16 Sep 2015 07:00
Prospex Oil & Gas Plc
("Prospex Oil & Gas" or "the Company")
Interim Results for the six months ended 30 June 2015
Chairman's Statement
This report accompanies the unaudited Interim Results for the 6 month period ended June 30, 2015. During that time, the Company underwent significant changes, particularly on 14, April 2015, where, amongst other things, a restructuring was approved by shareholders incorporating a Company Voluntary Arrangement, a disposal, change of name, a new Board and a new investment mandate together with a fundraise under the new capital structure.
Since that time, the Board and management have been very active in reviewing investment opportunities. At the same time, stock markets and energy prices have both been extremely volatile, adding a significant amount of complexity to the work of the team. However, the directors are not daunted by these challenges and in fact believe that these also present opportunities.
The Directors thank the shareholders, new and old, for their patience and assure them that efforts have been and continue to be undertaken to identify and negotiate an appropriate investment or acquisition for the Company.
Bill Smith
Chairman
15 September 2015
Enquiries:
Prospex Oil and Gas plc |
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Edward Dawson, CEO
| 0207 078 9566 | ||||||
|
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WH Ireland Limited (Nominated Adviser and Broker) |
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Katy Mitchell
| 0113 394 6600
020 7469 0932 |
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Statement of Comprehensive Incomefor the six months ended 30 June 2015
|
| Unaudited |
| Audited | ||
|
| Six months ended 30 June |
| Year ended 31 December | ||
|
| 2015 |
| 2014 |
| 2014 |
|
| £ |
| £ |
| £ |
|
|
|
|
|
|
|
Administrative expenses |
| (257,814) |
| (273,322) |
| (512,322) |
Gain arising on restructuring |
| 152,361 |
| - |
| - |
|
|
|
|
|
|
|
Operating loss |
| (105,453) |
| (273,322) |
| (512,322) |
Finance income |
| 162 |
| 34 |
| 34 |
Fair value loss on derivative financial assets |
| - |
| (60,105) |
| (168,188) |
Finance expense |
| - |
| (4,212) |
| (67,491) |
Loss before income taxation |
| (105,291) |
| (337,605) |
| (747,967) |
Income tax expense |
| - |
| - |
| - |
|
|
|
|
|
|
|
Loss for the period from continuing operations |
| (105,291) |
| (337,605) |
| (747,967) |
Discontinued operations |
|
|
|
|
|
|
Profit/(loss) for the period from discontinued operations |
| 521,745 |
| (78,035) |
| (3,832,478) |
|
|
|
|
|
|
|
Profit/ (loss) for the period |
| 416,454 |
| (415,640) |
| (4,580,445) |
Other comprehensive income: |
|
|
|
|
|
|
Currency translation differences on disposal of foreign operation |
| (39,467) |
| - |
| - |
|
|
|
|
|
|
|
Total comprehensive profit/(loss) for the period |
| 376,987 |
| (415,640) |
| (4,580,445) |
|
|
|
|
|
|
|
Non-controlling interests |
| - |
| 20,406 |
| 771,232 |
|
|
|
|
|
|
|
Profit/ (loss) for the period and total comprehensive income attributable to owners of the parent |
| 376,987 |
| (395,234) |
| (3,809,213) |
Earnings/ (loss) per share - basic and diluted |
|
|
|
|
|
|
From continuing operations |
| (0.5)p |
| (0.02)p |
| (0.05)p |
From discontinued operations |
| 2.6p |
| (0.01)p |
| (0.23)p |
|
|
|
|
|
|
|
Statement of Financial Positionas at 30 June 2015
| Note | Unaudited |
| Audited | ||
|
| Six months ended 30 June |
| Year ended 31 December | ||
|
| 2015 |
| 2014 |
| 2014 |
|
| £ |
| £ |
| £ |
Non-current assets |
|
|
|
|
|
|
Intangible assets |
| - |
| 3,738,746 |
| - |
Tangible assets |
| - |
| 12,146 |
| 10,355 |
Derivative financial assets |
| - |
| 45,000 |
| - |
|
| - |
| 3,795,892 |
| 10,355 |
Current assets |
|
|
|
|
|
|
Inventories |
| - |
| 1,008 |
| 977 |
Trade and other receivables |
| 169,448 |
| 17,410 |
| 33,928 |
Derivative financial assets |
| - |
| 165,000 |
| 46,359 |
Cash and cash equivalents |
| 859,407 |
| 26,928 |
| 22,734 |
|
|
|
|
|
|
|
|
| 1,028,855 |
| 210,346 |
| 103,998 |
|
|
|
|
|
|
|
Total assets |
| 1,028,855 |
| 4,006,238 |
| 114,353 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
| (256,858) |
| (162,494) |
| (365,873) |
Borrowings |
| - |
| (454,521) |
| (479,784) |
|
|
|
|
|
|
|
Total liabilities |
| (256,858) |
| (617,015) |
| (845,657) |
|
|
|
|
|
|
|
Net assets |
| 771,997 |
| 3,389,223 |
| (731,304) |
|
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
|
Share capital | 4 | 2,657,234 |
| 2,304,398 |
| 2,304,398 |
Share premium account | 4 | 6,732,715 |
| 6,063,208 |
| 6,063,208 |
Equity component - convertible loan note |
| - |
| 95,479 |
| 100,216 |
Capital redemption reserve |
| 43,333 |
| 43,333 |
| 43,333 |
Merger reserve |
| 2,416,667 |
| 2,416,667 |
| 2,416,667 |
Profit and loss account |
| (11,077,952) |
| (8,112,862) |
| (11,531,738) |
Foreign currency reserve |
| - |
| (4,000) |
| 39,467 |
|
| 771,997 |
| 2,806,223 |
| (564,439) |
Non-controlling interests |
| - |
| 583,000 |
| (166,865) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (deficit)/equity |
| 771,997 |
| 3,389,223 |
| (731,304) |
Statement of changes in equity
as at 30 June 2015
| Share capital | Share premium | Retained earnings | Foreign currency reserve | Capital redemption reserve | Merger reserve | Non- controlling interests | Convertible loan note | Total |
| £ | £ | £ | £ | £ | £ | £ | £ | £ |
Six months ended 30 June 2015 |
|
|
|
|
|
|
|
|
|
At 1 January 2015 | 2,304,398 | 6,063,208 | (11,531,728) | 39,467 | 43,333 | 2,416,667 | (166,885) | 100,216 | (731,304) |
Issue of shares | 352,836 | 723,314 | - | - | - | - | - | - | 1,076,150 |
Costs in respect of shares issued | - | (53,807) | - | - | - | - | - | - | (53,807) |
Total comprehensive income for the year | - | - | 416,454 | (39,467) | - | - | - | - | 376,987 |
Equity settled share based payments | - | - | 37,322 | - | - | - | - | - | 37,322 |
On disposal of subsidiary | - | - | - | - | - | - | 166,865 | (100,216) | 66,649 |
|
|
|
|
|
|
|
|
|
|
At 30 June 2015 | 2,657,234 | 6,732,715 | (11,077,952) | - | 43,333 | 2,416,667 | - | - | 771,997 |
Six months ended 30 June 2014 |
|
|
|
|
|
|
|
|
|
At 1 January 2014 | 2,288,898 | 6,059,750 | (7,722,515) | (3,874) | 43,333 | 2,416,667 | 598,512 | 89,293 | 3,770,054 |
Total comprehensive income for the year | - | - | (395,234) | - | - | - | (20,406) | - | (415,640) |
Issue of shares | 15,500 | 7,750 | - | - | - | - | - | - | 23,250 |
Costs in respect of shares issued | - | (4,292) | - | - | - | - | - | - | (4,292) |
Convertible loan note - equity component | - | - | - | - | - | - | - | 6,196 | 6,196 |
Equity settled share based payment | - | - | 4,887 | - | - | - | - | - | 4,887 |
Currency translation differences on foreign currency net investments | - | - | - | (126) | - | - | - | - | 4,768 |
|
|
|
|
|
|
|
|
|
|
At 30 June 2014 | 2,304,398 | 6,063,208 | (8,112,862) | (4,000) | 43,333 | 2,416,667 | 583,000 | 95,479 | 3,389,223 |
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
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Year ended 31 December 2014 |
|
|
|
|
|
|
|
|
|
At 1 January 2014 | 2,288,898 | 6,059,750 | (7,722,515) | (3,874) | 43,333 | 2,416,667 | 598,512 | 89,293 | 3,770,054 |
Total comprehensive income for the year | - | - | (3,809,213) | - | - | - | (771,232) | - | (4,580,445) |
Issue of shares | 15,500 | 7,750 | - | - | - | - | - | - | 23,250 |
Costs in respect of shares issued | - | (4,292) | - | - | - | - | - | - | (4,292) |
Convertible loan note - equity component | - | - | - | - | - | - | - | 10,933 | 10,933 |
Currency translation differences on foreign currency net investments | - | - | - | 43,341 | - | - | 5,855 | - | 49,196 |
|
|
|
|
|
|
|
|
|
|
At 31 December 2014 | 2,304,398 | 6,063,208 | (11,531,728) | 39,467 | 43,333 | 2,416,667 | (166,865) | 100,216 | (731,304) |
Statement of cash flows
for the six months ended 30 June 2015
|
| Unaudited | Audited | ||||
|
| Six months ended 30 June | Year ended 31 December | ||||
|
| 2015 |
| 2014 |
| 2014 | |
|
| £ |
| £ |
| £ | |
Operating activities |
|
|
|
|
|
| |
Operating loss |
| (105,453) |
| (273,322) |
| (512,322) | |
Gain on restructuring |
| (152,361) |
| - |
| - | |
Depreciation of property, plant and equipment |
| - |
| 1,484 |
| 2,946 | |
Amortisation of intangible assets |
| - |
| - |
| - | |
Increase in inventories |
| - |
| (1,008) |
| (977) | |
(Increase)/decrease in trade and other receivables |
| (14,174) |
| (965) |
| (17,483) | |
Increase/(decrease) in trade and other payables |
| 68,604 |
| (54,463) |
| 87,308 | |
Equity-settled share based payments |
| 37,322 |
| 4,887 |
| - | |
Other movement |
| (31,825) |
| 31,954 |
| 85,516 | |
|
|
|
|
|
|
| |
Cash flows from operating activities (continued operations) |
| (197,887) |
| (291,433) |
| (355,012) | |
Cash flows from operating activities (discontinued operations) |
| - |
| (78,035) |
| (102,701) | |
Cash generated from operations |
| (197,887) |
| (369,468) |
| (457,713) | |
|
|
|
|
|
|
| |
Financing activities |
|
|
|
|
|
| |
Issue of share capital |
| 1,076,150 |
| - |
| - | |
Proceeds received from issue of derivative financial asset |
| 12,055 |
| 93,020 |
| 148,578 | |
Cost of share issue |
| (53,807) |
| (4,292) |
| (4,292) | |
Convertible unsecured loan notes |
| - |
| 50,000 |
| 80,000 | |
|
| 1,034,398 |
| 138,728 |
| 224,286 | |
|
|
|
|
|
|
| |
Investing activities |
|
|
|
|
|
| |
Purchase of intangible assets |
| - |
| (12,494) |
| (12,333) | |
Purchase of property, plant and equipment |
| - |
| (199) |
| (196) | |
Finance income |
| 162 |
| 34 |
| 34 | |
Finance expense |
| - |
| (4,212) |
| (5,883) | |
|
|
|
|
|
|
| |
|
| 162 |
| (16,871) |
| (18,378) | |
|
|
|
|
|
|
| |
Net increase/(decrease) in cash and cash equivalents |
| 836,673 |
| (247,611) |
| (251,805) | |
Cash and cash equivalents at beginning of the period |
| 22,734 |
| 274,539 |
| 274,539 | |
|
|
|
|
|
|
| |
Cash and cash equivalents at end of the period |
| 859,407 |
| 26,928 |
| 22,734 | |
Notes to the Interim Financial Statements
for the six months ended 30 June 2015
1. Basis of preparation
The principal accounting policies used for preparing the Interim Accounts are those the Company expects to apply in its financial statements for the year ending 31 December 2015 and are unchanged from those disclosed in the Company's Report and Financial Statements for the year ending 31 December 2014.
The financial information for the six months ended 30 June 2015 and for the six months ended 30 June 2014 has neither been audited nor reviewed by the Company's auditors.
2. Earnings per ordinary share
The calculation of a basic earnings per share is based on the profit for the period attributable to equity holders of the Company and on the weighted average number of shares in issue during the period.
3. Share capital
On 15 April 2015 Company's share capital was re-organised through the consolidation of every 25,000 Existing Ordinary Share into one Consolidation Share; and thereafter each Consolidation Share was subdivided into 100 New Ordinary Shares and 1 New Deferred Share.
On 16 April 2015 the Company raised £1,076,150 through the issue of 35,283,591 New Ordinary Shares at £0.0305.
On 16 April 2015 the Company granted 2,847,116 options at an exercise price of £0.03 per share exercisable over a period of 10 years from the date of grant. On the same date, the Company granted 812,000 options at an exercise price of £0.03 per share exercisable over a period of 3 years from the date of grant.