RRE.L Regulatory News (RRE)

16 August 2016

RockRose Energy plc

("RockRose" or "the Company")

Interim Results

RockRose Energy plc announces its Interim Results for six months ended 30 June 2016. 

Highlights:

· On 13 January 2016 Rockrose was admitted to the Standard Listing segment of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange, raising £4.4million before expenses

· Business strategy remains focused on targeted acquisitions to deliver shareholder value

· Strong pipeline of deal flow:

o RockRose has evaluated over 35 targets across a number of geographies

o The Company remains in a number of processes

Andrew Austin, the Company's Executive Chairman commented:

"With the price of Brent back around $45 and security of UK energy supply back in the headlines, the relevance of RockRose has never been greater. Your Company is working hard to secure value creating acquisition opportunities. Since listing we have evaluated more than 35 targets and have been (or continue to be) in processes relating to 15 different assets.

"We have submitted bids for a number of assets. The market for assets continues to be illiquid. Many assets are offered for sale but there is often a lack of realism when it comes to value and few transactions are actually closing. However, we believe that the continued downturn in the market and the Brexit vote is increasing the number of reluctant but forced sellers of assets.

"I look forward to updating you in the near future on specific acquisition opportunities."

Enquiries:

CHAIRMAN'S STATEMENT

With the price of Brent back around $45 and security of UK energy supply back in the headlines, the relevance of RockRose has never been greater. Your Company is working hard to secure value creating acquisition opportunities. Since listing we have evaluated more than 35 targets and have been (or continue to be) in processes relating to 15 different assets. We have submitted bids for a number of assets. The market for assets continues to be illiquid. Many assets are offered for sale but there is often a lack of realism when it comes to value and few transactions are actually closing. However we believe that the continued downturn in the market and the Brexit vote is increasing the number of reluctant but forced sellers of assets.

We continue to have a very low level of general and administration expenses averaging at less than £45,000 per month.

I look forward to updating you in the near future on specific acquisition opportunities.

……………………………………

A.P. Austin

Executive Chairman

RESPONSIBILITY STATEMENT

The directors confirm that these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

· an indication of important events that have occurred during the first twelve months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the period;

and

· material related-party transactions in the first twelve months, and any material changes in the related party transactions described in the last interim report.

By order of the Board

……………………………………

Andrew Austin

15 August 2016

Executive Chairman

INDEPENDENT AUDITORS' REVIEW REPORT

Our conclusion

We have reviewed the condensed interim financial statements, defined below, in the interim financial report of Rockrose Energy Plc for the period ended 30 June 2016. Based on our review, nothing has come to our attention that causes us to believe that the condensed interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

This conclusion is to be read in the context of what we say in the remainder of this report.

What we have reviewed

The condensed interim financial statements, which are prepared by Rockrose Energy Plc, comprise:

· The condensed interim financial position as at 30 June 2016;

· The condensed interim income statement and condensed interim statement of comprehensive income for the period then ended;

· The condensed interim statement of cash flows for the period then ended;

· The condensed interim statement of changes in equity for the period then ended; and

· The notes to the condensed interim financial statements.

The condensed interim financial statements included in the interim financial report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

What a review of condensed interim financial statements involves

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

PwC Manual of accounting - Interim and preliminary reporting for the UK 2015

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed interim financial statements.

INDEPENDENT AUDITORS' REVIEW REPORT

Responsibilities for the condensed interim financial statements and the review

Our responsibilities and those of the directors

The interim financial report, including the condensed interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Our responsibility is to express to the Company a conclusion on the condensed interim financial statements in the interim financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of complying with the Disclosure and Transparency Rules of the Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

PricewaterhouseCoopers LLP

Chartered Accountants

London15 August 2016

CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2016

The notes are an integral part of these condensed interim financial statements.

CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

FOR THE PERIOD ENDED 30 JUNE 2016

These financial statements were approved by the Board of Directors on 15 August 2016 and were signed on its behalf by:

……………………………………

A. P. Austin

Director

The notes are an integral part of these condensed interim financial statements.

CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2016

Prior period adjustments

The Company has reclassified the initial public offering costs to offset against the share premium. The impact of this restatement is to increase the retained earnings by £775,184 and reduce share premium by the same amount.

The notes are an integral part of these condensed interim financial statements.

CONDENSED INTERIM STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 30 JUNE 2016

The notes are an integral part of these condensed interim financial statements.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2016

1 General information

Rockrose Energy Plc ('the Company') has been formed to make acquisitions of companies or businesses in the upstream oil and gas and power sector.

The Company is a public limited Company incorporated on 1 July 2015, which is listed on the London Stock Exchange and incorporated and domiciled in the UK. The address of its registered office is Dashwood House, 69 Old Broad Street, London.

These condensed interim financial statements were approved for issue on 15 August 2016.

These condensed interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.

The condensed interim financial statements have been prepared for the six months period from 1 January 2016 to 30 June 2016.

The results for the interim period to 31 December 2015 have been restated to reflect the representation of certain transaction costs directly associated with the issue of shares under the initial public offering which have been offset against share premium. Linking the equity transaction and costs of the transaction reflects the net proceeds received from the transaction in equity. Refer to note 11 for more details.

These condensed interim financial statements have been reviewed, not audited.

2 Basis of preparation

These condensed interim financial statements for the six months ended 30 June 2016 have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with IAS 34, 'Interim financial reporting', as adopted by the European Union. The condensed interim financial statements have been prepared in accordance with IFRSs as adopted by the European Union.

Going concern

These interim condensed consolidated financial statements have been prepared on a going concern basis.

The directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than twelve months from the date of this report. Accordingly they continue to adopt the going concern basis in preparing the interim condensed financial statements.

Segment reporting

In the opinion of the directors that the operations of the Company represent one segment, and are treated as such, when evaluating its performance. The chief operating decision maker is the Board of Directors. The Board of Directors reviews management accounts prepared for the Company when assessing performance.

Standards and amendments effective and relevant to the Company

The following standards and amendments became effective during the period:

IAS 1 Presentation of Financial Statements - Amendments resulting from the disclosure initiative.

3 Accounting policies

The Company has adopted all relevant standards, amendments and interpretations that are effective for accounting periods commencing 1 January 2016. A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2016, and have not been applied in preparing these financial statements. None of these is expected to have a significant effect on the financial statements of the Company.

The accounting policies applied in the preparation of these financial statements are set out below.

3.1 Cash and cash equivalents

Cash and cash equivalents in the statement of cash flows include cash in hand and deposits held with banks.

3.2 Financial assets

Financial assets within the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-resale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company determines the classification of its financial assets at initial recognition.

All financial assets are recognised initially at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e. the date that the Company commits to purchase or sell the asset.

The Company's financial assets include cash and trade and other receivables.

Loans and receivables: Loans and receivables are carried at amortised cost using the effective interest method if the time value of money is significant. Gains and losses are recognised in income when the loans and receivables are derecognised or impaired, as well as through the amortisation process. This category of financial assets includes trade and other receivables. Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash, are subject to insignificant risk of changes in value and have a maturity of three months or less from the date of acquisition.

Derecognition:  Financial assets are de-recognised when the rights to receive cash flows from the asset have expired.

Impairment of financial assets: The Company assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred 'loss event') and that loss event has an impact on the estimated future cash flows of the financial asset of the financial asset or the group of financial assets that can be reliably estimated.

Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

Financial assets carried at amortised cost: For financial assets carried at amortised cost the Company assesses individually whether objective evidence of impairment exists. If there is objective evidence that an impairment loss has incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial assets original effective interest rate.

The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the profit or loss. Financial assets together with the associated allowance are written off when there is no realistic prospect of future recovery. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is credited to finance costs in the profit or loss.

3.3 Financial liabilities

Initial recognition and measurement: All financial liabilities are recorded initially at fair value. The Company's financial liabilities include trade and other payables.

Subsequent measurement: After initial recognition, interest bearing borrowings are subsequently measured at amortised cost using the EIR. Gains and Gains and losses are recognised in the profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are an integral part of the EIR. The EIR amortisation is included in finance cost in the profit or loss.

Derecognition: A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the profit or loss.

Offsetting of financial instruments: Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

3.4 Share capital

Ordinary shares are classified as equity. The Company's share capital currently consists of ordinary shares.

3.5 Taxes

Current income tax: The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss.

Deferred tax: Deferred balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:

· The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

· Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

4 Estimates

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

In preparing these condensed interim financial statements, the significant judgements made by management in applying the Company's accounting policies and the key accounting estimates are the accruals and going concern evaluation. Other than the evaluation of going concern and accruals, the Company's financial statements do not contain any significant accounting estimates.

5 Financial risk management

As at 30 June 2016 the Company's financial instruments consisted of cash and cash equivalents, trade and other receivables and trade and other payables including accrued liabilities. With respect to all of these financial instruments, the Company estimates that their fair values approximate their carrying values at 30 June 2016 based on the nature of those instruments.

The Company's risk exposures and impact on the Company's financial instruments are summarised below:

Credit risk

The Company's credit risk is primarily attributable to cash, which is held in Metro bank and receivables from broker firms. Cash is deposited in a fairly new financial institution which is now becoming the trend for many businesses in the UK.

Market risk

(a) Interest rate risk

Cash balances do not generate material amounts of interest. There are no other interest bearing financial instruments therefore the Company is not exposed to interest rate risk.

(b) Foreign currency risk

All the balances as of 30 June 2016 and the transactions for the six month period then ended were denominated in UK £ which is the Company's functional and presentation currency. The Company is therefore not exposed to foreign currency risk.

Capital management

The capital of the Company is represented by the net assets attributable to holders of ordinary shares. The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern and fund development, in order to provide returns for shareholders and benefits for other stakeholders. The Company has not paid dividends, nor returned capital to the shareholder to date. The Company is not subject to externally imposed capital requirements.

6 Administrative expenses

These include commission and expenses payable under the Placing Agreement, registration, listing and admission fees, printing, advertising and distribution costs and professional advisory fees, including legal fees, and any other applicable expenses.

7 Taxation and deferred tax

Income tax expense is recognised based on management's estimate of the weighted average annual income tax rate expected for the full financial year. There is no income tax charge for the period.

Factors that may affect future tax charges

The Company has estimated losses of £337,647 available to carry forward against future profits. The Company has a potential deferred tax asset of £67,530 which has not been recognised on the above losses in the condensed interim financial statements. This is due to uncertainty when such losses will be utilised.

8 Trade and other receivables

Other receivables include cash receivables from broker's firm client account and unpaid share capital by the director, A. P. Austin, which is disclosed as related party transactions. Appleby Trust (Jersey) Limited (the ''EBT Trustee'') subscribed for 1,200,000 Ordinary Shares (1,200,000 @ £0.50 = £600,000) on behalf of the EBT. At Admission, these shares comprise 12 per cent of the issued share capital of the Company.

The EBT Trustee funded its subscription by way of a loan from the Company amounting to £600,000. The Company has no recourse under the loan to the assets of the EBT Trustee other than the proceeds of the sales of the shares. The proceeds of sale may not be sufficient for the EBT Trustee to repay the loan in full.

If the proceeds of the sale of its beneficial interest are greater than the amount the EBT Trustee is required to repay under the loan, the EBT Trustee may apply any surplus for future employee incentivisation arrangements.

The EBT Trustee will not normally exercise the voting rights of unvested Ordinary Shares held under the EBT but may exercise such rights on vested Ordinary Shares at the request of the relevant participants. Similarly, Ordinary Shares held under the EBT will not receive any dividends paid.

9 Cash and cash equivalent

10 Trade and other payables

11 Share capital and share premium

On incorporation, 1 July 2015, 1,200,000 ordinary shares of 5p at a price of 12.5p each were issued (equivalent to 300,000 shares at a price of 50p - £150,000). The payment for the ordinary shares of £150,000 was not made on incorporation but was made on 18 December 2015.

On 5 August 2015, a special resolution was passed to consolidate every four ordinary shares of 5p each into one ordinary share of 20p.

18 December 2015, a further 900,000 ordinary shares of 20p each were issued at a price of 50p per share.

On 22 December 2015 the Company entered into a loan agreement with Appleby Trust (Jersey) Limited pursuant to which the Company agreed to lend £600,000 to the EBT for the purpose of subscribing for 1,200,000 Placing Shares.

On 12 January 2016 the Company issued 8,800,000 new ordinary shares at a price of 50p per share amounting to gross proceeds of £4,400,000.

12 Earning per share

Basic earnings per share amounts are calculated by dividing the profit for the period by the weighted average of shares outstanding during the period.

The basic and diluted earnings per share are the same as there are no instruments that have a dilutive effect on earnings.

There have been no transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these financial statements.

13 Related party transactions

During the twelve month period ended 30 June 2016, the director, A P Austin, subscribed for 2,342,002 ordinary shares of 20p each in the capital of the Company at a price of 50p per share. At 30 June 2016, £21,001 remained unpaid and this is included in other receivables.

Key management compensation amounted to £107,500 for the six month ended 30 June 2016 as follows: