15 Jul 2008 07:00
ο»Ώ
MAX PETROLEUM PLC
("MAX PETROLEUM" OR THE "COMPANY" AND TOGETHER WITHΒ
ITS SUBSIDIARIES, THE "GROUP")
[AIM: MXP]
2008Β PRELIMINARY RESULTS ANNOUNCEMENTΒ
AND OPERATIONAL UPDATE
15 July 2008
Max Petroleum Plc,Β an oil and gas exploration and development company focused inΒ Kazakhstan, todayΒ announced its annual results for the year ended 31 March 2008, as well as an updateΒ ofΒ its ongoing operations and execution of its strategic plan announced on 14 April 2008.Β
The Group's financial statements for the fiscal year ended 31 March 2008 have been prepared in accordance with International Financial Reporting StandardsΒ as adopted in the European UnionΒ ("IFRS") and all comparable financial statements for prior periods presented have been restated from UK GAAP to comply with IFRS.Β
A summary of the Group's financial and operational highlights for theΒ fiscal yearΒ ended 31 March 2008 are as follows:
FinancialΒ
OperationalΒ
Max Petroleum's Competent Person, Ryder Scott Company, estimated the 2008 fiscal year-end proved and probable reserves for the Zhana Makat field to be 9.1 million bbls, with an after-tax net present value discounted at 10% of $197.2 million, based on a constant weighted average sales price of $71.93 per bbl assuming 75% of the Group's future production is sold on the export market.Β
A more comprehensive operations update of the Group's current activities, including an update of progress against the Group's strategic plan announced in April 2008, is as follows:
Liquidity and Capital ResourcesΒ
The Group currently funds its business using a combination of existing working capital, proceeds from the sale of crude oil production, and borrowings from its $100 million revolving mezzanine credit facility with Macquarie Bank Limited (the "MacquarieΒ Facility"). Furthermore, the Group is actively seeking joint venture partners to fund a portion of its long-term exploration and appraisal drilling programme through the farmout of a minority interest of its Astrakhanskiy and Blocks A&E licences.
Max Petroleum had $4.0 million in cash onΒ its balance sheetΒ as of 31 March 2008 andΒ endedΒ the latest fiscal year generating in excess of $6 million in revenue per month from the sale of crude oil. Based upon current production rates from the Zhana Makat field, combined with the higher commodity price environment, the Group expects to fully fund its current operating costs and capital expenditures out of operating cash flow beginning in July 2008.Β
The Group's liquidity position is further supplemented byΒ theΒ Macquarie Facility, which has a current borrowing base of $50 million, of which $32.5 million has been drawn down to date. The $17.5 million in available borrowing capacity can be used to fund any aspect of the Company's exploration or development programme, including operating and administrative expenses,Β as necessary.Β
Farmout ActivitiesΒ
In June 2008, the Group launched a formal farmout process to seek partners to share in the risk and funding of the Group's previously announced three-year exploration programme. Up to 25% of the Block A&E licence and up to 50% of the Astrakhanskiy licence are being made available for third-party participation. Online data rooms have been established, allowing potential partners toΒ efficiently assess the two opportunities. Max Petroleum's recent acquisition of the remaining 20% interest in the Blocks A&E licence, bringing the Group's total ownership interest to 100%, should also facilitate completion of a future farmout of Blocks A&E.Β A broad solicitation of interest was recently made and the Group is negotiating confidentiality agreements with parties who have expressed interest. The Group is requesting that interested parties respond in a manner that would enable the Group to enter into one or more transactions, subject to government approvals,Β before the end of the third quarter of 2008.
Β
Production and FacilitiesΒ
The GroupΒ producedΒ approximately 2,200 barrels of oil per day ("bopd")Β during the month of June 2008Β and currently hasΒ approximately 500 bopd shut-in from several wells drilled during 2008 that are subject to the 90-day test production limitation pending reserve reclassification by regulatory authorities,Β which should result in the inclusion of the wells in the Group's trial production project approved in August 2007. Updated reserve calculations for the Zhana Makat area have been submitted to the required government agencies for approval. Once approved, the wells should be promptly returned to production.
During May 2008, several production facility improvements were completed in the Zhana Makat field, allowing the GroupΒ to process and desalt its production without third-party assistance. Improved processing has resulted in less operational downtime and an approximate 33% increase in net oil prices received by the Group for its crude oil sales to the domestic market.
Geological and Geophysical Programme
The Group's ongoing 3D seismic programme is progressing as scheduled. The Group has completed approximatelyΒ 75% of its planned 5,490Β km2Β 3D seismic acquisition programme in its Blocks A&E and Astrakhanskiy licence areas, with the acquisition of the remaining data expected by the first quarter of 2009.Β
During June, the Group received approximately 1,720 km2Β of time processed data from various 3D seismic surveys in its Blocks A&E and Astrakhanskiy licence areas, including:
380 km2Β from its 3D survey in the western section of the Astrakhanskiy block;
400 km2Β from the northwest corner of its 1,610 km2Β 3D survey in the southern Kuzbak area of Block E; andΒ
940 km2Β from the western portion of itsΒ 2,060Β km2Β 3D survey in the northern section of Block A.Β
Although additional processingΒ forΒ depthΒ imagingΒ is ongoing, interpretation of theΒ time-processed data has begun.Β It is anticipated that overΒ 70% of the planned 3D seismic programme will have been interpreted and multiple independent, drillable shallow and intermediate exploration prospects will be fully mapped and high gradedΒ by 31 December 2008, allowing a sustainable shallow and intermediate drilling programme to begin in January 2009.
Drilling Programme
The Group is currently reviewing rig tenders for rigs capable of drillingΒ to a depth of upΒ to 3,000 metres to begin drilling exploration prospects in Blocks A&E in January 2009. Eight drilling rig companies have submitted proposals for 14 different drilling rigs for the Group to consider. Max Petroleum is currently evaluating the bids and plans to award a contract for at least one of two drilling rigs during the third quarter of 2008.
The Group's dedicated Astrakhanskiy project management team is making significant progress toward securing a suitable drilling rig and obtaining the necessary government approvals and permissions to allow the first pre-salt well in the Astrakhanskiy Block to begin drilling in December 2008.Β The Group has gone out to tender for a suitable rig and responses from the applicable drilling contractors are due by 1 August 2008.Β The planned initial exploration wellsΒ will test the pre-salt carboniferous platform and overlying reef closures, which are thought to be an extension of the giantΒ AstrakhanΒ gas-condensate field to the northwest of the Astrakhanskiy block.Β
Mark Johnson, Chief Executive Officer, commented:
"I am very pleased with the progress on many frontsΒ as we deliverΒ on our clearly outlined strategyΒ presentedΒ in April of this year.Β MaxΒ is achieving the milestones required toΒ significantly increaseΒ and captureΒ the value potential of its two large licences inΒ Kazakhstan. Crude oil sales from the Zhana Makat field are generating consistent operating cash flow capable of fully funding the Group's current operating and capital expenditure requirements, while material progress is being made to mature our sizeable exploration portfolio that will allow for a high quality, sustainable drilling campaign to begin in January 2009. The application of processed and interpreted 3D seismic data to large areas of our blocks, along with top quality technical professionals working diligently to high grade exploration prospects and efficiently execute drilling operations, will ensure a rapid assessment of our potential. The Group's employees are focused on achieving success and I am excited to be leading the team."
Β Β Enquiries:
|
Max Petroleum PLC |
Mark L. Johnson Chief Executive Officer |
T: +44 (0)20 7355 9590 |
|
Michael B. Young Finance Director |
||
|
Peter Moss Investor Relations Manager |
||
|
Β |
Β |
|
|
MerlinΒ |
Tom Randell/ Anca Spiridon |
T: +44 (0)20 7653 6620 |
|
WH Ireland Ltd |
Daniel Bate/ David Youngman |
T: +44 (0) 161Β 832 2174 |
Donald Dorn-Lopez,Β the Group's technical manager, is the qualified person that has reviewed and approved the technical information contained in this announcement. Mr. Dorn-Lopez, a senior geophysicist with over 28Β years of experience, is a member of the Society of Exploration Geophysicists, the European Association of Geoscientists and Engineers, the Society of Petroleum Engineers, and the American Association of Petroleum Geologists.
Larry Connor,Β petroleum engineerΒ andΒ SeniorΒ Vice President ofΒ Ryder Scott, is the qualified person who reviewed and approved the technical information relating toΒ Competent Person's independent reserve reportΒ fromΒ Ryder Scott.Β Ryder Scott is an internationally recognized oil and gas consultancy firm which conducts independent petroleum reserves evaluations and economic analysis for oil and gas companies worldwide. Founded in 1937, Ryder Scott performs about 800 consulting studies annually. The firm has 77Β petroleum engineers and geoscientists inΒ Houston,Β CalgaryΒ andΒ DenverΒ office locations.Β The firm has certified reserves for hundreds of field projects in the Former Soviet Union, including the $6.75 billion acquisition of Tyumen Oil Co. and Sidanco four years ago - the largest direct investment inΒ RussiaΒ in the post-Soviet era at that time. Ryder Scott has issued numerous Competent Person's Reports for upstream companies reporting to regulatory agencies in the European Union and elsewhere.
Announcement based on draft accounts
The financial information set out in the announcement does not constitute the Company's statutory accounts for the years ended 31 March 2008 or 2007. The financial information for the year ended 31 March 2007 is derived from the statutory accounts for that year which were prepared in accordance with generally accepted accounting principles in theΒ United KingdomΒ and have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under s237(2) or (3) Companies Act 1985. The financial information for the year ended 31 March 2007 has been restated to comply with International Financial Reporting Standards ("IFRS") following the Group's adoption of IFRS with a transition date of 1 April 2006. The audit of the statutory accounts for the year ended 31 March 2008 is not yet complete. These accounts will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of CompaniesΒ following the Company's annual general meeting.Β
Β
Β
MAX PETROLEUM PLC
CONSOLIDATED AND COMPANY INCOME STATEMENTSΒ - UNAUDITED
For the year ended 31 March 2008Β
(in thousands of US$)
|
Group |
Company |
|||||||
|
Year ended 31 March |
Year ended 31 March |
|||||||
|
Note |
2008 |
2007 |
2008 |
2007 |
||||
|
Continuing operations |
||||||||
|
Revenue |
27,470 |
1,502 |
6,088 |
5,034 |
||||
|
Cost of sales |
5 |
(14,018) |
(1,502) |
(5,567) |
(4,653) |
|||
|
Gross profit |
13,452 |
- |
521 |
381 |
||||
|
Exploration and appraisal costs |
(15,881) |
(8,385) |
- |
- |
||||
|
Impairment of assets held for sale |
21 |
(5,200) |
- |
(18,200) |
- |
|||
|
Administrative expenses |
(28,148) |
(24,423) |
(14,615) |
(7,842) |
||||
|
Operating loss |
(35,777) |
(32,808) |
(32,294) |
(7,461) |
||||
|
Finance income |
6 |
811 |
1,729 |
1,451 |
1,727 |
|||
|
Finance costs |
7 |
(1,954) |
(2,058) |
(8,970) |
(4,138) |
|||
|
Loss before taxation |
(36,920) |
(33,137) |
(39,813) |
(9,872) |
||||
|
Income tax expense |
8 |
(64) |
- |
(64) |
- |
|||
|
Loss for the year |
9 |
(36,984) |
(33,137) |
(39,877) |
(9,872) |
|||
|
Attributable to:Β |
||||||||
|
Equity holders of the Company |
(34,509) |
(29,702) |
(39,877) |
(9,872) |
||||
|
Minority interests |
(2,475) |
(3,435) |
- |
- |
||||
|
(36,984) |
(33,137) |
(39,877) |
(9,872) |
|||||
|
Loss per share for loss attributable to the equity holders of the Company during the year |
||||||||
|
- Basic and diluted (US cents) |
13 |
10.7 |
9.7 |
|||||
No interim or final dividend has been paid or proposed during theΒ year.
The notes on pages [_β_] to [_β_] are an integral part of these financial statements.
Β
MAX PETROLEUM PLC
CONSOLIDATED AND COMPANY BALANCE SHEETSΒ - UNAUDITED
As at 31 March 2008
(in thousands of US$)
|
As at 31 March |
|||||
|
Group |
Company |
||||
|
Note |
2008 |
2007 |
2008 |
2007 |
|
|
Assets |
|||||
|
Non-current assets |
|||||
|
IntangibleΒ assetsΒ -Β exploration and appraisal expenditure |
14 |
212,080 |
230,897 |
- |
- |
|
Oil and gas properties |
15 |
29,474 |
- |
- |
- |
|
Property, plant and equipment |
16 |
9,752 |
1,478 |
425 |
138 |
|
InvestmentsΒ in subsidiaries |
17 |
- |
- |
145,655 |
176,576 |
|
Prepayments |
18 |
851 |
1,338 |
- |
- |
|
252,157 |
233,713 |
146,080 |
176,714 |
||
|
Current assets |
|||||
|
Inventories |
19 |
12,178 |
7,512 |
- |
- |
|
Trade and other receivables |
18 |
15,136 |
12,240 |
139,420 |
95,066 |
|
Cash and cash equivalents |
20 |
3,847 |
28,772 |
1,324 |
26,473 |
|
Assets held for sale |
21 |
33,534 |
- |
40,737 |
- |
|
64,695 |
48,524 |
181,481 |
121,539 |
||
|
Total assets |
316,852 |
282,237 |
327,561 |
298,253 |
|
|
Liabilities |
|||||
|
Non-current liabilities |
|||||
|
Borrowings |
22 |
81,016 |
62,253 |
81,016 |
62,253 |
|
Provision for liabilities and other charges |
26 |
3,231 |
1,619 |
- |
- |
|
84,247 |
63,872 |
81,016 |
62,253 |
||
|
Current liabilities |
|||||
|
Trade and other payables |
27 |
14,367 |
13,204 |
2,352 |
1,432 |
|
Liabilities directly associated with assets classified as held for sale |
21 |
559 |
- |
- |
- |
|
14,926 |
13,204 |
2,352 |
1,432 |
||
|
Total liabilities |
99,173 |
77,076 |
83,368 |
63,685 |
|
|
Net assets |
217,679 |
205,161 |
244,193 |
234,568 |
|
|
Capital and reservesΒ |
|||||
|
Share capital |
28 |
7,923 |
7,919 |
7,923 |
7,919 |
|
Share premium |
29 |
228,753 |
196,636 |
228,753 |
196,636 |
|
Other reserves |
30 |
74,790 |
57,409 |
74,790 |
57,409 |
|
Accumulated deficit |
(87,516) |
(53,007) |
(67,273) |
(27,396) |
|
|
Equity attributable to equity holders ofΒ the parent |
223,950 |
208,957 |
244,193 |
234,568 |
|
|
Minority interests in equity |
(6,271) |
(3,796) |
- |
- |
|
|
Total equity |
217,679 |
205,161 |
244,193 |
234,568 |
|
The notes on pages [_β_] to [_β_] are an integral part of these financial statements.
The financial statements were approved by the Board of Directors onΒ 10 July 2008.
|
Mark L Johnson |
Michael B Young |
|
Chief Executive Officer |
Finance Director |
Β
MAX PETROLEUM PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - UNAUDITED
For the year ended 31 March 2008
(in thousands of US$)
Β
|
Attributable to equity holders of the Company |
||||||||
|
Note |
ShareΒ capital |
Share premium |
Other reserves |
Accumulated deficit |
Total |
Minority interest |
TotalΒ equity |
|
|
Balance at 1 April 2006 |
7,918 |
194,114 |
35,272 |
(23,305) |
213,999 |
(361) |
213,638 |
|
|
Total recognised income and expense for the year |
- |
- |
- |
(29,702) |
(29,702) |
(3,435) |
(33,137) |
|
|
Issue of share capital - exercise of share options |
28, 29 |
1 |
2,522 |
- |
- |
2,523 |
- |
2,523 |
|
Share based payments |
30 |
- |
- |
11,330 |
- |
11,330 |
- |
11,330 |
|
Convertible bond issued - equity portion |
22 |
- |
- |
11,292 |
- |
11,292 |
- |
11,292 |
|
Convertible bond issuance costs - equity portion |
22 |
- |
- |
(485) |
- |
(485) |
- |
(485) |
|
1 |
2,522 |
22,137 |
- |
24,660 |
- |
24,660 |
||
|
Balance at 31 March 2007 |
7,919 |
196,636 |
57,409 |
(53,007) |
208,957 |
(3,796) |
205,161 |
|
|
Total recognised income and expense for the year |
- |
- |
(34,509) |
(34,509) |
(2,475) |
(36,984) |
||
|
Issue of share capital - exercise of share options |
28, 29 |
4 |
32,117 |
- |
- |
32,121 |
- |
32,121 |
|
Share based payments |
30 |
- |
- |
5,849 |
- |
5,849 |
- |
5,849 |
|
Warrants issued |
30 |
- |
- |
11,532 |
- |
11,532 |
- |
11,532 |
|
4 |
32,117 |
17,381 |
- |
49,502 |
- |
49,502 |
||
|
Balance at 31 March 2008 |
7,923 |
228,753 |
74,790 |
(87,516) |
223,950 |
(6,271) |
217,679 |
|
Β
Β
MAX PETROLEUM PLC
COMPANYΒ STATEMENT OF CHANGES IN EQUITYΒ - UNAUDITED
For the year ended 31 March 2008
Β (in thousands of US$)
Β
|
Note |
ShareΒ capital |
Share premium |
Other reserves |
Accumulated deficit |
Total |
|
|
Balance at 1 April 2006 |
7,918 |
194,114 |
35,272 |
(17,524) |
219,780 |
|
|
Total recognised income and expense for the year |
- |
- |
- |
(9,872) |
(9,872) |
|
|
Issue of share capital - exercise of share options |
28, 29 |
1 |
2,522 |
- |
- |
2,523 |
|
Share based payments |
30 |
- |
- |
11,330 |
- |
11,330 |
|
Convertible bond issued - equity portion |
22 |
- |
- |
11,292 |
- |
11,292 |
|
Convertible bond issuance costs - equity portion |
22 |
- |
- |
(485) |
- |
(485) |
|
1 |
2,522 |
22,137 |
- |
24,660 |
||
|
Balance at 31 March 2007 |
7,919 |
196,636 |
57,409 |
(27,396) |
234,568 |
|
|
Total recognised income and expense for the year |
- |
- |
- |
(39,877) |
(39,877) |
|
|
Issue of share capital - exercise of share options |
28, 29 |
4 |
32,117 |
- |
- |
32,121 |
|
Share based payments |
30 |
- |
- |
5,849 |
- |
5,849 |
|
Warrants issued |
30 |
- |
- |
11,532 |
- |
11,532 |
|
4 |
32,117 |
17,381 |
- |
49,502 |
||
|
Balance at 31 March 2008 |
7,923 |
Β 228,753 |
74,790 |
(67,273) |
244,193 |
|
Β
The notes on pages [_β_] to [_β_] are an integral part of these financial statements.
Β
Β
MAX PETROLEUM PLC
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTSΒ - UNAUDITED
For the year ended 31 March 2008
(in thousands of US$)
Β
|
Β
|
Β
|
Group
|
Company
|
|||
|
Β
|
Note
|
2008
|
2007
|
2008
|
2007
|
|
|
Cash flows from operating activities
|
Β
|
Β
|
Β
|
Β
|
Β
|
|
|
Β
|
Β
|
Β
|
Β
|
Β
|
Β
|
|
|
Net cash generated from/(used in) operating activities
|
32
|
(7,122)
|
(19,851)
|
(75,015)
|
(61,441)
|
|
|
Β
|
Β
|
Β
|
Β
|
Β
|
Β
|
|
|
Cash flows from investing activities
|
Β
|
Β
|
Β
|
Β
|
Β
|
|
|
Purchases of plant and equipment
|
Β
|
(9,217)
|
(1,187)
|
(429)
|
(80)
|
|
|
Payment for exploration and appraisal expenditure
|
Β
|
(58,072)
|
(42,418)
|
-
|
-
|
|
|
Interest received
|
6
|
811
|
1,729
|
1,451
|
1,727
|
|
|
Net cash used in investing activities
|
Β
|
(66,478)
|
(41,876)
|
1,022
|
1,647
|
|
|
Β
|
Β
|
Β
|
Β
|
Β
|
Β
|
|
|
Cash flows from financing activities
|
Β
|
Β
|
Β
|
Β
|
Β
|
|
|
Proceeds from issuance of ordinary shares
|
28, 29
|
32,121
|
2,523
|
32,121
|
2,523
|
|
|
Proceeds from issuance of convertible bondsΒ
|
22
|
-
|
75,000
|
-
|
75,000
|
|
|
Proceeds from borrowings
|
22
|
23,500
|
-
|
23,500
|
-
|
|
|
Debt issuance costs
|
22
|
(888)
|
(3,223)
|
(888)
|
(3,223)
|
|
|
Interest paid
|
7
|
(5,889)
|
(2,532)
|
(5,889)
|
(2,532)
|
|
|
Net cash generated from/(used in) financing activities
|
Β
|
48,844
|
71,768
|
48,844
|
71,768
|
|
|
Β
|
Β
|
Β
|
Β
|
Β
|
Β
|
|
|
Net (decrease)/increase in cash and cash equivalents
|
Β
|
(24,756)
|
10,041
|
(25,149)
|
11,974
|
|
|
Cash and cash equivalents at beginning of year
|
20
|
28,772
|
18,731
|
26,473
|
14,499
|
|
|
Β
|
Β
|
4,016
|
28,772
|
1,324
|
26,473
|
|
|
Less: cash classified as assets held for sale
|
21
|
(169)
|
-
|
-
|
-
|
|
|
Cash and cash equivalents at end of year
|
20
|
3,847
|
28,772
|
1,324
|
26,473
|
|
The notes on pages [_β_] to [_β_] are an integral part of these financial statements.
See noteΒ 32Β forΒ cash flowsΒ relating to major non-cash transactions.Β
Β
MAX PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
1. General information
Max PetroleumΒ PlcΒ ("Max Petroleum" or the "Company")Β and its subsidiaries (together the "Group")Β is in the business of exploration, development and production of oil and gas assets within theΒ RepublicΒ ofΒ Kazakhstan. The Group owns rights over three contract areas consisting of four oil and gas blocks in theΒ Pre-CaspianΒ Basin, including Blocks A&E,Β East Alibek, and Astrakhanskiy. The Company, through its subsidiaries, owns an 80% interest in the A&E and East Alibek Blocks, and 100% of the rights to the Astrakhanskiy contract area.
The Company isΒ aΒ publicΒ limited liability company incorporated and domiciled in theΒ United KingdomΒ and listed on the Alternative Investment Market ("AIM"). The address of its registered office isΒ SecondΒ Floor, 81 Piccadilly,Β London,Β W1J 8HY,Β United Kingdom.
As more fully disclosed in notes 21 and 33,Β in July 2008Β the CompanyΒ acquiredΒ the remaining 20% interest in Blocks A&E in exchange for its 80% interest inΒ East AlibekΒ plus 37 million of the Company's ordinary shares.Β Subsequent to the acquisition,Β the Company owns,Β through its various subsidiaries,Β a 100% interest in Blocks A&E and the Astrakhanskiy Block.
2.Β Summary of significant accounting policies
The principal accounting policies applied in the preparation ofΒ these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis ofΒ preparationΒ
These financial statements have been preparedΒ in accordance with International Financial Reporting StandardsΒ and IFRIC interpretations as endorsed by the European UnionΒ (collectivelyΒ "IFRS")Β and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS.Β
The 2008Β financial statements are the Group'sΒ and Company'sΒ first full year financial statements prepared under IFRS, with a transition date to IFRS of 1 April 2006. Consequently, the comparative figures for 2007 and the Group'sΒ and Company'sΒ balance sheetsΒ as at 1 April 2006 have been restatedΒ from generally accepted accounting principles in theΒ UKΒ ("UK GAAP")Β to comply with IFRS.Β The reconciliations to IFRS from the previously published UK GAAPΒ financial statementsΒ are summarised in noteΒ 36. In addition, IFRS 1 on first time adoption allows certain exemptions from retrospective application of IFRS in the opening balance sheet for 2006.Β Where these have been used, they are explained inΒ note 36.
TheΒ financial statementsΒ have been prepared on theΒ going concern basis under theΒ historical cost convention.
The preparation of financial statements in conformity with IFRS requiresΒ management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the period, assets and liabilities, and the disclosure of contingent liabilities at the date of the financial statements.Β The key estimates and assumptions are set out in the critical accounting estimates and judgements inΒ noteΒ 3. Such estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable in the circumstances and constitute management's best judgement at the date of the financial statements. In the future, actual experience may deviate from these estimates and assumptions. This could affect future financial statements as the original estimates and assumptions are modified, as appropriate, in the year in which the circumstances change.Β
AccountingΒ Standards and Interpretations issued but notΒ yet adopted
CertainΒ AccountingΒ Standards andΒ Interpretations are in issue which are not required to be adopted until after 2008 and have not been early adopted by Max PetroleumΒ Plc.Β AsΒ atΒ the date ofΒ these financial statements, the followingΒ Standards and Interpretations, which have not been applied in these financial statementsΒ butΒ may have an impact on the Group's accounting policies,Β were in issue but not yet effective:Β
|
Amendment to IAS 1 |
"Presentation of financial statements" |
|
IAS 27 (revised) |
"Consolidated and separate financial statements" |
|
IAS 28 (revised) |
"Investments in associates" |
|
IAS 31 (revised) |
"Interests in joint ventures" |
|
Amendment to IAS 32 |
"Financial instruments: Presentation" |
|
Amendment to IFRS 2 |
"Share based payment" |
|
IFRS 3 (revised) |
"Business combinations |
|
IFRS 8 |
"Operating segments" |
|
IFRIC 12 |
"Service concession arrangements'" |
|
IFRIC 13 |
"Customer loyalty programmes" |
|
Amendments to the following standards arising from the May 2008 Annual Improvements process: |
IFRS 5, IAS 1, IAS 16, IAS 19, IAS 20, IAS 23, IAS 27, IAS 28, IAS 29, IAS 31, IAS 36, IAS 38, IAS 39, IAS 40, IAS 41 |
TheΒ assessment of the impact of the aboveΒ Standards and InterpretationsΒ on the Group's accounting policies or on the presentation of the financial statements is at an early stageΒ but are not expected to have a significant impact on theΒ Group'sΒ financial statements.
Accounting Standard early adopted by theΒ Group andΒ Company
In addition, the Group has elected to adopt IAS 23 BorrowingΒ CostsΒ (revised 2007) in advance of its effective date (effective for accounting periods beginning on or after 1 January 2009). The revisions made to IAS 23 have had no impact on the Group's accounting policies, as it has always been the Group's accounting policy to capitalise borrowing costs incurred on qualifying assets.
Consolidation
(a) Subsidiaries
Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.Β
The purchase method of accounting is used to account for the acquisition of subsidiaries by theΒ Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of theΒ Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
A list of the subsidiaries has been included inΒ noteΒ 17.
Β
(b) Transactions and minority interests
TheΒ Group applies a policy of treating transactions with minority interests as transactions with parties external to theΒ Group. Disposals to minority interests result in gains and losses for theΒ Group that are recorded in the income statement. Purchases from minority interests result in goodwill, being the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary.
Non-current assets held for sale
Non-current assets and disposal groups classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualifyΒ for recognition as a completed sale within one year from the date of classification. Property, plant and equipment and intangible assets once classified as held for sale are not depreciated.
IntangibleΒ assetsΒ -Β explorationΒ and appraisal expenditure
The Group follows the modified successful efforts method of accounting under which all licence acquisition, geological and geophysical ("G&G") exploration and appraisal costs are initially capitalised to well, field or specific exploration licences as appropriate, pending determinationΒ of the existence of commercial reserves.Β The costs of licence acquisitions and G&G exploration and appraisal costs are amortised over a period of the lower of 25 years or the expected life of the reserves from the date the seismic data has been fully evaluated. In line with IFRS 6, any pre-acquisition licence costs are directly expensed to the income statement.
Expenditures incurred during the various exploration and appraisal phases are then written off unless probable ('commercial') reserves have been established or the determination process has not been completed. Drilling expenditure and directly attributable operational overheads associated with an exploratory dry hole are expensed immediately ifΒ commercially viable quantities ofΒ hydrocarbons are not found.
When an oil or gas field has been approved for development, the accumulated exploration and appraisal costs are transferred to oil and gasΒ properties.
Oil and gasΒ properties
Development expenditure is stated at cost less accumulated depletion and any impairment in value. Where commercial production in an area of interest has commenced, the capitalised costs together with any estimated future costs necessary to develop the underlying proved and commercial reserves areΒ subject to depletion and amortisationΒ using the unit-of-production method over the total estimated reserves. Costs are amortised only once commercial reserves associated with a development project can be determined and commercial production has commenced.
Changes in factors such as estimates of proved and commercial reserves that affect unit-of-production calculations do not give rise to prior year financial period adjustments and are dealt with on a prospective basis.Β
Β Segment reporting
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments.
Foreign currencies
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.Β Monetary assets and liabilitiesΒ denominated in foreign currenciesΒ are translated using the closing rate at the balance sheet date. Non-monetary items are measured at the exchange rate in effect at the historical transaction date and are not translated at each balance sheet date. Income statementΒ accounts areΒ translated at their historical exchange rate. Translation gains and losses are recorded in administrative expenses for the year.Β Items included in the financial statements of each of theΒ Group'sΒ entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in 'US dollars' ('$'), which is theΒ Company'sΒ and its subsidiaries' functional and presentation currency.Β
The average and year-end historical exchange rates between the US dollar and other currencies were:
|
2008 |
2007 |
|||
|
Average rate |
Closing rate |
Average rate |
Closing rate |
|
|
BritishΒ poundsΒ ("GBP") |
2.01 |
1.99 |
1.89 |
1.96 |
|
Kazakh tengeΒ ("KZT") |
121.40 |
120.69 |
124.56 |
123.84 |
Property, plant and equipment
Property, plant and equipmentΒ isΒ statedΒ in the balance sheet at cost, less accumulated depreciation and any provision for impairment.Β Property, plant and equipmentΒ isΒ depreciated on a straight line basis at rates sufficient to write off the cost, less estimated residual values, of individual assets over their estimated useful lives.Β
|
Improvements to leasehold property |
2-10 years |
(or over the remaining life of the lease if shorter) |
|
Office systems, equipment and furniture |
3-10 years |
|
|
Plant and equipment |
4 years |
|
|
Motor vehicles |
4 years |
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
Inventories
Crude oilΒ inventoriesΒ are valued atΒ the lower ofΒ production costΒ and net realisable value. Materials and suppliesΒ inventoriesΒ are valued on a first-in, first-out basis at the lower of cost or estimated net realisable value.Β
Impairment - exploration and appraisal expenditure
Exploration and appraisalΒ costs areΒ tested for impairment when reclassified toΒ oil and gas propertiesΒ or whenever facts and circumstances indicateΒ potentialΒ impairment. An impairment loss is recognised for the amount by which the exploration and appraisal expenditure's carrying amount exceedsΒ itsΒ recoverable amount. The recoverable amount is the higher of the exploration and appraisal expenditure's fair value less costs to sell and their value in use. For the purposes of assessing impairment, the exploration and appraisal expenditure subject to testingΒ isΒ grouped with existing cash-generating units of production fields that are located in the same geographical region.
ImpairmentΒ - oil and gas properties
Proven oil and gas propertiesΒ are reviewed for impairmentΒ whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment,Β oil and gas properties are evaluated on a field by field basis.
Provision for abandonment
Provision is made for the present value of the future cost of abandonment of oil and gas wells and related facilities. This provision is recognised when the asset is installed. The estimated costs, based on engineering cost levels prevailing at the balance sheet date, are computed on the basis of the latest assumptions as to the scope and method of abandonment. The corresponding amount is capitalised as part ofΒ exploration and appraisal expenditure or oil and gasΒ propertiesΒ and is amortised on a unit-of-production basis as part of the depreciation, depletion and amortisation charge. Any adjustment arising from the reassessment of estimated cost of decommissioning is capitalised, whilst the charge arising from theΒ accretionΒ of the discount applied to the abandonment provision is treated as a component ofΒ finance costs.
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the Group.
Revenue is recognised when the amount can be reliably measured, it is probable that future economic benefits will flow to the entity,Β and when specific criteria have been met for each of theΒ Group's activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.
Revenues from crude oil and natural gas sales are recognised when the oil and gas has been lifted and the risk of lossΒ transferredΒ to a third-party purchaser. The Group uses the entitlement method to account for itsΒ revenueΒ from sales of oil and gas production, whereby the Group recognises revenue based on its direct ownership interest in its underlying oil and gas properties.Β
Β TaxationΒ
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and itsΒ subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differencesΒ arising between the tax basis of assets and liabilities and their carrying amounts in theΒ GroupΒ andΒ CompanyΒ financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.Β
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by theΒ Group and it is probable that the temporary difference will not reverse in the foreseeable future.
InvestmentsΒ in subsidiaries
InvestmentsΒ in subsidiariesΒ are included in theΒ Company'sΒ balance sheet at cost less any provisions for impairment.
FinancialΒ assetsΒ
Financial assets areΒ classifiedΒ intoΒ the following categories: loans and receivablesΒ and cash and cash equivalents. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
Β
(a) Loans and receivables
Trade receivables, loans andΒ otherΒ receivables, which are non-derivative financial assets that have fixed or determinable payments that are not quoted in an active market, are classified as loans and receivables. They are included in current assets, except for maturities greater thanΒ 12Β months after the balance sheet date,Β whichΒ are classified as non-current assets. TheΒ Group's loans and receivables comprise trade,Β other receivables,Β andΒ prepaymentsΒ in the balance sheet.Β
Loans and receivables are carried atΒ theirΒ amortised cost using the effective interestΒ rateΒ method,Β net ofΒ any impairment.Β Interest income is recognised by applying the effective interest rateΒ method, except for short term receivablesΒ whereΒ the recognition of interest would be immaterial.
Β
(b) Effective interestΒ rateΒ method
The effective interestΒ rateΒ method is a method of calculating the amortised cost of a financial asset or liability and allocating interest income or expense over the relevant period. The effective interest rate is theΒ applicable discountΒ rateΒ for theΒ estimated future cash receipts or paymentsΒ overΒ the expected life of the financial asset or liability.Β
Β
(c) Impairment of financial assets
Financial assets are assessed for impairment at each balance sheet date. Financial assets are impaired when there is objective evidence that the estimated future cash flows of the asset have been impacted. For loans and receivables, the amount of the impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.
In the event of an impairment, the carrying amount of the financial asset is reduced by the impairment loss,Β except forΒ trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account, and the amount of loss is recognised in the income statement. Subsequent recoveries of amounts previously written off are credited against the income statement.
Β
(d) CashΒ and cash equivalents
Cash and cash equivalents comprise cash in hand, current balances and deposits with banks and similar institutions, which are readily convertible to cash and which are subject to insignificant risk of changes in value.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
Β
(a) Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of theΒ Group after deducting all of its liabilities. Equity instruments of theΒ Group are recorded at the proceeds received, net ofΒ incremental costs directly attributable to the issue of new shares or options, which are shown in equity as a deduction, net of tax, from the proceeds.Β Ordinary shares are classified as equity.
Β
(b) Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interestΒ rateΒ method.Β Interest income is recognised by applying the effective interest rate, except for short term payables when the recognition of interest would be immaterial.
Β
(c) Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognisedΒ over the termΒ of the borrowings using the effective interestΒ rateΒ methodΒ and charged to the Income Statement as finance costs.
Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Other borrowing costs are expensed.Β To the extent that the Group borrows funds generally and uses them for the purpose ofΒ obtainingΒ a qualifying asset, the Group determines the amount of borrowing costs eligible for capitalisation by applying a capitalisation rate to the expenditures on that asset.Β The capitalisation rateΒ isΒ the weighted average of the borrowing costs applicableΒ to the borrowings of the GroupΒ that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset.Β The amount of borrowing costs that theΒ GroupΒ capitalises during a period shall not exceed the amount of borrowing costs it incurred during that period.
To the extent that the Group borrows funds specifically for the purpose of obtaining a qualifying asset, the Group determines the amount of borrowing costs eligible for capitalisation as the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings.Β
Β
(d) Compound instruments
The component parts of compound instruments issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement.Β
The Group records the proceeds received from the issuance of convertible debt instruments, net of issuance costs, as an allocationΒ between long-term debt and equity reserve based on the Group's estimate of the fair value of theΒ instrumentΒ without consideration of its conversion feature.Β At the date of issue of the convertible debt instrument, the fair value of the liability component is estimated using the prevailing interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished on conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured.
Borrowings are classified as current liabilities unless theΒ Group has an unconditional right to defer settlement of the liability for at leastΒ twelveΒ months after the balance sheet date.
Operating leases
Rentals under operating leases are charged to theΒ income statementΒ on a straight line basis over the term of the relevant leases.
Share based payments
TheΒ Company operates anΒ equity-settled, share-based compensation plan. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest, and at each balance sheet date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
When the options are exercised,Β the nominal value of the underlying shares is credited to share capital, and the excess of theΒ proceeds received net of any directly attributable transaction costs are credited to share premium.
The grant by theΒ Company of options over its equity instruments to the employees of subsidiary undertakings in theΒ Group is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity.
Pension obligations
The Group does not incur any expenses in relation to pensions for its employees. In accordance with the legal requirements of theΒ RepublicΒ ofΒ Kazakhstan, the Group withholds pension contributions from employee salaries and transfers them into third party state or private pension funds at the direction of the employee. The Group is not responsible for the administration of the pension funds or future distributions to the employees.Β
Β 3. Critical accounting estimates and judgments
TheΒ Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.Β Such estimates andΒ assumptionsΒ are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Estimation of oil and gas reserves
Proved oil and gas reserves are the estimated quantities of oilΒ andΒ gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Estimates of oil and gas reserves are inherently imprecise, require the application of judgement and are subject to future revision. Accordingly, financial and accounting measures (such as the standardised measure of discounted cash flows, depreciation, depletion and amortisation charges, and decommissioningΒ provisions) that are based on proved reserves are also subject to change.
Capitalised exploration and appraisal expenditure
In making decisions about whether to continue to capitalise explorationΒ and appraisalΒ expenditure, it is necessary to make judgements about theΒ probable commercial reserves andΒ the level of activities that constitute on-goingΒ appraisal determination.Β Β If there is a change inΒ anyΒ judgement in a subsequent period, then the related capitalised explorationΒ and appraisal expenditureΒ would be expensed in that period, resulting in a charge to income.Β
Provision for abandonment
Estimates of the amounts of provisionΒ for abandonmentΒ recognised are based on current legal and constructive requirements, technology and price levels. AsΒ actual outflowsΒ may beΒ differentΒ from estimates due to changes in laws, regulations, technology, prices and conditions, and can take place in the future, the carrying amounts of provisions are regularly reviewed and adjusted to take account of such changes.
4. Segmental reporting
Business segments
In the opinion of theΒ directors, the operations of the GroupΒ comprise one class of business:Β oil and gas exploration, development and the sale of hydrocarbons and related activities.Β
Geographic segments
The GroupΒ conducts businessΒ within two geographical regions.Β The Group's operational activities are wholly focused in theΒ RepublicΒ ofΒ Kazakhstan. TheΒ Group's head office is inΒ London,Β England.Β Inter-segment revenue represents rechargeable costs which are invoiced, with a mark-up, to the Company's subsidiaries. These transactions and any unrealised profits and losses are eliminated on consolidation.Β Since theΒ UKΒ head office does not earn revenue from external customers, it is not a reportable segment under IAS 14.Β
Relevant disclosures have beenΒ madeΒ elsewhereΒ in these financial statements.
Β Β 5.Β Cost of sales
|
Group |
||
|
2008 US$'000 |
2007 US$'000 |
|
|
Operating costs: |
||
|
- commercial production |
6,619 |
- |
|
- test production |
1,898 |
1,502 |
|
Royalties |
531 |
- |
|
Depreciation, depletion and amortisation |
4,970 |
- |
|
14,018 |
1,502 |
|
6. Finance incomeΒ
|
Group |
Company |
||||
|
2008 US$'000 |
2007 US$'000 |
2008 US$'000 |
2007 US$'000 |
||
|
Interest income on short-term bank deposits |
811 |
1,729 |
807 |
1,727 |
|
|
Intercompany interest income |
- |
- |
644 |
- |
|
|
Finance income |
811 |
1,729 |
1,451 |
1,727 |
|
7. Finance costs
|
Group |
Company |
||||
|
2008 US$'000 |
2007 US$'000 |
2008 US$'000 |
2007 US$'000 |
||
|
Interest expense: |
|||||
|
- Interest payable on bank borrowings (note 22) |
1,422 |
- |
1,422 |
- |
|
|
- Interest payable on convertible bond (note 22) |
7,548 |
4,138 |
7,548 |
4,138 |
|
|
- Other:Β accretion expense onΒ discounted provisionsΒ (note 26) |
135 |
102 |
- |
- |
|
|
9,105 |
4,240 |
8,970 |
4,138 |
||
|
Β Β |
|||||
| Less: | |||||
|
- Interest expense capitalised to exploration and appraisal expenditure |
(7,151) |
(2,182) |
- |
- |
|
|
Finance costs |
1,954 |
2,058 |
8,970 |
4,138 |
|
Interest expense related to bank borrowings includes stated and effective interest expense including amortisation of the cost of warrants issued andΒ otherΒ debt issuance costs.
Interest expense relating to the convertible bond includes stated and effective interest expense plus amortizationΒ of debt issuance costs.Β
Other interest expense includesΒ interest expense relating to theΒ accretion expenseΒ onΒ discountedΒ provisionsΒ for decommissioning costs for theΒ Group's oil and gas properties.Β
Interest expenseΒ of $7.2Β millionΒ (2007:Β $2.2 million)Β arising on the general borrowing pool during the year wasΒ capitalised in the cost of qualifying assets,Β calculated by applying a capitalisation rate of 13% (2007: 7%) toΒ the averageΒ cumulative expenditure on such assets. The borrowing costs capitalisedΒ are included in 'Additions' inΒ exploration and appraisal expenditure.
Β Β 8. Income tax expenseΒ
|
Group and Company |
||
|
2008 US$'000 |
2007 US$'000 |
|
|
Current taxΒ |
- |
- |
|
Deferred tax (noteΒ 25) |
- |
- |
|
Withholding taxes |
64 |
- |
|
64 |
- |
|
The Group's principal business activities are in theΒ RepublicΒ ofΒ KazakhstanΒ and are subject to aΒ currentΒ corporate income tax rate of 30%. The GroupΒ and Company haveΒ generated recurring net operating losses and no deferred tax assets have been recognised with respect to such losses.
The tax on the Group's loss before tax differs from the theoretical amount that would arise using theΒ UKΒ statutory rateΒ applicable toΒ theΒ loss of the Group,Β as follows:
|
Group |
||
|
2008 US$'000 |
2007 US$'000 |
|
|
Loss before taxation |
(36,920) |
(33,137) |
|
Tax calculated at 30% |
(11,076) |
(9,941) |
|
Expenses not deductible for tax purposes |
2,922 |
548 |
|
Withholding taxesΒ |
64 |
- |
|
Tax losses utilised |
(491) |
- |
|
Effects of deferred tax assets not recognised - losses |
8,645 |
7,112 |
|
Effects of deferred tax assets not recognised -Β other |
- |
2,281 |
|
Tax chargeΒ |
64 |
- |
The tax on the Company's loss before tax differs from the theoretical amount that would arise using theΒ UKΒ statutory rateΒ applicable to loss of the Company,Β as follows:
|
Company |
||
|
2008 US$'000 |
2007 US$'000 |
|
|
Loss before taxation |
(39,813) |
(9,872) |
|
Tax calculated at 30% |
(11,944) |
(2,962) |
|
Expenses not deductible for tax purposes |
5,435 |
458 |
|
Withholding taxesΒ |
64 |
- |
|
Effects of deferred tax assets not recognised - losses |
6,509 |
2,504 |
|
Tax chargeΒ |
64 |
- |
9. Loss for the year
Loss for the year is stated after charging/ (crediting):
|
Group |
Company |
||||
|
2008 US$'000 |
2007 US$'000 |
2008 US$'000 |
2007 US$'000 |
||
|
Exchange loss/(gain) |
(70) |
(803) |
(200) |
(1,118) |
|
|
Staff costs (note 11) |
25,847 |
21,836 |
6,861 |
4,305 |
|
|
Operating lease rentalsΒ |
2,524 |
657 |
384 |
71 |
|
|
Depreciation, depletion and amortisationΒ (note 10) |
5,383 |
184 |
130 |
38 |
|
|
Loss on disposal of fixed assets |
12 |
- |
12 |
- |
|
|
Exploration and appraisalΒ costs |
15,881 |
8,385 |
- |
- |
|
|
Impairment of assets held for saleΒ (note 21) |
5,200 |
- |
18,200 |
- |
|
|
Share based paymentsΒ |
4,605 |
9,846 |
2,713 |
1,871 |
|
|
Investigation costs |
3,059 |
- |
3,059 |
- |
|
|
Auditor's remuneration (note 12) |
1,417 |
845 |
1,277 |
604 |
|
The Company incurred aggregateΒ costs relatingΒ toΒ anΒ internal investigationΒ of $3.8 million, including $3.1 million in third party costs and $0.7 million in costs included within auditor's remuneration (note 12).Β Β The investigation primarily focused on certain related party transactions, including the undisclosed receipt of beneficial interests in options over six million shares in Max Petroleum by certain employees and members of senior management.Β
10. Depreciation, depletion and amortisation
Depreciation, depletion and amortisation are included within the following headings in the income statement:
|
Group |
Company |
||||
|
2008 US$'000 |
2007 US$'000 |
2008 US$'000 |
2007 US$'000 |
||
|
Cost of sales |
4,970 |
- |
- |
- |
|
|
Administrative expenses |
413 |
184 |
130 |
38 |
|
|
5,383 |
184 |
130 |
38 |
||
11.Β Employees and key management
The number of staff employed by the Group during the financial year was as follows:
|
Group |
Group |
||||
|
2008 |
2007 |
||||
|
Average in |
As at |
Average in |
As at |
||
|
year |
31 March |
year |
31 March |
||
|
Administrative |
89 |
85 |
66 |
99 |
|
|
Exploration and production operations |
99 |
100 |
34 |
65 |
|
|
Directors |
7 |
7 |
5 |
5 |
|
|
195 |
192 |
105 |
169 |
||
The number of staff employed by the Company during the financial year was as follows:
|
Company |
Company |
||||
|
2008 |
2007 |
||||
|
Average in |
As at |
Average in |
As at |
||
|
year |
31 March |
year |
31 March |
||
|
Administrative |
5 |
5 |
5 |
5 |
|
|
Exploration and production operations |
- |
- |
- |
- |
|
|
Directors |
7 |
7 |
5 |
5 |
|
|
12 |
12 |
10 |
10 |
||
Staff costs in respect of those employees wereΒ as follows:
|
Group |
Company |
||||
|
2008 US$'000 |
2007 US$'000 |
2008 US$'000 |
2007 US$'000 |
||
|
Wages and salaries |
18,653 |
12,612 |
3,882 |
2,298 |
|
|
Social security |
1,345 |
850 |
266 |
136 |
|
|
Share options granted to directors and employees |
5,849 |
8,374 |
2,713 |
1,871 |
|
|
25,847 |
21,836 |
6,861 |
4,305 |
||
Wages and salaries include the cost of tax gross-up for expatriate employees whose contracts provide for them to receive salaries without deduction of local taxes.Β A proportion of the Group's staff costs shown above is capitalised into the cost of fixed assets under the Group's accounting policy for exploration and appraisal expenditure and oil and gas properties.Β
Β Β Key management compensationΒ
Key management personnel, as defined by IAS 24 "Related Party Disclosures", have been identified as theΒ Board of Directors. Detailed disclosures ofΒ directors'Β individual remuneration,Β directors' transactions andΒ directors' interests and share options, for thoseΒ directorsΒ who served during the year, are givenΒ in the Directors'Β RemunerationΒ Report. The aggregate amounts ofΒ directors' remuneration during the year were as follows:
|
2008 US$'000 |
2007 US$'000 |
|
|
Salaries and short-term employee benefits |
1,831 |
1,094 |
|
Share-based payments |
3,553 |
4,895 |
|
5,384 |
5,989 |
None of the Group's directors exercised share options while serving in their capacity as directors during the two years ended 31 MarchΒ 2008.Β
MrΒ StevenΒ KappelleΒ wasΒ dismissedΒ as a director of the Company on 17 October 2007 and subsequently exercised options over 4,194,806 shares realising a gain of $3.1 millionΒ in the period to 31 March 2008.
12. Auditors' remuneration
During the year the Group (including its subsidiaries) obtained the following services from the Group's auditorΒ and its associatesΒ at costs as detailed below:
|
2008 US$'000 |
2007 US$'000 |
|
|
Audit services: Fees payable to the Company's auditor for the audit of the Company's annual accounts: Current year audit fee Under-accrual of prior year audit fee |
269 82 |
385 - |
|
Non-audit services: Fees payable to theΒ Company'sΒ auditor and its associates for other services: |
||
|
Audit of the Company's subsidiaries pursuant to legislationΒ |
140 |
241 |
|
Share options investigation |
686 |
- |
|
Tax services |
225 |
202 |
|
Other servicesΒ |
15 |
17 |
|
Total |
1,417 |
845 |
13. Loss per shareΒ
|
2008 |
2007 |
|
|
Loss attributable to equity holders of the Company (US$'000) |
(34,509) |
(29,702) |
|
Weighted average number of ordinary shares in issue (thousands) |
321,489 |
304,734 |
|
Basic and diluted loss per share (US cents) |
10.7 |
9.7 |
BasicΒ loss per share
BasicΒ lossΒ per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.
Diluted loss per share
Diluted loss per share is calculated using the loss for the period divided by the weighted average number of shares outstanding assuming the conversion of its potentially dilutive equity derivatives outstanding, being share options, warrants and convertible debt. All of the Group's equityΒ derivativesΒ were anti-dilutive for the years ended 31 March 2008 and 2007, respectively.
14. IntangibleΒ assetsΒ -Β explorationΒ and appraisalΒ expenditure
|
Group |
|||
|
Total |
|||
|
US$'000 |
|||
|
Cost |
|||
|
At 1 April 2006 |
194,850 |
||
|
AdditionsΒ |
46,394 |
||
|
Amounts written off to exploration and appraisal costs |
(8,385) |
||
|
Reclassifications |
(1,945) |
||
|
At 31 March 2007 |
230,914 |
||
|
AdditionsΒ |
74,603 |
||
|
Transfers to oil and gas propertiesΒ (note 15) |
(30,459) |
||
|
Transfers to property, plant and equipmentΒ (note 16) |
(7,369) |
||
|
Amounts written off to exploration and appraisal costs |
(15,881) |
||
|
Less:Β amountsΒ classified asΒ assetsΒ held for sale (note 21) |
(37,241) |
||
|
At 31 March 2008 |
214,567 |
||
|
Amortisation |
|||
|
At 1 April 2006 |
- |
||
|
Charge for the year |
17 |
||
|
At 31 March 2007 |
17 |
||
|
Charge for the year |
2,470 |
||
|
At 31 March 2008 |
2,487 |
||
|
Net book value |
|||
|
At 31 March 2006 |
194,850 |
||
|
At 31 March 2007 |
230,897 |
||
|
At 31 March 2008 |
212,080 |
In 2007, the Group reclassified $1.9 million of acquisition costs capitalised in intangible fixed assets to prepayments of crude oil processing costs. This reflects an exchange of limited acreage in its Blocks A&E licence area for a right to free processing of up to 300,000 metric tons of crude oil per year through 2010 under its cooperation agreement with KazMunaiGas E&P. The prepaid processing costs are being amortised over the life of the cooperation agreement.
Included within exploration and appraisal expenditures at 31 March 2008 was aΒ decommissioningΒ assetΒ ofΒ $1.3Β million (2007: $1.5Β million).
Acquisitions
The Group did not complete any acquisitions during the yearsΒ ended 31 MarchΒ 2008 andΒ 2007.Β
Β Β 15. Oil and gas properties
|
Group |
|||
|
ProvedΒ properties |
DecommissioningΒ asset |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
Cost |
|||
|
At 1 April 2006 |
- |
- |
- |
|
At 31 March 2007 |
- |
- |
- |
|
Additions - transfers from intangible exploration and appraisal expendituresΒ (note 14) |
30,356 |
103 |
30,459 |
|
Change inΒ decommissioningΒ estimate |
- |
1,008 |
1,008 |
|
At 31 March 2008 |
30,356 |
1,111 |
31,467 |
|
Depreciation |
|||
|
At 1 April 2006 |
- |
- |
- |
|
Charge for the year |
- |
- |
- |
|
At 31 March 2007 |
- |
- |
- |
|
Charge for the year |
1,953 |
40 |
1,993 |
|
At 31 March 2008 |
1,953 |
40 |
1,993 |
|
Net book value |
|||
|
At 31 March 2006 |
- |
- |
- |
|
At 31 March 2007 |
- |
- |
- |
|
At 31 March 2008 |
28,403 |
1,071 |
29,474 |
16.Β Property, plant and equipment
|
Group |
|||||
|
Improvements to leasehold property |
Office systems,Β equipment andΒ furniture |
Plant andΒ equipment |
MotorΒ vehicles |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
Cost |
|||||
|
At 1 April 2006 |
12 |
415 |
3 |
45 |
475 |
|
Additions |
36 |
557 |
109 |
485 |
1,187 |
|
At 31 March 2007 |
48 |
972 |
112 |
530 |
1,662 |
|
AdditionsΒ |
386 |
820 |
255 |
388 |
1,849 |
|
Additions - transfers from intangible exploration and appraisal expendituresΒ (note 14) |
- |
183 |
7,186 |
- |
7,369 |
|
Disposals |
(12) |
(23) |
- |
- |
(35) |
|
Less:Β amountsΒ classified asΒ assetsΒ held for saleΒ (note 21) |
- |
(14) |
- |
- |
(14) |
|
At 31 March 2008 |
422 |
1,938 |
7,553 |
918 |
10,831 |
|
Depreciation |
|||||
|
At 1 April 2006 |
1 |
13 |
- |
3 |
17 |
|
Charge for the year |
4 |
133 |
2 |
28 |
167 |
|
At 31 March 2007 |
5 |
146 |
2 |
31 |
184 |
|
Charge for the year |
90 |
287 |
409 |
134 |
920 |
|
Disposals |
- |
(23) |
- |
- |
(23) |
|
Less:Β amountsΒ classified asΒ assetsΒ held for saleΒ (note 21) |
- |
(2) |
- |
- |
(2) |
|
At 31 March 2008 |
95 |
408 |
411 |
165 |
1,079 |
|
Net book value |
|||||
|
At 31 March 2006 |
11 |
402 |
3 |
42 |
458 |
|
At 31 March 2007 |
43 |
826 |
110 |
499 |
1,478 |
|
At 31 March 2008 |
327 |
1,530 |
7,142 |
753 |
9,752 |
Β Β
|
Company |
|||
|
Improvements to leaseholdΒ property |
Office systems,Β equipment andΒ furniture |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
Cost |
|||
|
At 1 April 2006 |
12 |
91 |
103 |
|
Additions |
35 |
45 |
80 |
|
At 31 March 2007 |
47 |
136 |
183 |
|
Additions |
387 |
42 |
429 |
|
Disposals |
- |
(23) |
(23) |
|
At 31 March 2008 |
434 |
155 |
589 |
|
Depreciation |
|||
|
As at 1 April 2006 |
1 |
6 |
7 |
|
Charge for the year |
4 |
34 |
38 |
|
At 31 March 2007 |
5 |
40 |
45 |
|
Charge for the year |
90 |
40 |
130 |
|
Disposals |
- |
(11) |
(11) |
|
At 31 March 2008 |
95 |
69 |
164 |
|
Net book value |
|||
|
At 31 March 2006 |
11 |
85 |
96 |
|
At 31 March 2007 |
42 |
96 |
138 |
|
At 31 March 2008 |
339 |
86 |
425 |
17.Β InvestmentsΒ in subsidiaries
|
Company |
||
|
2008 |
2007 |
|
|
US$'000 |
US$'000 |
|
|
Cost |
||
|
At 1 April |
176,576 |
167,116 |
|
Increase in investment in subsidiaries related to share based payments |
3,189 |
9,460 |
|
Less:Β amountsΒ classified asΒ assetsΒ held for sale (note 21) |
(34,110) |
- |
|
At 31 March |
145,655 |
176,576 |
|
Net book value |
||
|
At 1 April |
176,576 |
167,116 |
|
At 31 March |
145,655 |
176,576 |
The following summarises the Company's participation in theΒ Group structure:
|
Subsidiary undertakings |
Country of incorporation |
Effective holding |
Β ProportionΒ of voting rights held |
Nature of business |
StatutoryΒ year end |
|
Sherpico Investments Ltd |
UK |
80% |
80% |
Holding Company |
31 March |
|
Madiran InvestmentΒ B.V. |
Netherlands |
80% |
80% |
Holding Company |
31 December |
|
Samek DevelopmentΒ EnterpriseΒ LLP |
Kazakhstan |
(1)Β 80% |
80% |
Operating Company |
31 December |
|
Samek International LLP |
Kazakhstan |
(1)Β 80% |
80% |
Operating Company |
31 December |
|
Vasse Investments Ltd |
BVI |
(1)100% |
100% |
Holding Company |
31 March |
|
Max Petroleum Astrakhanskiy HoldingΒ Ltd ('MPAHL') |
BVI |
100% |
100% |
Holding Company |
31 March |
|
Alga Caspiygas LLP |
Kazakhstan |
(1)Β 100% |
100% |
Operating Company |
31 December |
(1) Indirect shareholding of parent company
The results of the above subsidiaries have all been included in the consolidated accounts. The Company's foreign subsidiaries have calendar year ends for local statutory reporting purposes only.Β
The directors believe that the carrying value of the investments is supported by the value of the underlying net assets.
Max Exploration Services, Inc., aΒ United StatesΒ corporation registered in the state ofΒ Delaware, was incorporated as a wholly owned subsidiary of the Company on 1 April 2008.
As more fully disclosed in note 21,Β in July 2008Β the CompanyΒ disposed of its 80% holding in Sherpico Investments Ltd and Samek Development Enterprise LLP, and acquired the remaining 20% ofΒ Madiran Investment BVΒ and Samek International LLP.
18. Trade and other receivables
|
GroupΒ |
Company |
||||
|
2008 |
2007 |
2008 |
2007 |
||
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
||
|
Trade receivables |
4,096 |
174 |
- |
- |
|
|
Less: provision for impairment of trade receivables |
- |
- |
- |
- |
|
|
Trade receivablesΒ |
4,096 |
174 |
- |
- |
|
|
Advances to suppliers |
855 |
7,675 |
- |
- |
|
|
Prepaid marketing costs |
1,337 |
1,823 |
- |
- |
|
|
Other prepayments |
6,228 |
1,787 |
5,526 |
890 |
|
|
Loans from the Company to its subsidiaries* (noteΒ 33) |
- |
- |
154,066 |
91,457 |
|
|
Other amounts due from subsidiaries (note 33) |
- |
- |
4,504 |
2,581 |
|
|
Other receivables |
4,322 |
2,119 |
151 |
138 |
|
|
16,838 |
13,578 |
164,247 |
95,066 |
||
|
Less: amounts classified as assets held for sale (note 21) |
(851) |
- |
(24,827) |
- |
|
|
15,987 |
13,578 |
139,420 |
95,066 |
||
|
Less non-current portion:Β |
|||||
|
- prepaid marketing costsΒ |
(851) |
(1,338) |
- |
- |
|
|
Current portion |
15,136 |
12,240 |
139,420 |
95,066 |
|
*Β Loans from the Company to its subsidiaries are repayable on demand.Β The Company does not intend to demand repayment of loans within one year. The loans are non-interest bearing, except for a loan of $19.3 million which bears interest at the rate of two times LIBORΒ (US$ 90 day).
Group
OtherΒ receivables includeΒ recoverable Kazakh VAT and social taxes.Β
PrepaymentsΒ includeΒ prepaid marketing costs ofΒ $1.3 million (2007:Β $1.8 million), net ofΒ amortisationΒ charges, resulting from the Group's cooperationΒ agreement with KazMunaiGaz E&P,Β expiring December 2010,Β of which $0.85Β million has been classified as due after one year (2007: $1.34 million).Β In the prior year, these wereΒ reclassed from intangible oil and gas assetsΒ (noteΒ 14)Β to prepayments falling due within and after one year.
Group and Company
Other prepayments includes a balance of $4.6 million (2007: $nil) relating to prepaidΒ debt issuance costs on the Macquarie Facility (noteΒ 22).
Impairment losses
Trade receivables that are less than three months past due are not considered impaired. As of 31 March 2008, trade receivables of $0.2 millionΒ (2007: $nil) were past due but not impaired. These relate toΒ the Group's sole export customerΒ for whom there is no history of default. There were no trade receivables against which a doubtful debt allowance had been raised, as at 31 MarchΒ 2008 andΒ 2007, respectively.Β The ageing analysis of these trade receivables is as follows:
|
Group |
Group |
||||||
|
2008 |
2007 |
||||||
|
Gross |
Impairment |
Net |
Gross |
Impairment |
Net |
||
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
||
|
Not past due |
3,892 |
- |
3,892 |
174 |
- |
174 |
|
|
Past due 0-30 days |
204 |
- |
204 |
- |
- |
- |
|
|
Total |
4,096 |
- |
4,096 |
174 |
- |
174 |
|
There were no amounts past due or impairedΒ due toΒ the Company as at 31 March 2008 and 2007.
19. Inventories
|
Group |
||
|
2008 |
2007 |
|
|
US$'000 |
US$'000 |
|
|
Materials and supplies |
12,504 |
7,064 |
|
Crude oil inventory |
135 |
448 |
|
Total inventory |
12,639 |
7,512 |
|
Less: amounts classified as assets held for saleΒ (note 21) |
(461) |
- |
|
12,178 |
7,512 |
|
Materials and supplies are principally comprised of drilling equipment to be used in the exploration and development of the Group's oil and gas properties inΒ Kazakhstan.Β
20. Cash and cash equivalents
|
Group |
Company |
||||
|
2008 |
2007 |
2008 |
2007 |
||
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
||
|
Cash at bank and on hand |
4,016 |
28,772 |
1,324 |
26,473 |
|
|
Less: amounts classified as assets held for sale (note 21) |
(169) |
- |
- |
- |
|
|
3,847 |
28,772 |
1,324 |
26,473 |
||
Group
Included inΒ cash at bank and on handΒ areΒ amountsΒ of $0.8 millionΒ (2007: $0.2 million) required to be deposited in an environmental restoration and rehabilitation fund underΒ the hydrocarbon contracts.
Group andΒ Company
Under the terms of theΒ Group'sΒ $100 million revolving mezzanine credit facility with Macquarie Bank LimitedΒ (noteΒ 22), the Company is required to maintain a balanceΒ on a debt service reserve accountΒ representing theΒ nextΒ three monthsΒ expectedΒ interestΒ charge. The balance on this account at 31 March 2008 amounted toΒ $0.6Β million (2007: $nil), and is included in the total of cashΒ at bank and on handΒ for the Group and Company,Β above.
21.Β Assets held for saleΒ
In February 2008, the Company entered into anΒ exchangeΒ agreementΒ (the "ExchangeΒ Agreement")Β with Horizon Services N.V. ("Horizon") and Oriental Limited ("Oriental")Β forΒ the CompanyΒ toΒ acquire Horizon's 20% interest in Madiran Investment B.V. ("Madiran"), in exchange for Oriental receiving the Company's 80% interest in Sherpico Investments Limited ("Sherpico"), and up to 37 million ordinary shares of the Company.Β Madiran is the 100% owner of Samek International LLP, which owns and operates the Blocks A&E licence. Sherpico is the 100% owner of Samek Development LLP, which owns andΒ operates theΒ East AlibekΒ licence.
Under the terms of the Exchange Agreement,Β OrientalΒ agreedΒ not to dispose of any ordinary shares receivedΒ pursuant to theΒ Exchange AgreementΒ forΒ oneΒ year after completionΒ without the written consent of the Company.Β Furthermore,Β Horizon, Oriental, Incomeborts Limited ("Incomeborts") and Norgulf Holding Limited ("Norgulf"), all of which are companies beneficially owned byΒ Mr. Garifolla Kachshapov, a related party, agreedΒ to enter into irrevocable powers of attorney granting the Company's board of directors certain rights to vote the MaxΒ PetroleumΒ ordinary shares held by each entity for routine corporate matters.
The Company closed the Exchange Agreement on 11 July 2008, after receiving the necessary regulatory consents from theΒ RepublicΒ ofΒ Kazakhstan.Β
During the year,Β the Group's net cash outflow included $1.1 million of operating cash outflow and $9.1 million of capital expenditures related toΒ these assets.
The major classes of assets and liabilities classified as held for sale are as follows:
|
Group |
Company |
|
|
2008 |
2008 |
|
|
US$'000 |
US$'000 |
|
|
Intangible - Exploration and appraisal expenditure |
37,241 |
34,110 |
|
Plant and equipment |
12 |
- |
|
Inventories |
461 |
- |
|
Trade and other receivables |
851 |
- |
|
Intercompany receivables |
- |
24,827 |
|
Cash and cash equivalents |
169 |
- |
|
38,734 |
58,937 |
|
|
Less: impairment to fair value |
(5,200) |
(18,200) |
|
Total assets classified as held for sale |
33,534 |
40,737 |
|
Trade and other payables |
260 |
- |
|
Provision for liabilities and other charges |
299 |
- |
|
Total liabilities associated with assets classified as held for sale |
559 |
- |
|
Net assets of disposal groupΒ classified asΒ assetsΒ held for sale |
32,975 |
40,737 |
The re-measurementΒ of the Group's and Company's investment in Sherpico as of 31 March 2008Β toΒ itsΒ fair value less costs to sell resulted in a loss of $5.2 million being recognised in the consolidated income statement and a loss of $18.2 million being recognised in theΒ Company'sΒ income statement, for the year ended 31 March 2008.
22. Borrowings
|
Group and Company |
||
|
2008 |
2007 |
|
|
US$'000 |
US$'000 |
|
|
Non-current |
||
|
BankΒ borrowingsΒ |
16,278 |
- |
|
Convertible bond |
64,738 |
62,253 |
|
Total borrowings |
81,016 |
62,253 |
The carrying amounts of the Group's and Company's borrowings are denominated in U.S. dollars.
Convertible bond
Max Petroleum completed an offering of convertible debentures on 8 September 2006, raising a total of $75 million before issuance costs, through the issuance of convertible bonds bearing interest at 6.75% per annum, payable semi-annually, convertible at an initial conversion price of Β£1.33 per ordinary share, subject to certain anti-dilution adjustments. The convertible bonds will mature in September 2011, at which time the Group will be required to redeem the principal amount of the convertible bonds then outstanding. The holders of the bonds have a right to convert the bonds through to final maturity. Furthermore, the holders will have certain rights to force the Group to redeem the bonds if certain material events of default occur such as revocation of the Group's licences to its oil and gas properties inΒ Kazakhstan. The Group has the right to redeem the bonds after three years if the bonds trade at an average price of 130% of the conversion price for a minimum of 20 out of 30 consecutive trading days or if at any time a minimum of 85% of the bonds have been converted.
Β Β The Group allocated the proceeds of the convertible bonds, net of debt issuance costs of $3.2 million, between long-term debt and equity reserve based on the Group's estimate of the fair value of the bond without consideration of its conversion feature. The Group used an interest rate of 11%, being an estimate of the market rate of interest on an equivalent bond without the convertibility option,Β to estimate the fair value of the debt portion of the convertible bonds on the date of issuance. The Group allocated $10.8 million of the net proceeds from the bond offering to the equity component. Interest expense on the net carrying value of the long-term debt portion of the convertible bonds is calculated at the effective interest rate of 11%.Β
A reconciliation of the amounts outstanding on the convertible bond is as follows:
|
Group and CompanyΒ |
|
|
US$'000 |
|
|
Balance at 1 April 2006 |
- |
|
Face value of convertible bonds issued 8 September 2006 |
75,000 |
|
Debt issuance costsΒ |
(3,223) |
|
Net proceeds from convertible bond issue |
71,777 |
|
Equity component net of issue costs |
(10,807) |
|
Liability component at 8 September 2006, net of issue costs |
60,970 |
|
Finance costΒ |
3,829 |
|
InterestΒ paid |
(2,855) |
|
Amortization of debt issuance costs to interest expense |
309 |
|
Balance at 31 March 2007 |
62,253 |
|
Finance costΒ |
7,000 |
|
InterestΒ paid |
(5,063) |
|
Amortization of debt issuance costs to interest expense |
548 |
|
Balance at 31 March 2008 |
64,738 |
The finance cost on the convertible bond is calculated using the effective interestΒ rate ofΒ 11%.
The fair value of the convertible bond as at 31 March 2008Β and 2007Β is determined by reference toΒ theΒ published closing price quotation from the Channel Islands Stock Exchange on that date, as follows:
|
Group and Company |
||
|
2008 US$'000 |
2007 US$'000 |
|
|
Fair value of convertible bond |
59,250 |
93,000 |
Bank borrowings
In June 2007, the Group entered into a $100 million revolving mezzanine credit facility with Macquarie Bank Limited (the "Macquarie Facility") to finance the development of Max Petroleum's oil and gas assets inΒ Kazakhstan. The Macquarie Facility has a four year termΒ maturing onΒ 1 June 2011Β and bears interest at a rate ranging from LIBOR plus 4% to LIBOR plus 6.5%, depending upon the underlying value of the Group's oil and gas reserves. The Macquarie Facility hadΒ an initial borrowing base of $20 millionΒ (trancheΒ one), with a further $30 million available (trancheΒ two), of whichΒ a total ofΒ $23.5Β millionΒ had beenΒ borrowed as of 31 March 2008 and $32.5Β million borrowed as of the date of this report.
Debt issuance costsΒ take the form of cash payments plus warrants. TheΒ Macquarie FacilityΒ and related warrants have been treated as a compound financial instrument, with both debt and equity components. The debt component (once theΒ Macquarie FacilityΒ has been drawn down) is carried at amortised cost.Β
Β Β Debt issuance cost paymentsΒ are credited to cash, and warrants issued are credited to a warrant reserve in equity. The debit entry for theseΒ debt issuance costsΒ is capitalised as a prepayment, and subsequently offset against the liability asΒ theΒ Macquarie FacilityΒ is drawn down.Β The debt issuance costsΒ deducted from the liabilityΒ areΒ spread over the life of theΒ Macquarie FacilityΒ as part of the finance cost, using the effective interestΒ rateΒ method.Β The effective interest rate at which these debt issuance costs were being written off was 11.9% for the year ended 31 March 2008.Β A portion of this interest is capitalised as part of the related intangible exploration and appraisal expenditures.
Upon closingΒ in June 2007, the Company issuedΒ MacquarieΒ with a five year warrant to acquireΒ fiveΒ million ordinary shares in the Company at an exercise price of 160.6p per share. Subsequently,Β with the increase of the borrowing base from $20 million to $50 millionΒ in March 2008, the Company issuedΒ MacquarieΒ with a further five-year warrantΒ to acquire 15 million sharesΒ at an exercise price of 75p per share.Β As more fully disclosed in note 30, the warrants have been recorded at fair value at the date of issuance and are not subsequently remeasured.
The balance of prepaid debt issuance costs included in prepayments at 31 March 2008 was $4.6 million (note 18).
A reconciliation of the amounts outstanding on the Macquarie Facility is as follows:
|
Group and Company |
||
|
US$'000 |
||
|
Drawdown of loan facility |
23,500 |
|
|
Debt issuance costs: |
(888) |
|
|
Net proceeds from bank borrowings |
22,612 |
|
|
Equity component relating to warrants |
(6,930) |
|
|
Net bank borrowings |
15,682 |
|
|
Finance costΒ |
1,422 |
|
|
InterestΒ paid |
(826) |
|
|
Balance at 31 March 2008 |
16,278 |
The fair value of theΒ floating rateΒ bank borrowings as at 31 March 2008Β approximates toΒ their grossΒ carrying valueΒ of $23.5 million.
The Macquarie Facility is secured byΒ pledgesΒ in favour ofΒ MacquarieΒ over substantially all of the Group's assets.Β
The Group and Company has the following undrawn borrowing facilitiesΒ available from the MacquarieΒ FacilityΒ as at 31 March 2008:
|
Group and Company |
||
|
2008 |
2007 |
|
|
US$'000 |
US$'000 |
|
|
Floating rate: |
||
|
- Expiring within one year |
- |
- |
|
- Expiring beyond one year |
26,500 |
- |
|
26,500 |
- |
|
The borrowing capacity under theΒ Macquarie Facility is subject to review and adjustment on a periodic basis, with the total availability at any given time subject to a number of factors, including commodity prices and reserve levels.Β
Interest expense
During the year ended 31 March 2008, the Group incurred $9.1Β million (2007: $4.2 million) in interest expense, of which $7.2Β million (2007: $2.2Β million) was capitalised toΒ intangible exploration and appraisal expenditures.Β
Β Β 23. Fair values
TheΒ directorsΒ have reviewed the financial statements and have concluded that, other than as disclosed relating to theΒ fair values of the borrowingsΒ (noteΒ 22), thereΒ areΒ no significant differencesΒ between the book values and the fair values of the assets and liabilities of the Group and Company as at 31 March 2008 and 2007.
24. Financial risk managementΒ
Capital risk managementΒ
The GroupΒ is engaged in the exploration, development, and production of oil and gas assets in theΒ RepublicΒ ofΒ Kazakhstan, with a broad portfolio of shallow, intermediate, and deep exploration targets. The Group's strategy is to generate reserves, production and cash flow during the short-term from its shallow and intermediate oil and gas prospects, while attempting to add significant reserves and value through its deep exploration programme.Β
The Group's approach to managing capital is to ensure that theΒ Group has enough liquidity to execute its business strategy during the next three to five years, with an ultimate goal of becoming self-financing from cash flow from operations and adding significant tangible asset value by proving up oil and gas reserves.Β TheΒ Group'sΒ capital structureΒ consistsΒ ofΒ debt,Β including itsΒ convertible bondΒ andΒ Macquarie Facility (note 22), cash and cash equivalents (note 20), and equity attributable to equity holders of the parent (notes 28, 29 and 30), comprising issued share capital, reserves and retained earnings.Β The Group is generatingΒ production andΒ cash flow from operationsΒ from the sale of crude oilΒ and is actively seeking additional capital to finance its exploration and appraisal drilling programme throughΒ joint venture or farmout relationshipsΒ for itsΒ Astrakhanskiy and Blocks A&E license areas inΒ Western Kazakhstan.
There were noΒ materialΒ changes in the Group's approach to capital management in the year.
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.Β
Financial instruments risk managementΒ
The Group has exposure to the following risks from its use of financial instruments:
Credit risk;
Liquidity risk; and
Market risk.
This note presents information about the Group's exposure to each of the above risks. Further quantitative disclosures are included throughout these consolidated financial statements.
The Group's principal financial instruments comprise cash, short-term deposits, and borrowings. Together with the issue of equity share capital, the main purpose of these is to finance the Group'sΒ operations and expansion. The Group has other financial instruments such as trade receivables and trade payables which arise directly from normal trading.
The Group has not entered into any derivative or other hedging instruments.Β
Β Β Credit riskΒ
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from default.Β
The credit risk on cash and cash equivalent balances is limited as the counterparties are banks with high credit ratings assigned by international ratings agencies.Β
The Group sells to a small number of domestic crude buyers inΒ KazakhstanΒ and has one international customer for its export sales. The credit risk arising from domestic sales of crude oil in theΒ RepublicΒ ofΒ KazakhstanΒ isΒ lowΒ asΒ the Group typically is paidΒ in advanceΒ for theΒ deliveryΒ of crude oilΒ to theΒ localΒ buyer. Credit risk on export sales of crude oil from theΒ RepublicΒ ofΒ KazakhstanΒ is managed by stand-by letters of credit issued inΒ the Group'sΒ favour by a recognised international bank with aΒ highΒ credit rating.
The Group and Company do not hold any other collateral as security against trade and other receivables.
Exposure to credit riskΒ
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
|
Group |
Company |
||||
|
2008 |
2007 |
2008 |
2007 |
||
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
||
|
Trade and other receivables (note 18) |
16,838 |
13,578 |
164,247 |
95,066 |
|
|
Cash and cash equivalents (note 20) |
4,016 |
28,772 |
1,324 |
26,473 |
|
|
20,854 |
42,350 |
165,571 |
121,539 |
||
The Group's most significant customer, an international crude oil trader, accounts for $4.1 million of the trade and other receivables carrying amount at 31 March 2008 (2007: $0.2 million).Β Trade and other receivables also include US $3.5 million of Kazakh VAT recoverable at 31 March 2008.
Liquidity riskΒ
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing its liquidity is to ensure, as far as possible, that it will always have sufficient liquid fundsΒ and availableΒ debt and equityΒ capitalΒ to meet its liabilities when due, without incurring unacceptable losses or risking damage to the Group's reputation.Β
Due to the nature of the underlying business,Β this is managed by careful monitoringΒ of rolling forecasts of the Group's liquidity reserve (comprised of undrawn borrowing facilitiesΒ (note 22) and cash and cash equivalents (note 20)) on the basis of expected cash flow and projected amount of capital expenditure required.Β
The Group will require significant additional funding to explore and develop its current oil and gas licences inΒ Kazakhstan, towards which the Group has raised $75 million of convertible debt capital in the prior year and during the current year entered into the Macquarie Facility, a $100 million revolving mezzanine credit facility. The Group has also raised $32.1 million through the exercise of the Company's share optionsΒ during the yearΒ endedΒ 31 March 2008, is generatingΒ production andΒ cash flow from operations from the sale of crude oil and is seeking broader long-term capitalisation through the farmout of minority interests in its Blocks A&E and Astrakhanskiy licenses.
Β Β The Group expects to fund itsΒ futureΒ exploration and development programme, as well as its administrative and operating expenses, through a combination of existing working capital,Β cash flow from operations from the sale of future oil and gas production,Β borrowings from the Macquarie Facility, anticipatedΒ proceeds and capital carry from a farmout of minority interestsΒ in some or all of its oil and gas assets, and future issuances of debt or equity financing, as necessary.Β If the Group is unsuccessful in generatingΒ sufficientΒ liquidity to fund itsΒ futureΒ expenditures, the Group's ability to execute its long-term growth strategy could be significantly affected.Β
The table below analyses the Group's and Company'sΒ financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows at maturity. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
|
Group |
||||||||
|
Less than 6 months |
6 - 12 months |
1 - 2Β years |
2 - 5Β years |
More Β than 5Β years |
TotalΒ contractualΒ cash flows |
Carrying value |
||
|
At 31 March 2008 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
ConvertibleΒ bond |
2,531 |
2,531 |
5,063 |
82,594 |
- |
92,719 |
64,738 |
|
|
Bank borrowings |
1,146 |
1,146 |
12,197 |
13,912 |
- |
28,401 |
16,278 |
|
|
Trade and other payables |
14,329 |
38 |
- |
- |
- |
14,367 |
14,367 |
|
|
Liabilities directly associated with assets held for sale |
559 |
- |
- |
- |
- |
559 |
559 |
|
|
18,565 |
3,715 |
17,260 |
96,506 |
- |
136,046 |
95,942 |
||
|
At 31 March 2007 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
ConvertibleΒ bond |
2,531 |
2,531 |
5,063 |
87,656 |
- |
97,781 |
62,253 |
|
|
Trade and other payables |
13,204 |
- |
- |
- |
- |
13,204 |
13,204 |
|
|
15,735 |
2,531 |
5,063 |
87,656 |
- |
110,985 |
75,457 |
||
|
Company |
||||||||
|
Less than 6 months |
6 - 12 months |
1 - 2Β years |
2 - 5Β years |
More Β than 5Β years |
TotalΒ contractualΒ cash flows |
Carrying value |
||
|
At 31 March 2008 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
ConvertibleΒ bond |
2,531 |
2,531 |
5,063 |
82,594 |
- |
92,719 |
64,738 |
|
|
Bank borrowings |
1,146 |
1,146 |
12,197 |
13,912 |
- |
28,401 |
16,278 |
|
|
Trade and other payables |
2,352 |
- |
- |
- |
- |
2,352 |
2,352 |
|
|
6,029 |
3,677 |
17,260 |
96,506 |
- |
123,472 |
83,368 |
||
|
At 31 March 2007 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
ConvertibleΒ bond |
2,531 |
2,531 |
5,063 |
87,656 |
- |
97,781 |
62,253 |
|
|
Trade and other payables |
1,432 |
- |
- |
- |
- |
1,432 |
1,432 |
|
|
3,963 |
2,531 |
5,063 |
87,656 |
- |
99,213 |
63,685 |
||
Β Β Market riskΒ
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and other market prices will affect the Group's income or the value of its holdings of financial instruments. The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.Β The Group has not entered into any derivative or other hedging instruments.Β
Foreign currency risk managementΒ
The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange fluctuations may arise from sales, purchases, cash balances and borrowings that are denominated in a currency other than the functional currency of the Group, being the US dollar. The currency in which these transactions and balances are primarily denominated is US dollars, and as such, the Group is not exposed to significant foreign exchange risk. It is the Group's policy to manage its foreign exchange risk by minimising balances and transactions in foreign currencies, as analysed below:
The Group's borrowings are denominated in US dollars and therefore not subject to foreign exchange risk.
The Group invoices export crude oil sales in US dollarsΒ which are therefore not subject to foreign exchange risk.
The Group invoices domestic crude oil sales in the local currency, the Kazakh tenge, on a prepayments basis.Β
The Group holds the majority of its cash and cash equivalents in US dollars.Β
Exposure to currency risk
The Group is mainlyΒ exposed to currency risks on certain bank deposits, debtors and creditors denominated in GBP and KZT.
The Group's exposure to foreign currency risk was as follows, based on US dollar equivalent carrying amounts at the reporting date:
|
Group |
Group |
||||||
|
2008 |
2007 |
||||||
|
In US$'000 equivalent |
GBP |
KZT |
EUR |
GBP |
KZT |
EUR |
|
|
Trade and other receivables |
923 |
4,178 |
- |
704 |
1,995 |
- |
|
|
Cash and cash equivalents |
282 |
365 |
- |
289 |
196 |
- |
|
|
Trade and other payables |
(991) |
(8,983) |
(337) |
(986) |
(9,970) |
(21) |
|
|
Net exposure |
214 |
(4,440) |
(337) |
7 |
(7,779) |
(21) |
|
The Company's exposure to foreign currency risk was as follows, based on US dollar equivalent carrying amounts at the reporting date:
|
Company |
Company |
||||||
|
2008 |
2007 |
||||||
|
In US$'000 equivalent |
GBP |
KZT |
EUR |
GBP |
KZT |
EUR |
|
|
Trade and other receivables |
923 |
- |
- |
704 |
- |
- |
|
|
Cash and cash equivalents |
282 |
- |
- |
289 |
- |
- |
|
|
Trade and other payables |
(904) |
- |
(9) |
(877) |
- |
- |
|
|
Net exposure |
301 |
- |
(9) |
116 |
- |
- |
|
Β Β Foreign currency sensitivity analysis
The following table details the Group's sensitivity to a 10 per cent strengthening in US dollars against the respective foreign currencies, which represents management's assessment of a reasonable change in foreign exchange rates. This analysis assumes that all other variables remain constant and has been determined based on the change taking place at the beginning of the financial year and held constant throughout the reporting period.Β
A 10 per cent strengthening of the US dollar at 31 March would have increased (decreased)Β the Group'sΒ and Company'sΒ equity and profit or loss by the amounts shown below:
|
Group |
Group |
||||||
|
2008 |
2007 |
||||||
|
Effect in US$'000Β |
GBP |
KZT |
EUR |
GBP |
KZT |
EUR |
|
|
Profit or (loss) |
(21) |
444 |
34 |
(1) |
778 |
2 |
|
|
Equity |
- |
- |
- |
- |
- |
- |
|
|
Company |
Company |
||||||
|
2008 |
2007 |
||||||
|
Effect in US$'000Β |
GBP |
KZT |
EUR |
GBP |
KZT |
EUR |
|
|
Profit or (loss) |
(30) |
- |
1 |
(11) |
- |
- |
|
|
Equity |
- |
- |
- |
- |
- |
- |
|
A 10 per cent weakening of the US dollar against the currencies above at 31 December would have had an equal but opposite effect on the amounts shown above, assuming all other variables remained constant.
Interest rate risk
The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floating interest rates. The Group does not hedge its interest rate exposures.
Exposure to interest rate risk
At the reporting date,Β the interest rate profile of the Group's interest-bearing financial instruments was:
|
Group |
||||
|
Carrying amount |
||||
|
2008 |
2007 |
|||
|
US$'000 |
US$'000 |
|||
|
Fixed rate instruments |
||||
|
Convertible bond |
75,000 |
75,000 |
||
|
75,000 |
75,000 |
|||
|
Variable rate instruments |
||||
|
Cash and cash equivalents |
4,016 |
28,772 |
||
|
Bank borrowings |
(23,500) |
- |
||
|
(19,484) |
28,772 |
|||
At the reporting date,Β the interest rate profile of the Company's interest-bearing financial instruments was:
|
Company |
||||
|
Carrying amount |
||||
|
2008 |
2007 |
|||
|
US$'000 |
US$'000 |
|||
|
Fixed rate instruments |
||||
|
Convertible bond |
75,000 |
75,000 |
||
|
75,000 |
75,000 |
|||
|
Variable rate instruments |
||||
|
Cash and cash equivalents |
1,324 |
26,473 |
||
|
Bank borrowings |
(23,500) |
- |
||
|
(22,176) |
26,473 |
|||
Interest rate sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss or equity.
Interest rate sensitivity analysis for variable rate instruments
At the reporting date, if interest rates had been 200 basis points higher/ lower and all other variables were held constant, the Group'sΒ and Company'sΒ profit or loss and equity would have increased (decreased) by the amounts shown below:
|
GroupΒ and Company |
|||||
|
Profit or (loss) |
Equity |
||||
|
200 bp increase |
200 bp decrease |
200 bp increase |
200 bp decrease |
||
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
||
|
AtΒ 31 March 2008 |
|||||
|
Variable rate instruments |
(444) |
444 |
- |
- |
|
|
AtΒ 31 March 2007 |
|||||
|
Variable rate instruments |
529 |
(529) |
- |
- |
|
The amounts generated from the sensitivity analyses are estimates of the impact of market risk assuming that specified changes occur. Actual results in the future may differ materially from these results due to developments in the global financial markets which may cause exchange rates or interest rates to vary from the hypothetical amounts disclosed above, which therefore should not be considered a projection of future events and losses.
25. Deferred income tax
|
Group |
|||||||
|
Deferred tax assets/ (liabilities) |
|||||||
|
Exploration assetsΒ pool |
Asset retirement provision |
Other temporary differences |
LossesΒ carried forward |
Total deferred tax asset/ (liability) |
Allowance against deferred tax assets |
Net deferred tax asset/ (liability) |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
At 1 April 2006 |
554 |
138 |
2,850 |
1,159 |
4,701 |
(4,701) |
- |
|
Charged/(credited) to the income statement |
- |
- |
- |
- |
- |
- |
- |
|
Movement in the year |
1,050 |
329 |
6,358 |
2,504 |
10,241 |
(10,241) |
- |
|
At 31 March 2007 |
1,604 |
467 |
9,208 |
3,663 |
14,942 |
(14,942) |
- |
|
Charged/(credited) to the income statement |
- |
- |
- |
- |
- |
- |
- |
|
Movement in the year |
1,383 |
616 |
(7,453) |
8,860 |
3,406 |
(3,406) |
- |
|
At 31 March 2008 |
2,987 |
1,083 |
1,755 |
12,523 |
18,348 |
(18,348) |
- |
Where theΒ realisationΒ of deferred tax assets is dependent on future profits,Β the Group recognises losses carried forward and other deferred tax assets only to the extent that the realisation of the related tax benefit through future taxable profits is probable.Β At 31 MarchΒ 2008, the Group had not recognised potential deferred tax assets of $18.3Β million (2007: $14.9 million) as there wasΒ insufficient evidence of future taxable profits in the relevantΒ Group companies.Β LossesΒ of $3.0 millionΒ can be carried forward for up to 7 years, and the balance ofΒ losses ofΒ $9.5Β million can be carried forward indefinitely.
There are no significant unrecognised temporary differences associated with undistributed profits of subsidiariesΒ at 31 March 2008 and 2007, respectively.
Β Β
|
Company |
|||||||
|
Deferred tax assets/ (liabilities) |
|||||||
|
Other temporary differences |
LossesΒ carried forward |
Total deferred tax asset/ (liability) |
Allowance against deferred tax assets |
Net deferred tax asset/ (liability) |
|||
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|||
|
At 1 April 2006 |
2,850 |
1,159 |
4,009 |
(4,009) |
- |
||
|
Charged/(credited) to the income statement |
- |
- |
- |
- |
- |
||
|
Movement in the year |
6,358 |
2,504 |
8,862 |
(8,862) |
- |
||
|
At 31 March 2007 |
9,208 |
3,663 |
12,871 |
(12,871) |
- |
||
|
Charged/(credited) to the income statement |
- |
- |
- |
- |
- |
||
|
Movement in the year |
(7,870) |
5,832 |
(2,038) |
2,038 |
- |
||
|
At 31 March 2008 |
1,338 |
9,495 |
10,833 |
(10,833) |
- |
||
Other temporary differences mainly relate to estimates of futureΒ taxΒ deductible amounts for the qualifying share options issued by the Company, as at 31 March 2008, 2007 and 2006, respectively.Β The losses of the CompanyΒ of $9.5Β millionΒ canΒ be carried forward indefinitely.
26. Provision for liabilities and other charges
|
Group |
|||
|
ProvisionΒ for decommissioning costs US$'000 |
Other US$'000 |
Total US$'000 |
|
|
Balance at 31 March 2006 |
949 |
57 |
1,006 |
|
AdditionsΒ |
568 |
- |
568 |
|
Settlements |
- |
(57) |
(57) |
|
AccretionΒ of discount (note 7) |
102 |
- |
102 |
|
Balance at 31 March 2007 |
1,619 |
- |
1,619 |
|
AdditionsΒ |
1,817 |
- |
1,817 |
|
Settlements |
(41) |
- |
(41) |
|
AccretionΒ of discount (note 7) |
135 |
- |
135 |
|
3,530 |
- |
3,530 |
|
|
Less: amounts reclassified as liabilities directly associated with assets held for saleΒ (note 21) |
(299) |
- |
(299) |
|
Balance at 31 March 2008 |
3,231 |
- |
3,231 |
TheΒ decommissioningΒ provision atΒ 31 March 2007Β related to the cost of non-producing oil andΒ gas wells in the Group's licence areas at the time they were acquired. The amount provided atΒ 31 March 2008Β was revised to include the estimatedΒ decommissioningΒ costs of new wells drilled in the year. TheΒ decommissioningΒ provision reflects the present value of internal estimates of future decommissioning costs of the Company's oil and gas wells as at the relevant balance sheet date determined using local pricing conditions and requirements.Β
In relation to theΒ decommissioningΒ provision, the estimated interest rate used in discounting the cash flows is reviewed annually. The interest rate used to determine the balance sheet obligation at 31 March 2008 wasΒ 7.4% (2007:Β 8.0%).
The timing of payments related to provisions is uncertain and is dependent on various items which are not alwaysΒ within management's control.
Β Β 27. Trade and otherΒ payables
|
GroupΒ |
Company |
||||
|
2008 |
2007 |
2008 |
2007 |
||
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
||
|
Trade payables |
9,430 |
10,232 |
1,076 |
179 |
|
|
Other payables |
1,112 |
186 |
316 |
4 |
|
|
Social security and other taxes |
1,838 |
1,643 |
248 |
163 |
|
|
Accruals and deferred income |
2,247 |
1,143 |
712 |
1,086 |
|
|
14,627 |
13,204 |
2,352 |
1,432 |
||
|
Less: amounts reclassified as liabilities directly associated with assets held for sale (note 21) |
(260) |
- |
- |
- |
|
|
14,367 |
13,204 |
2,352 |
1,432 |
||
28. Share capital
The Company has two classes of share capital, which carry no right to fixed income: ordinary and deferred shares. The deferred share class was created in 2005 in a capital restructuring and no further shares will be issued. A deferred share carries no voting or dividend rights.Β On a return of capital on a winding up, the holders of deferred shares shall only be entitled to receive the amount paid up on such shares after the holders of the ordinary shares have received the sum of 0.01p for each ordinary shareΒ held by themΒ and shall have no other right to participate in the assets of the Company.
During the year the Company issuedΒ 21,428,408Β ordinary shares wholly in respect of exercise of share options for total proceeds of $32.1Β million. In the prior period, the Company issued 3,910,000 ordinary shares wholly in respect of exercise of share options for total proceeds of $2.5 million.Β All shares issued are fully paid up.
|
Number of shares |
|||||
|
Authorised share capital |
Issued share capital |
||||
|
Ordinary shares of 0.01p each |
Deferred shares of 14.99p each |
Ordinary shares of 0.01p each |
Deferred shares of 14.99p each |
||
|
At 1 April 2006 |
400,000,000 |
400,000,000 |
302,940,329 |
28,253,329 |
|
|
IncreaseΒ |
400,000,000 |
- |
3,910,000 |
- |
|
|
At 1 April 2007 |
800,000,000 |
400,000,000 |
306,850,329 |
28,253,329 |
|
|
Increase |
- |
- |
21,428,408 |
- |
|
|
At 31 March 2008 |
800,000,000 |
400,000,000 |
328,278,737 |
28,253,329 |
|
|
Nominal value |
|||||||
|
Authorised share capital |
Issued share capital |
||||||
|
Ordinary shares of 0.01p each US$'000 |
Deferred shares of 14.99p each US$'000 |
Total all classes US$'000 |
Ordinary shares of 0.01p each US$'000 |
Deferred shares of 14.99p each US$'000 |
Total all classes US$'000 |
||
|
At 1 April 2006 |
70 |
104,318 |
104,388 |
54 |
7,864 |
7,918 |
|
|
IncreaseΒ |
87 |
- |
87 |
1 |
- |
1 |
|
|
At 1 April 2007 |
157 |
104,318 |
104,475 |
55 |
7,864 |
7,919 |
|
|
Increase |
- |
- |
- |
4 |
- |
4 |
|
|
At 31 March 2008 |
157 |
104,318 |
104,475 |
59 |
7,864 |
7,923 |
|
29. Share premiumΒ
|
Year endedΒ 31 March 2008 |
Year endedΒ 31 March 2007 |
|
|
US$'000 |
US$'000 |
|
|
At 1 AprilΒ |
196,636 |
194,114 |
|
Premium on shares issued during the yearΒ |
32,117 |
2,522 |
|
At 31 MarchΒ |
228,753 |
196,636 |
30.Β Other reserves
|
Convertible bond equity reserve |
Share based payments reserve |
Warrant reserve |
Total other reserves |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
At 1 AprilΒ 2006 |
- |
35,272 |
- |
35,272 |
|
Share based payments |
11,330 |
- |
11,330 |
|
|
Convertible bond issued, equity portion |
11,292 |
- |
- |
11,292 |
|
Convertible bond issuance costs, equity portion |
(485) |
- |
- |
(485) |
|
At 31 March 2007 |
10,807 |
46,602 |
- |
57,409 |
|
Share based payments |
- |
5,849 |
- |
5,849 |
|
Warrants issued |
- |
- |
11,532 |
11,532 |
|
At 31 March 2008 |
10,807 |
52,451 |
11,532 |
74,790 |
Warrants
As more fully disclosed in note 22, the Company entered into a revolving mezzanine credit facility with Macquarie Bank Limited in June 2007. Pursuant to the drawdown of the first tranche, Max Petroleum issued a warrantΒ toΒ MacquarieΒ to acquire 5,000,000 ordinary sharesΒ of the CompanyΒ at 160.6p. In March 2008, a further warrant to acquire 15,000,000 sharesΒ at 75pΒ was issued toΒ MacquarieΒ with the increase of the borrowing base from $20 million to $50 million.
The warrant table below sets out the warrants granted, exercised and outstanding at 31 March 2008 and 2007.Β
Β
Β
|
2008 |
2007 |
||||||
|
Number of warrants |
Weighted average exercise price (pence) |
Weighted average market price on exercise (pence) |
Number of warrants |
Weighted average exercise priceΒ (pence) |
Weighted average market price on exercise (pence) |
||
|
Outstanding at start of year |
- |
- |
- |
- |
- |
- |
|
|
Granted |
20,000,000 |
96 |
- |
- |
- |
- |
|
|
Forfeited or cancelled |
- |
- |
- |
- |
- |
- |
|
|
Exercised |
- |
- |
- |
- |
- |
- |
|
|
Outstanding at end of year |
20,000,000 |
96 |
- |
- |
- |
- |
|
Out of the outstanding warrants at the end of the year, 20,000,000 warrants (2007:Β N/A) were exercisable.
The warrants were valued independently using the Black-Scholes valuation model to determine the fair value of the warrants issued by the Company.Β
|
2008 |
2007 |
|
|
Exercise price of warrantΒ |
75p - 161p |
- |
|
Share price on date of grant |
70p - 185p |
- |
|
Expected term before warrant exercise |
2.5 years |
- |
|
Risk free interest rateΒ |
4.0%Β - 5.7% |
- |
|
Expected dividend yield |
- |
- |
|
Expected share volatility |
38% |
- |
The following table represents the variables used in their assumptions:Β
The total fair value of the warrants issued of $11.5 million wasΒ creditedΒ to other reservesΒ with an offsetting debit initially booked to prepaid debt issuance costs. As at 31 March 2008,Β $6.9 millionΒ of the prepaid debt issuance costs hadΒ beenΒ debited against borrowings,Β pro-rataΒ with drawdowns on the Macquarie Facility during the year (note 22), and the balance of $4.6 million wasΒ included in prepaymentsΒ (note 18).Β
Β Β 31. Share based payments
Share options
The Company has granted share options to directors, employees, strategic consultants and advisors to the Group to provide incentives for long-term performance and retention. Furthermore, additional options were issued as partial consideration for the acquisition of oil and gas properties inΒ KazakhstanΒ to align the Company's and the sellers' interests subsequent to the acquisition.Β
In October 2007, the CompanyΒ grantedΒ an additional 564,800 optionsΒ which vested immediatelyΒ to ODL Securities, its broker at the time of its listing on AIM, as full settlement of a claim of compensation owed to ODL by the Company with regard to the Company's listing on AIM in October 2005.
TheΒ share options granted areΒ notΒ subject to any performance criteriaΒ apart from, in respect of directors and employees, their continued service with and employment by the Group, with the exception of 500,000 of share options granted in the year which are subject to non-market performance conditions related toΒ certainΒ operational metrics. The Company operates on a wholly equity-settled principle.Β All employees are granted share options at the commencement of their employment with the Group.
The vesting terms of the share options differ between the agreements of the vendors and those engaged by the Company and are as follows:Β
Options granted to vendors vest immediately and have a three year term from date of grant.Β
Options granted to consultants and advisors typically vest in part within six months and proportionately on anniversaries thereafter with a three year term from date of grant.Β
Options to directors and employees typically vest in part after one year and proportionately thereafterΒ up toΒ a seven year term from date of grant.Β
In October 2005, an exceptional form of share option was granted to two senior executive directors and a consultant responsible for the Company's capital raising activities prior to its listing on AIM, the acquisition of the Company's initial two subsoil licences in oil and gas properties in Kazakhstan, and the AIM Admission of the Company. The option incorporates a non-dilution clause for one year, vesting in part on the first anniversary of grant and proportionately thereafterΒ withΒ a term of ten years.Β
The maximum term of options granted is ten years and in the normal course ofΒ granting, seven years.Β
As at 31 March 2008, the Company hadΒ 90.6Β million share options outstanding, reflecting cumulative grants ofΒ 125.1Β million, net ofΒ 25.9Β million exercised share options andΒ 8.6Β million share options that had been cancelled or forfeited by the recipient. The share option table below sets out the options granted, exercised and outstanding at 31 March 2008Β and 2007.Β
Β
|
2008 |
2007 |
||||||
|
Number of share options |
Weighted average exercise price (pence) |
Weighted average market price on exercise (pence) |
Number of share options |
Weighted average exercise price (pence) |
Weighted average market price on exercise (pence) |
||
|
Outstanding at start of year |
108,252,313 |
84.9 |
102,518,013 |
77.0 |
|||
|
Granted |
12,276,100 |
86.9 |
10,249,300 |
142.8 |
|||
|
Forfeited or cancelled |
(8,513,302) |
64.0 |
(605,000) |
49.8 |
|||
|
Exercised |
(21,428,408) |
74.2 |
170.7 |
(3,910,000) |
34.4 |
101.1 |
|
|
Outstanding at end of year |
90,586,703 |
89.9 |
108,252,313 |
84.9 |
|||
Of the outstanding options at the end of the year,Β 62,445,262Β options (2007:Β 74,006,180) were exercisableΒ at that date.
Β Β The directors retain independent consultants to carry out a fair value review and valuation of the share options granted by the Company. The purpose of the review is to ensure that the true cost of the options is properly reflected in the cost of investments in the Group and Company balance sheets and in the cost of services charged to theΒ income statement.Β
The Black-Scholes valuation model is used to determine the fair value of the share options issued by the Company. Given the limited trading history of the Company, which was admitted on AIM in October 2005, a representative sample of companies from the oil & gas sector with operations in a similar geographic regionΒ was usedΒ in order to determine expected share price volatility.Β
The following table represents the weighted averages of the variables used in their assumptions:Β
Β
|
2008 Weighted averageΒ |
2007 Weighted averageΒ |
|
|
Exercise price of option contract |
86.9p |
142.8p |
|
Share price on date of grant |
93.6p |
104.8p |
|
Expected term before option exercise |
4.0Β years |
3.9 years |
|
Risk free interest rateΒ |
5.7% |
4.8% |
|
Expected dividend yield |
- |
- |
|
Expected share volatility |
38% |
38% |
Β
The model also assumes lengths of vesting period to date of exercise.Β
TheΒ directorsΒ concluded that the average fair value of the options issued during the current year wasΒ 38% orΒ 43Β pence ($0.86) (2007: $0.53). TheΒ GroupΒ has recorded a charge to administration expenses in itsΒ consolidatedΒ income statementΒ for the value of services ofΒ $4.6Β million (2007:Β $9.9Β million), net of amounts capitalised and adjustments for unvested options cancelled or forfeited during the year;Β and capitalised $1.2Β million (2007: $1.5Β million) toΒ exploration and appraisal expenditure. The share based payment reserve is stated as $52.5Β million (2007: $46.6Β million).Β
The Company did not modify or vary any share option arrangements during the period.
The following table summarises share option activity during the currentΒ and priorΒ yearsΒ to 31 March. For options outstanding at the end of theΒ year, the range of exercise prices and the average remaining life,Β analysed into the main groups of recipients, wereΒ as follows:
Β
|
2008 |
2007 |
||||||||
|
Exercise price range (p) |
Number of share options |
Weighted average exercise price (p) |
Average remaining contractual life (years) |
Exercise price range (p) |
Number of share options |
Weighted average exercise price (p) |
Average remaining contractual life (years) |
||
|
Directors1 |
35.0-185.0 |
27,470,067 |
73.0 |
6.8 |
35.0-120.5 |
27,062,542 |
54.9 |
7.90 |
|
|
Employees |
25.0-450.0 |
12,328,967 |
132.6 |
6.3 |
25.0-450.0 |
13,783,300 |
129.0 |
5.88 |
|
|
Advisory committee |
35.0-100.0 |
4,500,000 |
78.3 |
4.8 |
35.0-100.0 |
4,500,000 |
78.3 |
5.80 |
|
|
Other advisors and consultants |
35.0-120.25 |
8,287,669 |
42.8 |
5.1 |
35.0-120.5 |
12,906,471 |
44.6 |
7.16 |
|
|
Β Acquisition vendorsΒ |
100.0 |
38,000,000 |
100.0 |
0.8 |
100.0 |
50,000,000 |
100.0 |
1.79 |
|
|
90,586,703 |
89.9 |
4.0 |
108,252,313 |
84.9 |
3.90 |
||||
(1Β ) TheΒ directors'Β share options at 31 March 2008Β includeΒ 688,796 share optionsΒ held byΒ Mr StevenΒ Kappelle, whoΒ was dismissedΒ as a director of the Company on 17 October 2007.
The average closing market price of the Company's ordinary 0.01p shares during the year wasΒ 120.0p (2007:Β 104.7p).Β
Β Β 32.Β Cash generated from operations
|
Group |
Company |
||||
|
2008 |
2007 |
2008 |
2007 |
||
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
||
|
Loss for the year: |
(36,984) |
(33,137) |
(39,877) |
(9,872) |
|
|
Adjustments for: |
|||||
|
- Depreciation, depletion and amortisationΒ (note 10) |
5,383 |
184 |
130 |
38 |
|
|
-Β Loss on disposal of fixed assetsΒ (note 9) |
12 |
- |
12 |
- |
|
|
- Share-based payment charge (note 9) |
4,605 |
9,846 |
2,713 |
1,871 |
|
|
- Exploration and appraisal expenditure written-off |
15,881 |
8,385 |
- |
- |
|
|
- Impairment of assets held for sale (note 21) |
5,200 |
- |
18,200 |
- |
|
|
- Finance income (note 6) |
(811) |
(1,729) |
(1,451) |
(1,727) |
|
|
- Finance costs (note 7) |
1,954 |
2,058 |
8,970 |
4,138 |
|
|
Changes in working capital |
|||||
|
- Inventories |
(5,127) |
(7,509) |
- |
- |
|
|
- Trade and other receivables |
1,342 |
(8,791) |
(64,576) |
(56,261) |
|
|
- Trade and other payables |
1,423 |
10,842 |
864 |
372 |
|
|
Cash generated from operations |
(7,122) |
(19,851) |
(75,015) |
(61,441) |
|
Cash flowsΒ relating to major non-cash transactions
Summary of non-cash items
|
Group |
Company |
||||
|
2008 US$'000 |
2007 US$'000 |
2008 US$'000 |
2007 US$'000 |
||
|
Operating cash flow |
|||||
|
Share based payments charge - valuation of options granted for services |
4,605 |
9,846 |
2,713 |
1,871 |
|
|
Other |
- |
- |
56 |
- |
|
|
4,605 |
9,846 |
2,769 |
1,871 |
||
|
Capital expenditure and financial investment |
|||||
|
Share based payments capitalised to oil and gas properties |
1,244 |
1,484 |
- |
- |
|
|
Oil and gas property costs reclassified as pre-paid marketing costsΒ |
- |
(1,823) |
- |
- |
|
|
Non-cash interest expense capitalised to oil and gas propertiesΒ |
2,440 |
1,283 |
- |
- |
|
|
Depreciation, depletion and amortisation |
5,383 |
184 |
130 |
38 |
|
|
Exploration and appraisal expenditure written-off |
15,881 |
8,385 |
- |
- |
|
|
Provision for decommissioning costs |
1,776 |
568 |
- |
- |
|
|
26,724 |
10,081 |
130 |
38 |
||
33. Related partyΒ disclosures
The Company has no ultimate controlling party.
Horizon Services N.V.Β
Horizon owns a 20% indirect interestΒ in the Group's subsoil licences for Blocks A&E and East Alibek in theΒ RepublicΒ ofΒ KazakhstanΒ through its 20% interest in two of the Company's subsidiaries, Madiran and Sherpico. Madiran owns 100% of Samek International LLP ("SI"), the sole operator of the Blocks A&E subsoil licence and Sherpico is the 100% owner of Samek Development Enterprise LLP ("SDE"), the sole operator of theΒ East AlibekΒ subsoil licence.Β
There were no balances or transactions with Horizon as at, or for the year ending, 31 March 2007.Β
Mr Garifolla Kachshapov
Mr. Kachshapov is theΒ beneficialΒ owner of Horizon, Oriental Limited ("Oriental"),Β and Samek LLP. He alsoΒ controls 15 millionΒ shares in the Company held by two companies, Incomeborts Ltd and Norgulf Holdings Ltd.
In October 2005, the Company entered into service agreements with Mr Kachshapov employing his services as a manager of SI andΒ asΒ general director of SDE inΒ Kazakhstan. Under the terms of the service agreements Mr. Kachshapov receives $200,000 per annum, which consists of a salary of $100,000 from each of SI and SDE.Β
ExchangeΒ agreement betweenΒ Max PetroleumΒ Plc, Horizon Services N.V. and Oriental LimitedΒ
As more fullyΒ describedΒ in note 21,Β Max PetroleumΒ enteredΒ into the Exchange AgreementΒ with Horizon and Oriental, an affiliate of Horizon,Β to acquireΒ Horizon's 20% interest inΒ MadiranΒ in exchange forΒ Oriental receivingΒ the Company's 80% interest inΒ Sherpico andΒ 37 million ordinary shares of the Company.Β
The Company closed the Exchange Agreement on 11 July 2008, after receiving the necessary regulatory consents from theΒ RepublicΒ ofΒ Kazakhstan.Β Completion of the transactionΒ resultedΒ in MaxΒ PetroleumΒ acquiring Horizon's 20% indirect interest in Blocks A&E, bringing the Company's ownership to 100%, in exchange for Oriental receiving the Company's entire 80% interest in theΒ East AlibekΒ licence and 37 millionΒ newly issuedΒ ordinary shares. As a result, the Company's issued share capital is 365,278,737 ordinary shares. Furthermore,Β Mr. Garifolla Kachshapov, the beneficial owner of Horizon and Oriental, now has an indirect interest in 52 million, or 14.2%, of the Company's ordinary shares.Β
ShareΒ options issued to related parties as part of the Astrakhanskiy AcquisitionΒ
In January 2006, the Company issued a total of 50 million share options as partial consideration for the acquisition of the Astrakhanskiy licence (the "Astrakhanskiy Options"), including 12.5 million to Manty Investment Services Ltd ("Manty"), 18.75 million to Fantara Company, Inc. ("Fantara") and 18.75 million to Diego Production Ltd ("Diego").Β InΒ 2007, it became evident that certain employees in Kazakhstan beneficially owned 6 million of the Astrakhanskiy Options originally issued to Manty, including (i) 2.1 million share options distributed to a number of the Company's expatriate employees in Kazakhstan, and (ii)Β 5 million share optionsΒ received byΒ the Group's Kazakhstan partnerΒ of which he allocated 1.1 million to unrelated third party advisors, retaining 3.9 million of the Astrakhanskiy Options. The Group'sΒ KazakhstanΒ partner further allocated 1.95 million to Mr. Dauren Myrzagaliyev, the Group's sole Kazakh non-executive director at the time of the Astrakhanskiy Acquisition, and retained 1.95 million for himself.Β All of the related party beneficial owners of the 6 million Astrakhanskiy Options have agreed not to exercise the underlying Astrakhanskiy Options prior to their expiration in January 2009 andΒ Mr. Myrzagaliyev voluntarily resigned his employment with the Company.Β Β
In June 2007, Manty exercised a total of 2 million options, generating proceeds of $4.0 million. The Company understands that the Manty options exercised were held by a non-related party.Β
In July 2007, Diego exercised 10 million options, generating proceeds of $20.0 million. The Company understands the ultimate beneficial owner of the shares allotted from the Diego option exercise was Mr. Rigoll, either directly or indirectly through his ownership in Tigakhan Ltd.Β
Samek LLP
During the year 31 March 2008, Samek LLP incurred costs on behalf of the Group of $37,000. During the year ended 31 March 2007,Β Samek International LLPΒ recharged operating costs and service charges incurred by Samek LLP of $135,000.Β At 31 March 2008,Β an amount was dueΒ to Samek LLP of $189,000 (2007: amount dueΒ from Samek LLPΒ of $38,000).
Β Β Key management personnel
Disclosures related to the remuneration of key management personnel as defined in IAS 24 "Related Party Disclosures" are given in note 11. There is no difference between transactions with key management personnel of the Company and the Group.
Inter-company transactions
The Company has entered into transactions with subsidiary undertakings in respect of funding and group services which are recharged to the subsidiaries.
The amount of loans repayable on demand from subsidiary undertakings to the Company at 31 March 2008 totalled $154.1 million, of which $19.3 million was interest bearing (2007: $91.5 million and $nil, respectively).Β
Accounts receivable from subsidiary undertakings to the Company at 31 March 2008 totalled $4.5 million (2007: $2.6 million).
During the year, the CompanyΒ invoiced rechargeable costsΒ with mark-upΒ to subsidiaries of $6.1 million (2007: $Β 5.0Β million) and received interestΒ of $0.6 million (2007: $nil)Β from subsidiariesΒ on group loans.
34. Operating lease commitments
The future minimum lease payments under non-cancellable operating leases are as follows:
|
Group |
Company |
||||
|
2008 |
2007 |
2008 |
2007 |
||
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
||
|
Within 1 year |
758 |
1,246 |
385 |
424 |
|
|
Within 2-5 years |
601 |
863 |
601 |
863 |
|
|
After 5 years |
- |
- |
- |
- |
|
35.Β Capital commitments
The Group is committed under its subsoil licences to certain future expenditures including minimum work programmes, social infrastructure contributions and reimbursement of historic costs incurred by the Kazakhstan Government. Qualifying licence, exploration and development expenditure by the licence holders is deducted from these future commitments. The Group also has ongoing licence commitments pertaining to social contributions and training of local personnel.Β
The Group's commitment remaining under its subsoil licences as at 31 March 2008 totalled $75.9 million (2007: $69.3 million).Β
Β Β 36.Β Explanation of transitionΒ to IFRS
These financial statements for the year ended 31 March 2008 are the Group'sΒ and Company'sΒ firstΒ financial statements prepared under IFRS. For all accounting periods prior to this, the GroupΒ and CompanyΒ prepared its financial statements under generally accepted accounting principles in theΒ United KingdomΒ ("UK GAAP").
In accordance with IFRS 1 "First time adoption of IFRS", certain disclosures relating to the transition to IFRS are given in this note. These disclosures are prepared under IFRS as set out in the basis of preparation in note 2.
Β
i) Reconciliation ofΒ consolidatedΒ income statement and equity fromΒ UKΒ GAAP (as previouslyΒ reported) to
IFRS,Β as at and for the year ended 31 March 2007
Consolidated income statement
For the year ended 31 March 2007
|
Group |
|||
|
UKΒ GAAPΒ (as previously reported) |
Discontinuance of full cost accounting |
Restated - IFRS |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
Notes |
(a) |
||
|
Revenue |
1,502 |
- |
1,502 |
|
Cost of sales |
(1,502) |
- |
(1,502) |
|
Gross profit |
- |
- |
- |
|
Exploration and appraisal costs |
- |
8,385 |
8,385 |
|
Administrative expenses |
24,423 |
- |
24,423 |
|
Other income |
- |
- |
- |
|
Operating loss |
24,423 |
8,385 |
32,808 |
|
Finance income |
(1,729) |
- |
(1,729) |
|
Finance costs |
2,058 |
- |
2,058 |
|
Loss before taxation |
24,752 |
8,385 |
33,137 |
|
Income tax expense |
- |
- |
- |
|
Loss for the year |
24,752 |
8,385 |
33,137 |
|
Attributable to:Β |
|||
|
Equity holders of the Company |
22,994 |
6,708 |
29,702 |
|
Minority interests |
1,758 |
1,677 |
3,435 |
|
24,752 |
8,385 |
33,137 |
|
|
Loss per share for loss attributable to the equity holders of the Company during the year |
|||
|
- BasicΒ and dilutedΒ (US cents) |
7.5 |
2.2 |
9.7 |
Β Β Consolidated balance sheetΒ
As at 31 March 2007
|
Group |
||||
|
UKΒ GAAPΒ (as previously reported) |
Discontinuance of full cost accounting |
Prepayments |
Restated - IFRS |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
Notes |
(a) |
(g) |
||
|
Assets |
||||
|
Non-current assets |
||||
|
Intangible assets - Exploration and appraisal expenditure |
239,282 |
(8,385) |
- |
230,897 |
|
Oil and gas properties |
- |
- |
- |
- |
|
Property, plant and equipment |
1,478 |
- |
- |
1,478 |
|
Deferred income tax assets |
- |
- |
- |
- |
|
Prepayments |
- |
- |
1,338 |
1,338 |
|
240,760 |
(8,385) |
1,338 |
233,713 |
|
|
Current assets |
||||
|
Inventories |
7,512 |
- |
- |
7,512 |
|
Trade and other receivables |
13,578 |
- |
(1,338) |
12,240 |
|
Cash and cash equivalents |
28,772 |
- |
- |
28,772 |
|
49,862 |
- |
(1,338) |
48,524 |
|
|
Total assets |
290,622 |
(8,385) |
- |
282,237 |
|
Liabilities |
||||
|
Non-current liabilities |
||||
|
Borrowings |
62,253 |
- |
- |
62,253 |
|
Deferred income tax liabilities |
- |
- |
- |
- |
|
Provision for liabilities and other charges |
1,619 |
- |
- |
1,619 |
|
63,872 |
- |
- |
63,872 |
|
|
Current liabilities |
||||
|
Trade and other payables |
13,204 |
- |
- |
13,204 |
|
Current income tax liabilities |
- |
- |
- |
- |
|
Borrowings |
- |
- |
- |
- |
|
Provision for liabilities and other charges |
- |
- |
- |
- |
|
13,204 |
- |
- |
13,204 |
|
|
Total liabilities |
77,076 |
- |
- |
77,076 |
|
Net assets |
213,546 |
(8,385) |
- |
205,161 |
|
Capital and reservesΒ |
||||
|
Share capital |
7,919 |
- |
7,919 |
|
|
Share premium |
196,636 |
- |
196,636 |
|
|
Other reserves |
57,409 |
- |
57,409 |
|
|
Retained loss |
(46,299) |
(6,708) |
(53,007) |
|
|
Equity attributable to equity holders ofΒ the parent |
215,665 |
(6,708) |
208,957 |
|
|
Minority interests in equity |
(2,119) |
(1,677) |
(3,796) |
|
|
Total equity |
213,546 |
(8,385) |
205,161 |
|
Β
ii) Reconciliation of consolidated equity fromΒ UKΒ GAAP (as previously reported) to IFRS,Β
as at 1 April 2006
|
Group |
|
|
1 Apr 2006 |
|
|
US$'000 |
|
|
Total equity, as previously reported under UK GAAP |
213,638 |
|
Adjustments to retained losses |
- |
|
Total equity, as restated under IFRS |
213,638 |
|
Attributable to:Β |
|
|
Equity holders of the Company |
213,999 |
|
Minority interests in equity |
(361) |
|
213, 638 |
Β iii) Reconciliation ofΒ Company income statement and equity fromΒ UKΒ GAAP (as previously reported) to IFRS
Company income statement
For the year ended 31 March 2007
|
Company |
|||
|
UKΒ GAAPΒ (as previously reported) |
IFRIC 11 restatement |
Restated - IFRS |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
Notes |
(h) |
||
|
Revenue |
5,034 |
- |
5,034 |
|
Cost of sales |
(4,653) |
- |
(4,653) |
|
Gross profit |
381 |
- |
381 |
|
Administrative expenses |
(17,302) |
9,460 |
(7,842) |
|
Operating loss |
(16,921) |
9,460 |
(7,461) |
|
Finance income |
1,727 |
- |
1,727 |
|
Finance costs |
(4,138) |
- |
(4,138) |
|
Loss before taxation |
(19,332) |
9,460 |
(9,872) |
|
Income tax expense |
- |
- |
- |
|
Loss for the year |
(19,332) |
9,460 |
(9,872) |
Company balance sheetΒ
As at 31 March 2007
|
Company |
||||
|
UKΒ GAAPΒ (as previously reported) |
IFRIC 11 restatement |
Restated - IFRS |
||
|
US$'000 |
US$'000 |
US$'000 |
||
|
Notes |
(h) |
|||
|
Assets |
||||
|
Non-current assets |
||||
|
Investments |
163,162 |
13,414 |
176,576 |
|
|
Property, plant and equipment |
138 |
- |
138 |
|
|
163,300 |
13,414 |
176,714 |
||
|
Current assets |
||||
|
Trade and other receivables |
95,066 |
- |
95,066 |
|
|
Cash and cash equivalents |
26,473 |
- |
26,473 |
|
|
121,539 |
- |
121,539 |
||
|
Total assets |
284,839 |
13,414 |
298,253 |
|
|
Liabilities |
||||
|
Non-current liabilities |
||||
|
Borrowings |
62,253 |
- |
62,253 |
|
|
62,253 |
- |
62,253 |
||
|
Current liabilities |
||||
|
Trade and other payables |
1,432 |
- |
1,432 |
|
|
1,432 |
- |
1,432 |
||
|
Total liabilities |
63,685 |
- |
63,685 |
|
|
Net assets |
221,154 |
13,414 |
234,568 |
|
|
Capital and reservesΒ |
||||
|
Share capital |
7,919 |
- |
7,919 |
|
|
Share premium |
196,636 |
- |
196,636 |
|
|
Other reserves |
57,409 |
- |
57,409 |
|
|
Retained loss |
(40,810) |
13,414 |
(27,396) |
|
|
Total equity |
221,154 |
13,414 |
234,568 |
|
iv) Reconciliation of equityΒ of the CompanyΒ as at 31 March 2007 and 1 April 2006:
|
Company |
|||||
|
31 Mar 2007 |
1 Apr 2006 |
||||
|
NoteΒ |
US$'000 |
US$'000 |
|||
|
Total equity,Β as previously reported under UK GAAP |
221,154 |
215,826 |
|||
|
IFRS adjustments to retained losses: |
(h) |
13,414 |
3,954 |
||
|
Total equity, as restated under IFRS |
234,568 |
219,780 |
|||
v) Explanation of reconciling items betweenΒ UKΒ GAAP and IFRS
Β
(a) OnΒ the discontinuance of full cost accounting, $8.4 million of drilling expenditures associated with unsuccessful wells were expensed in the financial year ended 31 March 2007.
Β
(b) On adoption ofΒ the modifiedΒ successful effortsΒ method, there was no depletion or amortisation charge in relation to intangible - exploration and appraisal expenditures, and oil and gas properties,Β as commercial production commenced on 1 August 2007.
Β
(c) The general principle in IFRS 1 requires a first-time adopter to apply IAS 32Β Financial Instruments: Disclosure and Presentation,Β IFRS 7Β Financial Instruments: DisclosuresΒ and IAS 39Β Financial instruments:Β Recognition andΒ MeasurementΒ retrospectively and separate all compound financial instruments into a debt and equity portion. The Group completed its $75 million convertible bond offering in September 2006 which was accounted for under UK GAAP FRS 26Β Financial Instruments: Recognition and Measurement. ThereΒ wereΒ no material differences between IFRS and UK GAAP in this area and hence no impact to the Group on transition to IFRS.
Β
(d) The Group had adopted UK GAAP FRS 20 for all periods which it has reported in the accounting for share based payments. This standard is very similar to that of IFRS 2. As such thereΒ wereΒ no material differences.
Β
(e) The Group does not have a foreign currency translation reserve as required by IAS 21Β The Effects of Changes in Foreign ExchangeΒ as the Group and its subsidiaries have the same functional currency.
Β
(f) Under IAS 19Β Employee Benefits, the monetary value of any unused vacation carried forward by employees at the year end must be accrued for. The Group has been accounting for its employees' holiday accrual, hence there is nil impact arising from the transition to IFRS.
(g) Under UK GAAP, prepayments greater than one year of $1.3 million were included within the total of current assets with a caption on the face of the balance sheet noting the amount of the prepayment greater than one year. Under IFRS, this amount has been reclassed to non-current assets.
Β
(h) On adoption of IFRS,Β the Company has implemented IFRIC 11:Β IFRS 2 - Group and Treasury Share Transactions.Β Under IFRIC 11, the share based payment expense of the Company's share options granted to employees of its subsidiaries are treated as a capital contribution of the parent in the subsidiary's books, and accordingly, as an increase in the cost of the parent's investment in the subsidiary. The amount of share based payment expense previously recognised in relation to share options issued to employees of its subsidiaries was $9.4 million during the year ended 31 March 2007,Β andΒ cumulatively,Β $3.9 million as at 31 March 2006.
Β vi) Major elections made under IFRS 1 First-time Adoption of International Financial Reporting Standards
Β
(a) The Group has elected not to apply IFRS 3Β Business CombinationsΒ retrospectively to past business combinations as they occurred prior to the date of transitioning to IFRS.
Β
(b) As permitted under IAS 23Β Borrowing costs, the Group re-affirms its policy to capitalise interest on intangible - exploration and appraisal expenditures, and oil and gas properties.
Β
(c) The Group has elected not to measure individual items of property, plant and equipment at fair value at the date of transition to IFRS. The Group assumes UK GAAP costs of property, plant and equipment as being equal to IFRS deemed costs.
vii) Explanation of material adjustments to the cash flow statementΒ
Group
Apart from the successful efforts charge of $8.3 million for the year ended 31 March 2007,Β related to the discontinuance of full cost accountingΒ (refer to (a) above), thereΒ were noΒ otherΒ material differences between the cash flow statement presented under UK GAAP and IFRS.
Company
Apart from the IFRIC 11 restatements of $9 million and $4 million for the years ended 31 March 2007 and 2006 respectivelyΒ (refer to (i) above), there were no other material differences between the cash flow statement presented under UK GAAP and IFRS.
37. Post balance sheet events
MacquarieΒ FacilityΒ drawdowns
Subsequent to 31 March 2008, the CompanyΒ hasΒ borrowed a furtherΒ $9Β millionΒ underΒ the Macquarie FacilityΒ (note 22).
Closing ofΒ ExchangeΒ Agreement
As more fully disclosed in note 21, in July 2008 the CompanyΒ acquiredΒ the remaining 20% interest in Blocks A&E in exchange for its 80% interest inΒ East AlibekΒ plus 37 million of the Company's ordinary shares.Β Subsequent to the acquisition, the Company owns a 100% interest in Samek International LLP, the 100% owner of Blocks A&EΒ and has fully divested its 80% interest in Samek Development Enterprise LLP, the 100% owner ofΒ East Alibek.
Incorporation ofΒ US subsidiary
Max Exploration Services, Inc., aΒ United StatesΒ corporation registered in the state ofΒ Delaware, was incorporated as a wholly owned subsidiary of the Company on 1 April 2008.
Supplemental disclosure - oil andΒ gasΒ reserves andΒ resourcesΒ (unaudited)
The Group's estimates of proved and probable reserve quantitiesΒ are taken from the Group's Competent Person'sΒ evaluationΒ report for the Zhana Makat field as of 31 March 2008.Β Proved reserves are estimated reservesΒ that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years under existing economic and operating conditions, while probable reserves are estimated reserves determined to be more likely than not to be recoverable in future years under existing economic and operating conditions.Β
All of the Group's oil and gas assets are located in theΒ RepublicΒ ofΒ Kazakhstan.Β
|
Oil |
Gas |
||
|
GroupΒ proved plus probable reserves |
Mbbls |
Bcf |
Mboe |
|
As at 1 AprilΒ 2007 |
9,817 |
- |
9,817 |
|
Revisions of previous estimates |
(251) |
- |
(251) |
|
Discoveries & extensions |
- |
- |
- |
|
Acquisitions |
- |
- |
- |
|
Divestitures |
- |
- |
- |
|
Production |
(456) |
- |
(456) |
|
9,110 |
- |
9,110 |
|
|
Minority interest |
(1,822) |
- |
(1,822) |
|
Balance as at 31 March 2008 |
7,288 |
- |
7,288 |
|
Oil |
Gas |
||
|
Group proved plus probable reserves |
Mbbls |
Bcf |
Mboe |
|
As at 1 April 2006 |
- |
- |
- |
|
Revisions of previous estimates |
- |
- |
- |
|
Discoveries & extensions |
9,877 |
- |
9,877 |
|
Acquisitions |
- |
- |
- |
|
Divestitures |
- |
- |
- |
|
Production |
(60) |
- |
(60) |
|
9,817 |
- |
9,817 |
|
|
Minority interest |
(1,963) |
- |
(1,963) |
|
Balance as at 31 March 2007 |
7,854 |
- |
7,854 |
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