The latest Investing Matters Podcast episode featuring Jeremy Skillington, CEO of Poolbeg Pharma has just been released. Listen here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksEcho Energy Regulatory News (ECHO)

Share Price Information for Echo Energy (ECHO)

London Stock Exchange
Share Price is delayed by 15 minutes
Get Live Data
Share Price: 0.0039
Bid: 0.0038
Ask: 0.004
Change: 0.00 (0.00%)
Spread: 0.0002 (5.263%)
Open: 0.0039
High: 0.0039
Low: 0.0039
Prev. Close: 0.0039
ECHO Live PriceLast checked at -

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Final Results

16 Jun 2014 07:00

RNS Number : 6485J
Independent Resources PLC
16 June 2014
 

16 June 2014

 

 

Independent Resources plc

 

 

("Independent Resources" or the "Company" or the "Group)

 

 

Results for the fifteen months ended 31 December 2013

 

 

Highlights

 

 

● Strategic repositioning to focus on conventional exploration and production opportunities

 

 

● New experienced executive management team led by Greg Coleman

 

 

● Significant progress made with ETAP and DGE re Ksar Hadada licence

 

 

● Rivara project remains stalled pending resolution of court processes

 

 

● Equity fundraising announced post period end to introduce new capital

 

 

Chairman's statement

 

 

Challenging times - getting back in control of our destiny

 

 

The 15 month period covered by these accounts from 1 October 2012 to 31 December 2013 has been a real challenge for the

 

company. Shareholders will remember that, in my statement in the accounts to 30 September 2012, I said that we were overwhelmed

 

by events we could not control. It has taken the period since then to reduce the Italian problems to scale, get a grip on the Tunisian

 

issues, strengthen the management of the company and refocus our strategy. As part of this strategic re-positioning we have been

 

working on a number of attractive opportunities that would provide the company with increasing exposure over time to

 

hydrocarbon production in our area of interest. We look forward to sharing our progress on these potentially transformational

 

initiatives as they mature.

 

 

New Management team

 

 

Greg Coleman joined as CEO in March 2013. Greg was a very senior executive within the BP Group and after leaving BP he

 

founded and was CEO of Canamens Limited. His background and experience is exactly what we need to refocus our strategy away

 

from reliance on Italy and into a range of more geographically diverse producing assets.

 

 

I am delighted that Greg has assembled an extremely capable team with a wide range of experience. Brian Hepp, as chief

 

operations officer brings a wealth of experience of managing field operations, while Owain Franks, a former senior

 

PricewaterhouseCoopers Partner has joined us as Commercial Director to work with Greg and the team in transforming the

 

company.

 

 

Tim James retired as CFO during the year and we are grateful to him for his stewardship of the company's finances. Feilim McCole

 

has been appointed to replace Tim as Finance Director. Feilim has a strong big firm (Deloitte), interim management and corporate

 

finance background.

 

 

Ksar Hadada

 

 

During 2013 we have devoted considerable time and effort to protecting our interests in Tunisia and trying to achieve some

 

momentum. As I said in our last interim results announcement , the previous operator of the license, PetroAsian

 

(Tunisia) Limited owned by the Hoifu Energy Group (which is listed in Hong Kong) had conspicuously failed in its obligations

 

as operator putting the renewal of the licence in March 2014 at risk.

 

 

Following extensive discussions and negotiations, on 19 February 2014, ETAP, the Tunisian State Oil Company applied for an

 

exceptional extension of the license for two years to the relevant Ministry, the DGE. The DGE had previously signalled that they

 

wished this application to be made, that the company should become the operator and the other two minority parties should

 

remain in the license with the company moving to an 86.345% working interest.

 

 

We, in common with a number of other companies operating in Tunisia, are waiting on the final steps of the approval process. This

 

will take place at a meeting of the Consultative Committee on Hydrocarbons. This meeting has been somewhat delayed and we

 

are hopeful, following discussions with the DGE, that a meeting will take place in the near future allowing us, assuming approval

 

is given, to progress our plans.

 

 

Rivara

 

 

We continue to be impacted by the ripples from the earthquake in April 2012 which halted progress on the Rivara Gas Storage

 

project. In November 2012, we announced the exit of our former joint venture partner ERG S.p.A. While the commercial

 

arrangements agreed with ERG did result in a cash payment to the group, they also triggered a need to reverse part of the deemed

 

gain that accounting standards had required us to recognise in our 2008 accounts. The impact - a non-cash loss of £1.51 million - is

 

reflected in this set of results.

 

 

We expect Administrative court proceedings to begin later this year in which we are contesting the position of the Emilia-Romagna

 

Region and the consequent position of the Ministry of Economic Development. This will not be a speedy process but is an

 

important step forwards.

 

 

We also feel vindicated by the recent findings of an international commission that there could not have been any link between our

 

activities at Rivara and the tragic earthquake in Emilia Romagna.

 

 

Fiume Bruna and Casoni (Ribolla Basin CBM assets)

 

 

I have signalled before that we are looking at our strategic options in relation to Italy. After the period covered by these accounts,

 

we have entered into discussions with the Ministry of Economic Development on the way forward. We continue to work with local

 

parties, partners and authorities to reduce project timelines to allow us to develop this potentially significant resource or to farm

 

out some part of it to a third party.

 

 

The prospective resources at Fiume Bruna and Casoni do represent a significant source of gas for local industry and the local

 

economy and we are keen to maximise shareholder value out of it. We also welcome that the new Italian Federal government

 

appears supportive of energy regime change, including a delayering of the approval regime in Italy but we do not expect this to

 

happen in the near term.

 

 

Financial review

 

 

The results for the year reflect the cost of our significant efforts to deliver a transformational deal.

 

 

The group made a loss of £3.34 million during 2013 (2012: £1.82 million) of which £1.51 million related to restructuring of Rivara

 

Gas Storage (2012: £Nil), £1.34 million comprised ongoing administrative costs (2012: £1.24 million), £0.27 million comprised

 

professional fees and diligence costs related to potential acquisitions (2012: £Nil), and £0.22 million comprised non-cash

 

provisions for the issue of share options (2012: £0.15 million).

 

 

Consolidated net assets at 31 December 2013 were £10.92 million (2012: £13.34 million). At this juncture, it has not been deemed

 

necessary to impair the carrying value of the group's Italian gas storage project at Rivara or that of our coal bed methane project

 

at Fiume Bruna and Casoni. The board will continue to monitor this situation carefully, particularly in light of forthcoming legal

 

proceedings in relation to the Rivara Gas Storage project.

 

 

At 31 December 2013, the consolidated balance sheet included approximately £5.58 million of past investment in relation to Rivara.

 

While we continue to be confident in relation to our legal position, a material prolongation of or an adverse result from the

 

Court processes may result in the need for an impairment. The book value of past investment in relation to Fiume Bruna and

 

Casoni was approximately £4.32 million at 31 December 2013.

 

 

Cash generated from operations totalled £0.16 million (2012: £0.89 million used) after adjustments for non-cash items with capital

 

expenditures incurred during the year limited to £0.22 million (2012: £0.88 million).

 

 

There was £0.66 million of available cash at 31 December 2013.

 

 

To strengthen the group's financial position further the group recently announced a placing and open offer to raise up to a

 

maximum of £2.75 million of additional funds.

 

 

Going concern

 

 

The group had cash reserves of £0.21 million at 31 May 2014.

 

 

On 30 May 2014, the company announced a placing and open offer, which if the open offer is fully subscribed will provide total

 

gross proceeds of £2.75 million.

 

 

The directors anticipate that the cash available on the basis of a fully subscribed open offer this will be sufficient to cover non-

 

discretionary expenses for the next twelve months and the preparatory work in Ksar Hadada described in my letter accompanying

 

the placing and open offer documentation also available on our website.

 

 

In the event that the placing and open offer is not fully subscribed, the group will need additional funding to meet future costs.

 

Accordingly the directors intend to continue to explore all forms of potential fundraising at both a corporate and asset level. If

 

the group is unable to raise sufficient funds then the group is unlikely to be able to continue as a going concern.

 

 

In order to meet all of the group's licence commitments, the group needs to raise further funds and is likely to require additional

 

sources of funding, including securing farm out partners for its projects.

 

 

Business development

 

 

A number of possible transactions are actively being pursued and we expect to report further in due course.

 

 

After the end of this reporting period we announced a fundraising by way of placing and open offer and at the time of writing we

 

expect it to be completed in mid June 2014. As a result of the placing and open offer the directors are satisfied that the company will

 

be in a financial position to meet its short-term obligations but will need further funds to allow it to bring its plans to fruition in full.

 

 

We remain acutely cost conscious and value focused. We are keen to be able to make further announcements about the

 

opportunities on which Greg and the team are working on and I trust that we will be able to do so shortly.

 

 

Grayson Nash

 

Non-executive Chairman

 

 

For further information, please visit www.ir-plc.com or contact:

 

 

Greg Coleman

Independent Resources plc

020 3367 1134

 

 

Phil Davies

Charles Stanley Securities

020 7149 6942

 

(Nominated Adviser)

 

 

Simon Hudson

Tavistock Communications

020 7920 3150

 

 

Independent Resources plc

 

 

Consolidated statement of comprehensive income

 

 

Period ended 31 December 2013

 

 

Notes

Period to 31 December 2013

Year to 30 September 2012

 

Continuing operations

£

£

 

 

Revenue

-

-

 

 

Cost of sales

-

-

 

 

Gross profit

-

-

 

 

Administrative expenses

(1,831,949)

(1,387,942)

 

 

Reorganisation of Rivara Gas Storage srl

(1,511,722)

-

 

 

Operating loss

(3,343,671)

(1,387,942)

 

 

Financial income

2,455

5,784

 

 

Financial expense

4

(122)

(437,077)

 

 

Loss on ordinary activities

 

before taxation

(3,341,338)

(1,819,235)

 

 

Taxation

5

-

-

 

 

Loss for the year

(3,341,338)

(1,819,235)

 

 

Other comprehensive income:

 

 

Exchange difference on translating foreign operations

 

- recycled through profit and loss

704,123

(1,074,067)

 

 

Income tax relating to other comprehensive income

-

-

 

 

Total comprehensive loss for the year

(2,637,215)

(2,893,302)

 

 

Loss attributable to:

 

 

Owners of the parent

(3,350,702)

(1,781,779)

 

 

Non-controlling interests

9,364

(37,456)

 

 

(3,341,338)

(1,819,235)

 

 

Total comprehensive loss attributable to:

 

 

Owners of the parent

(2,664,623)

(2,752,613)

 

 

Non-controlling interests

27,408

(140,689)

 

 

(2,637,215)

(2,893,302)

 

 

Loss per share (pence)

6

 

 

From continuing operations

 

 

Basic

(7.3)

(3.9)

 

 

Diluted

(7.3)

(3.9)

 

 

 

 

Independent Resources plc

 

 

Consolidated statement of financial position

 

 

As at 31 December 2013

 

 

 

Notes

31 December 2013

30 September 2012

 

£

£

 

Non-current assets

 

Property, plant and equipment

19,883

21,133

 

Goodwill

7

450,766

450,766

 

Other intangible assets

8

10,128,364

9,466,113

 

 

10,599,013

9,938,012

 

 

Current assets

 

Other receivables

9

464,850

3,634,449

 

Cash and cash equivalents

663,117

729,786

 

 

1,127,967

4,364,235

 

 

Current liabilities

 

Trade and other payables

(807,505)

(960,671)

 

 

(807,505)

(960,671)

 

Net current assets

320,462

3,403,564

 

 

Net assets

10,919,475

13,341,576

 

 

Equity attributable to equity holders of the parent

 

Share capital

10

458,369

458,369

 

Share premium

11

15,287,351

15,287,351

 

Share option reserve

418,919

264,717

 

Foreign currency translation reserve

611,235

(74,844)

 

Retained earnings

(5,856,399)

(3,766,319)

 

 

10,919,475

12,169,274

 

 

Non-controlling interests

-

1,172,302

 

 

Total equity

10,919,475

13,341,576

 

 

 

Independent Resources plc

 

 

Statement of changes in equity

 

 

Period ended 31 December 2013

 

 

Retained

Share

Share

Share

Foreign

Total

Non-

Total

 

earnings

capital

premium

option

currency

controlling

equity

 

reserve

translation

interests

 

reserve

 

£

£

£

£

£

£

£

£

 

Consolidated

 

 

1 October 2011

(1,984,540)

458,369

 15,287,351

109,761

895,990

14,766,931

1,312,991

16,079,922

 

 

Loss for the year

(1,781,779)

-

-

-

-

(1,781,779)

(37,456)

(1,819,235)

 

Exchange differences

-

-

-

-

(970,834)

(970,834)

(103,233)

(1,074,067)

 

 

Total comprehensive loss for the year

(1,781,779)

-

-

-

(970,834)

(2,752,613)

 (140,689)

(2,893,302)

 

 

Share-based payments

-

-

-

154,956

-

154,956

-

154,956

 

 

30 September 2012

(3,766,319)

458,369

15,287,351

 264,717

(74,844)

 12,169,274

1,172,302

13,341,576

 

 

1 October 2012

(3,766,319)

458,369

15,287,351

 264,717

(74,844)

 12,169,274

1,172,302

13,341,576

 

 

Loss for the period

(3,350,702)

-

-

-

-

(3,350,702)

9,364

(3,341,338)

 

Exchange differences

-

-

-

-

686,079

686,079

18,044

704,123

 

 

Total comprehensive loss for the period

(3,350,702)

-

-

-

686,079

(2,664,623)

27,408

(2,637,215)

 

 

Share options lapsed

60,912

-

-

(60,912)

-

-

-

-

 

Share-based payments

-

-

-

 215,114

-

215,114

-

215,114

 

Non-controlling interest acquired by group

1,199,710

-

-

-

-

1,199,710

(1,199,710)

-

 

 

31 December 2013

(5,856,399)

458,369

15,287,351

418,919

611,235

 10,919,475

-

10,919,475

 

 

Independent Resources plc

 

 

Consolidated statement of cash flows

 

 

Period ended 31 December 2013

 

 

Period to 31 December 2013

Year to 30 September 2012

 

£

£

 

Cash flows from operating activities

 

 

Loss before taxation

(3,341,338)

(1,819,235)

 

Adjustments for:

 

Depreciation of property, plant and equipment

10,818

21,385

 

Financial income

(2,455)

(5,784)

 

Financial expense

122

437,077

 

 

(3,332,853)

(1,366,557)

 

Decrease in other receivables

3,433,381

228,481

 

Increase in trade and other payables

(153,166)

96,779

 

Share-based payments

215,114

154,956

 

 

Cash from/(used) in operations

162,476

(886,341)

 

 

Income taxes received

-

-

 

 

Net cash from/(used) in operating activities

162,476

(886,341)

 

 

Cash flows from investing activities

 

 

Interest received

2,455

5,784

 

Interest paid

(122)

(17,077)

 

Proceeds on disposal of property, plant and equipment

1,495

5,042

 

Purchase of intangible assets

(222,913)

(879,227)

 

Purchases of property, plant and equipment

(10,060)

-

 

 

Net cash used in investing activities

(229,145)

(885,478)

 

 

Net decrease in cash and cash equivalents

(66,669)

(1,771,819)

 

 

Cash and cash equivalents at 1 October 2012

729,786

2,501,605

 

 

Cash and cash equivalents at 31 December 2013

663,117

729,786

 

 

 

Independent Resources plc

 

 

Notes to the final results for the fifteen month period ended 31 December 2013

 

 

1

Basis of preparation

 

 

The company's functional currency is the Euro, and presentational currency is Great British Pounds Sterling.

 

 

The financial information has been prepared in accordance with International Financial Reporting Standards

 

("IFRS"), IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies preparing

 

their accounts under IFRS, as adopted by the European Union, and the Companies Act 2006. The financial

 

information has been prepared under the historical cost convention, as modified by revaluations of financial assets

 

and financial liabilities at fair value through the statement of comprehensive income. Details of the accounting

 

policies applied are set out in the financial statements for the 12 months ended 30 September 2012 and have not

 

changed for the 15 month period ended 31 December 2013.

 

 

The financial information set out in this announcement does not constitute audited financial statements for the period

 

ended 31 December 2013. The financial information for the year ended 30 September 2012 is derived from the

 

statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on

 

those accounts: their report was unqualified but did include an emphasis of matter regarding the ongoing status of

 

the Rivara project.

 

 

The financial information for the period ended 31 December 2013 is derived from the financial statements, but does not

 

constitute the group's financial statements. The company's auditors have reported on the statutory financial

 

statements for the period ended 31 December 2013 and their report is unqualified, but, with the following emphases of

 

Matter:

 

 

"Development and exploration intangible asset

 

 

In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the

 

disclosures made in the financial statements concerning the process of the appeal before the Emilia Romagna

 

Bologna Administrative Court in respect of the approval of the development of the Rivara project. In the event

 

that the group is not successful in its appeal, the expenditure capitalised in respect of this project will be subject

 

to impairment testing. No adjustment has been made in relation to the carrying value of this capitalised

 

expenditure in the financial statements of the group or the carrying value of the company's investment in subsidiary

 

undertakings.

 

 

Going concern

 

 

In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the

 

disclosure made in the financial statements concerning the company's ability to continue as a going concern. The

 

financial statements have been prepared on the going concern basis, which depends on the ability of the company

 

to raise funds. These conditions, along with the other matters explained in the financial statements, indicate

 

the existence of a material uncertainty which may cast significant doubt about the company's ability to continue

 

as a going concern. The financial statements do not include the adjustments that would result if the company was

 

unable to continue as a going concern."

 

 

The financial information set out in this announcement was approved by the board on 13 June 2014.

 

 

The directors do not recommend the payment of a final dividend (2012: Nil).

 

 

2.

Business segments

 

 

The group has adopted IFRS 8 Operating segments. Per IFRS 8, operating segments are based on internal reports

 

about components of the group, which are regularly reviewed and used by the Board of Directors being the Chief

 

Operating Decision Maker ("CODM") for strategic decision making and resource allocation, in order to allocate

 

resources to the segment and to assess its performance. The group's reportable operating segments are as follows:

 

 

 

a.

Parent company

 

b.

Rivara

 

c.

Ribolla Basin CBM assets

 

d.

Ksar Hadada

 

 

The CODM monitors the operating results of each segment for the purpose of performance assessments and

 

making decisions on resource allocation. Performance is based on assessing progress made on projects and the

 

management of resources used. Segment assets and liabilities are presented inclusive of inter-segment balances.

 

 

The group did not generate any revenue during the period to 31 December 2013 nor in the year to 30 September

 

2012.

 

 

Information regarding each of the operations of each reportable segments is included in the following table.

 

 

Parent

Rivara

 Ribolla Basin

 Ksar

 Consolidation

 Total

 

company

 CBM assets

Hadada

 

£

£

 £

 £

 £

 £

 

Period to 31 December 2013

 

 

Interest revenue

155,807

40,133

2,876

-

(196,361)

2,455

 

Interest expense

(121)

(111,370)

(84,992)

-

196,361

(122)

 

Depreciation

-

1,241

9,577

-

-

10,818

 

Impairment of intangible assets

-

-

-

-

-

-

 

Income tax

-

-

-

-

-

-

 

Loss for the period before taxation

 (789,605)

(1,744,075)

(382,330)

(61,511)

(363,817)

(3,341,338)

 

 

Assets

12,128,214

8,242,367

4,456,656

235,604

(13,335,861)

 11,726,980

 

Liabilities

(514,288)

(3,810,637)

(4,285,358)

 (622,226)

8,425,004

(807,505)

 

 

Year to 30 September 2012

 

 

Interest revenue

140,285

2,147

6

-

(136,654)

5,784

 

Interest expense

-

 (510,055)

(63,676)

-

136,654

(437,077)

 

Depreciation

-

1,344

20,041

-

-

21,385

 

Impairment of intangible assets

-

-

-

-

-

-

 

Income tax

-

-

-

-

-

-

 

Loss for the year before taxation

(1,065,445)

 (758,419)

(567,201)

 (20,084)

591,914

 (1,819,235)

 

 

Assets

12,339,855

11,375,970

4,128,810

217,340

(13,759,728)

 14,302,247

 

Liabilities

(151,438)

(5,594,817)

(4,001,708)

 (542,451)

9,329,743

(960,671)

 

 

The geographical split of non-current assets arises as follows:

 

 

 United

 Overseas

 Total

 

 Kingdom

 

 £

 £

 £

 

31 December 2013

 

 

Intangible assets

-

10,128,364

10,128,364

 

Goodwill

-

450,766

450,766

 

Property, plant and equipment

1,852

18,031

19,883

 

 

30 September 2012

 

 

Intangible assets

-

9,466,113

9,466,113

 

Goodwill

-

450,766

450,766

 

Property, plant and equipment

-

21,133

21,133

 

 

3.

Reorganisation of Rivara Gas Storage srl (previously named ERG Rivara Storage srl)

 

 

On 22 November 2012 the company completed negotiations with the third party which held a non-controlling

 

interest in ERG Rivara Storage srl in order to bring back into full control of the group the valuable Rivara gas

 

storage project. The following reorganisation took place:

 

 

The non-controlling interest paid €1,400,000 (£1,182,432) for part settlement of the amount it owed in

 

respect of share capital issued by ERG Rivara Storage srl;

 

The non-controlling interest waived amounts owed by ERG Rivara Storage srl totalling €357,027

 

(£301,543);

 

ERG Rivara Storage srl cancelled the remaining amount due to it by the non-controlling interest of

 

€3,531,001 (£2,982,265) in relation to unpaid share capital and cancelled shares to this value. This amount

 

had previously been discounted by £1,169,000.

 

The non-controlling interest transferred its entire shareholding in ERG Rivara Storage srl to Independent

 

Gas Management srl for €1 (£1); and

 

ERG Rivara Storage srl changed its name to Rivara Gas Storage srl.

 

 

The amount recognised in the consolidated statement of comprehensive income for the period is calculated as

 

follows:

 

 

Period to 31 December 2013

Year to 30 September 2012

 

£

£

 

Cancellation of amount due from non-controlling interest

 

(pre discounting adjustment)

2,982,265

-

 

Discounting adjustment reversed

(1,169,000)

-

 

Amount due to non-controlling interest waived

(301,543)

-

 

 

Loss on reorganisation

1,511,722

-

 

 

4.

Net financial expense

 

 

Net financial expense includes £Nil (Year to 30 September 2012: £420,000) relating to the decrease in the net present

 

value of receivables which are measured at amortised cost due to the unwinding of the effective interest implicit in

 

the discounting calculations. The charge for that year, rather than the more normal credit, arises from the expected

 

deferral of the Rivara appraisal programme.

 

 

5.

Taxation

 

Period to 31 December 2013

Year to 30 September 2012

 

£

£

 

Tax on profit on ordinary activities

 

 

Taxation charged based on profits for the period

 

 

UK corporation tax based on the results for the period

-

-

 

 

Total tax expense in income statement

-

-

 

 

Reconciliation of the tax expense

 

 

The tax assessed for the period is different from the standard rate of corporation tax in the UK (23.4%). The

 

differences are explained below:

 

Period to 31 December 2013

Year to 30 September 2012

 

£

£

 

 

Loss on ordinary activities before taxation

(3,341,338)

(1,819,235)

 

 

Loss on ordinary activities multiplied by standard rate

 

of corporation tax in the UK of 23.4% (2012: 25%)

(781,874)

(454,808)

 

 

Effects of:

 

Expenses disallowed for tax purposes

50,337

38,739

 

Deferred tax not provided - tax losses carried forward

731,537

416,069

 

 

Total current tax

-

-

 

 

The group has tax losses available to be carried forward in certain subsidiaries and the parent. With anticipated

 

substantial lead times for the group's projects, and the possibility that these may therefore expire before their use, it

 

is not considered appropriate to anticipate an asset value for them.

 

 

6.

Loss per share

 

 

The calculation of basic and diluted loss per share at 31 December 2013 was based on the loss attributable to

 

ordinary shareholders of £3,350,702. The weighted average number of ordinary shares outstanding during the

 

period ending 31 December 2013 and the effect of the potentially dilutive ordinary shares to be issued are shown

 

below.

 

 

Period to 31 December 2013

Year to 30 September 2012

 

 £

 £

 

 

Net loss for the year

(3,350,702)

(1,781,779)

 

 

Basic weighted average ordinary shares

 

in issue during the period

45,836,867

45,836,867

 

 

Diluted weighted average ordinary shares

 

in issue during the period

45,836,867

45,836,867

 

 

In accordance with IAS 33 and as the average share price in the year is lower than the exercise price, the share

 

options do not have a dilutive impact on earnings per share for the period ending 31 December 2013.

 

 

7.

Goodwill (group)

 

Goodwill

 

£

 

31 December 2013

 

 

Cost

 

 

1 October 2012 and 31 December 2013

450,766

 

 

Carrying amount

 

 

31 December 2013

450,766

 

 

30 September 2012

450,766

 

 

30 September 2012

 

 

Cost

 

 

1 October 2011 and 30 September 2012

450,766

 

 

Carrying amount

 

 

30 September 2012

450,766

 

 

30 September 2011

450,766

 

 

The goodwill arises as a result of the acquisition of Independent Energy Solutions srl which contains the Ribolla

 

project.

 

 

A review of the latest management information and projections shows a net present value significantly in excess of

 

assets and liabilities relating to this project. No changes have been identified as being required to the main

 

assumptions which would have a corresponding material impact on the group.

 

 

The continuing analysis and testing of technical data continues to indicate that the project is feasible.

 

 

The group continues to work towards, and is confident of, obtaining all the necessary approvals from regulatory

 

authorities.

 

 

For the purpose of goodwill impairment testing, recoverable amounts have been determined based upon the

 

value in use of the Ribolla project and is considered further as part of intangible assets in note 8.

 

 

Value in use

 

 

Cash flows are projected for the periods up to the date that the project is expected to become commercially

 

operational and from then until operations are expected to cease, based upon management's expectations. These

 

dates depend on a number of variables, including the project's technical feasibility, regulatory approval, forecast

 

revenue prices and the associate development and operational costs.

 

 

The project is expected to generate revenue after five to nine years and to continue doing so for a further 35

 

years. The directors consider that projections calculated for a period greater than five years are justified as the

 

project is still in a development stage. The directors have used a constant rate of growth of 2.5% (2012: 2.5%)

 

to extrapolate the cash flow projections beyond the period in which the projects will commence to generate

 

revenue. This growth rate is considered to cover increases resulting from inflation and regulatory changes. The

 

discount rate used is 10.0% (2012: 10.0%).

 

 

Key assumptions used in value in use calculations

 

 

The key assumptions used in the value in use calculations for the goodwill asset are the anticipated quantity of

 

resource available for extraction, costs of plant and infrastructure, expected revenue prices, expected operational

 

costs, appropriate discount rates and foreign exchange rates. For further details please see note 9.

 

 

Management's assessment of the technical and commercial viability of the project is supported by the evaluation work

 

undertaken by appropriately qualified persons.

 

 

Management have assessed the project's individual net present value and thereby impairment on a variety of

 

bases and assumptions using, where appropriate, a number of discount rates. The impairment tests are particularly

 

sensitive to changes in the key assumptions and changes to these assumptions could result in impairment;

 

however, all of the varying bases indicate a net present value significantly in excess of the value of goodwill.

 

 

Foreign exchange rates have been based on external market forecasts, after considering long-term market

 

expectations and the countries in which the group operates.

 

 

8.

Other intangible assets (group)

 

 

Development and exploration

 

Rivara gas

Ribolla Basin

Ksar Hadada

Total

 

storage

CBM assets

exploration

 

facility

acreage

 

£

£

£

£

 

31 December 2013

 

 

Cost

 

 

1 October 2012

5,236,000

4,013,233

1,297,709

10,546,942

 

Exchange differences

248,709

190,629

-

439,338

 

Additions

100,288

112,997

9,628

222,913

 

 

31 December 2013

5,584,997

4,316,859

1,307,337

11,209,193

 

 

Amortisation

 

 

1 October 2012

-

-

1,080,829

1,080,829

 

Impairment charge for the period

-

-

-

-

 

 

31 December 2013

-

-

1,080,829

1,080,829

 

 

Carrying amount

 

 

31 December 2013

5,584,997

4,316,859

226,508

10,128,364

 

 

30 September 2012

5,236,000

4,013,233

216,880

9,466,113

 

 

30 September 2012

 

 

Cost

 

 

1 October 2011

4,892,610

4,265,886

1,237,818

10,396,314

 

Exchange differences

(389,229)

(339,370)

-

(728,599)

 

Additions

732,619

86,717

59,891

879,227

 

 

30 September 2012

5,236,000

4,013,233

1,297,709

10,546,942

 

 

Amortisation

 

 

1 October 2011

-

-

1,080,829

1,080,829

 

Impairment charge for the year

-

-

-

-

 

 

30 September 2012

-

-

1,080,829

1,080,829

 

 

Carrying amount

 

 

30 September 2012

5,236,000

4,013,233

216,880

9,466,113

 

 

30 September 2011

4,892,610

4,265,886

156,989

9,315,485

 

 

The primary intangible assets are all internally generated.

 

 

For the purpose of impairment testing of intangible assets, recoverable amounts have been determined based

 

upon the value in use of the group's three projects.

 

 

Rivara gas storage facility and Ribolla Basin CBM assets

 

 

Despite the expected delay, a review of the latest management information and projections shows a net present

 

value significantly in excess of assets and liabilities relating to the projects. The main assumptions indicate that no

 

significant change has arisen on these calculations which would materially impact on the group.

 

 

The continuing analysis and testing of technical data continues to indicate that the projects are feasible.

 

 

The group continues to work towards, and is confident of, obtaining all the necessary approvals from regulatory

 

authorities. The group anticipates being able to raise the necessary finance to continue to develop the projects.

 

 

Value in use

 

 

Value in use has been calculated separately for the group's Rivara gas storage facility and Ribolla Basin CBM

 

assets. Cash flows are projected for the periods up to the date that the projects are expected to

 

become commercially operational and from then until operations are expected to cease, based upon management's

 

expectations. These dates depend on a number of variables, including the project's technical feasibility, regulatory

 

approval, forecast revenue prices and the associated development and operational costs.

 

 

The projects are expected to generate revenue after five to nine years and to continue doing so for a further 35

 

years. The directors consider that projections calculated for a period greater than five years are justified as the

 

projects are still in a development stage.

 

 

Key assumptions used in value in use calculations

 

 

The key assumptions used in the value in use calculations for the intangible assets are the expected storage and

 

useable capacity of the Rivara project, the anticipated quantity of resource available for extraction for the Ribolla

 

Basin project, costs of plant and infrastructure, expected revenue prices (specifically gas prices), expected

 

operational costs, appropriate discount rates and foreign exchange rates.

 

 

Management's assessment of the technical and commercial viability of the projects is supported by the evaluation

 

work undertaken by appropriately qualified persons.

 

 

Management has assessed the projects' individual net present values and thereby impairment on a variety of

 

bases and assumptions using, where appropriate, a number of discount rates. The impairment tests are

 

particularly sensitive to changes in the key assumptions, and changes to these assumptions could result in

 

impairment; however, all of the varying bases indicate a net present value significantly in excess of the value of

 

the intangible assets.

 

 

Foreign exchange rates have been based on external market forecasts, after considering long-term market

 

expectations and the countries in which the group operates.

 

 

The key assumptions used in the value in use calculations are as follows:

 

 

Assumption

Sensitivity

 

factor *

 

 

Rivara gas storage facility:

 

 

Growth rate

2.0%

+278.4%

 

Discount rate

7.0%

+32.1%

 

Capital expenditure

-

+26.0%

 

 

Ribolla Basin CBM assets:

 

 

Growth rate

2.5%

+127.2%

 

Discount rate

10.0%

+53.3%

 

Gas price

€0.27 per cubic metre

-19.3%

 

Capital expenditure

-

+29.5%

 

 

The growth rates are considered to cover increases resulting from inflation and regulatory changes.

 

 

* The sensitivity factor is the percentage change in each specific assumption which would, on its own, result in the

 

net present value equal to the carrying value of the intangible asset in the accounts.

 

 

The discount rates used vary depending on the nature of the projects and the anticipated stability and longevity of

 

expected cash flows.

 

 

Potential impairment of the Rivara project

 

 

The Group holds a 100% interest in Rivara Gas Storage srl Intangible assets include an amount of £5,576,000 with

 

respect to project expenditure. The regional council, Regione Emilia Romagna, where the project is located is

 

currently denying authorisation for project development. However authorisation has been granted by the national

 

government. As a result Rivara Gas Storage srl has appealed against this decision to the Emilia Romogna Bologna

 

Administrative Court and this appeal is due to be heard in thesecond half of 2014

 

 

In the event that Rivara Gas Storage srl's appeal was to be unsuccessful, there may be an indication of impairment

 

of the capitalised expenditure which could significantly reduce the carrying value of this asset.

 

 

9.

Other receivables

 

31 December 2013

30 September 2012

 

£

£

 

 

Deferred subscription payments due from non-controlling interest

-

2,781,677

 

Other receivables

401,180

804,979

 

Prepayments

63,670

47,793

 

 

464,850

3,634,449

 

 

Other receivables in the group and the company principally comprise recoverable Value Added Tax and expenditure

 

recharged to project partners.

 

 

The directors consider that the carrying amount of trade and other receivables approximated their fair value.

 

 

Deferred subscription payments due from non-controlling interest had been classified as current as the amounts

 

receivable were anticipated to be realised within the asset's normal operating cycle. See note 3 with regards to

 

the renegotiation and settlement of this amount during the period to 31 December 2013.

 

 

 

10.

Share capital

 

31 December 2013

30 September 2012

 

Group

Company

Group

Company

 

£

£

£

£

 

Issued, called up and fully paid

 

45,836,867 (2012: 45,836,867)

 

ordinary shares of 1p

458,369

458,369

458,369

458,369

 

 

The holders of ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per

 

share at meetings of the company.

 

 

11.

Share premium account

 

31 December 2013

30 September 2012

 

Group

Company

Group

Company

 

£

£

£

£

 

 

1 October and 31 December

15,287,351

15,287,351

15,287,351

15,287,351

 

 

12.

Share-based payments

The share option scheme, which was adopted by the company on 25 November 2005, was established to reward

and incentivise the executive management team for delivering share price growth. The share option scheme is

administered by the Remuneration Committee.

One-off options of 16,667 granted to A R H Thomas in recognition of his contribution at the time of the company's

AIM admission remain exercisable.

On 4 March 2013 the company issued 200,000 share options to W G Coleman upon his appointment to the board

as chief executive officer.

Details of this tranche of share options outstanding at the year end are as follows:

Date of grant

01/10/2012

Issued/

31/12/2013

Date from which

Lapse

Exercise

Number of

lapsed in

Number of

options may be

date

Price per

options

the period

options

first exercised

option

18/01/2011

2,175,000

(285,000)

1,890,000

5/01/2014

5/01/2016

43p

4/03/2013

-

200,000

200,000

4/03/2013

3/03/2023

1p

The options outstanding at the end of the year have a weighted average remaining contractual life of 2 years.

The fair values of the options granted on 18 January 2011 were calculated using the binomial option pricing model.

The inputs into the model were as follows:

Stock price

43p

Exercise price

43p

Interest rate

3.51%

Volatility

65%

Time to maturity

5 years

Number of steps

60

Exercise factor

66.289

The fair values of the options granted on 4 March 2013 were calculated using the Black-Scholes option pricing model.

The inputs into the model were as follows:

Weighted average share price

10.62p

Weighted average exercise price

1p

Expected volatility

92.00%

Expected life

10 years

Risk free rate

2.10%

Expected dividend yield

Nil

The expected volatility was determined with reference to the company's share price since it was admitted for trading

on AIM in December 2005. The expected life used in the model has been adjusted, based on management's best

estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

The group recognised total expenses of £215,114 (2012: £154,956) related to equity-settled, share-based payment

transactions during the period. Of the amount recognised in the current period £20,573 related to the options issued

to G Coleman, as detailed above, the value of which has been recognised in full as they could be exercised

immediately.

Registered office

Independent Resources plc

Tower Bridge House, St Katharine's Way, London E1W 1DD

Email: mailbox@ir-plc.com

Commercial office

1st Floor, 12 Melcombe Place, London, NW1 6JJ, United Kingdom

Telephone: +44 (0) 203 367 1134

Fax: +44 (0) 203 170 7551

Email: mailbox@ir-plc.com

Technical office

Viale Liegi 41, 00198 Rome, Italy

Telephone: +39 06 853594

Fax: +39 06 2549 6286

Email: mailbox@ir-plc.com

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR SFWFUIFLSESM
Date   Source Headline
4th Apr 202412:05 pmRNSIssue of Equity and Total Voting RIghts
27th Mar 20247:00 amRNSChange of Nominated Adviser and Broker
12th Mar 20242:32 pmRNSResults of General Meeting
23rd Feb 20244:00 pmRNSNotice of General Meeting
21st Feb 20243:30 pmRNSHolding(s) in Company
20th Feb 20246:00 pmRNSHolding(s) in Company
15th Feb 202411:36 amRNSHolding(s) in Company
14th Feb 202411:37 amRNSHolding(s) in Company
8th Feb 20242:30 pmRNSProposed Warrant Issue
7th Feb 20247:00 amRNSIssue of Equity and Total Voting Rights
29th Jan 20244:15 pmRNSIssue of Equity and Total Voting Rights
29th Jan 20247:00 amRNSIssue of Equity and Total Voting Rights
26th Jan 202411:45 amRNSIssue of Equity and Total Voting Rights
22nd Dec 20237:05 amRNSIssue of Equity, Award of Options & TVR
21st Dec 20237:55 amRNSIssue of Convertible Loan Note
19th Dec 20238:24 amRNSSuccessful Debt Restructuring
28th Nov 20233:28 pmRNSChange of Nominated Adviser
14th Nov 20237:00 amRNSBoard Changes
31st Oct 20233:36 pmRNSResults of GM & Total Voting Rights
2nd Oct 20237:30 amRNSRestoration - Echo Energy plc
31st Aug 20235:22 pmRNSUpdate re: Publication of 2022 Annual Report
31st Jul 202312:53 pmRNSUpdate re: Publication of 2022 Annual Report
3rd Jul 20237:30 amRNSSuspension - Echo Energy plc
29th Jun 202311:49 amRNSSuspension of Trading
28th Jun 20234:57 pmRNSHolding(s) in Company
27th Jun 20233:41 pmRNSDisposal and Admission of Subscription Shares
26th Jun 20234:39 pmRNSResult of Annual General Meeting
2nd Jun 20239:17 amRNSPosting of Circular
26th May 20237:00 amRNSPartial Sale of Santa Cruz Sur Assets
9th May 20237:00 amRNSProposed Partial Sale of Santa Cruz Sur Assets
24th Apr 20233:19 pmRNSHolding(s) in Company
21st Apr 20232:42 pmRNSHolding(s) in Company
20th Apr 20233:09 pmRNSHolding(s) in Company
19th Apr 20232:22 pmRNSHolding(s) in Company
18th Apr 20237:00 amRNSQ1 2023 Production, Commercial & Corporate Update
17th Apr 20231:35 pmRNSHolding(s) in Company
21st Mar 20235:14 pmRNSHolding(s) in Company
9th Mar 20234:05 pmRNSHolding(s) in Company
3rd Mar 20234:35 pmRNSPrice Monitoring Extension
17th Feb 20232:33 pmRNSHolding(s) in Company
3rd Feb 20234:43 pmRNSHolding(s) in Company
2nd Feb 20237:00 amRNSCommercial and Financial Update
1st Feb 202310:37 amRNSChange of Adviser
23rd Jan 20232:05 pmRNSSecond Price Monitoring Extn
23rd Jan 20232:00 pmRNSPrice Monitoring Extension
13th Jan 20237:00 amRNSQ4 2022 Production Update & Directorate Change
23rd Dec 20227:01 amRNSIntended Non-Executive Director Appointment
23rd Dec 20227:00 amRNSExercise of Warrants and Total Voting Rights
19th Dec 20223:06 pmRNSHolding(s) in Company
15th Dec 20226:05 pmRNSHolding(s) in Company

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.