Last checked at 28 Apr 2017 07:00
For immediate release 28 April 2017
Senterra Energy plc
("Senterra" or the "Company")
Annual Report and Financial Statements
for the year ended 31 December 2016
Senterra is pleased announce its audited annual report and financial statements for the year ended 31 December 2016 ("2016 Report"), extracts of which are set out below.
The Company's 2016 Report is being posted to shareholders today and will shortly be made available from the Company's website at: http://senterraenergy.com/
In addition, a copy of the 2016 Report will be uploaded to the National Storage Mechanism and will be available for viewing shortly at http://www.morningstar.co.uk/uk/NSM
The financial information set out below does not constitute the Company's statutory accounts for the year ending 31 December 2016. The financial information for 2015 is derived from the statutory accounts for that year. The auditors, Crowe Clark Whitehill LLP, have reported on the 2016 accounts. Their report was unqualified and did not include a reference to any matters to which the auditors draw attention by way of emphasis without qualifying their report.
The preliminary announcement has been prepared on the basis of the accounting policies as stated in the financial statements for the year ended 31 December 2016. The information included in this preliminary announcement is based on the Company's financial statements which are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use by the European Union. The Company expects to publish full financial statements that comply with IFRS today.
For further information, please visit www.senterraenergy.com or contact:
Senterra Energy plc (Company) | |
Jeremy King | +44 (0) 20 3137 1904 |
Optiva Securities Limited (Joint Broker) | |
Christian Dennis | +44 (0) 20 3137 1902 |
Dowgate Capital Stockbrokers Limited (Joint Broker) | |
Jason Robertson and | +44 (0) 20 3903 7725 |
Neil Badger | +44 (0) 1293 517 744 |
Beaumont Cornish Limited (Financial Adviser) | |
Roland Cornish and Felicity Geidt | +44 (0) 20 7628 3396 |
Chairman's Statement
On behalf of the Board of Directors, it gives me great pleasure to present the financial statements of Senterra Energy plc (the "Company" or "Senterra") for the year ended 31 December 2016.
On 10 November 2015, Senterra's shares were admitted as a standard listing to trading on the London Stock Exchange's Main Market to take control of or invest in businesses within the oil and gas sector favouring companies with existing production and revenues where there would be scope for growth and attractive returns for shareholders.
On 22 February 2016, the Company announced that it continued to follow up on expressions of interest by other parties with opportunities outside that of the energy sector who had expressed interest in working with Senterra to facilitate a public listing.
On 23 May 2016, the Company announced that it had signed a non-binding letter of intent to acquire a SIM-card technology business based in Singapore (Oasis Smart Sim PTE Ltd) and dealings in the Company's shares were, accordingly, suspended pending the publication of a prospectus in relation to this transaction. The announcement referred to the possibility of a short-term loan being provided by the Company to this business but in the event this was not made.
At the General Meeting on 29 July 2016, shareholders gave their approval for the Company to evaluate opportunities outside of the oil and gas sector and to incur costs associated with such pursuit.
Due to the complexities of the SIM-card business being acquired, the work on preparing a prospectus took longer than originally anticipated and on 16 November 2016 the Company announced that the transaction had been terminated by Oasis and that trading in the Company's ordinary shares would therefore recommence.
The Board was naturally disappointed that Oasis had chosen to withdraw from the transaction at that late stage. However, the Directors believe that there continues to be other attractive businesses and technologies available for acquisition.
The Board believes that a replacement transaction will be found which could come from the oil and gas sector now that this sector has recovered. I am pleased to report that we are seeing attractive opportunities for investment in our original sector and the Board remains hopeful of being able to conclude a transaction to bring value to shareholders.
Kurt Portmann
Chairman
Statement of Comprehensive Income
for the year ended 31 December 2016
From 5 June 2015 to 31 December | ||||
2016 | 2015 | |||
£ | £ | |||
Continuing operations | ||||
Listing expenses | - | (128,347) | ||
Administrative expenses | (494,082) | (23,563) | ||
Operating loss | (494,082) | (151,910) | ||
Interest received | 1,027 | - | ||
Loss before taxation |
(493,055) |
(151,910) | ||
Taxation | - | - | ||
Loss for the year |
(493,055) |
(151,910) | ||
Other comprehensive loss for the year | - | - | ||
Total comprehensive loss for the year attributable to the equity owners |
(493,055) |
(151,910)
| ||
Loss per share | ||||
Basic and diluted (£ per share) |
(0.02) |
|
(0.02) | |
Statement of Financial Position
as at 31 December 2016
2016 | 2015 | |||
£ | £ | |||
Assets | ||||
Current assets | ||||
Other receivables | 3,609 | 1,109,294 | ||
Cash and cash equivalents | 680,835 | - | ||
Total current assets | 684,444 | 1,109,294 | ||
Total assets | 684,444 | 1,109,294 | ||
Equity and liabilities | ||||
Capital and reserves | ||||
Share capital | 270,000 | 270,000 | ||
Share premium | 945,501 | 945,501 | ||
Retained earnings | (644,965) | (151,910) | ||
Total equity | 570,536 | 1,063,591 | ||
Liabilities | ||||
Current liabilities | ||||
Other payables | 83,908 | 15,703 | ||
Deferred shares | 30,000 | 30,000 | ||
Total liabilities | 113,908 | 45,703 | ||
Total equity and liabilities | 684,444 | 1,109,294 | ||
|
Statement of Changes in Equity
for the year ended 31 December 2016
Share capital | Share premium | Retained earnings | Total | |
£ | £ | £ | £ | |
Comprehensive income for the period | ||||
Loss during the period | - | - | (151,910) | (151,910) |
Total comprehensive loss for the period | - | - | (151,910) | (151,910) |
Transactions with owners | ||||
Shares issued on incorporation | 1 | - | - | 1 |
Issue of new shares | 269,999 | 1,000,000 | - | 1,269,999 |
Share issue costs | - | (54,499) | - | (54,499) |
As at 31 December 2015 | 270,000 | 945,501 | (151,910) | 1,063,591 |
Comprehensive income for the year | ||||
Loss during the year | - | - | (493,055) | (493,055) |
Total comprehensive loss for the year | - | - | (493,055) | (493,055) |
As at 31 December 2016 | 270,000 | 945,501 | (644,965) | 570,536 |
Statement of Cash Flows
for the year ended 31 December 2016
From 5 June 2015 to 31 December | ||||
2016 | 2015 | |||
£ | £ | |||
Cash flow from operating activities | ||||
Operating loss | (494,082) | (151,910) | ||
Changes in working capital: | ||||
Decrease/(increase) in trade and other receivables | 1,105,685 | (1,109,294) | ||
Increase in trade and other payables | 68,205 | 15,703 | ||
Net cash generated from/ (used in) operating activities | 679,808 | (1,245,501) | ||
Cash flow from investing activities | ||||
Interest received | 1,027 | - | ||
Net cash generated from investing activities | 1,027 | - | ||
Cash flows from financing activities | ||||
Proceeds from issuance of shares, net of issue costs | - | 1,245,501 | ||
Net cash generated from financing activities | - | 1,245,501 | ||
Increase in cash and cash equivalents | 680,835 | - | ||
Cash and cash equivalents at beginning of the year | - | - | ||
Cash and cash equivalents at end of the year | 680,835 | - | ||
| ||||
| ||||
| ||||
| ||||
| ||||
Notes to the financial statements
1. General Information
The Company had not commenced substantive operations during the period under review. The address of the registered office of the Company at Dmh Stallard LLP, 6 New Street Square, New Street Square, London EC4A 3BF. The Company was formed to take control of or invest in businesses within the oil and gas sector.
2. Summary of Significant Accounting Policies
The Board has reviewed the accounting policies set out below and considers them to be the most appropriate to the Company's business activities.
a) Basis of Preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted for use by the European Union, and effective, or issued and early adopted, as at the date of these statements. The financial statements have been prepared under the historical cost convention as modified for financial assets carried at fair value.
The comparative financial figures cover the period from incorporation on 5 June 2015 to 31 December 2015.
b) Going concern
These financial statements have been prepared on a going concern basis, which assumes that the Company will continue to be able to meet its liabilities as they fall due for the foreseeable future. The Company meets its day to day working capital requirements through existing cash reserves. The Directors have prepared projected cash flow information for a period of at least twelve months from the date of their approval of the financial statements. On the basis of this cash flow information, the Directors consider that the company will continue to operate without the need for additional financing. Therefore, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
3. Critical accounting estimates and judgements
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates to be reasonable.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The Company's nature of operations is to act as a special purpose acquisition company. This significantly reduces the level of estimates and assumptions required.
4. Loss before income tax
The loss before income tax is stated after charging:
2016 | 2015 | |||
£ | £ | |||
Directors emoluments | 37,093 | 6,000 | ||
Fees payable to the company's auditors - - Audit of the company's annual accounts |
10,000 |
9,500 |
5. Income tax
Corporation tax is calculated at 20% of the estimated taxable profit for the period.
The charge for the period can be reconciled to the loss in the Statement of Comprehensive Income as follows:
2016 | 2015 | |||
£ | £ | |||
Loss before tax on continuing operations | (493,055) | (151,910) |
| |
Tax at the UK corporation tax rate of 20% | (98,611) | (30,382) |
| |
Tax effect of expenses that are not deductible in determining taxable profit |
59,880 |
25,669 |
| |
Change in unrecognised deferred tax assets | 38,731 | 4,713 |
| |
Tax charge for the period | - | - |
|
The Company has accumulated tax losses of £217,000 (2015 - £24,000). No deferred tax asset was recognised in respect of these accumulated tax losses as there is insufficient evidence that the amount will be recovered in future years.
6. Loss per share
The calculation of loss per share is based on the following loss and number of shares:
2016 | 2015 | |||
Loss for the period from continuing operations | £493,055 | £151,910 |
| |
Weighted average shares in issue | 27,000,000 | 6,961,905 |
| |
Loss per share | £0.02 | £0.02 |
|
Basic loss per share is calculated by dividing the loss for the period from continuing operations of the company by the weighted average number of ordinary shares in issue during the period. There are no potential dilutive shares in issue.
7. Share capital and share premium
Number of shares | Share capital | Share premium | |
£ | £ | ||
Issued and fully paid Ordinary shares of £0.01 each | |||
At 1 January 2016 and 31 December 2016 | 27,000,000 | 270,000 | 945,501 |
The company has one class of ordinary shares which carry no fixed right to income.
8. Directors emoluments
Details regarding Directors' remuneration can be found below. The Directors are considered to be the key management.
Name of Director | Remuneration detail | £ |
Kurt Portmann | Fee | 12,000 |
Jeremy King | Salary (including employer's NIC) | 13,093 |
Alberto Cattaruzza | Fee | 12,000 |
During the year, there were no staff costs (2015 - no staff costs) as no staff were employed by the Company, other than the Directors themselves.
9. | Related party transactions |
Key management are considered to be the Directors and key management personnel compensation has been declared in note 8.
During the year, the Company was charged fees and commission of £54,486 (2015 - £85,370) by Optiva Securities Limited, of which Jeremy King is also a director and shareholder. Of this balance, £nil (2015 - £49,999) has been charged to the share premium reserve.
| |
10. Subsequent events
There were no subsequent events after the reporting period.