3 May 2012 07:00
3 May, 2012
SeaEnergy PLC
("SeaEnergy" or the "Company")
Audited Results for the year ended 31 December 2011
SeaEnergy PLC (AIM: SEA) today announces its audited results for the year ended 31 December 2011.
Financial Highlights:
·; Disposal of the Company's interest in SeaEnergy Renewables Limited (SERL) in June 2011 resulting in gain of £32.8 million.
·; Profit for the year of £25.3 million (2010: loss of £5.7 million).
·; Earnings per share 37.08 pence (2010: loss per share 7.65 pence).
·; Net assets at 31 December 2011 £27.6 million (2010: £1.3 million)
·; Cash position at the end of 2011 of £21.9 million (2010: £0.1 million).
·; Proposed return of value to shareholders of 10 pence per share (2010: nil) equating to £6.9 million.
Post-reporting period highlights:
·; Refocussed strategy drawing on heritage in renewables and oil and gas, to build a group of innovative energy services businesses with three principal aspects:
o The provision of operations & maintenance ("O&M") service vessels from which to deliver technicians and services to offshore wind farms and other work sites;
o The acquisition of existing profitable services businesses which have the potential to add value synergistically; and
o The organic development of additional business services for the energy industry.
·; Governance improved by splitting roles of Chairman and Chief Executive, achieved through the appointment of David Sigsworth as Non-Executive Chairman and John Aldersey-Williams as Chief Executive.
·; Revised remuneration arrangements agreed, pending shareholder approval, which will more properly align shareholder and management interests.
·; Divestment of legacy oil and gas interests over time whilst protecting underlying value.
David Sigsworth, Chairman, said:
"2011 was a notable year for SeaEnergy as it realised considerable value by selling SERL - a significant proportion of which is to be returned to shareholders. We have now refocused the strategy to build a broad energy services business, drawing on our combined renewables and oil & gas heritage. We are continuing to pursue opportunities for the supply of specialist vessels and associated services in operations and maintenance for offshore wind, as well as the acquisition of complementary businesses and the in-house development of additional services. At the same time, we continue to manage the value of our legacy investments. SeaEnergy is at an exciting stage in its development, and looks forward to updating the market further on our continuing progress."
For further information contact:
SeaEnergy PLC | +44 1224 748480 | |
John Aldersey-Williams, Chief Executive | ||
Chris Moar, Finance Director | ||
Investec Bank plc - NOMAD | + 44 20 7597 4000 | |
James Grace | ||
David Flin | ||
Pelham Bell Pottinger - Public Relations | +44 20 7861 3232 | |
James Henderson | ||
Mark Antelme | ||
Philippe Polman |
www.seaenergy-plc.com
www.lansdowneoilandgas.com
Chairman's Statement
SeaEnergy PLC has made significant changes over the last year, and I am pleased to be able to report these to you in some detail.
I want to recognise the unique contribution made by Steve Remp, the former Executive Chairman, who retired in January. Steve founded the Group in 1977 and led it over many years and through various stages of development. Most recently Steve led SeaEnergy into the renewables sector, where the Company achieved the sale of SeaEnergy Renewables Limited ("SERL") to Repsol for a significant return on our investment.
Return of value
We are pleased to recommend the return of value to shareholders of 10 pence per ordinary share, subject to shareholder approval. This distribution reflects the crystallisation of value on the sale of SERL, and transfers a significant proportion of this gain to shareholders, whilst retaining sufficient capital to grow a sustainable and profitable business. We intend to make this distribution as soon as is practicable, and will set out the basis on which we propose to make this distribution in a separate Circular.
Governance
The Board has taken the opportunity to review the Company's corporate governance arrangements. Following the retirement of the former Executive Chairman, the Board has decided to split the roles of Chairman and Chief Executive in line with best practice. There are an equal number of executive and non-executive Directors, and the non-executive Chairman has a casting vote, maintaining the voting majority of the independent Directors, also in line with best practice.
The Board's principal priority is to set the strategy for the Company, whilst also providing leadership, ensuring that the necessary resources are available, reviewing management performance and setting the Company's values and standards. We have set out a statement of Vision and Values for the Company which is included at the start of the Annual Report. The Board has announced its newly refocused strategy, and has directed the executive team to deliver it. I have great confidence that this team, led by our new Chief Executive John Aldersey-Williams, will deliver sustainable growth on this basis. In addition to appointing both a new Chairman and Chief Executive, the Board has also redefined Steven Bertram's role as Commercial Director, playing to his core strengths and considerable experience in the sectors in which we operate.
Remuneration
Following an independent review, new remuneration arrangements which more properly align shareholder and executive management interests have been developed. These involve lower base salaries for the Executive team, together with a discretionary performance bonus and long term incentive arrangements which replace the previous contractual net profits bonus. Further details are disclosed in the Remuneration Report within the Annual Report and in a separate Circular.
Appointment of NOMAD
The Company was also pleased to announce the appointment of Investec Bank plc ("Investec") as its Nominated Adviser (NOMAD) and financial adviser. We are confident that Investec will help the Company to get its message across to the investment community, leading to a share price which more fairly represents the Company's value.
In summary, I am very pleased to be able to report that SeaEnergy PLC has positioned itself to build an innovative energy services business whilst, for the first time in many years, proposing a significant return of
value to shareholders and aligning its governance arrangements more closely with established best practice.
David Sigsworth
Chairman
Chief Executive's Statement
2011 was a transformational year for the Group, and my financial summary picks out the key aspects of the last 12 months. The main focus of this statement, however, is to look forward and to set out our strategic vision for the future of SeaEnergy.
Financial Summary
The clear financial highlight of 2011 was the conclusion of the sale of SERL to Repsol Nuevas Energias UK Limited. This resulted in the Group recording a profit of £25.3 million for the financial year compared with a
loss of £5.7 million in 2010.
Total operating expenses increased by 19% from £3.1 million in 2010 to £3.7 million in 2011, due mainly to continuing development work on the operations and maintenance vessel and other aspects of the new energy
services business.
Following the SERL sale, the Balance Sheet has strengthened considerably, with Group net assets now totalling £27.6 million at 31 December 2011 (2010: £1.3 million).
Accordingly, your Board is delighted to be able to recommend a distribution to shareholders of 10p per share, subject to shareholder approval. The Company is working with its advisers to determine how best to structure this return of value. Details will be set out in a separate Circular as soon as they have been finalised.
The proposed return of value will enable shareholders to participate directly in the value created from the sale of SERL, while the Company retains sufficient capital in the business to allow it to pursue the services strategy and a balance of distributable reserves which will make possible further distribution of value as the value of the legacy oil assets is realised.
Strategic update
Your Company has significantly refocused its strategy since the disposal of SERL.
The strategy is to build an innovative energy services business with three principal aspects: the provision of operations & maintenance (O&M) service vessels from which to deliver technicians and services to offshore
wind farms and other work sites, acquisitions of existing profitable services businesses which have the potential to add value synergistically, and the organic development of additional business services for the energy industry. These three aspects of our strategy are tied together by our unique heritage, which combines oil & gas and renewables experience and expertise, putting SeaEnergy in a distinctive position to apply the best experience from each sector for the benefit of both.
SeaEnergy has an established reputation for innovation in problem solving in the area of offshore wind farm access and O&M support, and has been developing additional concepts around optimizing manufacture, installation and commissioning of wind farms which are expected to give rise to further business opportunities over time.
Operations and Maintenance Support Vessels
Over the past two years, SeaEnergy has developed an innovative vessel design and concept of operations which offers a much higher level of safe access to offshore wind turbines than is currently achievable with small workboats or other access methods. Our vessel design has been validated by Det Norske Veritas, the Norwegian ship classification society, which has used the SeaEnergy design as the basis for a Class Notation (a defined and accepted technical definition) for offshore wind farm support vessels. The design and concept were also commended in the Carbon Trust's recent Offshore Wind Accelerator - Access competition, and its further development is attracting funding support from Scottish Enterprise. This support, together with keen interest among potential customers, including wind farm developers and wind turbine manufacturers, gives us confidence that the SeaEnergy design and concept of operations offer clear economic, performance, staff
morale and safety advantages over existing access concepts.
We can now expand a little on our earlier statement regarding potential industry partners. We are currently working to secure a relationship with a partner, whose strengths complement our own, allowing us to leverage
our leading market knowledge and innovative design and concept of operations, with that partner's operational and financial capacity, thereby achieving significant market presence and responding swiftly to demand. To this end, we are currently negotiating a joint venture with a large vessel owning and operating company to market, build and operate vessels in support of offshore wind farms in Northern European waters.
We have been actively promoting our design to potential customers, including wind farm development companies and wind turbine manufacturers, and have attracted significant interest and a number of commercial enquiries. We expect there to be a number of tenders for vessels of this type during the course of this year, and believe that we are well positioned to win this work.
Acquisitions
The SeaEnergy team has a detailed understanding of the service requirements of both the oil & gas and renewables sectors. We are applying this unique insight into identifying profitable companies whose services would complement the planned O&M-based business and which would benefit from the synergy opportunities gained from being part of a larger group. We have already identified a number of candidates and are working to secure our first acquisition.
Organic development - thought leadership
In developing the O&M vessel and concept of operations, and construction and installation strategies, SeaEnergy has been recognised as a thought leader in the offshore wind industry.
We have identified a number of options for building additional businesses which will build on this innovative reputation, offering strong prospects for generating revenues, whilst delivering genuinely valuable services to
the offshore energy client base. Our recruitment plans in this area are well developed, and we will make further announcements on this aspect of business development in due course.
Legacy oil & gas assets
We have announced our intention to realise the value of our legacy oil and gas assets over time.
Over the last year, we have protected and enhanced the value of our investment in Lansdowne Oil and Gas plc (LOGP) by investing additional capital which has allowed it to acquire 3D seismic and to drill the recent appraisal well on the Barryroe structure.
The success of this well, which tested at commercial flow rates of 4,000 barrels of oil equivalent per day, is expected to lead to Ireland's first commercial oil development. That result combined with the recently acquired 3D seismic should greatly enhance the prospects for a successful farm out of Lansdowne's exploration acreage in the region and has significantly boosted the value of our interest in the company.
It remains our intention to divest these interests over time, whilst protecting and enhancing the underlying value in the Company.
Outlook
SeaEnergy's newly refocused strategy is to develop a group of innovative energy service businesses which build durable, value-adding and profitable relationships with clients, thereby generating sustainable and growing returns for shareholders. This strategy is appropriate to SeaEnergy's resources, consistent with our vision and values, and both attractive and deliverable.
John Aldersey-Williams
Chief Executive
SeaEnergy PLC
Results for the year to 31 December 2011
Consolidated Balance Sheet
As at 31 December 2011
2011 | 2010 | ||
Audited | Audited | ||
Note | £'000 | £'000 | |
Assets | |||
Non- current assets | |||
Goodwill and other intangible assets | 4 | 2,279 | 6,453 |
Property, plant & equipment | 5 | 139 | 200 |
Investments in associates | 6 | 4,378 | 1,819 |
6,796 | 8,472 | ||
Current assets | |||
Trade and other receivables | 3,278 | 917 | |
Derivative financial instruments | 7 | - | 341 |
Cash and cash equivalents | 21,891 | 94 | |
25,169 | 1,352 | ||
Total assets | 31,965 | 9,824 | |
Liabilities | |||
Current liabilities | |||
Trade and other payables | 8 | (3,922) | (5,320) |
Loans and borrowings | 8 | - | (2,650) |
Provisions | (6) | (6) | |
(3,928) | (7,976) | ||
Non-current liabilities | |||
Deferred income tax liabilities | (437) | (472) | |
Other non-current liabilities | (14) | (32) | |
(451) | (504) | ||
Total liabilities | (4,379) | (8,480) | |
Net assets | 27,586 | 1,344 | |
Shareholders' equity | |||
Ordinary shares | 9 | 6,911 | 6,911 |
Share premium | 9 | 1,000 | 79,075 |
Special reserve | 10 | 4,778 | - |
Deficit on retained earnings | 10 | 14,897 | (84,381) |
Total equity attributable to owners of the parent | 27,586 | 1,605 | |
Non-controlling interest in equity | - | (261) | |
Total equity | 27,586 | 1,344 |
SeaEnergy PLC
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2011
2011 |
2010 | ||
Audited | Audited | ||
Note | £'000 | £'000 | |
Continuing operations | |||
Operating expenses | (3,662) | (3,082) | |
Operating loss | (3,662) | (3,082) | |
Finance income | 281 | 27 | |
Finance costs | (72) | (1,478) | |
Finance income / (costs) - net | 209 | (1,451) | |
Share of profit of associates and other movements | 180 | 863 | |
Loss before income tax | (3,273) | (3,670) | |
Income tax credit | 35 | 17 | |
Loss from continuing operations | (3,238) | (3,653) | |
Discontinued operations | |||
Profit / (loss) from discontinued operations (net of tax) | 11 | 28,578 | (2,015) |
Profit / (loss) for year | 25,340 | (5,668) | |
Attributable to: | |||
Owners of the parent | 25,628 | (5,283) | |
Non-controlling interests | (288) | (385) | |
Profit / (loss) for year | 25,340 | (5,668) | |
Profit / (loss) per share | 3 | ||
Basic | 37.08p | (7.65p) | |
Diluted | 37.08p | (7.65p) | |
Continuing operations | |||
Loss per share | |||
Basic | (4.27p) | (4.74p) | |
Diluted | (4.27p) | (4.74p) |
SeaEnergy PLC
Consolidated Statement of Changes in Equity
For the year ended 31 December 2011
Attributable to owners of the parent company | ||||||||
Group |
Share capital £'000 | Share premium £'000 |
Special reserve £'000 | Retained earnings restated £'000 |
Total equity £'000 |
Non-controlling interest £'000 |
Total equity £'000 | |
At 1 January 2010 | 6,809 | 78,658 | - | (79,424) | 6,043 | - | 6,043 | |
Loss for the financial year | - | - | - | (5,283) | (5,283) | (385) | (5,668) | |
Share based payment transactions | - | - | - | 326 | 326 | - | 326 | |
Issue of new shares - gross consideration | 102 | 417 | - | - | 519 | - | 519 | |
Non-controlling interest share subscription | - | - | - | - | - | 124 | 124 | |
At 31 December 2010 | 6,911 | 79,075 | - | (84,381) | 1,605 | (261) | 1,344 | |
At 1 January 2011 | 6,911 | 79,075 | - | (84,381) | 1,605 | (261) | 1,344 | |
Profit / (loss) for the financial year | - | - | - | 25,628 | 25,628 | (288) | 25,340 | |
Share based payment transactions | - | - | - | 353 | 353 | - | 353 | |
Court sanctioned capital reduction | - | (78,075) | 78,075 | - | - | - | - | |
Transfer to retained earnings | - | - | (73,297) | 73,297 | - | - | - | |
Disposal of subsidiary | - | - | - | - | - | 549 | 549 | |
At 31 December 2011 | 6,911 | 1,000 | 4,778 | 14,897 | 27,586 | - | 27,586 | |
SeaEnergy PLC
Consolidated Statement of Cash Flows
For the year ended 31 December 2011
Note |
2011 |
2010 | |
Audited | Audited | ||
£'000 | £'000 | ||
Net cash used in operating activities | 12 | (5,331) | (3,782) |
Cash flows from investing activities | |||
Disposal of subsidiary undertaking | 32,277 | - | |
Interest received | 96 | 6 | |
Acquisition of intangible assets | (775) | (1,145) | |
Acquisition of property, plant and equipment | (44) | (78) | |
Investment in associate | (1,739) | (304) | |
Amounts due by associates | - | (559) | |
Net cash generated by / (used in) investing activities | 29,815 | (2,080) | |
Cash flows from financing activities | |||
Interest paid | (481) | (2) | |
Proceeds from issuance of ordinary shares | - | 187 | |
Proceeds from derivative financial instruments | 453 | 2,338 | |
Payment of finance lease liabilities | (9) | (9) | |
Proceeds from borrowings | 1,280 | 1,150 | |
Repayment of borrowings | (3,930) | (500) | |
Net cash (used in) / generated by financing activities | (2,687) | 3,164 | |
Effect of exchange rate fluctuations on cash held | - | - | |
Net increase / (decrease) in cash and cash equivalents | 21,797 | (2,698) | |
Opening cash and cash equivalents | 94 | 2,792 | |
Closing cash and cash equivalents | 21,891 | 94 | |
Notes to the Financial Information
For the year ended 31 December 2011
1. Basis of Presentation
The consolidated financial information for the year ended 31 December 2011 has been prepared on the basis of International Financial Reporting Standards ("IFRS") accounting policies to be adopted in the financial statements for the year ended 31 December 2011.
The Directors have prepared the financial information on the going concern basis which assumes that the Group and Company and its subsidiaries will continue in operational existence for the foreseeable future.
The figures and financial information for the year ended 2011 do not constitute the statutory financial statements for that year under section 435 of the Companies Act 2006. The 2010 comparatives are derived from the statutory accounts for 2010 which have been delivered to the Registrar of Companies and received an unqualified audit report and did not contain a statement under the Companies Act 1985, s237(2) or (3).
2. Segmental Reporting
The Group has two operating segments being Renewable Energy and Oil & Gas. Discontinued operations are discussed in note 11. The Group's operations are concentrated within Europe, mainly in the UK. There has been no aggregation of the operating segments in reporting the segmental performance. During the year the Group disposed of its wind farm development business which had been classified in the Renewable Energy segment but is now shown as a discontinued operation. The Group intends to pursue other opportunities in the renewable energy sector.
The Chief Operating Decision Maker (the Board) monitors the operating results and segmental assets and liabilities of its operating segments separately for the purposes of making decisions and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the Consolidated financial statements. However, corporate overheads (including finance costs and finance income) are managed on a group basis and are not allocated to operating segments.
Oil & gas £'000 | Renewable energy £'000 | Corporate overheads £'000 | Group £'000 | |||
2011 | ||||||
Revenue | - | - | - | - | ||
Operating loss | (280) | - | (3,382) | (3,662) | ||
Share of associates (oil & gas) | 180 | |||||
Finance income net | 209 | |||||
Operating profit from discontinued operations (note 11) | 28,578 | |||||
Taxation | 35 | |||||
Profit for the year | 25,340 | |||||
2010 | ||||||
Revenue | - | - | - | - | ||
Operating profit / (loss) | 275 | - | (3,357) | (3,082) | ||
Share of associates (oil & gas) | 863 | |||||
Finance costs net | (1,451) | |||||
Operating loss from discontinued operations (note 11) | (2,015) | |||||
Taxation | 17 | |||||
Loss for the year | (5,668) |
Corporate overheads include employee costs, office costs and professional fees relating to the parent Company of the Group.
Group | Oil & gas £'000 | Renewable energy £'000 | Total continuing operations £'000 | Discontinued operations £'000 | Corporate unallocated £'000 | Group £'000 | ||||
2011 | ||||||||||
Segment assets | 6,618 | - | 6,618 | - | 25,347 | 31,965 | ||||
Segment liabilities | (465) | - | (465) | - | (3,914) | (4,379) | ||||
6,153 | - | 6,153 | - | 21,433 | 27,586 | |||||
2010 | ||||||||||
Segment assets | 4,140 | - | 4,140 | 4,361 | 1,323 | 9,824 | ||||
Segment liabilities | (537) | - | (537) | (4,069) | (3,874) | (8,480) | ||||
3,603 | - | 3,603 | 292 | (2,551) | 1,344 | |||||
Group | Oil & gas £'000 | Renewable energy £'000 | Total continuing operations £'000 | Discontinued operations £'000 | Corporate unallocated £'000 | Group £'000 | ||||
2011 | ||||||||||
Capital expenditure | ||||||||||
P,P&E | - | - | - | - | 44 | 44 | ||||
Intangibles | - | - | - | 1,817 | - | 1,817 | ||||
Non cash expenses | ||||||||||
Depreciation | - | - | - | 11 | 30 | 41 | ||||
Group | Oil & gas £'000 | Renewable energy £'000 | Total continuing operations £'000 | Discontinued operations £'000 | Corporate unallocated £'000 | Group £'000 |
| |||
2010 |
| |||||||||
Capital expenditure |
| |||||||||
P,P&E | - | - | - | 69 | 9 | 78 |
| |||
Intangibles | - | - | - | 3,295 | - | 3,295 |
| |||
| ||||||||||
Non cash expenses | ||||||||||
Depreciation | - | - | - | 21 | 30 | 51 |
|
3. Earnings per Ordinary Share
Earnings / (loss) per share attributable to owners of the parent arise from continuing and discontinued operations as follows:
(pence per share) | ||
2011 | 2010 | |
Loss per share attributable to owners of the parent arise from continuing operations as follows: | ||
- basic | (4.27) | (4.74) |
- diluted | (4.27) | (4.74) |
Earnings / (loss) per share for loss from discontinued operation attributable to the owners of the parent | ||
- basic | 41.35 | (2.91) |
- diluted | 41.35 | (2.91) |
Earnings / (loss) per share for loss from continuing and discontinued operations attributable to the owners of the parent | ||
- basic | 37.08 | (7.65) |
- diluted | 37.08 | (7.65) |
The calculations were based on the following information.
£'000 | £'000 | |
Earnings / (loss) attributable to owners of the parent | ||
- continuing operations | (2,950) | (3,268) |
- discontinued operation | 28,578 | (2,015) |
- continuing and discontinued operations | 25,628 | (5,283) |
Weighted average number of shares in issue | ||
- basic | 69,110,790 | 69,015,216 |
- diluted | 69,110,790 | 69,015,216 |
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume
conversion of all dilutive potential ordinary shares. The Company has one class of potential ordinary shares;
share options. Only share options that are exercisable at the reporting date are potential ordinary shares. The
lowest exercise price of exercisable share options is 34 pence per share. This is above the average market price
of the shares in issue for the year. On that basis none of the share options are considered dilutive. As a loss was
recorded for the prior period the issue of potential ordinary shares would have been anti-dilutive.
4. Goodwill and Other Intangible Assets
Other | Goodwill | Total | |
£'000 | £'000 | £'000 | |
Year ended 31 December 2010 | |||
Opening net book amount at 1 January 2010 | 2,669 | 489 | 3,158 |
Additions | 3,295 | - | 3,295 |
Closing net book amount at 31 December 2010 | 5,964 | 489 | 6,453 |
Year ended 31 December 2011 | |||
Opening net book amount at 1 January 2011 | 5,964 | 489 | 6,453 |
Additions | 1,817 | - | 1,817 |
Discontinued operations | (5,991) | - | (5,991) |
Closing net book amount at 31 December 2011 | 1,790 | 489 | 2,279 |
Other intangible assets
Oil and gas project expenditures, including geological, geophysical and seismic costs, are accumulated as
intangible fixed assets prior to the determination of commercial reserves. At 31 December 2011, such intangible
fixed assets totalled £1.8 million (31 December 2010: £1.8 million).
Renewable energy project expenditures were capitalised as intangible assets, where the Group's renewables
subsidiary had entered into Exclusivity Agreements, or a Zone Development Agreement, with The Crown Estate
in relation to proposed offshore wind farm sites. At 31 December 2011, such intangible fixed assets totalled £nil
(31 December 2010: £4.2 million).
The Directors have considered the need for impairment of all classes of intangible assets at the reporting date
and have concluded that no impairment adjustment is necessary.
5. Property, Plant and Equipment
Plant, fixtures and equipment £'000 | |
Cost | |
At 1 January 2010 | 507 |
Additions | 78 |
At 31 December 2010 | 585 |
Accumulated depreciation | |
At 1 January 2010 | 334 |
Charge for the year | 51 |
At 31 December 2010 | 385 |
Net book amount | |
At 31 December 2010 | 200 |
Cost | |
At 1 January 2011 | 585 |
Additions | 44 |
Discontinued operations | (105) |
At 31 December 2010 | 524 |
Accumulated depreciation | |
At 1 January 2011 | 385 |
Charge for the year | 41 |
Discontinued operations | (41) |
At 31 December 2011 | 385 |
Net book amount | |
At 31 December 2011 | 139 |
6. Investments
£'000 | |
Investments in associates | |
At 1 January 2010 | 652 |
Addition | 304 |
Impairment reversal | 1,416 |
Other net asset movements | (171) |
Share of loss for year | (382) |
At 31 December 2010 | 1,819 |
At 1 January 2011 | 1,819 |
Additions - subscriptions for new shares in cash | 1,714 |
Additions - conversion of loans | 665 |
Other net asset movements | 403 |
Share of loss for year | (223) |
At 31 December 2011 | 4,378 |
The Group's share of the results of its principal associates and its aggregated assets and liabilities are as follows:
Name | Country of incorporation | Status | Assets | Liabilities | Revenues | Loss | Per cent. interest held in ordinary shares by group |
2010 | |||||||
Lansdowne Oil & Gas plc | England | AIM listed | 5,195 | (817) | - | (223) | 24.68 |
Mesopotamia Petroleum Company Limited* | England | Private | - | - | - | - | 40.21 |
5,195 | (817) | - | (223) |
The closing mid-market price for Lansdowne at 31 December 2011 was 36.5p per share (2010: 13.75p per share)
* Mesopotamia Petroleum Company Limited had net liabilities at 31 December 2011. The investment has been written down to nil during 2009.
The unrecognised share of loss for the year relating to MPC was £20,000 (2010: £35,000).
7. Derivative Financial Instruments
2011 | 2010 | |
£'000 | £'000 | |
Current | - | 341 |
Non-current | - | - |
- | 341 |
During 2009 the Company entered into two derivative agreements. The Company issued shares by way
of placing in exchange for the right to receive the proceeds of monthly swap settlements. Under the swap
agreements the subscription monies were retained by the placee as collateral. Each settlement amount was
determined by the Company's share price and by interest on the notional balance outstanding during that
settlement period. Until the settlement of each swap the Company held the risk and reward of market changes.
On 4 September 2009, the Company arranged a placing of 15,000,000 ordinary 10p shares at a price of 50p per
share. The first placing tranche of 9,900,000 shares (Tranche A) was issued on 4 September 2009. The second
placing tranche of 5,100,000 shares (Tranche B) was issued on 24 September 2009 following the granting of the
requisite authority at a General Meeting of the Company's shareholders.
The Company also entered into derivative agreements, consisting of equity and interest rate swaps with a
notional principal value of £4.95 million and £2.55 million in relation to Tranche A and Tranche B respectively.
The final swap settlements occurred in May 2011.
At the end of the year, the fair value of the derivative agreements in accordance with IAS 39 was £nil (2010:
£300,000).
8. Trade and Other Payables, Loans and Borrowings
(a) Trade and Other Payables
Amounts falling due within one year; | 2010 £,000 | 2009 £,000 |
Accrued bonuses and national insurance | 3,254 | - |
Trade payables | 278 | 1,015 |
Other taxes and social security | 49 | 88 |
Accruals | 315 | 2,148 |
Amounts due under finance leases | 18 | 9 |
Other payables | 8 | 2,060 |
3,922 | 5,320 |
*Other payables include an amount of £nil (2010: £1.3 million) due to Schlumberger Offshore Services Limited under a debt deferral arrangement. This payable was settled by payment of £950,000 in July 2011.
(b) Loans and Borrowings
2011 £'000 | 2010 £,000 | |
Loan from shareholder | - | 2,650 |
In April 2008 the Company secured a borrowing facility in aggregate amount of £2 million (the "Facility"), to
provide additional working capital.
The Facility was made available by LC Capital Master Fund Ltd ("LC") a shareholder of the Company.
The Facility was subsequently increased in stages, ultimately to £4.3 million, until the loan and interest was
repaid in full on 29 June 2011 from the proceeds of the sale of the Company's subsidiary SeaEnergy Renewables
Limited.
9. Share Capital and Premium
Date |
Number of shares (thousands) |
Ordinary shares £'000 |
Share premium £'000 | Total £'000 | |
At 31 December 2009 | 68,089 | 6,809 | 78,658 | 85,467 | |
21 January 2010 | Issue of new shares | 149 | 15 | 75 | 90 |
2 February 2010 | Exercise of share options | 210 | 21 | 50 | 71 |
5 February 2010 | Issue of new shares | 588 | 59 | 274 | 333 |
18 February 2010 | Exercise of share options | 75 | 7 | 18 | 25 |
At 31 December 2010 | 69,111 | 6,911 | 79,075 | 85,986 | |
8 December 2011 | Court sanctioned capital reduction | - | - | (78,075) | (78,075) |
At 31 December 2011 | 69,111 | 6,911 | 1,000 | 7,911 |
The shareholders passed a Special Resolution on 29 July 2011 amending the Articles of Association by deleting
the amount of Authorised Share Capital and removing the maximum number of Ordinary Shares that may be
allotted. All ordinary shares have a par value of 10p per share. All issued shares are fully paid.
The Company passed a special resolution on 6 October 2011 to reduce its share premium account by
£78,075,000 that was confirmed by an Order of the Court of Session, Scotland.
The principal trading market for the shares in the UK is the London Stock Exchange's Alternative Investment Market ("AIM") on which the shares have been traded since 14 November 1996.
The following table sets forth, for the calendar quarters indicated, the reported highest and lowest price for the shares on AIM, as reported by the London Stock Exchange.
2011 | 2010 | |||
Pence per share | Pence per share | |||
High | Low | High | Low | |
First quarter | 41.8 | 22.0 | 71.2 | 38.0 |
Second quarter | 69.5 | 27.0 | 43.2 | 18.0 |
Third quarter | 30.5 | 24.1 | 32.0 | 17.0 |
Fourth quarter | 28.1 | 23.5 | 24.2 | 18.5 |
10. Retained Earnings and Special Reserve
Retained Earnings | |
Year ended 31 December 2010 | £'000 |
At 1 January 2010 | (79,424) |
Loss for the financial year | (5,283) |
Share based payments charge | 326 |
At 31 December 2010 | (84,381) |
Year ended 31 December 2011 | |
At 1 January 2011 | (84,381) |
Profit for the financial year | 25,628 |
Share based payments charge | 353 |
Court sanctioned capital reduction | 73,297 |
At 31 December 2011 | 14,897 |
Special Reserve | £'000 |
At 1 January 2010 and 31 December 2010 | - |
At 1 January 2011 | - |
Arising on court sanctioned capital reduction | 78,075 |
Transferred to retained earnings | (73,297) |
At 31 December 2011 | 4,778 |
The Special Reserve represents the balance held by the Company pursuant to an Undertaking which it was
required to give the Court in respect of creditor protection. The Undertaking required the transfer of £78.075 million from the Share Premium account to a Special Reserve upon the grant of the Court Order. In accordance with the terms of the Undertaking the Special Reserve has been reduced to £4.778 million at the year end and will be further reduced, and become distributable, as and when the related obligations at the date of the Court Order are satisfied.
11. Discontinued Operations
(a) SeaEnergy Renewables Limited
On 29 June 2011, the Company sold its 80.13% interest in SeaEnergy Renewables Limited ("SERL") in return for a cash consideration of £38.6 million. After transaction costs the Group recorded a gain of £33.4 million. As a result of the gain the Group has reported a substantial profit for the year. Contractual bonuses, including employer's national insurance, payable to the Executive Directors, on the after tax results of the Group have been provided for totalling £3.3 million. Of the total cash consideration £3.0 million has been retained by the purchaser and is scheduled to be received in June 2012.
The results of SERL for 2010 and 2011 are presented below:
2011 | 2010 | |
£'000 | £'000 | |
6 months | 12 months | |
Operating expenses | (1,312) | (1,985) |
Gain on disposal | 32,807 | - |
Bonuses payable | (3,254) | - |
Tax | - | - |
Profit / (loss) from discontinued operation | 28,241 | (1,985) |
Components of the Group gain on disposal were as follows:
£'000 | ||
Intangible assets | 5,991 | |
Property, plant and equipment | 64 | |
Investments | 25 | |
Trade and other receivables | 154 | |
Trade payables | (62) | |
Taxes and social security | (55) | |
Accruals | (3,281) | |
Amounts owed to parent company | (8,113) | |
Other creditors | (996) | |
Provisions | (2) | |
Net liabilities at date of disposal | (6,275) | |
Non-controlling interest before disposal | 549 | |
Net liabilities (net of non-controlling interest) | (5,726) | |
Cash consideration received for shares | 27,498 | |
Deferred consideration receivable in June 2012 | 3,000 | |
Disposal costs | (3,417) | |
Total consideration for shares after costs | 27,081 | |
Gain on disposal | 32,807 | |
In addition to the payments for SERL shares above totalling £30.5 million the amount owed to parent of £8.1 million was settled giving total cash proceeds of £38.6 million.
The net cash flows attributable to SERL were as follows:
2011 | 2010 | |
£'000 | £'000 | |
6 months | 12 months | |
Operating cash flows | (812) | (1,780) |
Investing cash flows | (775) | (1,212) |
Financing cash flows | 1,572 | 3,002 |
Net cash (outflow) / inflow | (15) | 10 |
(b) Schlumberger
The outstanding debt of £1.3 million due to Schlumberger as at 31 December 2010 related to a historic gas field development. On 18 July 2011 the Company agreed with Schlumberger to settle the debt by a cash payment of £950,000. The interest accrued on this debt has also been classified within discontinued operations.
2011 | 2010 | |
£'000 | £'000 | |
Credit to operating expenses | 352 | - |
Interest payable | (15) | (30) |
Tax | - | - |
Profit / (loss) from discontinued operation | 337 | (30) |
The net cash flows attributable to the settlement were as follows:
2011 | 2010 | |
£'000 | £'000 | |
Operating cash flows | (541) | - |
Investing cash flows | - | - |
Financing cash flows | (409) | - |
Net cash outflow | (950) | - |
12. Reconciliation of Profit / (Loss) before Income Tax to Cash used in Operations
2011 | 2010 | |
£'000 | £'000 | |
Loss for year from continuing operations | (3,273) | (3,670) |
Profit / (loss) before tax from discontinued operations | 28,578 | (2,015) |
Profit / (loss) before tax | 25,305 | (5,685) |
Adjustments for: | ||
Net finance expense | (209) | 1,451 |
Tax on continuing operations | (35) | (17) |
Depreciation of property, plant and equipment | 41 | 51 |
Gain on sale of subsidiary | (32,807) | - |
Equity settled share-based payment transactions | 353 | 326 |
Payroll costs settled in shares | - | 332 |
Impairment of investment in associate | - | (1,416) |
Share of associate (profit) / loss and other movements | (180) | 553 |
Operating cash flows before movements in working capital | (7,532) | (4,405) |
Change in trade and other receivables | (107) | 243 |
Change in trade and other payables | 2,273 | 360 |
Change in provisions | 35 | 20 |
Net cash used in operating activities | (5,331) | (3,782) |
13. Related Party Transactions
(a) Directors
During 2010 and 2011 Directors voluntarily agreed to defer contractual payments as summarised below:
As at 30 June | As at 31 December | ||||
2011 | 2010 | ||||
Salary | Pension | Fees | £'000 | £'000 | |
SE Remp | 28 | 90 | - | 118 | 59 |
SR Bertram | 37 | 25 | - | 62 | 20 |
CG Moar | 33 | 21 | - | 54 | 16 |
SG Lampe | - | - | 31 | 31 | 19 |
D Sigsworth | - | - | 6 | 6 | 3 |
JH Aldersey-Williams | - | - | 6 | 6 | 3 |
DK Laing | - | - | 5 | 5 | 3 |
98 | 136 | 48 | 282 | 123 |
No guarantees were given by the Company and no interest was charged on the outstanding balances.
All deferred amounts were settled in the second half of 2011.
(b) Directors
In addition to his Board fees as a Non-Executive Director, J H Aldersey-Williams undertook consultancy. The fees for the consultancy totalled £149,000 (2010: £88,000).
In addition to his role as a Non-Executive Director, DK Laing is a partner in Ledingham Chalmers, legal advisers to the Company. The Company incurred legal fees of £193,000 (2010: £57,000) for services provided by Ledingham Chalmers.
None of these amounts are reflected in the table above.
(c) Associates
The Group has made payments for administrative expenses on behalf of its associate company Mesopotamia
Petroleum Company Limited ("MPC"). The balance owed by MPC to the Group as at 31 December 2011 is
£331,000 (2010: £313,000). It is unsecured. In January 2011 the Company, along with all other MPC creditors,
agreed to defer the amount owed by MPC until January 2013. No interest is charged and no guarantee has been
given. The Company has made full provision against this debt.
The Group made payments for administrative expenses on behalf of its associate company Lansdowne Oil & Gas plc ("Lansdowne"). The balance owed by Lansdowne to the Group as at 31 December 2011 is £2,000 (2010: £580,000). No provision was made at 31 December 2011 (2010: £nil).
(d) Compensation of key management personnel
2011 £'000 | 2010 £'000 | |
Short term employee benefits | 3,546 | 677 |
Post employment benefits | 100 | 101 |
Share based payment | 217 | 221 |
National insurance | 489 | 87 |
4,352 | 1,086 |
(e) Disposal of SERL
J Staadecker, a former director of SERL, who has also been a director of SeaEnergy PLC in the last 12 months, had a 4.23 per cent. interest in the issued share capital of SERL which was acquired by Repsol, and as a result the Disposal was deemed to be a related party transaction under AIM Rule 13. The Directors having consulted with the Company's then nominated adviser, Ambrian Partners, considered that the terms of the Disposal were fair and reasonable as far as Shareholders were concerned.
In recognition of the extent of the financial support afforded to the Company by LC Capital over the last few years, principally LC Capital's recent agreement to (i) increase the amount of the LC Loan, (ii) the various extensions to the repayment date of the LC Loan, the Board agreed to pay to LC Capital £767,500. This fee was paid by the Company at the same time as it retired the LC Loan on Completion of the SERL disposal.
S Lampe is a managing member of Lampe Conway & Co, LLC, the investment manager of LC Capital. Accordingly, the payment of the LC Loan Fee was deemed to be a related party transaction in terms of AIM Rule 13. The Directors (other than Steven Lampe), having consulted with the Company's then nominated adviser, Ambrian Partners, considered that the terms of the LC Loan Fee were fair and reasonable insofar as the Shareholders were concerned.
14. Post Balance Sheet Events
On 26 January 2012 S Remp retired as Executive Chairman of the Company and acquired certain non-core group oil & gas assets in Montenegro which had been written down to zero value some years ago. These comprised the wholly owned subsidiaries Medusa Oil & Gas Limited and Medusa Montenegro Limited which historically held the Company's interests in that country. Mr Remp acquired these subsidiaries through his company Gasmonte Limited which paid nil current consideration for the assets but the Group will be entitled to participate in any future realisations made by Mr Remp and /or Gasmonte Limited to a maximum extent of US $20 million which is approximately twice the Group's historic costs associated with its interests in Montenegro. This has allowed the Group to retain a significant potential upside whilst avoiding the management time and ongoing costs involved in resolving past disputes and advancing the opportunities.
15. Contingent Liability
Under the terms of a joint venture ("JV") agreement dated 26 February 2009 between the Iraqi Drilling Company ("IDC") and the Company's associate Mesopotamia Petroleum Company Limited ("MPC"), MPC was required to confirm its share of the initial JV funding by a prescribed date and failure to do so was to result in liability for a penalty of US $ 2.2 million. MPC's liability for this penalty was guaranteed jointly and severally by the Company, another MPC shareholder and an associate of that shareholder.
In July 2009 IDC unilaterally purported to terminate the JV while MPC argued that it was entitled to an extension of the date by which its share of JV funding was to be confirmed.
In October 2011 IDC commenced an action against MPC in the Specialised Commercial Court in Baghdad
claiming payment of the penalty sum. MPC has responded on the basis that the JV agreement provides for arbitration of all JV disputes by international arbitration in Cairo. The Baghdad Court has not yet issued a judgement on the procedural question of whether it has jurisdiction to hear the case.
16. Annual Report, Financial Statements and Annual General Meeting
The Annual Report and Financial Statements will be posted to shareholders shortly and will be available from the Company's website www.seaenergy-plc.com and from Britannia House, Endeavour Drive, Arnhall Business Park, Westhill, Aberdeenshire AB32 6UF. A Circular, detailing the Annual General Meeting business, will be posted separately to shareholders as soon as details of the distribution to shareholders are finalised.