24th Jul 2014 11:00
24 JULY 2014
FORTUNE OIL PLC
("Fortune Oil", "the Company" or "the Group")
Annual Financial Report Announcement 2014
Fortune Oil (LSE: FTO.L) is a company focusing on crude oil, natural gas and resource supply operations and investments primarily in China. The Company is quoted on the main market of the London Stock Exchange and has its headquarters in Hong Kong.
Following its change of year end to 31 March, Fortune Oil today reports its results for the 15 month reporting period from 1 January 2013 to 31 March 2014 (the "Reporting Period"). The results for 2014 therefore are not directly comparable with the twelve month review period in the audited 2012 annual report. For reference, there is a comparison of the twelve months ended 31 December 2013 against the twelve months ended 31 December 2012 in the twelve month interim report issued on 26 February 2014 and available on the Fortune Oil website; www.fortune-oil.com.
CORPORATE HIGHLIGHTS
§ Completed the transformational combination of Fortune Oil's natural gas business with that of China Gas Holdings Limited for a consideration of £262.5 million (US$400 million).
§ Strengthened Fortune Oil's long term strategic investment in China Gas Holdings Limited which has operations in over 200 cities across China.
§ New 20 year joint venture agreement with Sinopec in respect to the Maoming SPM, effective from 1 January 2014.
FINANCIAL HIGHLIGHTS
§ Revenues including share of jointly controlled entities and associates increased by 67 per cent to £1,232.2 million (2012: £739.4 million).
§ Group revenues from all operations excluding jointly controlled entities and associates increased to £377.8 million for the Reporting Period (2012: £214.6 million).
§ Profit from operations, excluding other gains and losses (including share of other gains in jointly controlled entities) (see page 27 of annual report for detail), decreased by 3 per cent to £27.6 million (2012: £28.5 million).
§ Profit after tax attributable to Fortune Oil's shareholders increased 1,141 per cent to £194.4 million (2012: £15.7 million).
§ Net profit from continuing operations increased 1,308 per cent to £66.6 million (2012: £4.7 million).
§ Share in Bluesky Aviation's net profit increased 49 per cent to £17.2 million (2012: £11.5 million).
§ Special dividend of 2.36p per share paid to shareholders in October 2013.
OPERATIONAL HIGHLIGHTS
§ Bluesky Aviation fuel sales volumes increased 44 per cent to 4.3 million tonnes (2012: 3.0 million tonnes).
§ Bluesky Aviation started supplying aviation fuel to three more airports bringing the total number of airports Bluesky supplies to 20.
§ Maoming Single Point Mooring sales volumes in Q1 2014 were 3.1 million tonnes.
§ The Company and the Company's joint venture China Gas Group Limited together held 916,565,463 shares in China Gas Holdings Limited ("CGH") representing 18.31 per cent of CGH total issued shares of 5,006,088,561, as per CGH's latest public information.
OUTLOOK
§ The completion of the CGH transaction has further strengthened our position in the Chinese natural gas business.
§ Bluesky Aviation has plans to supply aviation fuel to an additional 13 new airports by 2020 and a further 13 new airports by 2030 across the five provinces where Bluesky operates.
§ The Maoming Single Point Mooring joint venture has plans which will include the development of a new pipeline and buoy, increasing the capacity of the terminal.
§ Expanding opportunities to supply and trade other hydrocarbons including fuel oil and diesel.
§ Well positioned to benefit from the continuing urbanisation and industrialisation of China which will require increased oil products and natural gas supplies.
Mr Qian Benyuan, Chairman of Fortune Oil, commented:
"Fortune Oil has continued the programme to build a stronger and better performing company and strengthen the position of our oil and gas operations in China. The Company's strong position, significant industry experience and clear strategic focus has allowed us to benefit from opportunities that have arisen and we remain confident of continued success in the coming years.
"We are excited about the growth prospects for Fortune Oil. We continue to strengthen our position in the China gas industry through our long term strategic investment in China Gas Holdings Limited while still seeking opportunities in the oil sector. Given Fortune Oil's attractive position within China's expanding energy and resource markets, we remain confident of delivering further success in the future."
ENQUIRIES:
Fortune Oil PLC Tian Jun, Acting Chief Executive Bill Mok, Chief Financial Officer
|
Tel: 00 852 2583 3125 Tel: 00 852 2583 3120 |
VSA Capital Limited Andrew Monk/Andrew Raca |
Tel: 00 44 203 005 5000 |
FORTUNE OIL PLC
("Fortune Oil", "the Company" or "the Group")
Annual Financial Report Announcement 2014
In accordance with the Disclosure and Transparency Rules, we set out below the extracts from the 2014 Annual Report and Accounts in unedited full text. The Annual Report and Accounts is available on the Company's website www.fortune-oil.com and will be posted to shareholders who have elected to receive a hard copy of this document.
CHAIRMAN'S LETTER
Dear Shareholders,
Fortune Oil has continued the programme to build a stronger and better performing company and strengthen the position of our oil and gas operations in China.
This has been a busy reporting period for Fortune Oil, with two significant transactions. The Group completed the sale of Fortune Gas Investment Holdings Limited ("FGIH") to China Gas Holdings Limited ("CGH") (the "FGIH Transaction"). Fortune Oil is now one of the largest shareholders of CGH, enhancing Fortune Oil's exposure to China's natural gas business. Pursuant to the Share Purchase Agreement ("SPA") of the FGIH Transaction, Ms Li Ching has been appointed as an executive director of CGH with effect from the 10 January 2014. Ms Li's responsibilities include overseeing the Group's interests in CGH, encompassing the FGIH city gas and piped gas businesses, LNG ship and coal bed methane ("CBM") development and operations. Together with Mr Liu Ming Hui, our joint venture partner in China Gas Group Ltd. ("CGG"), who is the CGH executive chairman, managing director, and president, the Group has strengthened its involvement and influence in CGH.
With 237 city gas concessions CGH is one of the largest city gas companies in China and is well positioned to take advantage of the continued expansion of China's natural gas market. Through our long term strategic investment in CGH our shareholders will continue to have good exposure to this rapidly expanding market through a company where commensurate dividend growth is anticipated.
The second area where we have been successful was to enter into a new 20 year joint venture agreement with Sinopec in respect to the Maoming Single Point Mooring ("SPM"). This is again a measure of our strong relationships with the major state owned enterprises since we achieved this new agreement despite the original joint venture having expired. The new joint venture has been expanded with the potential development of a new pipeline and buoy system, although we no longer have a controlling stake.
As a result of the FGIH Transaction and the change of status of the SPM joint venture, the Company was no longer able to maintain a Premium Listing on the London Stock Exchange but became a standard listed company, with effect from 20 March 2013. We will continue to evaluate options such that Fortune Oil's listing status meets the best interests of the Company and its shareholders.
The Board has reviewed the KPI's following the FGIH Transaction and decided to remove the natural gas based KPI and replaced it with a new KPI; "Total Shareholder Return". This measure is used by many of our peers in the oil sector on the London Stock Exchange and we have reported this measure in the remuneration section of the annual reports in previous years. We have also revised the KPI on "Revenues" to include shared revenues of associates to reflect the performance of the Group after completion of the FGIH Transaction and the set-up of the new SPM joint venture. The KPI has been amended to "Revenue including share of jointly controlled entities and associates". We feel this set of KPI's continues to be valuable in assessing how well the Group has been performing against its strategic objectives. For the review period we met or exceeded six out of the six KPIs (see the Annual Report and Accounts).
In view of the changes to the business structure the Company is principally an investment holding company at the present time with dividend income from each business unit as the core cash inflow to the Company. The Board has reviewed its dividend policy in light of these changes, the overall Group profitability, as well as the future cash flow position of the Group, and has therefore concluded not to recommend any further dividend for this Reporting Period and that future dividend payments will be dependent on dividend income from each business unit.
I would like to end by thanking you, the shareholders for your continued support. I also want to thank all the efforts of our employees who continue to drive your company forward every working day and I'm looking forward to our next year and the continued development of the Company.
QIAN Benyuan
Chairman
24 July 2014
CHIEF EXECUTIVE'S LETTER
Dear shareholders
During the Reporting Period, Fortune Oil continued to make steady progress against its strategic priorities. I am particularly pleased that we have completed the FGIH Transaction with CGH and the two companies are now integrated at the operating levels.
Our intention is to continue to participate in the Chinese natural gas market through a long term strategic investment in CGH, one of the largest city gas companies in China. CGH supplied 8.0 billion cubic metres ("bcm") of natural gas, in the twelve months ended 31 March 2014, an increase of 18 per cent over the previous year. That is an increase of 1.2 bcm of natural gas compared to 0.5 bcm of natural gas that FGIH sold in the twelve months ended 31 December 2012 and demonstrates the tremendous growth potential of CGH.
Key to CGH's future is the exclusive concession rights to 237 city gas pipeline projects. As gas supplies increase we see tremendous growth potential for the CGH natural gas business as more of these cities are converted to natural gas and the gas penetration rates increase from the low levels they are at today. The recent natural gas supply agreement signed between Russia and China will increase the availability of gas, particularly in the northern provinces where CGH operates.
Fortune Oil continues to expand its oil business in China. We have entered into a new 20 year joint venture agreement with Sinopec in respect of the SPM. The scope of the new joint venture has been expanded with the potential development of a new pipeline and buoy system.
Finally, our aviation fuel business continues to perform well. We continue to see increasing demand for air travel in China despite the general slowing down in China's economic growth rate. We now supply aviation fuel at 20 airports and see considerable growth opportunities from the regions served by Bluesky.
The China energy landscape continues to evolve and China's current leadership is encouraging foreign investment in some of the sectors which were previously the exclusive remit of the major state owned enterprises. Both Sinopec and PetroChina recently announced that they will seek foreign investment in their downstream fuels marketing and pipeline sectors. We believe that this new trend of opening up China's energy sector will present increased opportunities for Fortune Oil. We have a major advantage since we have been working with these companies for so many years already. We have been a good partner in China for over 20 years already and this will stand us in good stead going forward.
In October 2013 Fortune Oil put in place a US$300 million (£180 million) loan facility to aid future expansion of the Group and we continue to evaluate investment opportunities aligned to our strategy.
The Board remains optimistic about about the medium term growth prospects for the Company in both the oil and gas sectors in China even though the Chinese economy is expected to grow at a more subdued pace in future. Fortune Oil continues to strengthen its position in the Chinese natural gas industry through our investment in CGH whilst our oil businesses are well placed to take advantage of the continued expansion of China's oil demand.
The Armenia iron ore development is still under evaluation and, as with all our projects, we are continuing to assess the project's economic viability. However, the Group will not make any material investment in the development of the project unless there is an economically viable investment case. As a consequence of higher than anticipated rail freight costs and the softening in the long term iron ore price, Fortune Oil has recognised a non-cash impairment loss of £41.0 million in respect of the assets in the Armenian iron ore project.
I have been working for Fortune Oil since 1999 and it gives me tremendous pleasure to have this opportunity to manage a company with such potential, working in one of the most dynamic energy markets in the world. Fortune Oil is well placed to continue to grow in China with a strong set of assets and strategic investments, established partnerships with major companies, and a dedicated and committed working team of employees.
I'm looking forward to the 2015 financial year and continue our progress to strengthen the company. We have a Company which is fully focused and energised and set to be stronger and safer as we continue to deliver the energy to our customers. I would like to thank you all for your continued faith and belief in Fortune Oil.
TIAN Jun
Acting Chief Executive
24 July 2014FORTUNE OIL PLC
Annual Report 2014
Consolidated Income Statement for the period ended 31 March 2014
Restated* | |||||||
15 months ended | 12 months ended | ||||||
Continuing operations | Discontinued operations | Total | Continuing operations | Discontinued operations | Total | ||
Amount in £'000 | Notes | 31.03.14 | 31.03.14 | 31.03.14 | 31.12.12 | 31.12.12 | 31.12.12 |
Revenue including share of jointly controlled entities and associates | 2 | 1,172,001 | 60,252 | 1,232,253 | 630,264 | 109,138 | 739,402 |
Share of revenue of jointly controlled entities and associates | 2 | (844,950) | (9,541) | (854,491) | (506,853) | (17,961) | (524,814) |
Group revenue | 2 | 327,051 | 50,711 | 377,762 | 123,411 | 91,177 | 214,588 |
Cost of sales | (323,488) | (31,379) | (354,867) | (122,655) | (57,306) | (179,961) | |
Gross profit | 3,563 | 19,332 | 22,895 | 756 | 33,871 | 34,627 | |
Distribution expenses | - | (3,612) | (3,612) | (121) | (7,046) | (7,167) | |
Administrative expenses | (10,878) | (3,239) | (14,117) | (6,565) | (7,001) | (13,566) | |
Share of results of jointly controlled entities excluding other gain | 10 | 19,125 | 1,901 | 21,026 | 13,197 | 1,371 | 14,568 |
Share of other gain in jointly controlled entities | 10 | 95,251 | - | 95,251 | - | - | - |
Share of results of associates | 11 | 1,420 | (39) | 1,381 | - | 52 | 52 |
Profit from operations | 108,481 | 14,343 | 122,824 | 7,267 | 21,247 | 28,514 | |
Other gains/(losses) | 4 | (43,240) | 119,655 | 76,415 | 4,645 | - | 4,645 |
Finance costs | (5,223) | (500) | (5,723) | (5,008) | (1,087) | (6,095) | |
Investment income | 1,625 | 252 | 1,877 | 782 | 878 | 1,660 | |
Profit before tax | 61,643 | 133,750 | 195,393 | 7,686 | 21,038 | 28,724 | |
Income tax charge | 5 | (2,443) | (2,749) | (5,192) | (3,100) | (5,146) | (8,246) |
Profit for the period/year | 3 | 59,200 | 131,001 | 190,201 | 4,586 | 15,892 | 20,478 |
Attributable to | |||||||
Owners of the parent | 66,588 | 127,832 | 194,420 | 4,730 | 10,936 | 15,666 | |
Non-controlling interests | (7,388) | 3,169 | (4,219) | (144) | 4,956 | 4,812 | |
59,200 | 131,001 | 190,201 | 4,586 | 15,892 | 20,478 | ||
Earnings per share | |||||||
Basic | 7 | 3.11p | 5.97p | 9.08p | 0.25p | 0.57p | 0.82p |
Diluted | 7 | 3.08p | 5.93p | 9.01p | 0.25p | 0.57p | 0.82p |
* | The prior year comparative has been restated to present the results and the natural gas business and Maoming SPM business as discontinued operations. Notes to the income statement that have similarly been affected have been restated. |
FORTUNE OIL PLC
Annual Report 2014
Consolidated Statement of Other Comprehensive Income for the period ended 31 March 2014
Amount in £'000 | Notes | 15 months ended 31.03.14 | 12 months ended 31.12.12 |
Profit for the period/year | 190,201 | 20,478 | |
Items that may be reclassified subsequently to profit or loss: | |||
Exchange differences arising on translation of foreign operations | (16,833) | (4,545) | |
Share of other comprehensive income in jointly controlled entities | 86 | - | |
Share of other comprehensive income in associates | (17) | - | |
Net gain in fair value of available for sale financial assets | - | 773 | |
Disposal of available for sale financial assets | - | (3,953) | |
Share of net gain in fair value of available for sale financial assets in jointly controlled entities | 54,918 | 40,347 | |
Reclassification of available for sale reserve in jointly controlled entities on recognition of associate | (95,251) | - | |
Other comprehensive (expense)/income for the period/year | (57,097) | 32,622 | |
Total comprehensive income for the period/year | 133,104 | 53,100 | |
Attributable to | |||
Owners of the parent | 134,597 | 49,488 | |
Non-controlling interests | (1,493) | 3,612 | |
133,104 | 53,100 |
FORTUNE OIL PLC
Annual Report 2014
Consolidated Statement of Financial Position at 31 March 2014
Before the reclassification | Disposal Group | After the reclassification | |||
Amount in £'000 | Notes | 31.03.14 | 31.12.12 | 31.12.12 | 31.12.12 |
Assets | |||||
Non-current assets | |||||
Property, plant and equipment | 8 | 1,861 | 64,723 | 60,504 | 4,219 |
Goodwill | - | 3,007 | 3,007 | - | |
Intangible assets | 9 | 360 | 52,622 | 14,155 | 38,467 |
Prepaid lease payments | - | 2,749 | 2,749 | - | |
Other non-current receivables | - | 3,839 | 1,426 | 2,413 | |
Investments in jointly controlled entities | 10 | 240,704 | 175,351 | 39,832 | 135,519 |
Investments in associates | 11 | 131,576 | 969 | 969 | - |
Available for sale investment | 12 | 1,937 | 1,948 | - | 1,948 |
376,438 | 305,208 | 122,642 | 182,566 | ||
Current assets | |||||
Inventories | - | 9,948 | 3,564 | 6,384 | |
Trade and other receivables | 13 | 79,624 | 42,193 | 19,682 | 22,511 |
Cash and cash equivalents | 58,338 | 73,849 | 23,123 | 50,726 | |
137,962 | 125,990 | 46,369 | 79,621 | ||
Assets classified as held for sale | - | - | (169,011) | 169,011 | |
137,962 | 125,990 | (122,642) | 248,632 | ||
Total assets | 514,400 | 431,198 | - | 431,198 | |
Liabilities | |||||
Current liabilities | |||||
Borrowings | 14 | 40,819 | 76,956 | 8,745 | 68,211 |
Trade and other payables | 15 | 52,048 | 47,156 | 23,962 | 23,194 |
Current tax liabilities | 278 | 3,199 | 2,306 | 893 | |
93,145 | 127,311 | 35,013 | 92,298 | ||
Liabilities directly associated with disposal group classified as held for sale | - | - | (38,894) | 38,894 | |
93,145 | 127,311 | (3,881) | 131,192 | ||
Non-current liabilities | |||||
Borrowings | 14 | 68,156 | 44,879 | 1,298 | 43,581 |
Deferred tax liabilities | 1,791 | 4,069 | 2,583 | 1,486 | |
Other non-current liabilities | 16 | 8,062 | 8,129 | - | 8,129 |
78,009 | 57,077 | 3,881 | 53,196 | ||
Total liabilities | 171,154 | 184,388 | - | 184,388 | |
Net assets | 343,246 | 246,810 | - | 246,810 |
FORTUNE OIL PLC
Annual Report 2014
Consolidated Statement of Financial Position at 31 March 2014 (cont.)
Before the reclassification | Disposal Group | After the reclassification | |||
Amount in £'000 | Notes | 31.03.14 | 31.12.12 | 31.12.12 | 31.12.12 |
Equity | |||||
Capital and reserves | |||||
Ordinary shares | 17 | 25,871 | 19,875 | ||
Treasury shares | (578) | (678) | |||
Share premium | 50,969 | 10,129 | |||
Other reserves | 33,488 | 40,347 | |||
Foreign currency translation reserve | (6,921) | 25,189 | |||
Retained earnings | 237,947 | 93,551 | |||
Equity attributable to owners of the parent | 340,776 | 188,413 | |||
Non-controlling interests | 2,470 | 58,397 | |||
Total equity | 343,246 | 246,810 |
FORTUNE OIL PLC
Annual Report 2014
Consolidated Cash Flow Statement for the period ended 31 March 2014
Amount in £'000 | Notes | 15 months ended 31.03.14 | 12 months ended 31.12.12 |
Net cash (used in)/from operating activities | 21 | (16,380) | 16,050 |
Interest received | 1,877 | 1,660 | |
Dividend received from jointly controlled entities* | 14,143 | 13,020 | |
Dividend received from associates | 11 | 330 | - |
Payment for property, plant and equipment* | (10,408) | (15,704) | |
Payment for other intangible assets | - | (263) | |
Payment for exploration and evaluation assets | (1,486) | (4,623) | |
Payment for prepaid lease payments | - | (1,130) | |
Receipt from disposal of subsidiary undertakings | 19 | 82,642 | - |
Payment for acquisition of subsidiary undertakings | - | (3,765) | |
Consideration paid on acquisition of additional interests in subsidiaries | (1,394) | - | |
Receipt from disposal of property, plant and equipment | 73 | 152 | |
Government grant received | - | 1,092 | |
Acquisition of investments in an associate | (10,919) | - | |
Acquisition of available-for-sale investments | - | (30,562) | |
Loan to jointly controlled entities* | (24,178) | (10,809) | |
Repayment from jointly controlled entities | - | 5,847 | |
Placement of investment deposit | - | (1,620) | |
Withdrawal of investment deposit | - | 1,620 | |
Loans to other parties | (6,045) | -- | |
Dissolution of subsidiary | 20 | (10,620) | - |
Net cash from/(used in) investing activities | 34,015 | (45,085) | |
Interest paid | (5,043) | (5,855) | |
Dividend payment to owners of the parent | (48,157) | (3,424) | |
Net loans from/(repayment of loans to) non-controlling shareholders | 623 | (259) | |
Dividend paid to non-controlling shareholders | (30) | (4,168) | |
Net capital contribution receipt from non-controlling shareholders | 900 | - | |
Proceeds from issue of share capital | 19,651 | - | |
Net proceeds from issue of new borrowings | 201,321 | 6,975 | |
Repayment of borrowings | (201,080) | (14,887) | |
Net cash used in financing activities | (31,815) | (21,618) | |
Decrease in cash and cash equivalents | (14,180) | (50,653) | |
Cash and cash equivalents at beginning of the period/year | 73,849 | 128,440 | |
Cash flow effect of foreign exchange rate changes | (1,331) | (3,938) | |
Cash and cash equivalents at end of the period/year | 58,338 | 73,849 | |
Cash and cash equivalents at end of the period/year - discontinued operations | - | (23,123) | |
Net cash and cash equivalents at end of the period/year | 58,338 | 50,726 |
* | Included discontinued operations transaction before disposal during the period. |
FORTUNE OIL PLC
Annual Report 2014
Consolidated Statement of Changes in Equity for the period ended 31 March 2014
Issued capital | Share premium | Other reserves | Foreign currency translation reserve | Retained earnings | Attributable to owners of the parent | Non- controlling interests | Total | |||
Amount in £'000 | Ordinary shares | Treasury shares | ||||||||
Balance at 1 January 2012 | 19,875 | (878) | 10,129 | 3,180 | 28,534 | 80,241 | 141,081 | 55,411 | 196,492 | |
Profit for the year | - | - | - | - | - | 15,666 | 15,666 | 4,812 | 20,478 | |
Exchange differences arising on translation of foreign operations | - | - | - | - | (3,345) | - | (3,345) | (1,200) | (4,545) | |
Net gain in fair value of available for sale financial assets | - | - | - | 773 | - | - | 773 | - | 773 | |
Disposal of available for sale financial assets | - | - | - | (3,953) | - | - | (3,953) | - | (3,953) | |
Share of net gain in fair value of available for sale financial assets in jointly controlled entities | - | - | - | 40,347 | - | - | 40,347 | - | 40,347 | |
Total comprehensive income for the year | - | - | - | 37,167 | (3,345) | 15,666 | 49,488 | 3,612 | 53,100 | |
Payment of dividends to non-controlling interests | - | - | - | - | - | - | - | (4,168) | (4,168) | |
Dividend paid to owners of the parent | - | - | - | - | - | (3,424) | (3,424) | - | (3,424) | |
Movement in treasury shares | - | 200 | - | - | - | - | 200 | - | 200 | |
Acquisition of a subsidiary | - | - | - | - | - | - | - | 3,910 | 3,910 | |
Adjustment arising from changes in non-controlling interest | - | - | - | - | - | 368 | 368 | (368) | - | |
Share-based payments | - | - | - | - | - | 700 | 700 | - | 700 | |
Balance at 31 December 2012 | 19,875 | (678) | 10,129 | 40,347 | 25,189 | 93,551 | 188,413 | 58,397 | 246,810 | |
Profit for the period | - | - | - | - | - | 194,420 | 194,420 | (4,219) | 190,201 | |
Exchange differences arising on translation of foreign operations | - | - | - | - | (19,559) | - | (19,559) | 2,726 | (16,833) | |
Share of other comprehensive income in jointly controlled entities | - | - | - | - | 86 | - | 86 | - | 86 | |
Share of other comprehensive income in associates | - | - | - | 5 | (22) | - | (17) | - | (17) | |
Share of net gain in fair value of available for sale financial assets in jointly controlled entities | - | - | - | 54,918 | - | - | 54,918 | - | 54,918 | |
Reclassification of available for sale financial assets in jointly controlled entities to interest in associates | - | - | - | (95,251) | - | - | (95,251) | - | (95,251) | |
Total comprehensive income for the period | - | - | - | (40,328) | (19,495) | 194,420 | 134,597 | (1,493) | 133,104 | |
Payment of dividends to non-controlling interests | - | - | - | - | - | - | - | (1,815) | (1,815) | |
Issue of share capital | 5,996 | - | 40,840 | - | - | - | 46,836 | - | 46,836 | |
Dividend paid to owners of the parent | - | - | - | - | - | (48,157) | (48,157) | - | (48,157) | |
Movement in treasury shares | - | 100 | - | - | - | - | 100 | - | 100 | |
Share of capital contribution on acquisition of available for sale financial assets in jointly controlled entities | - | - | - | 33,610 | - | - | 33,610 | - | 33,610 | |
Share of other reserve in jointly controlled entities | - | - | - | (94) | - | - | (94) | - | (94) | |
Share of other reserve in associates | - | - | - | (47) | - | - | (47) | - | (47) | |
Transfer* | - | - | - | 2,166 | - | (2,166) | - | - | - | |
Net capital contribution from non-controlling interest | - | - | - | - | - | - | - | 2,685 | 2,685 | |
Adjustment arising from changes in non-controlling interest | - | - | - | (292) | - | - | (292) | (1,102) | (1,394) | |
Dissolution of a subsidiary | - | - | - | _ | (2,268) | - | (2,268) | (10,773) | (13,041) | |
Disposal of subsidiaries | - | - | - | (1,874) | (10,347) | - | (12,221) | (43,429) | (55,650) | |
Share-based payments | - | - | - | - | - | 299 | 299 | - | 299 | |
Balance at 31 March 2014 | 25,871 | (578) | 50,969 | 33,488 | (6,921) | 237,947 | 340,776 | 2,470 | 343,246 | |
* | Represents statutory reserves appropriated from the profit after tax of the Group's subsidiaries established in the People's Republic of China (the "PRC") under the PRC laws and regulations. |
FORTUNE OIL PLC
Annual Report 2014
Notes to the Condensed Set of Financial Statements for the 15 months ended 31 March 2014
1. General information
The financial information set out in this announcement does not constitute the Company's statutory accounts for the 15 months ended 31 March 2014 or the year ended 31 December 2012, but is derived from those accounts. Statutory accounts for 2012 have been delivered to the Registrar of Companies and those for 2014 will be delivered before 30 September 2014. The auditors have reported on those accounts; their reports were unqualified, did not draw attention to any matter by way of emphasis without qualifying their reports and did not contain statements under s498(2) or (3) of the Companies Act 2006.
The Company has changed its financial year-end date from 31 December to 31 March. Accordingly, the Company's statutory accounts will be in respect of the 15 months to 31 March 2014. The change is to align the Company's financial year-end with China Gas Holdings Limited ("CGH") to facilitate the efficiency of preparation of the Company's consolidated financial statements and accounts.
Following the decision to dispose of the Group's shareholding in Fortune Gas Investment Holdings Limited ("FGIH") and its sub-group to CGH (the "FGIH Transaction"), it has been classified in the consolidated financial position as held for sale starting at 31 December 2012 until completion of its disposal in August 2013 and in addition the Maoming SPM business is in dissolution following the expiration of the joint venture contract in February 2013. Consequently, the results of the Group's natural gas business and the Maoming SPM business are presented as discontinued operations in the consolidated income statement and cash flow statement for the 15 months ended 31 March 2014, and the results for 31 December 2012 have also been presented on the same basis.
Basis of preparation
The financial information set out in the announcement is extracted from the Company's full financial statements for the 15 months ended 31 March 2014. Whilst the financial reporting included in this dissemination announcement has been computed in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. The Company has published full financial statements that comply with IFRSs at the same day of this announcement. The accounting policies applied are consistent with those adopted and disclosed in the Company's financial statements for the year ended 31 December 2012.
The directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of no less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements. Detail of the factors that which have been taken into account in assessing the Group's going concern status are set out on page 32 of the going concern statement in the annual report.
2. Segmental reporting
The Group has adopted IFRS 8 Operating Segments to identify eight operating segments on the basis of internal reports about components of the Group which are reviewed regularly by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.
The Group has classified the operating divisions and the reportable segments under IFRS 8 as "Investment in China Gas Holdings Ltd", "Natural Gas", "Single point mooring facility", "Aviation Refuelling", "Trading", "Products Terminal", "Resources" and "Others".
Information regarding these segments is presented below.
(a) Operating segments
Oil |
| ||||||||||
Investment in CGH**** | Aviation Refuelling | Trading | Products Terminal | Resources |
| ||||||
Amount in £'000 | 2014 | 2012 | 2014 | 2012 | 2014 | 2012 | 2014 | 2012 | 2014 | 2012 |
|
Revenue including share of jointly controlled entities and associates | 133,427 | - | 701,693 | 495,239 | 327,051 | 123,411 | 3,738 | 2,672 | - | - |
|
Share of revenue of jointly controlled entities and associates | (133,427) | - | (701,693) | (495,239) | - | - | (3,738) | (2,672) | - | - |
|
Group revenue | - | - | - | - | 327,051 | 123,411 | - | - | - | - |
|
Profit from operations before office overheads | 96,645 | 103 | 17,210 | 11,545 | 1,766 | 1,043 | 1,374 | 787 | (448) | (784) |
|
Office overheads* |
| ||||||||||
Profit from operations |
| ||||||||||
Other gains or losses | - | 4,645 | - | - | - | - | - | - | (41,029) | - |
|
Finance costs |
| ||||||||||
Investment revenue |
| ||||||||||
Profit before taxation |
| ||||||||||
Taxation |
| ||||||||||
Profit for the year |
| ||||||||||
Attributable to |
| ||||||||||
Owners of the parent |
| ||||||||||
Non-controlling interests |
| ||||||||||
Capital additions - FA | - | - | 2 | 55 | 1,982 | 58 | - | - | 1 | 100 |
|
Addition to intangible | - | - | - | - | - | - | - | - | 1,486 | 4,635 |
|
Depreciation and amortisation | - | - | 14 | 9 | 245 | 51 | - | - | 59 | 35 |
|
| |||||||||||
Amount in £'000 | 31.03.14 | 31.12.12 | 31.03.14 | 31.12.12 | 31.03.14 | 31.12.12 | 31.03.14 | 31.12.12 | 31.03.14 | 31.12.12 | |
Net assets: by class of business | |||||||||||
Assets | |||||||||||
Segment assets | 320,016 | 98,655 | 35,228 | 31,981 | 131,876 | 53,798 | 6,456 | 5,154 | 6,621 | 46,288 | |
Unallocated assets | |||||||||||
Consolidated total assets | |||||||||||
Liabilities | |||||||||||
Segment liabilities | - | - | (8) | (484) | (48,916) | (17,283) | - | - | (8,231) | (8,327) | |
Unallocated liabilities*** | |||||||||||
Consolidated total liabilities | |||||||||||
(a) Operating segments (cont.)
Others** | Continuing operations | Single point mooring facility | Natural Gas | Discontinued operations | Group | |||||||
Amount in £'000 | 2014 | 2012 | 2014 | 2012 | 2014 | 2012 | 2014 | 2012 | 2014 | 2012 | 2014 | 2012 |
Revenue including share of jointly controlled entities and associates | 6,092 | 8,942 | 1,172,001 | 630,264 | 1,570 | 17,308 | 58,682 | 91,830 | 60,252 | 109,138 | 1,232,253 | 739,402 |
Share of revenue of jointly controlled entities and associates | (6,092) | (8,942) | (844,950) | (506,853) | - | - | (9,541) | (17,961) | (9,541) | (17,961) | (854,491) | (524,814) |
Group revenue | - | 327,051 | 123,411 | 1,570 | 17,308 | 49,141 | 73,869 | 50,711 | 91,177 | 377,762 | 214,588 | |
Profit from operations before office overheads | (328) | (1,082) | 116,219 | 11,612 | 376 | 5,453 | 13,967 | 15,794 | 14,343 | 21,247 | 130,562 | 32,859 |
Office overheads* | (7,738) | (4,345) | - | - | - | - | - | - | (7,738) | (4,345) | ||
Profit from operations | 108,481 | 7,267 | 376 | 5,453 | 13,967 | 15,794 | 14,343 | 21,247 | 122,824 | 28,514 | ||
Other gains or losses | (2,211) | - | (43,240) | 4,645 | - | - | 119,655 | - | 119,655 | - | 76,415 | 4,645 |
Finance costs | (5,223) | (5,008) | (500) | (1,087) | (5,723) | (6,095) | ||||||
Investment revenue | 1,625 | 782 | 252 | 878 | 1,877 | 1,660 | ||||||
Profit before taxation | 61,643 | 7,686 | 133,750 | 21,038 | 195,393 | 28,724 | ||||||
Taxation | (2,443) | (3,100) | (2,749) | (5,146) | (5,192) | (8,246) | ||||||
Profit for the period/year | 59,200 | 4,586 | 131,001 | 15,892 | 190,201 | 20,478 | ||||||
Attributable to | ||||||||||||
Owners of the parent | 66,588 | 4,730 | 127,832 | 10,936 | 194,420 | 15,666 | ||||||
Non-controlling interests | (7,388) | (144) | 3,169 | 4,956 | (4,219) | 4,812 | ||||||
Capital additions - FA | - | - | 1,985 | 213 | 1,436 | 3,865 | 6,987 | 11,626 | 8,423 | 15,491 | 10,408 | 15,704 |
Addition to intangible | - | 240 | 1,486 | 4,875 | - | - | 3,932 | 11 | 3,932 | 11 | 5,418 | 4,886 |
Depreciation and amortisation | 99 | 25 | 417 | 120 | 334 | 4,823 | - | 3,257 | 334 | 8,080 | 751 | 8,200 |
Amount in £'000 | 31.03.14 | 31.12.12 | 31.03.14 | 31.12.12 | 31.03.14 | 31.12.12 | 31.03.14 | 31.12.12 | 31.03.14 | 31.12.12 | 31.03.14 | 31.12.12 |
Net assets: by class of business | ||||||||||||
Assets | ||||||||||||
Segment assets | 12,845 | 8,691 | 513,042 | 244,567 | 782 | 17,129 | - | 169,011 | 782 | 186,140 | 513,824 | 430,707 |
Unallocated assets | 576 | 491 | - | - | - | - | - | - | 576 | 491 | ||
Consolidated total assets | 513,618 | 245,058 | 782 | 17,129 | - | 169,011 | 782 | 186,140 | 514,400 | 431,198 | ||
Liabilities | ||||||||||||
Segment liabilities | (2,287) | (2,328) | (59,442) | (28,422) | - | (2,582) | - | (38,894) | - | (41,476) | (59,442) | (69,898) |
Unallocated liabilities*** | (111,712) | (114,490) | - | - | - | - | - | - | (111,712) | (114,490) | ||
Consolidated total liabilities | (171,154) | (142,912) | - | (2,582) | - | (38,894) | - | (41,476) | (171,154) | (184,388) | ||
342,464 | 102,146 | 782 | 14,547 | - | 130,117 | 782 | 144,664 | 343,246 | 246,810 |
* | Includes overheads in UK/HK/PRC offices. |
** | Others include retail and distribution. |
*** | Includes bank loan, deferred tax and dividend withholding tax. |
**** | Investment in CGH includes the Group's directly held associate interest together with that held through CGG. It also includes the Group's 50% share of other gains and losses and CGH, including CGG's finance costs (see note 10). |
(b) Geographical operations
All Group's revenues are attributed to PRC and Hong Kong and all of the Group's non-current assets are held in PRC and Hong Kong (2012: non-current assets amounting to of £34.4 million are located in Armenia). The directors are of the opinion that the PRC and Hong Kong form one geographical segment.
(c) Analysis of group revenue
Amount in £'000 | 15 months ended 31.03.14 | 12 months ended 31.12.12 |
Sales of goods | 365,007 | 191,365 |
Income from gas connection contracts | 11,592 | 21,185 |
Rental income | 5 | 899 |
Others | 1,158 | 1,139 |
377,762 | 214,588 | |
Investment revenue | 1,877 | 1,660 |
379,639 | 216,248 |
(d) Major customers
None of the customers individually account for more than 10% of the Group's revenue during the current and previous year.
(e) Segment information
i) Revenues attributable to the natural gas segment are derived from the sale of gas, connection fees and the operation of gas stations in the PRC;
ii) Revenues attributable to the single point mooring facility are based on volume throughput;
iii) Revenues attributable to the aviation refueling segment are derived from the sale and storage of jet fuel in the PRC;
iv) Revenues attributable to the trading segment are derived from the trading of petroleum products in the PRC and Hong Kong; and
v) Revenues attributable to the product terminal segment are derived from the storage of petroleum products in the PRC.
3. Profit for the period/year
Profit for the period/year is arrived at after charging/(crediting) the following:
Amount in £'000 | 31.03.14 | 31.12.12 |
Depreciation of property, plant and equipment | 678 | 7,426 |
Amortisation of prepaid lease payments and other intangible assets | 73 | 834 |
Staff costs | 6,911 | 6,319 |
Auditors' remuneration (see below) | ||
- audit fees | 352 | 350 |
- non-audit fees | 386 | 5 |
Foreign exchange (gain)/loss | (607) | 1,052 |
Loss on disposal of property, plant and equipment | 366 | 1,813 |
Operating lease rentals - land and buildings | 339 | 551 |
Cost of inventories recognised as cost of sale | 354,867 | 100,796 |
Gain on disposal of interest in subsidiaries (see note 19) | (119,655) | - |
Gain on disposal of available for sale investment | - | (4,645) |
Impairment of intangible assets (see note 9) | 36,614 | - |
Amount in £'000 | 31.03.14 | 31.12.12 |
Audit fees | ||
Fees payable to the Company's auditor and their associates for the audit of the Company's annual accounts | 191 | 131 |
Fees payable to the Company's auditor and their associates for other services to the Group: | ||
The audit of the Company's subsidiaries | 161 | 219 |
Total audit fees | 352 | 350 |
Non-audit fees | ||
Audit-related assurance services | 38 | 5 |
Corporate finance services | 348* | - |
Non-audit fees | 386 | 5 |
* | Corporate finance services represent fees as Reporting Accountants in relation to Fortune's transactions to dispose of FGIH (including £200,000 in relation to 2012) |
4. Other gains, net
Amount in £'000 | Notes | 31.03.14 | 31.12.12 |
Loss on disposal of available for sale assets | - | (1,322) | |
Net gain arising from change in fair value of available for sale assets | - | 3,953 | |
Gain on establishment of new jointly controlled entity | - | 2,014 | |
Impairment of intangible assets | 9 | (36,614) | - |
Impairment of property, plant and equipment | 8 | (143) | - |
Impairment of losses on other receivables | 13 | (6,483) | - |
Gain on disposal of subsidiaries | 19 | 119,655 | - |
76,415 | 4,645 |
During 2013, the Group has completed an extensive assessment of the Armenian iron ore project, which indicated that the assets may not be developed economically, and as a consequence, the Group recognised an impairment of Exploration and Evaluation ("E&E") and other assets related to the Armenia iron ore project of £36.6 million and £4.4 million respectively.
In March 2014, the Group has impaired the property, plant and equipmentand receivables from non-controlling interests of Beijing Everthriving Energy Technology Company Limited of £0.1 million and £2.2 million respectively.
5. Income tax charge
The taxation charge for the period/year is analysed below:
Amount in £'000 | 31.03.14 | 31.12.12 |
Withholding tax | ||
Group withholding tax | 1,877 | 1,552 |
Total withholding tax | 1,877 | 1,552 |
Current tax | ||
Group current tax | ||
UK tax | - | (300) |
Foreign tax | 4,864 | 7,624 |
Total current tax | 4,864 | 7,324 |
Deferred tax | ||
Group deferred tax | (1,549) | (630) |
Total deferred tax | (1,549) | (630) |
Tax on profit on ordinary activities | 5,192 | 8,246 |
The tax charge for the period/year differs from the standard rate of corporation tax and is explained below.
Amount in £'000 | 31.03.14 | 31.12.12 |
Profit from continuing and discontinued operations before taxation | 195,393 | 28,724 |
Theoretical tax at PRC corporation tax rate 25% (2012: 25%) | 48,848 | 7,181 |
Effects of: | ||
- Share of results of jointly controlled entities | (29,069) | (3,642) |
- Share of results of associates | (345) | (13) |
- Income tax on concessionary rates | - | (85) |
- Tax losses not recognised | 1,170 | 526 |
- Utilisation of tax losses credit not previously recognised | - | (831) |
- Other expenditure that is not tax deductible | 13,328 | 3,794 |
- Income not taxable | (30,768) | (1,861) |
- Withholding tax on dividend income | 1,877 | 1,552 |
- Derecognition of deferred tax assets | 75 | 1,625 |
- Underprovision on prior year | 76 | - |
Total tax | 5,192 | 8,246 |
The above reconciliation uses a 25% (2012: 25%) standard rate of tax, being the standard rate of tax payable in the PRC, where the majority of the Group's activities take place.
The Group tax charge above does not include any amounts for jointly controlled entities and associates, whose results are disclosed in the income statement net of tax.
6. Dividends
Amount in £'000 | 15 months ended 31.03.14 | 12 months ended 31.12.12 |
Amounts recognised as distributions to equity holders during the period: | ||
Final dividend for the 12 months ended 31 December 2012 of 0.16p (2011: 0.18p) per share | 3,056 | 3,424 |
Special dividend of 2.36p (2012: nil) per share | 45,101 | - |
48,157 | 3,424 | |
Proposed final dividend for the period/year ended 31 March 2014 of nil (2012: 0.16p) per share | - | 3,180 |
7. Earnings per share
Earnings per share has been calculated on the earnings activities after taxation and non-controlling interests of £66,588,000 (2012: £4,730,000) for continuing operations, £127,832,000 (2012: £10,936,000) for discontinued operations and £194,420,000 (2012: £15,666,000) in total.
31.12.14 | ||||||
No. | No. | No. | ||||
'000 | pence | '000 | pence | '000 | pence | |
Continuing operations | Discontinued operations | Total | ||||
Basic | 2,141,508 | 3.11 | 2,141,508 | 5.97 | 2,141,508 | 9.08 |
Share option adjustment | 15,937 | - | 15,937 | - | 15,937 | - |
Diluted | 2,157,445 | 3.08 | 2,157,445 | 5.93 | 2,157,445 | 9.01 |
31.12.12 | ||||||
No. | No. | No. | ||||
'000 | pence | '000 | pence | '000 | pence | |
Continuing operations | Discontinued operations | Total | ||||
Basic | 1,901,220 | 0.25 | 1,901,220 | 0.57 | 1,901,220 | 0.82 |
Share option adjustment | 15,558 | - | 15,558 | - | 15,558 | - |
Diluted | 1,916,778 | 0.25 | 1,916,778 | 0.57 | 1,916,778 | 0.82 |
8. Property, plant and equipment
Group
Amount in £'000 | Assets in the course of construction | Motor vehicles, fixtures & fittings & yacht | Single point mooring buoy | Short Leasehold property & improvements | Pipelines | Total |
Cost | ||||||
At 1 January 2012 | 11,592 | 4,656 | 32,924 | 6,781 | 40,817 | 96,770 |
Exchange differences | (343) | (161) | (923) | (198) | (1,189) | (2,814) |
Additions | 8,566 | 1,990 | 3,864 | 127 | 1,157 | 15,704 |
Acquisition | 1,137 | 71 | - | 178 | 122 | 1,508 |
Other disposals | - | (299) | (1,364) | (253) | (453) | (2,369) |
Reclassification | (7,559) | 65 | - | 1,823 | 5,671 | - |
Transfer to assets held for sale | (13,393) | (4,552) | - | (8,019) | (46,125) | (72,089) |
At 31 December 2012 | - | 1,770 | 34,501 | 439 | - | 36,710 |
Exchange differences | - | (325) | 2,722 | 32 | - | 2,429 |
Additions | - | 2,176 | 1,245 | - | - | 3,421 |
Dissolution of a subsidiary (see note 19) | - | (783) | (38,144) | (448) | - | (39,375) |
Other disposals | - | (42) | (324) | - | - | (366) |
At 31 March 2014 | - | 2,796 | - | 23 | - | 2,819 |
Depreciation and impairment | ||||||
At 1 January 2012 | - | 2,589 | 26,756 | 1,323 | 7,522 | 38,190 |
Exchange differences | - | (89) | (801) | (40) | (226) | (1,156) |
Charge for the year | - | 589 | 4,773 | 279 | 1,785 | 7,426 |
Acquisition | - | 11 | - | 34 | 3 | 48 |
Other disposals | - | (270) | (69) | (18) | (75) | (432) |
Reclassification | - | (17) | - | - | 17 | - |
Transfer to assets held for sale | - | (1,420) | - | (1,139) | (9,026) | (11,585) |
At 31 December 2012 | - | 1,393 | 30,659 | 439 | - | 32,491 |
Exchange differences | - | (335) | 2,421 | 32 | - | 2,118 |
Charge for the year | - | 512 | 166 | - | - | 678 |
Dissolution of a subsidiary (see note 19) | - | (759) | (33,246) | (448) | - | (34,453) |
Other disposals | - | (19) | - | - | - | (19) |
Impairment | - | 143 | - | - | - | 143 |
At 31 March 2014 | - | 935 | - | 23 | - | 958 |
Net book value | ||||||
At 31 March 2014 | - | 1,861 | - | - | - | 1,861 |
At 31 December 2012 | - | 377 | 3,842 | - | - | 4,219 |
9. Intangible assets
Amount in £'000 | Software | Club Debentures | Technology Rights | Distribution Rights | Exploration and evaluation assets | Operating Rights | Total |
Cost | |||||||
At 1 January 2012 | 43 | 325 | 5,427 | 11,019 | 30,933 | - | 47,747 |
Exchange differences | (1) | (11) | (158) | (322) | (1,187) | (16) | (1,695) |
Acquired on acquisition of a subsidiary | 6 | - | - | 239 | - | 3,323 | 3,568 |
Additions | 24 | 239 | - | - | 4,623 | - | 4,886 |
Transfer to assets held for sale | (57) | (182) | (1,063) | (10,936) | - | (3,307) | (15,545) |
At 31 December 2012 | 15 | 371 | 4,206 | - | 34,369 | - | 38,961 |
Exchange differences | - | (11) | (59) | - | 749 | - | 679 |
Additions | - | - | - | - | 1,486 | - | 1,486 |
Other disposal | - | - | (4,147) | - | - | - | (4,147) |
At 31 March 2014 | 15 | 360 | - | - | 36,604 | - | 36,979 |
Amortisation and impairment | |||||||
At 1 January 2012 | 18 | 68 | 221 | 838 | - | - | 1,145 |
Exchange differences | - | (2) | (7) | (26) | - | - | (35) |
Charge for the year | 10 | 18 | 384 | 362 | - | - | 774 |
Transfer to asset held for sale | (26) | (84) | (106) | (1,174) | - | - | (1,390) |
At 31 December 2012 | 2 | - | 492 | - | - | - | 494 |
Exchange differences | 1 | - | (11) | - | - | - | (10) |
Charge for the year | 2 | - | 71 | - | - | - | 73 |
Other disposal | - | - | (552) | - | - | - | (552) |
Impairment | 10 | - | - | - | 36,604 | - | 36,614 |
At 31 March 2014 | 15 | - | - | - | 36,604 | - | 36,619 |
Net book value | |||||||
At 31 March 2014 | - | 360 | - | - | - | - | 360 |
At 31 December 2012 | 13 | 371 | 3,714 | - | 34,369 | - | 38,467 |
All of the Group's software, club debentures, technology rights and distribution rights were acquired from third parties.
The amortisation of software and club debentures is presented in administration expenses in the income statement. The amortisation of all other intangible assets are included in distribution expenses.
Technology rights represent the right to use the diesel engine oil-LNG dual fuel technology that will be used to develop LNG refueling stations in the Yangtze River and distribution rights represent the right to develop spur pipelines and gas distribution networks. These rights weredisposed of to gas group during the period.
During 2013, the Group has completed an extensive assessment of the Armenian iron ore project, which indicated that the assets may not be developed economically. As a consequence, the Group recognised an impairment of Exploration and Evaluation ("E&E") and other intangible assets related to the Armenian iron ore project.
10. Investments in jointly controlled entities
Jointly controlled entities
Amount in £'000 | Interest in jointly controlled entities | Net loans to jointly controlled entities | Total jointly controlled entities |
Share of net assets/cost | |||
At 1 January 2013 | 79,495 | 56,024 | 135,519 |
Exchange rate difference | (8,294) | (2,680) | (10,974) |
Advance | - | 21,490 | 21,490 |
Dividend | (13,161) | - | (13,161) |
Share of profit - continuing operations | |||
- excluding other gains | 19,125 | - | 19,125 |
- other gains* | 95,251 | - | 95,251 |
114,376 | - | 114,376 | |
Share of other comprehensive income* | (40,247) | - | (40,247) |
Change of other reserves** | 33,516 | - | 33,516 |
Disposal of jointly controlled entity | 185 | - | 185 |
At 31 March 2014 | 165,870 | 74,834 | 240,704 |
* | Other gains of £95.3 million relate to the recycling of, from other comprehensive income, revaluation gains relating to CGH upon CGH becoming an associate. £40.2 million of these gains had been recorded in other comprehensive income in prior years. |
** | The change of other reserves of £33.5 million relates to the gain arising on shares contributed by FMH, a related party (see note 18(5)). |
11. Investments in associates
In November 2013, CGH allotted and issued 184 million ordinary shares to the Company's subsidiaries (representing 3.68% of CGH's share capital), to satisfy the second tranche of consideration of the FGIH Transaction (US$200 million equal to £142.2million). This amount includes amount receivable by non-controlling interest of FGIH as the Group acquired that entity's rights and obligations under the FGIH Transaction in October 2013 (see notes 18 and 19).
As explained further in note 1(h) of accounting policies on page 95 of the annual report, CGH has been treated as an associate of CGG and of the Group from completion.
Following dissolution of Maoming King Ming Petroleum Company Limited ("MKM"), a new venture "New MKM" was formed as an associate and the Group to continue the Single Point Mooring business (see note 20).
Associates | Interest in associate | ||
Amount in £'000 | 31.03.14 | 31.12.12 | |
Share of net assets/cost | |||
At 1 January 2013 | - | 945 | |
Acquisition | 142,152 | - | |
Dividend | (330) | - | |
Share of profit - continuing operations | 1,420 | 52 | |
Share of other comprehensive income | (17) | - | |
Transfer to assets held for sale | - | (969) | |
Change of other reserves | (47) | - | |
Exchange rate difference | (11,602) | (28) | |
At 31 March 2014 | 131,576 | - | |
The fair value of the investment in CGH at 31 March 2014 is £172.9 million, based on the market share price at that date of £0.94 (HK$12.12).
12. Available for sale investment
Amount in £'000 | 31.03.14 | 31.12.12 |
Available for sale investments comprise: | ||
Unlisted securities: | ||
- Investment fund | 1,937 | 1,948 |
1,937 | 1,948 |
In 2011, the Group acquired Huaneng Carbon Assets Development Fund Plan, a private company. This investment is not held for trading and accordingly is classified as available for sale. There has been no gain or loss recognised in respect of Huaneng Carbon Assets Development Fund Plan, other than an exchange loss of £11,000 (2012: £97,000).
13. Trade and other receivables
Amount in £'000 | 31.03.14 | 31.12.12 |
Trade receivables | 35,105 | 13,690 |
Other receivables | 14,264 | 10,813 |
Prepayments and accrued income | 30,255 | 421 |
Total trade and other receivables | 79,624 | 24,924 |
Less: other non-current receivables | - | 2,413 |
Trade and other receivables - current | 79,624 | 22,511 |
The following is an aged analysis of trade receivables net of allowance for doubtful debts at the balance sheet date:
Amount in £'000 | 31.03.14 | 31.12.12 |
0-30 days | 25,398 | 13,690 |
31-60 days | - | - |
61-90 days | 9,707 | - |
91-120 days | - | - |
Over 120 days | - | - |
35,105 | 13,690 |
No trade receivables are past due at the reporting date for which the Group has not provided for an impairment loss.
During the period, amounting of £6.5 million of other receivables were impaired, of which, £4.3 million relates to the Armenian iron ore project and £2.2 million relates to Beijing Everthriving Energy Technology Company Limited (see note 4).
14. Borrowings
Amount in £'000 | 31.03.14 | 31.12.12 |
Current liabilities | ||
Bank loans | 40,819 | 68,211 |
40,819 | 68,211 | |
Non-current liabilities | ||
Bank loans | 68,156 | 43,581 |
68,156 | 43,581 | |
Total borrowings | 108,975 | 111,792 |
Bank loans amounting to £74,565,000 (2012: £6,948,000) are secured interest bearing from 1.95% to 7.2% p.a. and £40,819,000 are repayable within twelve months of the balance sheet date.
On 7 August 2013, the Company issued Loan Notes of £7.5 million (US$12 million) to Fortune Dynasty Holdings Limited in order to fund the Group's near-term capital expenditure, particularly the capital expenditure relating to FGIH through to the date of disposal, and to provide additional general working capital. The Loan Notes were settled by way of the issue of the 99,373,000 ordinary shares of the Company, with the balance of approximately US$80,000 of principal and all accrued interest paid in cash in October 2013.
In October 2013, the Group entered into a new loan facility of £180 million (US$300 million) with Morgan Stanley Asia Limited ("Morgan Stanley"), of which £72 million (US$120 million) had been drawn down by the Group at 31 March 2014 and £108 million (US$180 million) remains undrawn. The loan is guaranteed by the Company, secured over various of the Group's subsidiaries. It is with a term of three years and a margin of 2.75 per cent above LIBOR. The loan has been used to repay the existing syndicated loan, provide the Group with working capital, and finance new investment.
The Group has fully complied with the covenants attached to all bank loans. These covenants relate to total equity, net borrowings to total equity and EBITDA to gross interest paid of the Group.
15. Trade and other payables
Amount in £'000 | 31.03.14 | 31.12.12 |
Trade payables | 8,360 | 16,584 |
Other payables | 6,117 | 5,182 |
Payables for taxation and social security | - | 290 |
Accruals and deferred income | 37,571 | 1,138 |
52,048 | 23,194 |
The following is an aged analysis of trade payables at the balance sheet date:
Amount in £'000 | 31.03.14 | 31.12.12 |
0-30 days | 6,270 | 11,159 |
31-60 days | 2,090 | 4,981 |
61-90 days | - | 410 |
91-120 days | - | 34 |
8,360 | 16,584 |
16. Other non-current liabilities
Amount in £'000 | 31.03.14 | 31.12.12 |
Deferred payment | 6,742 | 6,775 |
Other provision | 1,320 | 1,354 |
8,062 | 8,129 |
In 2011, the Group acquired an interest in three mining licences. Part of the purchase consideration includes a payment of £6.7 million deferred until 2015, which has been discounted at a riskfree rate at 1.95%.
The purchase agreement for Everthriving Energy in 2010 specifies that additional consideration of RMB50 million (£4.84 million) is payable after certain conditions are met, including receipt of government approval for refitting marine diesel oil-LNG dual fuel technology, execution of not less than 1,500,000 tons of marine diesel oil-LNG dual fuel refitting, and obtaining government approval for six LNG refuelling stations along Yangtze river. The directors consider it probable, but not certain that all of the conditions will be met by September 2020based on the development of the project to date, and therefore a provision for additional consideration of £1.3 million (2012: £1.2 million) has been recorded, using a discount rate of 17.8% to reflect the uncertainty.
17. Share capital
Group | Number of shares | Share capital | ||
31.03.14 | 31.12.12 | 31.03.14 | 31.12.12 | |
'000 | '000 | £'000 | £'000 | |
Ordinary shares of 1p each | ||||
Authorised | ||||
At beginning and end of year | 3,500,000 | 3,500,000 | 35,000 | 35,000 |
Issued and fully paid | ||||
At beginning and end of year | 2,587,106 | 1,987,467 | 25,871 | 19,875 |
On 3 October 2013, the Company issued 599,639,580 new ordinary shares of 1p each, as follows:
a) 500,266,580 ordinary shares of 1p each were issued as the consideration ($60 million equal to £39.1 million) for the acquisition of First Marvel Investment Limited ("First Marvel"). First Marvel was acquired to obtain the rights and obligations of the non-controlling interest holder in FGIH accruing to it under the FGIH Transaction.
b) 99,373,000 ordinary shares of 1p each were issued to settle the Loan Notes of US$12 million (£7.5 million) described in note 14.
18. Related party transactions and significant contracts
The Group's related parties, the nature of the relationship and the extent of transactions with them are summarised below:
Amount in £'000 | Sub note | 15 months ended 31.03.14 | 12 months ended 31.12.12 |
Loans to equity non-controlling interests in subsidiaries | 1 | 3,606 | 5,349 |
Trade account receivables from non-controlling shareholders | 2 | - | 876 |
Trade account payables from non-controlling shareholders | 2 | - | 1,585 |
Shareholder loans to jointly controlled entities (see note 10) | 3 | 74,834 | 56,024 |
Sales of goods to jointly controlled entities | 4 | 2,845 | 4,241 |
Purchase of goods from jointly controlled entities | 4 | 1,650 | 2,310 |
Current account with Vitol Energy (Bermuda) | 4 | - | (476) |
Sub notes
1. Loans of £3,606,000 (December 2012: £5,349,000) comprised mainly loans to the non-controlling shareholders. A £1,450,000 loan to the non-controlling shareholders of Beijing Everthriving Energy Technology Company Limited at 31 December 2012 (and at the end of the period, the full amount was impaired), is unsecured, interest free and without fixed payment terms. A £3,606,000 (December 2012: £3,899,000) loan to the non-controlling shareholders of Bounty Resources Armenia Limited is guaranteed, interest bearing at a margin of 4% over LIBOR p.a. and repayable in June 2014.
2. Maoming Petrochemical Corporation (MPCC) is a corporate shareholder of the Group's former subsidiary, Maoming King Ming Petroleum Company. Throughputting turnover from MPCC prior to dissolution amounted to £1,602,000 (December 2012: £16,397,000) of which £nil was owed at 31 March 2014 (December 2012: £876,000). Processing fee to MPCC amounted to £442,000 (December 2012: £5,404,000) of which £nil was owed at 31 March 2014 (December 2012: £1,585,000).
3. The shareholder loans are part of shareholders' investment in the jointly controlled entities. These are common methods of making an investment in jointly controlled entities in the PRC.
£74,692,000 (December 2012: £55,878,000), of which £20 million are unsecured, interest bearing of HIBOR plus 4.72% p.a. and repayables in October 2015, was loaned to China Gas Group Limited which is established in Hong Kong and £142,000 (December 2012: £146,000) was due from Zhuhai Special Economic Zone South China Petroleum Company Limited.
4. Purchase from jointly controlled entity - Jining Qufu New Fu Hong Gas Limited amounted to £1,650,000 (December 2012: £2,310,000). Sales from Group's subsidiary, Xinyang Fortune Gas Company Limited and Beijing Fuhua Natural Gas Limited to Group's jointly controlled entity, Xinyang Fortune Vehicle Gas Company Limited and Beijing Fuhua Natural Gas Logistics Limited, amounted to £2,706,000 and £139,000 (December 2012: £4,241,000 and £nil) respectively. The above mentioned jointly controlled entities and subsidiaries were no longer the jointly controlled entities and subsidiaries but were part of disposed of gas group.
Current account due to Vitol Energy (Bermuda) Limited, a shareholder of the Company, amounted to £nil (December 2012: £476,000).
5. Fortune Max Holdings Limited ("FMH") is a private company controlled and beneficially owned by Mr Daniel Chiu. During 2012, FMH had entered into arrangements with lenders to finance the purchase of China Gas Holdings Limited ("CGH") shares, and then entered into a verbal understanding to sell any such CGH shares to CGG, at all cost associated with the purchase and financing of any CGH shares acquired as and when these are transferred to CGG, and any losses arising on the CGH shares acquired by FMH. In April 2013, CGG has acquired all the 207,968,000 CGH shares previously purchased by FMH by its own financing capacity. Under the terms of the agreement with CGG, FMH generated neither profit nor incurred any loss from its transaction in CGH shares, however CGG recognised a gain in equity of over £67.2 million based on the market value at the date of transfer, with the Group's share being £33.5 million.
6. On 7 August 2013, the Group entered into a conditional sale and purchase agreement to purchase the entire issued share capital of First Marvel Investment Limited ("First Marvel") which had been incorporated for the purpose of acquiring Wilmar International Limited's US$60 million interest in the total US$400 million consideration receivable as a result of the FGIH Transaction (the "Wilmar Consideration") (see note 19). First Marvel was a wholly-owned subsidiary of Fortune Dynasty Holdings Limited ("FDH"), a joint venture company then owned 55 per cent by First Level Holdings Limited, which is in turn controlled by Mr Daniel Chiu, an executive director of the Company.
The conditional sale and purchase agreement includes consideration of £39.1 million (US$60 million), and an unsecured fixed rate loan note instrument with FDH. Under the Loan Instrument, FDH has agreed to subscribe in cash at par for £7.9 million (US$12 million) nominal amount of fixed rate unsecured loan notes issued by the Group (the "Loan Notes"). Interest was payable on the Loan Notes at a rate of 7% per annumuntil they were settled through the subscription for shares (see below).
On 25 September 2013, the Company announced that the acquisition of First Marvel and the amendment of the loan received from FDH amounting to US$12 million were approved by shareholdes in the General Meeting, such that it would be repayable in shares in Fortune Oil (the "Loan Settlement") with the balance of approximately US$80,000 of principal and all accrued interest paid in cash.
On 3 October 2013, Fortune Oil issued 599,639,580 new ordinary shares of the Company for the acquisition of First Marvel and the Loan Settlement.
7. Certain assets included in property, plant and equipment of £1.6 million were transferred at cost by way of trust and deed from two companies controlled and beneficially owned by Mr Daniel Chiu.
8. Included in trade and other receivables is an amount of £0.8 million that represents the net amount expected to be recovered on dissolution of the joint venture in Maoming King Ming Petroleum Company Limited that was dissolved on 5 February 2013. From this date control has been lost and therefore consolidation is no longer appropriate.
9. The investment in CGH is divided into two layers: (i) direct holding by wholly owned subsidiaries of the Company; and (ii) indirect holding by CGG, a jointly controlled entity between the Group and Mr Liu Minghui. In October 2013, the Group loaned £21.5 million to CGG to further purchase 30,000,000 ordinary shares of CGH from Mr Liu Minghui.
10. By virtue of their directly and indirectly shareholding of 51.2%, First Level Holdings Limited is considered to be the ultimate controlling party of the Group.
19. Disposal of subsidiaries
On 17 December 2012, the Group conditionally agreed to inject its natural gas business into CGH for a total consideration of £262.5million (US$400 million) (the "FGIH Transaction"), of which the Group share was then £223.1 million (US$340 million), with the balance of US$60 million payable to Wilmar International Limited the holder of a non-controlling interest in FGIH. Subsequently, the Group acquired the right to Wilmar share of the FGIH consideration (see note 18).The FGIH Transaction was completed in August 2013 on which date control of FGIH passed to CGH.
Upon Completion, a gain on disposal of £119.7 million arose as described further in the table below.
In addition to the gain on disposal, the portion of the US$400 million consideration received in CGH shares was not received until three months after Completion in November 2013, however, at Completion Fortune already held an investment in CGH via its jointly controlled entity, CGG. CGH became an associate of CGG and the Group upon Completion, principally triggered by board nomination rights over CGH acquired under the terms of the FGIH Transaction. Whilst this change in status from available for sale investment to associate did not have any immediate effect on the carrying value of the CGH investment reflected in the Group's balance sheet, it did trigger the recycling from equity to the income statement of cumulative fair value gains amounting to £95.3 million (see note 10). This amount of £95.3 million represents Fortune's 50 percent share of £190.7 million gain recycled within CGG.
Since Completion the Group has applied equity accounting to its investments in CGH. CGG's investment in CGH is reported in the Group's financial statements as "share of jointly controlled entities' and the further CGH shares received in part settlement of the US$400 the FGIH Transaction consideration are reported as "share of associates" (see note 11).
As part of the FGIH Transaction, the Group will compensate CGH on a dollar for dollar basis where the net profits for the natural gas business for FY2013 are less than HK$200 million (approximately £16 million) or are less than HK$400 million (approximately £32 million) in 2014. This compensation agreement is not subject to any cap.
The assets and liabilities of the subsidiaries classified as held for sale as at 31 December 2012 were as follows:
Amount in £'000 | Fortune Gas Investment Holdings Ltd |
Interests in jointly controlled entities | 39,832 |
Interests in associate | 969 |
Property, plant and equipment | 60,504 |
Intangible assets | 14,155 |
Goodwill | 3,007 |
Prepaid lease payment | 2,749 |
Inventories | 3,564 |
Cash and cash equivalents | 23,123 |
Trade and other receivables, including non-current | 21,108 |
Total assets classified as held for sale | 169,011 |
Trade and other payables | (23,962) |
Borrowings | (10,043) |
Deferred tax liabilities | (2,583) |
Current tax liabilities | (2,306) |
Total liabilities classified as held for sale | (38,894) |
The major classes of assets and liabilities of the subsidiary at the date of disposal were as follows:
Amount in £'000 | Fortune Gas Investment Holdings Ltd |
Interests in jointly controlled entities | 45,921 |
Interests in associates | 1,004 |
Property, plant and equipment | 72,091 |
Intangible assets | 19,186 |
Goodwill | 3,221 |
Prepaid lease payment | 3,026 |
Inventories | 4,774 |
Bank and cash balance | 25,423 |
Trade and other receivables | 22,903 |
Trade and other payables | (28,149) |
Borrowings | (8,880) |
Deferred tax liabilities | (2,783) |
Current tax liabilities | (2,128) |
155,609 | |
Exchange reserve | (10,347) |
Other reserves | (1,874) |
Non-controlling interests | (43,429) |
Cost of disposal of interest in subsidiaries | 3,483 |
103,442 | |
Gain on disposal | 119,655 |
Total consideration | 223,097 |
Satisfied by | |
Cash and cash equivalents | 111,548 |
Ordinary shares of China Gas Holdings Ltd, included in the cost of investments in associates | 111,549 |
Net Cash inflow arising on disposal | |
Consideration received in cash and cash equivalents | 111,548 |
Less: cost of disposal of interest in subsidiaries | (3,483) |
Less: cash and cash equivalent disposed of | (25,423) |
82,642 |
20. Dissolution of a subsidiary
Maoming King Ming Petroleum Company Limited ("MKM"), a former subsidiary of the Group, is in dissolution following expiry of the joint venture agreement on 5 February 2013. From this date control was lost and the subsidiary was deconsolidated, with an amount expected to be recovered upon dissolution recorded in trade and other receivables at £0.8 million pending finalisation of the dissolution procedure.
A new venture was subsequently in formed, Maoming New King Ming Petroleum Company Limited ("New MKM"), this time as an associate of the Group (see note 11) through which the Group resumed its participation in the Single Point Mooring business since January 2014.
The Group's financial statements do not reflect any participation in the Single Point Mooring business between dissolution of MKM in February 2013 and participation in New MKM from January 2014.
The major classes of assets and liabilities of the subsidiary at the date of dissolution were as follows:
Amount in £'000 | Maoming King Ming Petroleum Company Limited |
Property, plant and equipment | 4,922 |
Bank and cash balance | 10,620 |
Trade and other receivables | 1,933 |
Total assets | 17,475 |
Trade and other payables | (3,623) |
Current tax liabilities | (29) |
Total liabilities | (3,652) |
Total net asset | 13,823 |
Non-controlling interests | (10,773) |
Exchange reserve | (2,268) |
Trade and other receivable as at 31 March 2014 | 782 |
21. Note to consolidated cash flow statement
Amount in £'000 | Notes | 15 months ended 31.03.14 | 12 months ended 31.12.12 |
Net cash from operating activities | |||
Profit for the period/year | 190,201 | 20,478 | |
Adjustments for: | |||
Share of post-tax results of jointly controlled entities* | (116,277) | (14,568) | |
Share of post-tax results of associates* | (1,381) | (52) | |
Taxation | 5 | 5,192 | 8,246 |
Amortisation | 9 | 73 | 834 |
Depreciation | 8 | 678 | 7,426 |
Impairment of tangible and intangible assets | 36,757 | - | |
Impairment losses on other receivables | 6,483 | - | |
Loss on disposal of property, plant and equipment | 366 | 1,813 | |
Government grant | - | (1,092) | |
Gain on disposal of subsidiary undertakings | 19 | (119,655) | - |
Gain on disposal of available for sale investments | - | (4,645) | |
Share-based payments | 299 | 700 | |
Investment revenue | (1,877) | (1,660) | |
Finance costs | 5,723 | 6,095 | |
Decrease/(Increase) in inventories | 5,402 | (282) | |
Increase in trade and other receivables | (63,858) | (5,433) | |
Increase in trade and other payables | 41,095 | 6,088 | |
Net cash (used in)/from operations | (10,779) | 23,948 | |
Taxation paid | (5,601) | (7,898) | |
Net cash (used in)/from operating activities | (16,380) | 16,050 | |
Cash and cash equivalents | |||
Cash and bank balances | 58,338 | 50,726 | |
Cash and bank balances classified as assets held for sale | - | 23,123 | |
58,338 | 73,849 |
* | Included discontinued operations transaction before disposal during the period. |
Non-cash transactions
1. Dividend to non-controlling interest of £1.8 million formed part of non-controlling interest contribution.
2. 500,266,580 ordinary shares of 1p each were issued as the consideration of US$60 million (equal to £39.1 million) for the acquisition of First Marvel. First Marvel was acquired to obtain the rights and obligations of the non-controlling interest holder in FGIH accruing to it under the FGIH Transaction. First Marvel then received ordinary shares of CGH included in the cost of investments in associates (see note 18(6)).
3. 99,373,000 ordinary shares of 1p each were issued to settle the Loan Notes of US$12 million (£7.5 million) (see note 18(6)).
4. CGH allotted and issued 184 million shares to satisfy the second consideration of the FGIH Transaction (US$200 million equal to £131.2 million) (see note 11).
22. Litigation
In April 2012, an action was commenced in the High Court of Hong Kong by Caspian Resources Development Pte Limited ("CRDPL") against Fortune Oil, Giant Global Development Limited ("GGDL"), a wholly owned subsidiary of Fortune Oil, and George Howard Richmond in relation to the validity of the sale and purchase of a 16.7 per cent shareholding in Caspian Bounty Steel Limited ("CBSL") by Mr Richmond to GGDL in January 2011. CBSL is the company through which Fortune Oil holds part of its interests in an iron ore mining project located in Armenia. A writ of summons was served on GGDL in April 2012 and on Fortune Oil in March 2013. GGDL and Fortune Oil will strenuously defend the action. GGDL successfully applied in September 2012 to the High Court of Hong Kong for security for costs to be given by CRDPL. Fortune Oil will similarly seek security for costs.
Fortune is currently unable to quantify the potential damages that could arise from this claim. However, the directors believe that the Group and GGDL have reasonable prospects in successfully defending the action and that therefore no provision has been made in the financial statements as this claim is not expected to result in any material loss to the Group. At 31 March 2014, the carrying value of the assets in the Armenia iron ore project has been fully impaired (see note 4).
23. Copies of this report are available from the Group's Registered Office at 6/F, Belgrave House, 76 Buckingham Palace Road, London SW1W 9TQ.
Related Shares:
FTO.L