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Interim Results 2017

4 Aug 2017 07:00

RNS Number : 0914N
Echo Energy PLC
04 August 2017
 

 

Echo Energy PLC

 

 

Chairman's Statement, 2017 Interim Accounts

 

 

Echo Energy plc (Echo) is an AIM listed, Latin American focused, mid-cap gas company in the making. The Company was launched in March 2017 and is pursuing a bold and adventurous upstream growth strategy across Central and South America.

 

 

This LATAM regional exploration / appraisal strategy is focused on accessing multi Tcf, low cost gas piped to high value growing markets across a region which has suffered from a historic period of underinvestment and where there is an immediate market for locally sourced gas.

 

 

Corporately, Echo has already made significant progress in building the foundations for the delivery of its growth strategy. Since launch, the Company has raised some £26M of cash, secured a cornerstone investor and introduced a world class team with strong regional connections and an indisputable track record in building mid cap AIM listed gas businesses with sustainable value growth for Private Investors. In five months, Echo has secured two positioning transactions in Bolivia, one of the few remaining 'untapped' prolific hydrocarbon provinces and the key gas supply hub in the region. We expect to secure further corporate and asset transactions in Bolivia and beyond (including Argentina and the Caribbean) in the near term. It is then the Company's intention to selectively bring in pre-identified strategic partners to the business to fund and technically de-risk the larger assets.

 

 

Echo is an entrepreneurial, high growth vehicle led and backed by an experienced team and managed with an eye for private investors. We believe our Company provides a compelling investment proposition for investors at this specific point in the cycle.

 

 

 

James Parsons, Chairman Echo Energy Plc

 

 

Echo Energy PLC

 

 

Chief Executive Officer's Statement

 

 

Since the company's relaunch it has been a very busy start for the new management team at Echo and we have already taken our first steps of creating the building blocks of a mid-cap E&P company alongside building a portfolio with multi-Tcf potential.

 

 

In June 2017, we signed a Joint Evaluation Agreement (JEA) with Pluspetrol, a privately owned major oil & gas company in the region, giving us the opportunity to secure an 80% operated interest in the Huayco Block in Southern Bolivia. The signing of this JEA was shortly followed by the signature of a tri-partite Technical Evaluation Agreement (TEA) between Echo, Pluspetrol and YPFB (the Bolivian National Oil Company) over the Rio Salado Block which surrounds Huayco and contains an extension of the previously identified structure.

 

 

Both agreements will allow Echo to assess the resource prospectivity of the Greater Huayco Region whilst not committing the Company to a work programme until the sub-surface potential is fully understood.

 

 

We see our partnership with Pluspetrol as a long-term relationship with durability and scope to broaden across Bolivia and the region as a whole. This entry into Bolivia provides the company with a toe-hold in the country underpinning the importance of the regional relationships already established.

 

 

The coming months will see your new management team add more assets to the portfolio, continue to develop our regional partnerships and assess merits of a number of opportunities across the LatAm region where we will be focussed on delivering access to high value assets based on rigorous technical and commercial analysis. We are technically driven but nimble and opportunistic and believe that the E&P cycle is at a low point that will enable us to build a portfolio across the region whilst benefitting from what we expect will be improving markets and business environment.

 

 

 

Fiona MacAulay, Chief Executive Officer Echo Energy Plc

 

 

Echo Energy PLC

 

 

Consolidated statement of comprehensive income

 

 

Six months ended 30 June 2017

 

 

Unaudited

Unaudited

Audited

 

1 January 2017

1 January 2016

1 January 2016

 

 to 30 June

 to 30 June

to 31 December

 

2017

2016

2016

 

£

£

£

 

Notes

 

Continuing operations

 

 

Revenue

2

-

-

-

 

 

Cost of sales

-

-

-

 

 

Gross profit

-

-

-

 

 

Administrative expenses

(1,287,580)

(281,672)

(1,325,362)

 

 

Other operating income

-

-

-

 

 

Operating loss

(1,287,580)

(281,672)

(1,325,362)

 

 

Financial income

369

114

144

 

 

Financial expense

(364,288)

(17,143)

(23,739)

 

 

Share of post-tax losses of equity

 

accounted joint ventures

-

-

-

 

 

Loss before tax

(1,651,499)

(298,701)

(1,348,957)

 

 

Taxation

3

-

-

-

 

 

Loss from continuing operations

(1,651,499)

(298,701)

(1,348,957)

 

 

Discontinued operations

 

 

Loss after taxation for the period from

 

discontinued operations

(24,759)

(149,992)

(5,905,227)

 

 

Loss for the period

(1,676,258)

(448,693)

(7,254,184)

 

 

Other comprehensive income:

 

 

Other comprehensive income to be reclassified to profit

 

or loss in subsequent periods (net of tax)

 

Exchange difference on translating foreign operations

2,121

624,689

807,370

 

 

Total comprehensive profit/(loss) for the period

(1,674,137)

175,996

 (6,446,814)

 

 

Loss attributable to:

 

Owners of the parent

(1,676,258)

(448,693)

 (7,254,184)

 

 

Total comprehensive profit/(loss) attributable to:

 

Owners of the parent

(1,674,137)

5,996

(6,446,814)

 

 

Loss per share (pence)

4

 

Basic

(0.9)

(2.1)

 (18.6)

 

Diluted

(0.9)

(2.1)

 (18.6)

 

 

Loss per share (pence) from continuing operations

 

Basic

(0.9)

(1.4)

(3.5)

 

Diluted

(0.9)

(1.4)

(3.5)

 

 

Echo Energy PLC

 

 

 

 

Consolidated statement of financial position

 

 

 

 

As at 30 June 2017

 

 

 

 

Unaudited

Unaudited

Audited

 

 

30 June

30 June

31 December

 

 

2017

2016

2016

 

 

£

£

£

 

 

Notes

 

 

 

 

Non-current assets

 

 

Property, plant and equipment

1,957

8,303

3,647

 

 

Other intangible assets

5

432,486

432,486

432,486

 

 

Investments in equity-accounted

 

 

joint ventures

6

-

-

-

 

 

 

 

434,443

440,789

436,133

 

 

 

 

Current assets

 

 

Other receivables

118,239

686,523

235,217

 

 

Cash and cash equivalents

25,545,780

61,366

182,164

 

 

 

 

25,664,019

747,889

417,381

 

 

 

 

Assets held for distribution

91,808

5,680,861

89,371

 

 

 

 

25,755,827

6,428,750

506,752

 

 

 

 

Current liabilities

 

 

Trade and other payables

(479,890)

(861,691)

(417,801)

 

 

Liabilities directly associated with the

 

 

assets held for distribution

(11,864)

(47,403)

11,548)

 

 

 

 

(491,754)

(909,094)

9,349)

 

 

 

 

Net current assets

25,264,073

5,519,656

77,403

 

 

 

 

Non-current liabilities

 

 

Loans due in over one year

10

(10,245,639)

-

-

 

 

 

 

Net assets

15,452,877

5,960,445

513,536

 

 

 

 

Equity attributable to equity holders of the parent

 

 

Share capital

7

3,104,919

2,327,488

2,430,612

 

 

Share premium

8

25,439,364

17,247,816

17,621,763

 

 

Shares to be issued

277,468

-

277,468

 

 

Share option reserve

103,058

84,357

85,515

 

 

Share warrant reserve

8,730,575

302,453

714,977

 

 

Foreign currency translation reserve

473,801

288,999

471,680

 

 

Retained earnings

(22,676,308)

(14,290,668)

 (21,088,479)

 

 

 

 

Total equity

15,452,877

5,960,445

513,536

 

 

 

Echo Energy PLC

 

 

Consolidated statement of changes in equity

 

 

Six months ended 30 June 2017

 

 

Foreign

 

Shares

Share

Share

currency

 

Retained

Share

Share

to be

option

warrant

translation

 

earnings

capital

premium

issued

reserve

reserve

reserve

Total

 

£

£

£

£

£

£

£

£

 

 

Six months to 30 June 2017

 

 

1 January 2017

(21,088,479)

 2,430,612

17,621,763

 277,468

 85,515

714,977

471,680

513,536

 

 

Loss for the period

(1,676,258)

-

-

-

-

-

-

(1,676,258)

 

 

Exchange differences

-

-

-

-

2,121

2,121

 

 

Total comprehensive loss

 

for the period

(1,676,258)

-

-

-

-

2,121

(1,674,137)

 

 

New shares issued

-

674,307

7,506,397

-

-

-

-

8,180,704

 

Share issue costs

-

-

(101,320)

-

-

-

-

(101,320)

 

 

New share warrants issued

-

-

-

-

-

8,448,812

-

8,448,812

 

 

Warrants exercised

-

-

412,524

-

-

(412,524)

-

-

 

 

Warrants lapsed

20,690

-

-

-

-

(20,690)

-

-

 

 

Share options lapsed

 

in the period

67,739

-

-

-

(67,739)

-

-

-

 

 

Share-based payments

-

-

-

-

 85,282

-

-

85,282

 

 

30 June 2017

(22,676,308)

 3,104,919

25,439,364

 277,468

 103,058

 8,730,575

 473,801

15,452,877

 

 

Six months to 30 June 2016

 

 

1 January 2016

(13,841,975)

 2,159,247

16,628,623

-

71,718

302,453

(335,690)

4,984,376

 

 

Loss for the period

(448,693)

-

-

-

-

-

-

(448,693)

 

 

Exchange differences

-

-

-

-

-

-

624,689

624,689

 

 

Total comprehensive loss

 

for the period

(448,693)

-

-

-

-

-

624,689

175,996

 

 

New shares issued

-

168,241

629,082

-

-

-

-

797,323

 

Share issue costs

-

-

(9,889)

-

-

-

-

(9,889)

 

 

New share warrants issued

-

-

-

-

-

-

-

-

 

 

Share options lapsed

 

in the period

-

-

-

-

-

-

-

-

 

 

Share-based payments

-

-

-

-

12,639

-

-

12,639

 

 

30 June 2016

(14,290,668)

 2,327,488

17,247,816

-

 84,357

302,453

288,999

5,960,445

 

 

Year to 31 December 2016

 

 

1 January 2016

(13,841,975)

 2,159,247

16,628,623

-

71,718

302,453

(335,690)

4,984,376

 

 

Loss for the period

(7,254,184)

-

-

-

-

-

-

(7,254,184)

 

 

Exchange differences

-

-

-

-

-

-

807,370

807,370

 

 

Total comprehensive loss

 

for the period

(7,254,184)

-

-

-

-

-

807,370

(6,446,814)

 

 

New shares issued

-

264,065

887,329

-

-

-

-

1,151,394

 

New share warrants issued

-

-

-

412,524

-

412,524

 

Share issue costs

-

-

(9,889)

-

-

-

-

(9,889)

 

Share options lapsed

 

in the period

7,680

-

-

-

 (7,680)

-

-

-

 

 

Share-based payments

-

7,300

115,700

 277,468

21,477

-

-

421,945

 

 

 

31 December 2016

(21,088,479)

 2,430,612

17,621,763

 277,468

 85,515

714,977

471,680

513,536

 

 

Echo Energy PLC

 

 

Consolidated statement of cash flows

 

 

Six months ended 30 June 2017

 

 

Unaudited

Unaudited

Audited

 

1 January 2017

1 January 2016

1 January 2016

 

 to 30 June

to 30 June

to 31 December

 

2017

2016

2016

 

£

£

£

 

Cash flows from operating activities

 

 

Loss from continuing operations

(1,651,499)

(298,701)

(1,348,957)

 

Loss from discontinued operations

(24,759)

(149,992)

(5,905,227)

 

(1,676,258)

(448,693)

(7,254,184)

 

 

Adjustments for:

 

Depreciation of property, plant and equipment

1,690

3,212

5,431

 

Impairment of intangible assets and goodwill

-

-

5,756,250

 

Loss on disposal of property, plant and equipment

-

-

2,437

 

Share of post-tax loss of equity accounted joint ventures

-

137,906

137,906

 

Share-based payments

85,282

12,639

421,945

 

Warrants issued

-

-

412,524

 

Financial income

(369)

(114)

(144)

 

Financial expense

364,288

17,143

23,739

 

 

(1,225,367)

(277,907)

(494,096)

 

 

(Increase)/decrease in other receivables

119,099

(293,730)

283,265

 

(Increase)/decrease in assets held for distribution

(2,121)

7,182

(11,557)

 

(Decrease)/increase in trade and other payables

(87,272)

245,758

(684,735)

 

 

Cash used in operations

(1,195,661)

(318,697)

(907,123)

 

 

Income taxes received

-

-

-

 

 

Net cash used in operating activities

(1,195,661)

(318,697)

(907,123)

 

 

Cash flows used in investing activities

 

 

Interest received

369

114

144

 

Interest paid

(153,731)

-

(23,739)

 

Proceeds on disposal of property, plant and equipment

-

-

-

 

Acquisition of equity accounted joint venture

-

-

-

 

Purchase of intangible assets

-

-

-

 

Purchase of property, plant and equipment

-

(396)

(396)

 

 

Net cash used in investing activities

(153,362)

(282)

(23,991)

 

 

Cash flows from financing activities

 

 

Net proceeds from debt

13,346,750

200,000

-

 

Issue of share capital

13,365,889

93,577

1,026,510

 

Share issue costs

-

(9,889)

(9,889)

 

 

Net cash from financing activities

26,712,639

283,688

1,016,621

 

 

Net increase/(decrease) in cash and cash equivalents

25,363,616

(35,291)

85,507

 

 

Cash and cash equivalents at beginning of the period

182,164

96,657

96,657

 

 

Cash and cash equivalents at end of the period

25,545,780

61,366

182,164

 

 

Echo Energy PLC

 

 

Notes to the interim financial information

 

 

Six months ended 30 June 2017

 

 

1.

Accounting policies

 

 

General information

 

 

The interim financial information is for Echo Energy PLC ("the company") and subsidiary undertakings (together, the "Group"). The company is registered in England and Wales and incorporated under the Companies Act 2006. The consolidated financial information is presented in GBP ("£") unless otherwise stated.

 

 

 

 

Basis of preparation

 

 

The interim financial information, for the period from 1 January 2017 to 30 June 2017, has been prepared under the historical cost convention and in accordance with International Financial Reporting Standards and International Accounting Standards as adopted by the European Union, and on the going concern basis. They are in accordance with the accounting policies set out in the statutory accounts for the year ended 31 December 2016 and are expected to be applied for the year ended 31 December 2017.

 

 

 

 

 

The Interim Report is unaudited and does not constitute statutory financial statements. The financial information for the period ended 30 June 2016 does not constitute statutory accounts, as defined in section 435 of the Companies Act 2006 but is based on the statutory financial statements for the year ended 31 December 2016. Those accounts, upon which the auditors issued a qualified opinion in relation to the operation of the joint venture arrangements relating to the group's 25 per cent. working interest in the East Ghazalat production licence, have been delivered to the Registrar of Companies.

 

 

 

 

 

 

The interim consolidated financial statements for the six months ended 30 June 2017 have been prepared in accordance with IAS 34, Interim Financial Reporting.

 

 

 

The operations of Echo Energy PLC are not affected by seasonal variations.

 

 

The directors do not propose a dividend for the period (2016: nil).

 

 

The Interim Report for the six months ended 30 June 2017 was approved by the Directors on 3rd August 2017

 

 

Copies of the Interim Report are available from the Company's website www.echoenergyplc.com.

 

 

Going concern

 

 

The financial information has been prepared assuming the Group will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.

 

 

The assessment has been made based on the Group's anticipated activities which have been included in the financial forecast for the years 2017-2018.

 

 

To support the new LATAM strategy the group has, during the reporting period, completed a number of institutional funding rounds and one open offer with each equity fundraise being placed at nil discount to market. This funding will be used to acquire new assets and fund the administrative costs of the group.

 

 

Based on the above, the directors have formed a judgment that the going concern basis should be adopted in preparing the interim financial information. The interim financial information does not include any adjustments that may be required should the Group be unable to continue as a going concern. If the Group were unable to continue as a going concern, then adjustments would be necessary to write assets down to their recoverable amounts, non-current assets and liabilities would be reclassified as current assets and liabilities and provisions would be required for any costs associated with closure.

 

 

The directors continue to explore all forms of potential fundraising at both a corporate and asset level.

 

 

In relation to Ksar Hadada, management's intention remains to secure a farm-in or investment partner to cover programme costs.

 

 

Based on the above, the directors have formed a judgment that the going concern basis should be adopted in preparing the financial statements.

 

 

Should the Group be unable to continue trading, adjustments would have to be made to reduce the value of the assets to their recoverable amounts, to provide for further liabilities which might arise and to classify fixed assets as current.

 

 

2.

Business segments

 

 

The Group has adopted IFRS 8 operating segments from 1 October 2009. 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.

Ksar Hadada

 

 

The previously reported segments of Ribolla Basin CBM assets and Rivara have been classified as a discontinued operation and has been excluded from the analysis below.

 

 

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 six month period to 30 June 2017, or in the six month period to 30 June 2016, or the year to 31 December 2016.

 

 

 

Parent

 

company

Ksar Hadada

Consolidation

Total

 

£

£

£

£

 

 

Six months to 30 June 2017

 

 

Interest revenue

369

-

-

369

 

Interest expense

(364,278)

(10)

-

(364,288)

 

Depreciation

1,690

-

-

1,690

 

Impairment of

 

intangible assets

-

-

-

-

 

Income tax

-

-

-

-

 

Loss for the period

 

before taxation

(1,634,891)

(41,367)

24,759

(1,651,499)

 

 

Assets

26,847,520

432,640

(1,181,698)

26,098,462

 

Liabilities

(10,701,192)

(1,120,469)

 1,096,132

(10,725,529)

 

 

Six months to 30 June 2016

 

 

Interest revenue

114

-

-

114

 

Interest expense

(17,143)

-

-

(17,143)

 

Depreciation

3,212

-

-

3,212

 

Impairment of

 

intangible assets

-

-

-

-

 

Income tax

-

-

-

-

 

Loss for the period

 

before taxation

(5,929)

(1,195)

(291,577)

(298,701)

 

 

Assets

5,331,790

435,810

(4,578,922)

1,188,678

 

Liabilities

 (843,435)

 (1,048,715)

1,030,459

(861,691)

 

 

Year to 31 December 2016

 

 

Interest revenue

57,331

-

(57,187)

144

 

Interest expense

(23,739)

-

-

(23,739)

 

Depreciation

5,431

-

-

5,431

 

Impairment of

 

intangible assets

-

-

-

-

 

Income tax

-

-

-

-

 

Loss for the period

 

before taxation

(4,487,164)

(34,752)

3,172,959

(1,348,957)

 

 

Assets

1,579,091

433,226

(1,158,803)

853,514

 

Liabilities

 (411,350)

(1,079,688)

1,073,237

(417,801)

 

 

2.

Business segments

 

 

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

 

 

 United

 

 Kingdom

 Overseas

 Total

 

£

£

£

 

 

30 June 2017

 

 

Intangible assets

-

432,486

432,486

 

Property, plant and equipment

1,957

-

1,957

 

 

30 June 2016

 

 

Intangible assets

-

432,486

432,486

 

Property, plant and equipment

8,303

-

8,303

 

 

31 December 2016

 

 

Intangible assets

-

432,486

432,486

 

Property, plant and equipment

3,647

-

3,647

 

 

 

3.

Taxation

 

 

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.

 

 

 

 

No tax charge has arisen during the six month period to 30 June 2017, or in the six month period to 30 June 2016, or the year to 31 December 2016.

 

 

 

4.

Loss per share

 

 

The calculation of basic and diluted loss per share at 30 June 2017 was based on the loss attributable to ordinary shareholders of £1,676,258 (six month period to 30 June 2016: £448,693, year to 31 December 2016: £7,254,184). The weighted average number of ordinary shares outstanding during the period ending 30 June 2017 and the effect of dilutive ordinary shares to be issued are shown below.

 

 

 

 

 

30 June 2017

30 June 2016

31 December 2016

 

£

£

£

 

 

Net loss for the period

 (1,676,258)

(448,693)

(7,254,184)

 

 

Basic weighted average ordinary shares

 

in issue during the period

 186,159,251

21,644,235

 38,962,494

 

 

Diluted weighted average ordinary shares

 

in issue during the period

 186,159,251

21,644,235

 38,962,494

 

 

Loss per share (pence)

 

 

Basic

(0.9)

(2.1)

(18.6)

 

 

Diluted

(0.9)

(2.1)

(18.6)

 

 

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 30 June 2017.

 

 

Deferred shares have been excluded from the calculation of loss per share due to their nature. Please see note 7 for details of their rights.

 

 

 

5.

Other intangible assets

 

 

Development and exploration

 

 

Rivara gas

Ksar Hadada

 

storage

Ribolla Basin

exploration

 

facility

CBM assets

acreage

Total

 

£

£

£

£

 

 

Six month period 30 June 2017

 

 

Cost

 

 

1 January 2017

5,756,250

4,501,130

1,513,315

11,770,695

 

Exchange differences

156,845

122,646

-

279,491

 

Additions (net of credits received)

-

-

-

-

 

 

30 June 2017

5,913,095

4,623,776

 1,513,315

12,050,186

 

 

Amortisation

 

 

1 January 2017

5,756,250

4,501,130

1,080,829

11,338,209

 

Exchange differences

156,845

122,646

-

 279,491

 

 

30 June 2017

5,913,095

4,623,776

 1,080,829

11,617,700

 

 

Carrying value

 

 

30 June 2017

-

-

432,486

432,486

 

 

31 December 2016

-

-

432,486

432,486

 

 

Six month period to 30 June 2016

 

 

Cost

 

 

1 January 2016

4,950,206

3,870,839

1,517,641

10,338,686

 

Exchange differences

624,169

488,072

-

1,112,241

 

Additions

-

-

(4,326)

(4,326)

 

 

30 June 2016

5,574,375

4,358,911

1,513,315

11,446,601

 

 

Amortisation

 

 

1 January 2016

-

3,870,839

1,080,829

4,951,668

 

Exchange differences

-

 488,072

-

488,072

 

 

30 June 2016

-

 4,358,911

 1,080,829

 5,439,740

 

 

Carrying value

 

 

30 June 2016

5,574,375

-

432,486

6,006,861

 

 

Year to 31 December 2016

 

 

Cost

 

 

1 January 2016

4,950,206

3,870,839

1,517,641

10,338,686

 

Exchange differences

806,044

630,291

-

1,436,335

 

Disposals

-

-

(4,326)

(4,326)

 

 

31 December 2016

5,756,250

 4,501,130

1,513,315

11,770,695

 

 

Amortisation

 

 

1 January 2016

-

3,870,839

1,080,829

4,951,668

 

Exchange differences

-

630,291

-

630,291

 

Impairment charge for year

5,756,250

-

-

 5,756,250

 

 

31 December 2016

5,756,250

4,501,130

1,080,829

11,338,209

 

 

Carrying value

 

 

31 December 2016

-

-

432,486

 432,486

 

 

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

 

 

The Group holds a 100% interest in Rivara Gas Storage srl. Intangible assets include an amount of £5,756,000 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 Romagna Bologna Administrative Court.

 

 

Whilst the Group has obtained third party legal opinions regarding the appeal and believe that they would be successful in their appeal it has been decided, for strategic reasons, to close its Italian operations and therefore this asset has been impaired in full during the year to 31 December 2016.

 

 

6.

Investments in equity-accounted joint ventures

 

 

30 June 2017

30 June 2016

31 December 2016

 

£

£

£

 

 

 

Cost

294,891

294,891

294,891

 

 

Share of post-tax losses of equity accounted joint ventures

 

1 January 2017

294,891

156,985

156,985

 

Share of post-tax losses of equity accounted joint ventures for the period

-

137,906

137,906

 

30 June 2017

294,891

294,891

294,891

 

 

Carrying value at 30 June 2017

-

-

-

 

 

During the period, the Group disposed of its 50% interest in Independent Resources (Egypt) Limited to its joint venture partner Nostra Terra Oil & Gas Company plc (the 'buyer') a UK resident company whose shares are traded on the AIM market of the London Stock Exchange.

 

 

The terms of the disposal provide for a total consideration of USD $500,000, split into three tranches. A payment of USD $100,000 is due when the Egyptian General Petroleum Corporation approve the registration of any member of the buyer's group as a party to the concession. The balance of the consideration is payable in two tranches triggered upon achievement of two performance milestones, namely production of 800 bopd from the area for 30 consecutive days and production of 1,000 bopd from the area for 30 consecutive days.

 

 

7.

Share capital

 

30 June 2017

30 June 2016

31 December 2016

 

£

£

£

 

 

Issued, called up and fully paid

 

361,473,066 ordinary shares of 0.25p

 

(June 2016: 1,262,504,294 December 2016: 2,293,479,294 ordinary shares of 0.01p)

 

 

1 January 2017

2,430,612

2,159,247

2,159,247

 

Equity shares issued

 674,307

168,241

 271,365

 

 

30 June 2017

 3,104,919

2,327,488

2,430,612

 

 

The holders of 0.25p ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per share at meetings of the company.

 

 

In addition to the 0.25p ordinary shares detailed above, as part of capital reorganisations in 2015 and 2016, 202,591,368 deferred shares with a nominal value of 0.9p and 419,905,876 2016 deferred shares with a nominal value of 0.09p have been created. The deferred shares and the 2016 deferred shares have no value or voting rights and the shareholders were not issued with a share certificate, nor are they listed on AIM. These shares remain issued, called up and fully paid at the period end.

 

 

During the period warrant holders exercised a total of 1,006,157,250 warrants in order to acquire 0.01p shares at either 0.08p or 0.12p per share.

 

 

Prior to 22 May 2017 the company issued 3,222,649,508 0.01p shares in addition to warrants exercised.

 

 

On 22 May 2017 the company consolidated its shares into 0.25p ordinary shares on the basis of one 0.25p ordinary share per every 25 0.01p ordinary shares.

 

 

On 2 June 2017 the company issued 100,570,824 0.25p ordinary shares.

 

 

8.

Share premium account

 

30 June 2017

30 June 2016

31 December 2016

 

£

£

£

 

 

1 January 2017

17,621,763

16,628,623

16,628,623

 

Premium arising on the issue of equity shares

7,918,921

629,082

1,003,029

 

Transaction costs

(101,320)

(9,889)

(9,889)

 

 

30 June 2017

25,439,364

17,247,816

 17,621,763

 

 

9.

Warrants over ordinary shares

 

Details of the tranches of warrants outstanding at the period-end are as follows:

 

 

Date of grant

01/01/2017

Issued/

30/06/2017

Date from which

Lapse

Exercise

 

Number of

lapsed in

Number of

warrants may be

date

price per

 

warrants

the year

warrants

first exercised

warrants

 

 

08/05/2015

368,000

(368,000)

-

08/05/2015

28/05/2017

37.50p

 

08/05/2015

160,000

-

160,000

08/05/2015

28/05/2018

30p

 

28/05/2015

1,232,000

(1,232,000)

-

28/05/2015

28/05/2017

37.50p

 

21/07/2015

348,961

(348,961)

-

21/07/2015

28/05/2017

37.50p

 

16/11/2015

5,333,333

-

5,333,333

16/11/2015

18/11/2017

25p

 

16/11/2015

240,000

-

240,000

16/11/2015

18/11/2018

18p

 

09/12/2016

25,000

(25,000)

-

09/12/2016

09/12/2018

3p

 

09/12/2016

15,246,290

(14,746,291)

499,999

09/12/2016

09/12/2018

2p

 

09/03/2017

-

2,400,000

2,400,000

09/03/2017

09/03/2022

1.625p

 

09/03/2017

-

61,538,462

61,538,462

09/03/2017

09/03/2022

3p

 

20/04/2017

-

3,000,000

3,000,000

20/04/2017

20/04/2022

1.625p

 

22/05/2017

-

218,785,185

 218,785,185

22/05/2017

22/05/2022

1.52p

 

 

A charge to the profit and loss account has been taken in compliance with IFRS2 in respect of the fair value of warrants

 

issued to brokers in relation to fundraising services provided.

 

 

10.

Loans due in over one year

 

 

30 June 2017

30 June 2016

31 December 2016

 

£

£

£

 

 

5 year secured bonds

9,416,280

-

-

 

Other Loans

829,359

-

-

 

 10,245,639

-

-

 

 

On 22 May 2017 the Company announced that Greenbury S.A. ("Greenbury") had subscribed for a 5-year non-amortising secured bonds with an aggregate issue value of approximately £16 million (the "Bonds"). Alongside the Bonds, the company issued 169,402,469 warrants to subscribe for new ordinary shares in the Company at an exercise price of 15.1875 pence (on a post consolidated basis) per ordinary share and an exercise period of approximately five years, concurrent with the term of the Bonds, to Greenbury (the "Warrants"). The Bonds are secured over the share capital of Echo Energy Plc. The Bonds have an 8% coupon and were issued at a 20% discount to par value, A total cash fee of approximately £1.7 million (€2 million) was payable by the Company.

 

 

The warrants were recorded within equity at fair value on the date of issuance and the proceeds of the notes net of issue costs were recorded as non-current liability. The coupon rate of 8% for the Bonds ensures that the Company's on-going cash out-flow on interest payments remains low, conserving the Company's cash resources. The effective interest rate is approximately 21.55%. The 5-year secured Bonds are due in May 2022.

 

 

11.

Discontinued operations

 

 

Following the relaunch in March 2017, a strategic review of the existing assets was undertaken. Specifically, and as a result of the company stated agreement to avoid conflict of interest between Sound Energy plc and its officers which includes Echo exiting its Italian business, the directors have decided to terminate and exit all activities in Italy. The Italian interests have therefore been classified as discontinued.

 

 

On the 15th of June 2017, the Company announced it had entered into an agreement to sell its 25% effective working interest in its Egyptian East Ghazalat licence to its Joint Venture partner, Nostra Terra Oil & Gas plc (the buyer). The sale was for a total consideration of USD $500,000, split into three tranches. A payment of USD $100,000 is due when the Egyptian General Petroleum Corporation approves the registration of any member of the buyer's Group as a party to the concession. The balance of the consideration is payable in two tranches triggered upon achievement of two performance milestones, namely production of 800 bopd from the area for 30 consecutive days and production of 1,000 bopd from the area for 30 consecutive days.The consideration is payable in either cash or shares. Where the consideration is shares, the quantity of shares issued shall be determined by dividing the relevant consideration by the lower of: (i) the mid-market closing price of the buyer shares as traded on AIM on the dealing day prior to the date of this Agreement; and (ii) the mid-market closing price of the buyer shares as traded on AIM on the dealing day prior to the date upon which the relevant Consideration is payable.

 

 

The results of the Italian and Egyptian operations, incorporating consolidation adjustments, are presented below:

 

 

30 June 2017

30 June 2016

31 December 2016

 

£

£

£

 

Revenue

-

-

-

 

Administrative expenses

-

(15,538)

(5,770,580)

 

 

Operating loss before impairment

-

(15,538)

(5,770,580)

 

 

Impairment of the Investment in joint venture assets

(24,759)

(137,906)

-

 

 

Impairment of goodwill arising on acquisition of Independent Energy

-

-

-

 

Solutions srl - consolidation adjustment

 

 

Operating loss after impairment

(24,759)

(153,444)

(5,770,580)

 

 

Financial income

-

45,200

3,259

 

 

Financial expense

-

(41,748)

-

 

 

Share of post-tax losses of equity

 

accounted joint ventures

-

-

(137,906)

 

 

Loss on ordinary activities before taxation

(24,759)

(149,992)

(5,905,227)

 

 

Taxation

-

-

-

 

 

Loss for the year from discontinued operations

 (24,759)

(149,992)

(5,905,227)

 

 

The major classes of assets and liabilities of Italian operations classified as held for distribution to equity holders of the

 

parent as at 30 June 2017 are as follows:

 

 

30 June 2017

30 June 2016

31 December 2016

 

£

£

£

 

Assets

 

Intangible assets - fully impaired

-

-

-

 

Property, plant and equipment

-

9

-

 

Work in progress on Approved Projects

-

5,574,375

-

 

Other receivables

89,042

99,643

86,686

 

Cash and cash equivalents

2,766

6,834

2,685

 

 

Assets held for distribution

91,808

5,680,861

89,371

 

 

Liabilities

 

Trade and other payables

-

(2,559)

-

 

Other and social security

(824)

-

-

 

Accruals

(11,040)

(44,844)

(11,548)

 

 

Liabilities directly associated with the assets held for distribution

(11,864)

(47,403)

(11,548)

 

 

Net assets directly associated with disposal group

 79,944

5,633,458

77,823

 

 

The net cash flows incurred by Italian operations are as follows:

 

Six Months to 30 June 2017

Six Months to 30 June 2016

Year to 31 December 2016

 

£

£

£

 

 

Operating

81

(1,238)

(1,958)

 

Investing

-

-

-

 

Financing

-

-

-

 

 

Net cash (outflow)/inflow

81

(1,238)

(1,958)

 

 

Loss per share (pence)

 

Six Months to 30 June 2017

Six Months to 30 June 2016

Year to 31 December 2016

 

 

Liabilities directly associated with the assets held for distribution

(0.0)

(0.7)

(15.2)

 

 

Liabilities directly associated with the assets held for distribution

(0.0)

(0.7)

(15.2)

 

 

Immediately before the classification of Italian operations as discontinued operations, the recoverable amount was estimated for certain items of property, plant and equipment and no impairment was identified. No adjustment has been made to reduce the carrying amount of the assets in the disposal group to their fair value less costs to distribute.

 

 

Immediately before the classification of Italian operations as discontinued operations, the recoverable amount was estimated for the operations intangible assets and these were impaired in full.

 

 

12.

Events arising after the reporting period

 

 

On the 5th July 2017 Echo announced the appointment of Fiona Macaulay as Chief Executive Officer and Director of the Company. Fiona has over 30 years of experience in the oil and gas industry, most recently as Chief Operating Officer and Technical Director of Rockhopper Exploration plc.On the 26th of July 2017, the Company announced the signature of a Technical Evaluation Agreement (TEA) for the Rio Salado Block, onshore Bolivia. The TEA between the Company, Pluspetrol and YPFB (Yacimientos Petrolíferos Fiscales Bolivianos) was signed on 25 July 2017 at the YPFB 2017 Gas & Oil Congress in Santa Cruz, Bolivia. This agreement will enable the companies to progress a technical evaluation of the block over the next 12 months. On completion of the Technical Evaluation the companies will have the opportunity to negotiate a commercial agreement with YPFB which would define a work programme and is likely to include the drilling of an exploration well. The Rio Salado Block, which surrounds the Huayco Block, contains an extension of the structure previously identified by the Company. As a result, the Company's seismic reprocessing programme for the Huayco Block will now be extended to incorporate additional data over the Rio Salado acreage for a minimal incremental cost over the greater Huayco area. The acquisition of an interest by Echo Energy in Rio Salado remains contingent on final commercial terms being agreed and accordingly the Company does not have an interest or the right to acquire any interest at this stage during the non-exclusive evaluation period

 

 

 

 

 

Registered office

 

 

Echo Energy plc

 

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

 

Email: info@echoenergyplc.com

 

 

Commercial office

 

 

4th Floor, 40 George Street, London, W1U 7DW

 

Telephone: +44 (0) 20 70 70 0447

 

Email: info@echoenergyplc.com

 

 

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