, eight highly prospective exploration and appraisal blocks comprising the Tendrara Lakbir Petroleum Agreement onshore Morocco, covering 14,548 km2. This represents the largest licence in Morocco over the proven Triassic Tagi gas play. The Company anticipates the drilling of an appraisal/pre-development well in 2014, following which the Company's gross interest in the Licence Area will be 50% (37.5% net interest).

 

Operating offshore Ireland

Fastnet has now established a material position in the Celtic Sea, where there has been renewed exploration interest following the recently successful Barryroe appraisal well in 2012. In June 2012, Fastnet was awarded two licensing options, Mizzen (Licensing Option 12/3) and Molly Malone (Licensing Option 12/2) in the Celtic Sea, offshore Ireland. In November 2012, Fastnet was granted a further Celtic Sea Licensing Option ("Block 49/13") and also agreed to farm-in to Licensing Option 12/5 ("Shanagarry"). In February 2013, Fastnet executed an exclusive option agreement with PSE Kinsale Energy Limited, a wholly owned subsidiary of Petronas to farm-in to the "Deep Kinsale" Prospect from 4,000 feet subsea below the producing Kinsale gas field. In May 2013, the Company was awarded Licensing Option 13/3 ("East Mizzen Licensing Option"). The East Mizzen Licensing Option covers an area of 1,155 km2 and is contiguous with and extends eastwards from the Mizzen Licensing Option.

 

With an area of 4,028 km2 under licence, Fastnet during the year under review has one of the largest acreage positions of any independent in the Celtic Sea. The licences granted to Fastnet were selected due to their attractive petroleum geology, major reserves potential, existing seismic availability and based on our management's past experience in these specific areas.

 

The Company began tendering for a 3D seismic vessel in Q1 2013 and following the award of the seismic contract to CGG (using the SR/V Vantage Vessel) the seismic programme commenced in April 2013. In June 2013 the 3D seismic programme concluded with 1,910 km2 of 3D seismic acquired for US$19 million (£12,492,000). This is the largest ever 3D seismic programme in the Celtic Sea. The Directors anticipate that this will de-risk and unlock resource potential and should increase the likelihood of attracting an industry major to participate in a future drilling programme given the scale and materiality of the prospective structures already identified. Final processing and interpretation of the data is expected to be completed by December 2013, with preliminary results now expected to be available from October 2013.

 

Having opened a data room in March 2013, the Company is now in advanced discussions with several targeted international oil and gas companies. The farm-out terms are anticipated to involve a significant contribution to past costs, including 3D seismic and a contribution to a drilling programme anticipated in 2015. The level of any contribution to drilling costs will be dependent on which prospects are sufficiently de-risked for drilling following the preliminary results of the 3D seismic. It is the Company's objective to focus on potential partners that have a preference to help fund early drilling as this is consistent with the Board's monetisation strategy for shareholders. The discussions are progressing well and the Board now expects these to be concluded in Q4 2013.

 

Project Acquisition and Evaluation

The Fastnet management and technical team have a proven track record of identifying and creating shareholder value by seeking early, opportunistic, entry into poorly evaluated assets in basins with proven petroleum systems that are suitable candidates to move towards "emerging frontier basin" status. During the year we put considerable effort into examining a number of potential additional projects consistent with our "emerging frontier basin" strategy. We have begun the process of de-risking the asset portfolio and adding value through 3D seismic acquisition. The Company will focus in the coming year on maturing its assets for early drilling and seeking industry partners to share the risk and cost of drilling.

 

Outlook

The Company will continue to execute its strategy for early monetisation of its assets by accelerating drilling activity through farm-out transactions. Accordingly, data rooms for both the Moroccan and Irish assets were opened in 2013. The Company is focused over the next 12 months on executing its drilling plans for onshore and offshore Morocco in 2014 and working towards a multi well drilling programme offshore Ireland for 2015. All of Fastnet's highest ranked prospects for drilling are now covered by 3D seismic, drilling teams are being assembled and rig contracts are being negotiated to support future well operations. Fastnet's management will work diligently and prudently to ensure the planned wells in Morocco are designed and executed in a manner consistent with our stated strategy of early monetisation of our assets. Morocco, in particular, offers an exciting opportunity to explore proven petroleum systems in a new African "hot spot". Drilling by other operators is set to begin in Q4 2013 both offshore and onshore Morocco. Success in any or all of these wells is likely to boost the potential value of our acreage position.

Paul Griffiths

Managing Director

 

19 August 2013

 

Consolidated Statement of Comprehensive Income

For the year ended 31 March 2013

 

12 months to

31 March

2013

3 months to

31 March

2012

£'000

£'000

Continuing operations

Revenue

-

-

Operational costs

-

-

Gross loss

-

-

General and administrative costs

(970)

(73)

Reverse asset and other acquisition costs

(1,087)

-

Other operating income

5

-

Share based payments

(258)

-

Operating loss

(2,310)

(73)

Finance revenue

210

3

Net foreign exchange gain

706

-

Loss on ordinary activities before taxation

(1,394)

(70)

Tax on loss on ordinary activities

-

-

Loss and total comprehensive loss for the period attributable to the equity holders of the parent

(1,394)

(70)

 

Loss per share

Loss per share - basic and diluted, attributable to ordinary equity holders of the parent (pence)

(0.72)

(0.13)

 

 

Consolidated Statement of Financial Position

As at 31 March 2013

31 March

2013

31 March

2012

£'000

£'000

Assets

Non-current assets

Property, plant and equipment

8

1

Exploration and evaluation assets

7,917

-

Total non-current assets

7,925

1

Current assets

Trade and other receivables

73

85

Cash and cash equivalents

20,736

646

Total current assets

20,809

731

Total assets

28,734

732

Equity and liabilities

Equity attributable to owners of the parent

Share capital

10,410

304

Share premium

18,801

1,794

Other reserves

609

(1,215)

Retained earnings

(1,640)

(246)

Total equity

28,180

637

Non-current liabilities

Liability for share based payments

111

-

Total non-current liabilities

111

-

 

Current liabilities

Trade and other payables

443

95

Total current liabilities

443

95

Total liabilities

554

95

Total equity and liabilities

28,734

732

 

 

Consolidated Statement of Cash Flows

For the year ended 31 March 2013

 

12 months to

31 March

2013

3 months to

31 March

2012

£'000

£'000

Cash flows from operating activities

Group operating loss for the period

(2,310)

(73)

Depreciation

3

1

Share based payment expense

258

-

Non-cash adjustment notional issue of shares

809

-

Movement in working capital:

Decrease/ (increase) in trade and other receivables

647

(80)

(Decrease)/ increase in trade and other payables

(115)

32

Net cash flow from operating activities

(708)

(120)

Cash flow from investing activities

Payments for property, plant and equipment

(10)

-

Expenditure on exploration and evaluation assets

(2,312)

-

Net cash outflow on acquisition of subsidiary

(642)

-

Net cash inflow on reverse asset acquisition

37

-

Bank interest received

210

3

Net cash flow from investing activities

(2,717)

3

 

Cash flow from financing activities

Net proceeds from issue of equity instruments

23,487

77

Repayment of loan

(678)

-

Net cash flow from financing activities

22,809

77

Exchange and other movements

706

-

 

Net change in cash and cash equivalents

20,090

(40)

Cash and cash equivalents at beginning of period

646

686

Cash and cash equivalents at end of period

20,736

646

 

 

Consolidated Statement of Changes in Equity

For the year ended 31 March 2013

 

 

 

 

 

 

 

 

Share

capital

 

 

 

 

 

Share

premium

Share based

payment

reserve

Merger

reserve

Reverse

asset

acquisition

reserve

Capital

reserve

 

 

 

 

 

Retained

earnings

 

 

 

 

 

 

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 January 2012

304

1,794

-

-

(1,298)

6

(176)

630

Loss for the period

-

-

-

-

-

-

(70)

(70)

Issue of share capital

10

67

-

-

-

-

-

77

Reclassification of reserves

(10)

(67)

-

-

77

-

-

-

Balance at 31 March 2012

304

1,794

-

-

(1,221)

6

(246)

637

Balance at 1 April 2012

304

1,794

-

-

(1,221)

6

(246)

637

Loss for the period

-

-

-

-

-

-

(1,394)

(1,394)

Share based payments

-

(279)

448

-

-

-

-

169

Issue of share capital

10,106

17,286

-

-

-

-

-

27,392

Acquisition of subsidiaries

-

-

-

7,547

-

-

-

7,547

Reverse asset acquisition

-

-

9

-

(6,180)

-

-

(6,171)

Balance at 31 March 2013

10,410

18,801

457

7,547

(7,401)

6

(1,640)

28,180

 

Notes

 

1 Financial Information

 

The financial information set out in this announcement does not constitute the Company's statutory accounts for the year ended 31 March 2013 or the period ended 31 March 2012, but is derived from those accounts. Statutory accounts for the year ended 31 March 2012 have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified and contained no statement under section 498 (2) or (3) of the Companies Act 2006, however contained an emphasis of matter in relation to a requirement that the Company required shareholder approval to approve a proposed reverse takeover and proposed fundraising. Statutory accounts for the year ended 31 March 2013 have not yet been delivered to the Registrar of Companies. The Statutory Accounts for 2013 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The auditors have reported on those accounts: their report was unqualified and contained no statement under section 498 (2) or (3) of the Companies Act 2006 and did not draw attention to any matters by way of emphasis.

 

The consolidated Financial Statements consolidate those of the Company and its subsidiaries. On 11 June 2012 Sterling Green Group plc ("Sterling Green") acquired 100% of the issued share capital of Terra Energy Limited ("Terra") in a share for share transaction, and on the same date changed its name from Sterling Green to Fastnet Oil & Gas plc. Due to the relative size of the companies and since the shareholders of Terra became the majority shareholders of the enlarged group the acquisition is accounted for as though there is a continuation of Terra's Financial Statements. The comparative figures presented are those for Terra and relate to the 3 month period ended 31 March 2012. The prior year Financial Statements for Terra were prepared on a 3 month basis to 31 March 2012 and therefore do not cover a comparable period to the current period Financial Statements that have been prepared on a 12 month period basis.

 

2 Segmental information

In the opinion of the Directors the Group has one class of business, being oil and gas exploration.

 

The Group's primary reporting format is determined by the geographical segment according to the location of the exploration asset. There are currently two geographic reporting segments: UK & Ireland, and Morocco. The geographical segment UK & Ireland includes the costs of the Company head office.

 

Segment information of the business is presented below:

12 months to 31 March 2013

3 months to 31 March 2012

UK & Ireland

Morocco

Total

UK & Ireland

Morocco

Total

£'000

£'000

£'000

£'000

£'000

£'000

Income Statement

Revenue

-

-

-

-

-

-

General and administrative costs

(898)

(72)

(970)

(73)

-

(73)

Reverse asset and other acquisition costs

(1,087)

-

(1,087)

-

-

-

Other operating income

-

5

5

-

-

-

Share based payment

(258)

-

(258)

-

-

-

Operating loss

(2,243)

(67)

(2,310)

(73)

-

(73)

Finance revenue

207

 3

210

3

-

3

Net foreign exchange gain

747

(41)

706

-

-

-

Loss before taxation

(1,289)

(105)

(1,394)

(70)

-

(70)

 

Assets and Liabilities

Segment Assets

22,295

6,439

28,734

732

-

732

Segment Liabilities

(410)

(144)

(554)

(95)

-

(95)

 

21,885

6,295

28,180

637

-

637

 

3 Loss per share - basic and diluted

In the current year the denominator in the Earnings/loss per share ("EPS") calculation is derived by separately calculating and then combining the weighted average number of shares for the period post acquisition and the weighted average number of shares for the period post acquisition.

 

Calculation of EPS

Weighted average number of shares for the period pre-acquisition (1 April 2012 to 11 June 2012): weighted average number of shares in issue in Terra Energy Limited ("Terra") for the period pre-acquisition multiplied by the exchange ratio (32.28:1) of Sterling Green Group plc shares received by Terra shareholders as part of the acquisition and divided by the consolidation ratio (38:1) of shares in the enlarged share group. Result of calculation = 64,124,957.

 

Weighted average number of shares for the period post acquisition (12 June 2012 to 31 March 2013): weighted average number of shares in issue for Fastnet Oil & Gas plc for the period post acquisition. Result of calculation = 129,920,893.

 

The comparative EPS figure is based on Terra's reported loss for the period divided by the weighted average number of shares in issue in Terra for the period multiplied by the exchange ratio (32.28:1) and divided by the consolidation ratio (38:1). Result of calculation = 54,604,467.

 

Issued share capital - Ordinary Shares of £0.038 each

 

Number of

shares

Weighted

average

shares

31 December 2011

52,931,274

38,649,890

Issue of shares by Terra Energy Limited

11,113,394

 

31 March 2012

64,044,668

 54,604,467

Issue of shares by Terra Energy Limited

84,943

 

Share for share exchange on acquisition of Terra Energy Limited

(64,129,611)

 

Share placing and consolidation

163,030,160

 

Issue of shares by Fastnet Oil & Gas plc

110,910,333

 

31 March 2013

273,940,493

 194,045,850

 

The calculation of loss per share is based on the following:

 

12 months to 31

March 2013

3 months to 31

March 2012

Loss after tax attributable to equity holders of the parent (£'000)

(1,394)

(70)

Weighted average number of Ordinary Shares in issue

194,045,850

54,604,467

Fully diluted average number of Ordinary Shares in issue

194,045,850

54,604,467

Basic and diluted loss per share (pence)

(0.72)

(0.13)

 

Where a loss has occurred, basic and diluted EPS are the same because the outstanding share options and warrants are anti-dilutive. Accordingly, diluted EPS equals the basic EPS. The share options and warrants outstanding as at 31 March 2013 totalled 15,345,628 and are potentially dilutive.

 

4 Business combinations and asset acquisitions

The Terra Energy Limited/Sterling Green Group plc transaction

The acquisition by Sterling Green of Terra has been treated for accounting purposes as a reverse asset acquisition by Terra of Sterling Green. In a reverse asset acquisition, the cost of the business combination is deemed to have been incurred by the legal subsidiary in the form of notional equity instruments issued to the owners of the legal parent. The value of the notional shares is calculated by reference to the proportion of shares that would be needed to be issued by Terra to Sterling Green if the old shareholder base of Sterling Green was to acquire the same percentage holding in Terra as it received in the combined Group.

 

The value of these notional shares issued by Terra was compared to the Net Asset value of Sterling Green on the date of acquisition and the excess (£809,000) was charged to the Statement of Comprehensive Income as a deemed cost of the business combination.

 

In addition, £278,000 in professional fees was charged to the Statement of Comprehensive Income in the current period as part of the costs associated with the reverse asset acquisition and acquisition of Pathfinder Hydrocarbon Ventures Limited (see details below). These costs include legal, due diligence, accounting and tax advisory and corporate finance.

 

Acquisition of Pathfinder Hydrocarbon Ventures limited

On 17 July 2012 Fastnet acquired the entire issued share capital of Pathfinder Hydrocarbon Ventures Limited ("Pathfinder") from Pan Maghreb Oil and Gas Limited ("PMOG", formerly Pathfinder Energy Maghreb plc) for an initial consideration of US$8.0 million (£5,123,000). The consideration was satisfied by the payment of US$1.0 million (£647,000) in cash and by the issue of 40,688,212 new Ordinary Shares in the capital of the Company at a price of 11 pence per Ordinary Share. Additional contingent consideration of US$1.0 million is payable on the condition that Pathfinder receives payment from Kosmos Energy Deepwater Morocco ("KEDM"), a wholly owned subsidiary of Kosmos Energy Limited ("Kosmos"), of US$1.0 million receivable by Pathfinder under a farm-out agreement between the parties - this payment was made in October 2012, following the issuance of a Joint Ministerial Order by the Moroccan Government granting approval of the farm-down.

 

Assets acquired and liabilities assumed:

At date of

acquisition

£'000

Assets

Exploration and evaluation assets

5,449

Cash and cash equivalents

630

Trade and other receivables

647

Total assets

6,726

Liabilities

Non-current liabilities

Other non-current loans

678

Total non-current liabilities

678

 

Current liabilities

Accounts payable and accrued liabilities

300

Total current liabilities

300

Total liabilities

978

Total net assets

5,748

Consideration

Issue of 40,688,212 fully paid Ordinary Shares

4,476

Cash consideration

647

Contingent consideration

625

Total consideration

5,748

 

Results for the period

Pathfinder prepares Financial Statements to the 31 March each year. Its most recent financial year was for the 15 month period to 31 March 2013. During that period the company recorded a loss of £258,000. During the period from the date of acquisition (17 July 2012) to 31 March 2013, Pathfinder recorded a loss of £104,000.

 

Royalty Deed

Prior to the acquisition of Pathfinder, PMOG entered into a royalty deed with its subsidiary, Pathfinder, pursuant to which, in consideration of PMOG undertaking to discharge amounts due to directors and contractors of Pathfinder and certain third party liabilities, Pathfinder granted a royalty interest to PMOG in relation to sales of oil and gas from the Foum Assaka licence area.

 

Salient features of the Royalty Deed are:

· US$5 million single cash payment to PMOG after receipt of funds from the first commercial hydrocarbon sale in the Foum Assaka Petroleum Agreement Area,

· 1% of gross revenues from oil and gas sales up until recovery of development costs and after Moroccan royalties and transport costs,

· 3% of gross revenues from oil and gas sales after recovery of development costs and after Moroccan royalties and transport costs,

· The Royalty Deed applies to each and every oil and/or gas accumulation developed through the submission of a separate Plan of Development for each Exploitation Concession.

 

Due to the uncertainty in relation to the underlying economic and commercial triggers that give rise to payments under the terms of the Royalty Deed a fair value calculation was performed using the value of the liabilities discharged by PMOG as the starting point. Following the completion of the valuation exercise no monetary value has been attributed to the Royalty Deed at the date of acquisition of Pathfinder or at the year end. The Group will review the valuation of the Royalty Deed at each Statement of Financial Position date.

 

5 Share capital

Issued share capital - Ordinary Shares

 

Number of

shares

 

Par Value

 

Total Value

£'000

1 April 2011 and 1 April 2012

303,675,390

£0.001 each

304

Share consolidation and subdivision

(303,675,390)

£0.001 each

(304)

Share consolidation and subdivision

7,991,458

£0.038 each

304

Share for share exchange on acquisition of Terra Energy Limited

64,129,611

 

£0.038 each

 

2,437

Issue of shares by Fastnet Oil & Gas plc

201,819,424

£0.038 each

7,669

31 March 2013

273,940,493

£0.038 each

10,410

 

 

Share consolidation and acquisition of Terra Energy Limited

On 11 June 2012, the Company effected a reorganisation of the existing share capital whereby each holding of 38 existing Ordinary Shares (par value £0.001), were consolidated into one new Ordinary Share (par value £0.038). This resulted in the issue of 7,991,458 new Ordinary Shares. On the same date, 64,129,611 Ordinary Shares were issued on the acquisition of 100% of the issued share capital of Terra Energy Limited.

 

Issue of Shares during the year

On 11 June 2012, 90,909,091 new Ordinary Shares of £0.038 each were issued at £0.11 per share by way of share placing. The cash consideration received by the Company was £10,000,000 before fees and commission. Total costs associated with the share placing amounted to £705,000, these costs have been deducted from share premium.

 

On 19 June 2012, 1,777,697 new Ordinary Shares of £0.038 each were issued at par value to Paul Griffiths following the successful awards of the licensing options covering certain blocks in the Molly Malone and Mizzen Basins in the Celtic Sea offshore Ireland. The issue of the shares was pursuant to the agreement entered into between the Company and Petro-Celtex Consultancy Limited dated 14 May 2012. Petro-Celtex Consultancy Limited is 100% owned and controlled by Paul Griffiths.

 

On 18 July 2012, 40,688,212 new Ordinary Shares of £0.038 each were issued at £0.11 per share in part consideration for the acquisition of 100% of the issued share capital of Pathfinder Hydrocarbon Ventures Limited from Pan Maghreb Oil and Gas Limited.

 

On 30 July 2012, 444,424 new Ordinary Shares of £0.038 each were issued at par following the exercise of share options.

 

On 12 December 2012, 68,000,000 new Ordinary Shares of £0.038 each were issued at £0.22 per share by way of share placing. The cash consideration received by the Company was £14,960,000 before fees and commission. Total costs associated with the share placing amounted to £848,000, these costs have been included in share premium.

 

6 Share-based payments

The Company has issued share options as an incentive to certain key management and staff. In addition the Company has issued warrants to key consultants, advisers and suppliers in payment or part payment for services or supplies provided to the Group. Apart from the Share Appreciation Rights described below, each share option and warrant converts into one Ordinary Share of Fastnet Oil & Gas plc on exercise and are accounted for as equity-settled share-based payments. No amounts are paid or payable by the recipient and the options and warrants may be exercised at any time from the date of vesting to the date of their expiry. The equity instruments granted carry neither rights to dividends nor voting rights.

 

Share options and warrants in issue:

 

Share Options

Warrants

 

Units

Weighted average

exercise price

Units

Weighted average

exercise price

Balance at 1 April 2012

427,630

3.8p

-

-

Granted during the year

10,372,121

17.5p

6,767,998

15.8p

Exercised during the year

 (444,424)

3.8p

 -

-

Lapsed during the year

-

-

(1,777,697)

14.1p

Balance at 31 March 2013

10,355,327

17.6p

4,990,301

16.4p

Exercisable at 31 March 2013

6,299,751

 11.2p

4,990,301

 16.4p

The fair value is estimated at the date of grant using the Black-Scholes pricing model, taking into account the terms and conditions attached to the grant. The following are the inputs to the model for the equity instruments granted during the year:

 

Share Options Ranges

Warrants

 Ranges

Expected life in days

365-1,460

1,095-1,825

Volatility

61%-80%

60%-80%

Risk free interest rate

0.71%-1.14%

0.65%-0.9%

 

During the year a total of 10,372,121 share options exercisable at a weighted average price of £0.175 were granted. The fair value of share options granted during the year was £860,000. The share options outstanding as at 31 March 2013 have a weighted remaining contractual life of 2.7 years with exercise prices ranging from £0.038 to £0.26.

 

During the year a total of 6,767,998 warrants exercisable at a weighted average price of £0.158 were granted. The fair value of warrants granted during the year was £521,000. The warrants outstanding as at 31 March 2013 have a weighted remaining contractual life of 3 years with exercise prices ranging from £0.11 to £0.22.

 

The value of share options and warrants charged to the Statement of Comprehensive Income during the year is as follows:

Group

12 months to

31 March

2013

3 months to

31 March

2012

 

£'000

£'000

Share options

151

-

Warrants

-

-

Share appreciation rights

107

-

Total

258

-

 

In addition to the above charges, share-based payments of £254,000 (related to warrants) were charged to share premium in the period.

 

Share Appreciation Rights

The Company issued Share Appreciation Rights ("SAR") to a non-executive Director that require the Company to pay the intrinsic value of the SAR to the Director at the date of exercise. To vest, the Fastnet Oil & Gas plc share price must show at least a 25% compound annual growth from the award price (£0.052) over the three years from the grant date. The Company has recorded a liability of £111,000 in the current year. Fair value of the SAR is estimated by using a Monte-Carlo simulation model, which is rerun at each Statement of Financial Position date. The fair value of the SAR at 31 March 2013 is £364,000.

 

Inputs to the Monte-Carlo simulation are detailed below:

Expected life in days

774

Volatility

61%

Risk free interest rate

0.92%

 

 

7 Related party transactions

Key management are those persons having authority and responsibility for planning, controlling and directing the activities of the Company. In the opinion of the Board, the Company's key management are the Directors of Fastnet Oil & Gas plc.

 

Amounts included in the Financial Statements, in aggregate, by category of related party are as follows:

 

Group

12 months to

31 March

2013

3 months to

31 March

2012

Directors

£'000

£'000

Directors remuneration

164

16

Share based payments

174

-

Consulting fees

100

6

Office facilities and administration

6

1

Other fees

66

-

Total

510

23

 

8 Capital commitments

Fastnet has obligations to carry out agreed work programmes under the terms of award on its oil and gas licensing authorisations.

 

Commitments on the Group's Moroccan assets and in relation to the offshore Ireland 3D seismic survey are detailed below. In addition, the Group has other less material minimum obligations under licensing options offshore Ireland.

 

Foum Assaka Petroleum Agreement

Fastnet's wholly owned subsidiary, Pathfinder, is currently in the Initial Exploration Period of the licence, which runs for 2½ years from 1 July 2011. The exploration phase may be extended to July 2019 upon election by the partners. The first extension period runs for 2½ years and includes a commitment to drill an exploration well during the term. The Company expects drilling on the most prospective targets during first half 2014. On entering the Initial Extension Period a bank guarantee of US$5 million needs to be provided (US$12 million in the event that a drilling contact is not provided). Fastnet has a 25% paying interest in the Foum Assaka Petroleum Agreement.

 

Tendrara Lakbir

Subsequent to year end, in May 2013, Fastnet through its wholly owned subsidiary Pathfinder Hydrocarbon Ventures Limited ("Pathfinder"), executed an exclusive option agreement (the "Option Agreement") with Oil and Gas Investments Funds ("OGIF") to farm-in to eight Exploration Blocks comprising the Tendrara Lakbir Petroleum Agreement (the "Tendrara Lakbir Licence") onshore Morocco. The entrance fee payable to OGIF on execution of the option agreement was US$300,000 (£197,250). Under the Agreement, Pathfinder has the option to pay 100% of the cost to drill, test and complete an appraisal/pre-development well on or before 28 February 2014. Upon completion of the well OGIF shall transfer on or before 30 September 2014 a Gross interest of 50% (a net interest of 37.5% after including the ONHYM carry through exploration of 25%) in the Tendrara Lakbir Licence to Pathfinder. Pathfinder shall assume the operatorship under the terms of the Petroleum Agreement and Association Contract, subject to all regulatory approvals being received. Upon the completion of the well and the closing of the transfer of equity interest in the Tendrara Licence, Pathfinder shall provide OGIF with a US$2.75 million irrevocable bank guarantee, which shall be returned to Pathfinder by OGIF upon completion of a further work programme whereby Pathfinder shall pay the costs of drilling two additional appraisal/pre-development wells by 1st April 2015 and 1st April 2018.

 

Offshore Ireland 3D Seismic Programme

The Company began tendering for a seismic vessel in Q1-2013 and following the award of the 3D seismic contract to CGG the seismic programme commenced in April 2013. In June 2013 the 3D seismic programme concluded with 1,910 km2 of 3D seismic acquired for US$19 million (£12,492,000).

 

9 Events after the reporting period

On 3 May 2013, Fastnet announced that it had been awarded Licensing Option 13/3 over part blocks 56/6, 56/7, 56/8, 56/9, 56/11, 56/12, 56/13 and 56/14 in the Mizzen Basin ("East Mizzen") and the western end of the North Celtic Sea Basin, offshore Ireland ("East Mizzen Licensing Option"). The newly named East Mizzen Licensing Option is valid from 1 May 2013 until 30 September 2014. It covers an area of 1,155 sq. km., and is contiguous with and extending eastwards from the previously awarded Mizzen Licensing Option 12/3, announced on 12 June 2012. Fastnet is the designated operator and has a 100% working interest in the East Mizzen Licensing Option.

 

On 29 May 2013, Fastnet announced that through its wholly owned subsidiary Pathfinder Hydrocarbon Ventures Limited ("Pathfinder") it has executed an exclusive option agreement (the "Option Agreement") with Oil and Gas Investments Funds ("OGIF") for a farm-in to eight Exploration Blocks comprising the Tendrara Lakbir Petroleum Agreement (the "Tendrara Lakbir Licence") onshore Morocco. The Tendrara Lakbir Licence covers an area of 14,548 sq. km. It covers the majority of the Tendrara Basin, which lies between the Middle Atlas to the north and the High Atlas to the south.

 

10 Annual Report and Annual General Meeting ("AGM")

 

The Annual Report for the year ended 31 March 2013 will be posted to shareholders on 29 August 2013 and will be available to download from the Company's website at www.fastnetoilandgas.com on 29 August 2013.

 

Notice of the AGM will be posted to shareholders on 29 August 2013. The AGM will be held at 12 noon on 24 September 2013 at the registered office of the company at Number 14, The Embankment, Vale Road, Heaton Mersey, Stockport, Cheshire, SK4 3GN.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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