XPL.L Regulatory News (XPL)

31 July 2015

Xplorer plc

("Xplorer" or the "Company")

Final Results for the Year to 31 March 2015

Xplorer plc (LSE: XPL), a business formed for the purpose of acquiring an undervalued company, business or asset that has operations in the oil and gas sector, reports its Final Results for the year ended 31 March 2015.

All financial amounts are stated in GBP British pounds unless otherwise indicated.

Chairman's Statement

The year to 31 March 2015 was a frustrating period, as the Board and their advisers worked hard to progress a transaction. The dramatic fall in oil prices during the year (the spot price of Brent Crude fell from $105.62 to $56.21 per barrel) made negotiations for any transaction very difficult, and the economics of prospective projects moved violently as a result. This hard work eventually bore fruit with the announcement on 21 July 2015 regarding the signing of the memorandum of understanding (the "MoU") for the acquisition of a significant working interest in five shallow offshore exploration permits off the coast of Morocco (the "Proposed Acquisition").

Xplorer has negotiated the acquisition from Teredo International Limited ("Teredo") of Teredo Morocco Limited, which holds a 36.75% working interest in the Boujdour permit ("Boujdour") in return for Teredo being issued 56% of the post-Proposed Acquisition but pre-fundraising enlarged share capital of the Company. Boujdour consists of five shallow offshore exploration permits off the coast of Morocco. Boujdour is prospective for both oil and gas, and is estimated to have mean net un-risked prospective resources of 463.4 MMBOE (millions of barrels of oil equivalent), of which 31.07 MMBOE are categorised P90 and 182.65 MMBOE are categorised P50 (Source: independent resource report produced by Sproule, a Canadian based oil and gas consultancy, dated 31 March 2014). The other working interest holders in Boujdour are Glencore plc (38.25%) who are our partner on the project and act as operator, and Office National des Hydrocarbures et des Mines (25%), a Moroccan government agency.

The Proposed Acquisition is conditional, inter alia, on Xplorer raising additional equity finance for which there is no certainty that the Company will be able to conclude successfully, and the Board are now working with its advisers to complete the fundraising. The Proposed Acquisition, if exchanged and completed, would constitute a reverse takeover ("RTO") under the Listing Rules. The Company continues to be unable to provide a full disclosure under Rule 5.6.15 of the Listing Rules at this time, and thus the Company's shares will remain suspended. 

The Board expects to make further announcements shortly on the progress of the Proposed Acquisition.

Further information regarding the Final Results for the year ended 31 March 2015 can be found below.

Enquiries:

Operational Review

Xplorer plc was established for the purpose of acquiring a company, business or asset that has operations in the oil and gas exploration and production sector that it will then look to develop and expand.

The Company has not as yet traded and no material level of interest income has been received to date. Since incorporation, its expenses have related to professional and associated expenses related to the Standard Listing, Placing, Advisory and Consultancy Fees, along with general administration expenses. These expenses have been met from the proceeds of the issue of Shares which have been the only sources of cash for the Company to date.

The Board is responsible for the Company's business strategy and its overall supervision, including the identification and assessment of acquisition opportunities, the approval, structuring and execution of acquisitions and determination and execution of strategy for the acquired companies, businesses or assets. The Board has considerable experience in identifying acquisition targets and in executing such transactions.

Financial review

Loss for the year

In the year to 31 March 2015 the Company incurred expenditure in the assessment and appraisal of a number of opportunities in accordance with the Company's investment strategy, including legal advice and consultancy fees, in addition to general administrative expenditure.

The Company incurred a loss for the year to 31 March 2015 of £1,137,764 (31 March 2014 - loss of £1,026,010).

Cash flow

Cash used in operations totaled £728,815 (31 March 2014 - £418,792).

Closing cash

As at 31 March 2015, the Company held £10,453 in the bank account (31 March 2014 - £221,768).

Statement of Comprehensive Income

for the year from 1 April 2014 to 31 March 2015

The notes to the financial statements form an integral part of these financial statements

Statement of Financial Position

as at 31 March 2015

The notes to the financial statements form an integral part of these financial statements

Statement of Changes In Equity

for the year from 1 April 2014 to 31 March 2015

Share capital comprises the ordinary and deferred issued share capital of the Company.

Retained earnings represent the aggregate retained earnings of the Company.

The notes to the financial statements form an integral part of these financial statements

Statement of Cash Flows

for the year from 1 April 2014 to 31 March 2015

The notes to the financial statements form an integral part of these financial statements 

Notes to the Financial Information

1. General Information

The Company was incorporated in England and Wales on 12 March 2012 as a public limited company. The Company did not trade during the financial year ended 31 March 2015, however consultancy and legal fees as well as general administration expenses were incurred.

The Company's registered office is located at 4th Floor, 24 Hanover Square, London, W1S 1JD.

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.

At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the company. The Directors anticipate that all of the pronouncements will be adopted in the company's accounting policies for the first period beginning on or after the effective date of the pronouncement.

The Company has not early adopted amended standards and interpretations which are currently in issue but not effective for accounting periods commencing on 1 April 2014 as adopted by the EU. The Directors do not anticipate that the adoption of standards and interpretations will have a material impact on the Company's financial statements in the periods of initial application.

b) Significant accounting judgements, estimates and assumptions

Management have considered the significant accounting judgements, estimates and assumptions used within the non-statutory financial statements and

The going concern basis of accounting have as been applied as Management are aware of activities since the year end which support the future of the Company (disclosed in events after the period).

Management do not consider there to be any other significant judgements and assumptions which would materially affect the financial statements.

c) Financial Instruments

Financial assets and liabilities are recognised in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument. The Company currently does not use derivative financial instruments to manage or hedge financial exposures or liabilities.

d) Trade and Other Receivables and Payables

Trade and other receivables and trade and other payables are initially recognised at fair value. Fair value is considered to be the original invoice amount, discounted where material, for short-term receivables and payables. Long term receivables and payables are measured at amortised cost using the effective interest rate method.

e) De-recognition and Impairment of Financial Assets and Liabilities

i. Financial Assets

A financial asset is derecognised where:

· the right to receive cash flows from the asset has expired;

· the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a pass-through arrangement; or

· the Company has transferred the rights to receive cash flows from the asset, and either has transferred substantially all the risks and rewards of the asset or has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

ii. Financial Liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Where 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 statement of comprehensive income.

f) Reserves

Retained earnings represent the cumulative retained losses of the company at the reporting date.

g) Taxation

Current Tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and the tax laws used to compute the amount are those that are enacted or substantively enacted by the statement of financial position date.

Deferred Tax

Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions:

· where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting nor taxable profit or loss;

· in respect of taxable temporary differences associated with investment in subsidiaries, associates and joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future and

· deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised.

Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the statement of financial position date.

The carrying amount of deferred income tax assets is reviewed at each statement of financial position date. Deferred income tax assets and liabilities are offset, only if a legally enforcement right exists to set off current tax assets against current tax liabilities, the deferred income taxes related to the same taxation authority and that authority permits the Company to make a single net payment.

Income tax is charged or credited directly to equity if it relates to items that are credited or charged to equity. Otherwise income tax is recognised in the statement of comprehensive income.

h) Segmental Reporting

For the purpose of IFRS 8 the chief operating decision maker ("CODM") takes the form of the Directors. The Directors are of the opinion that the business comprises of a single economic activity, being the acquisition of businesses or assets in the Natural Resource sector and the currently this activity is undertaken solely in the United Kingdom. All of the income and non-current assets are derived from the United Kingdom. No single customer accounts for more than 10% of income. At meetings of the Directors, income, expenditure, cash flows, assets and liabilities are reviewed on a whole Company basis. Based on the above considerations there is considered to be one reportable segment only namely the acquisition of businesses or asset in the Natural Resources Sector.

Therefore the financial information of the single segment to the same as that set out in the company statement of comprehensive income, company statement of financial position, the company statement of changes to equity and the company statement of cashflows.

i) Financial Risk Management Objectives and Policies

The Company does not enter into any forward exchange rate contracts.

The main financial risks arising from the Company's activities are cash flow interest rate risk, liquidity risk, price risk (fair value) and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised as:

Cash Flow Interest Rate Risk - the Company's exposure to the risk of changes in market interest rates relates primarily to the Company's overdraft accounts with major banking institutions.

The Company's policy is to manage its interest income, when received, using a mixture of fixed and floating rate deposit accounts.

Liquidity Risk - the Company raises funds as required on the basis of budgeted expenditure and inflows. When funds are sought, the Company balances the costs and benefits of equity and debt financing. When funds are received they are deposited with banks of high standing in order to obtain market interest rates.

Price Risk - the carrying amount of the following financial assets and liabilities approximate to their fair value due to their short term nature: cash accounts, accounts receivable and accounts payable.

Credit Risk - with respect to credit risk arising from other financial assets of the Company, which comprise cash and time deposits and accounts receivable, the Company's exposure to credit risk arises from default of the counterparty, with a minimum exposure equal to the carrying amount of these instruments. The credit risk on cash is limited as cash is placed with substantial financial institutions.

j) Borrowings

Borrowings are recorded in accordance with IAS 32, which requires the separate recognition of the equity and debt portions of any convertible loans.

k) Events After the End of the Reporting Year

Post year-end events that provide additional information about the Company's position at the statement of financial position date and are adjusting events are reflected in the financial statements. Post year-end events that are not adjusting events are disclosed in the notes when material.

Following the year end on 21 July 2015 the Company announced it has signed a memorandum of understanding for the acquisition of a significant working interest in five shallow offshore exploration permits off the coast of Morocco.

There was a further share issue of ordinary shares on 4 June 2015, whereby 1,237,500 shares of £0.001 each nominal value were issued at £0.08 paid per share, raising proceeds of £99,000 for the Company.

l) Equity

Equity instruments issued by the Company are recorded net at proceeds after direct issue costs.

m) Going Concern

The Company's business activities and financial position, together with the factors likely to affect its future development, performance and position are set out in the front end of the financial statements.

The Directors have carried out a detailed assessment of going concern as part of the financial reporting process, taking into consideration a number of matters including forecast cash flows, medium and long term business plans and expectations.

Following the events since the year end, whereby the memorandum of understanding has been signed for the acquisition and further share issue raise, the Directors feel this has improved the company's prospects and on the basis of this assessment, the Directors have concluded that it is appropriate to prepare the financial statements on a going concern basis.

3. Loss before income tax

The loss before income tax is stated after charging:

4. Income tax

Analysis of charge in the year

The Company has accumulated tax losses arising in the UK of approximately (£2,254,257) that are available, under current legislation, to be carried forward against future profits.

No deferred tax asset has been recognised in respect to these losses due to the uncertainty of future trading profits.

5. Loss per share

The calculation of loss per share is based on the following loss and number of shares:

Basic loss per share is calculated by dividing the loss for the year from continuing operations of the company by the weighted average number of ordinary shares in issue during the year.

There are no potential dilutive shares in issue.

6. Fixed Assets

Depreciation Policy - assets are depreciated at 25% on a reducing balance basis over their expected useful lives.

7. Trade and other receivables

There are no material differences between the fair value of trade and other receivables and their carrying value at the year end.

No receivables were past due or impaired at the year end.

8. Cash and cash equivalents

9. Called up share capital

On 11 July 2013 following the company's listing on the London Stock Exchange, 6,250,000 new Ordinary Shares of £0.001 nominal value were issued, fully paid at £0.16 per share.

Also on 11 July 2013 following the company's listing on the London Stock Exchange, the convertible loan notes of £100,000 were fully converted into 1,250,000 new Ordinary Shares of £0.001 nominal value, fully paid at of £0.08 per share.

On 28 March 2014 a further issue took place of 1,125,000 new Ordinary Shares of £0.001 nominal value, fully paid of £0.46 per share.

Following this year end a further share issue took place on 4 June 2015 of 1,237,500 of £0.001 nominal value, fully paid at a premium of £0.08 per share.

The ordinary shares have attached to them full voting, dividend and capital distribution rights (including on a winding up). The ordinary shares do not confer any rights of redemption.

The deferred shares have attached to them no rights to dividends until the holders of the ordinary shares have received £100,000,000 for each ordinary share held by them. The right to partake in a capital distribution (including on a winding up) once the holders of the ordinary shares have received the sum of £1,000,000 per ordinary share. No right to attend or vote at a general meeting of the company.

Summary of Share Capital and Movements during the year

10. Share Premium

Summary of Share Premium

11. Trade and other payables

12. Related party disclosures

Non-executive Director John Roddison is also a director of Brown McLeod Limited which has provided consulting services to the Company. The total fees charged for the year amounted to £24,000 (2014 - £24,000), all of which was for non-executive Director fees. Brown McLeod also provided accountancy services to Xplorer PLC, for which a total of £24,000 (2014 - £18,000) has been paid during the year.

Non-executive Director Christopher McAuliffe is also a director of Sprint Capital Management Limited which has provided consulting services to the Company. The total fees charged for the year amounted to £24,000 (2014 - £134,000), all of which was for non-executive Director fees.

Non-executive Director Jacqueline Lim is also a director of Sprint Capital Management Limited which has provided consulting services to the Company. The total fees charged for the year amounted to £24,000 (2014 - £134,000), all of which was for non-executive Director fees.

Non-executive Director John Davies is also a director of Davenport Capital Limited which has provided consulting services to the Company. The total fees charged for the year amounted to £36,000 (2014 - £27,000), all of which was for non-executive Director fees.

At the year end the following amounts were outstanding from related parties:

£55,925 included within other creditors was due to Brown McLeod Ltd in relation to accounting fees, share of rent and directors fees. Xplorer Plc director John Roddison is also a director of Brown McLeod Limited. (2014 - £4,800 re fees outstanding)

£48,000 included within other creditors was due to Sprint Capital Management Limited for unpaid director's fees. Xplorer Plc directors Jacqueline Lim and Christopher McAuliffe are also directors of Sprint Capital Management Limited. (2014 - £237,316 re unpaid director's fees and unpaid share capital outstanding)

£36,000 included within other creditors was due to Davenport Capital Limited for unpaid director's fees. John Davies is also a director of Davenport Capital Ltd (2014 - nil).

13. Directors emoluments

Details concerning Directors remuneration can be found below. The Directors are considered to be the key management.

31 March 2015

31 March 2014 - Comparatives

Further information concerning Directors remuneration can be found in the Directors Remuneration report.

14. Financial instruments

As at 31 March 2015, the Company's financial assets comprised £24,180 of cash and trade and other receivables.

The Company's principal financial instruments comprise cash balances, accounts payable and accounts receivable arising in the normal course of its operations.

The financial instruments of the Company at year-end are:

a) Interest rate risk

The Company has floating rate financial assets in the form of deposit accounts with major banking institutions; however, it is not currently subjected to any other interest rate risk.

Based on cash balances at the statement of financial position date, a rise in interest rates of 1% would not have a material impact on the profit and loss of the company.

b) Liquidity risk

The Company regularly reviews its major funding positions to ensure that it has adequate financial resources in meeting its financial obligations. The Company takes liquidity risk into consideration when deciding its sources of funds.

c) Credit risk

The Company had receivables of £13,727 at 31 March 2015. Company receivables of £13,727 at the year end were not past due, and the Directors consider there to be no credit risk arising from these receivables.

d) Capital risk management

The Company defines capital as the total equity of the Company. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

e) Fair value of financial assets and liabilities

There are no material differences between the fair value of the Company's financial assets and liabilities and their carrying values in the financial information.

15. Borrowings Facilities

There are no borrowing facilities currently in use.

16. Capital Management Policy

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Company consists of borrowings and equity attributable to equity holders of the Company, comprising issued share capital and reserves.

17. Pension Commitments

The Company has no pension commitments at the year end.

18. Dividends

No dividends have been proposed. There were nil dividends in the prior period (end 31 March 2014).

19. Staff Costs

During the year to 31 March 2015 there were no staff costs as no staff were employed by the company, other than the directors fees as disclosed in note 12.

20. Ultimate Controlling Party

The Directors have determined that there is no controlling party as no individual shareholder holds a controlling interest in the Company.

21. Subsequent events

On 21 July 2015, the Company announced it has signed a memorandum of understanding for the acquisition of a significant working interest in five shallow offshore exploration permits off the coast of Morocco.

Also on 4 June 2015 there was a further share issue for 1,237,500 new shares of £0.001 nominal value at a price paid of £0.08 per share, raising a further £99,000 for the Company.

22. Copies of the Annual Report

Copies of the annual report will be available on the Company's website at www.xplorerplc.co.uk and from the Company's registered office, 24 Hanover Square, London, W1S 1JD