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Final Results

29th Jun 2015 07:00

RNS Number : 4336R
3Legs Resources plc
29 June 2015
 



3Legs Resources plc

 

("3Legs" or "the Company")

 

Final Results

 

The Board of 3Legs is pleased to announce the Company's final audited results for the year ended 31 December 2014.

 

Chairman's Statement

 

The Company was listed on the AIM market in June 2011 having raised £62.5m before expenses in order to focus on the exploration and development of unconventional oil and gas resources in Europe. However, in view of the disappointing results the then Board announced last September that it had concluded that it could not justify further investment in its concessions. After considering the options open to it, the Board decided that the return of the remaining cash resources, net of wind up costs, to shareholders followed by an orderly liquidation would be in their best interests.

 

Subsequently, a group of investors approached the then Board to explore whether it would consider an alternative to liquidation that would offer the Company's then shareholders some additional value. These shareholders would receive a slightly larger sum of cash, since the Company would save the costs of liquidation, and would also have a continuing interest in the Company which was valued at £0.2m at the price at which new investors proposed to invest (in the event, the sum of £0.8m) into the Company. The Board decided to put this alternative proposal to shareholders, who duly voted in favour at a meeting held on 13 February 2015, at which they also approved the second and final distribution of cash of £1.1m or 1.33p per Ordinary Share.

 

As part of these arrangements Colin Weinberg and I joined the Board and the existing directors resigned, other than Alex Fraser who has subsequently stepped down. Shareholders also voted to adopt the new Investing Policy, namely to invest in and/or acquire companies within the technology sector or within the resources sector.

 

However, subject to shareholders' approval at the forthcoming Annual General Meeting, the planned focus of the Company's Investing Policy will be amended to that of life sciences and related technologies. In early June, the Company secured additional funding of £0.5m representing 29.9% of the enlarged share capital, from Jim Mellon and Dr Greg Bailey, both of whom have joined the Board. Jim and Greg have a successful track record of identifying profitable investments in healthcare and related sectors and the proposed new direction for the Company will enable it to capitalise on their expertise and contacts in this area. The new Investing Policy is set out in the Appendix to the Notice of Annual General Meeting to be held on 31 July 2015. The current Investing Policy is described in the Report and Accounts as a matter of record.

 

Full details of the Company's previous activities for the first nine months of 2014 were provided in the interim results statement and subsequent developments are highlighted in the Directors' Report. The results for the twelve months to 31 December 2014 reflect the decision of the Board to cease its exploration activities, which was achieved by selling its relevant subsidiaries for a nominal consideration. Accordingly, exploration expenditure which had formerly been carried forward as an asset on the balance sheet as both capital exploration expenditure in respect of the interests held in the Eastern Baltic Basin licences and also under "an investment accounted for using the equity method" had to be written off. As a result, the Company made a loss on disposal of subsidiaries and its interest in joint ventures of £33.6m, leading to a loss for the full year of £35.0m.

 

Further to the restructuring that has taken place, the Company has become an Investing Company and the Board looks forward to implementing its new Investing Policy.

 

I would like to express my thanks to our shareholders and advisers for their support during this period of change.

 

 

Richard Armstrong

Chairman

Consolidated Income Statement

for the year ended 31 December 2014

 

 

 

 

Notes

 

2014

£'000

 

2013

£'000

Discontinued operations

Administrative expenses

(1,854)

(2,034)

Foreign exchange gains/(losses)

54

(632)

Share based payment

825

(99)

Non-capitalised exploration and evaluation expense

-

(451)

Impairment of intangible exploration and evaluation assets

-

(135)

Impairment of loan

-

(226)

Operating loss

4

(975)

(3,577)

Share of results of joint venture

(481)

(902)

Investment income

58

172

Loss on disposal of subsidiaries and joint venture

3

(33,626)

-

Loss for the year

(35,024)

(4,307)

=========

=========

Attributable to:

Equity holders of the parent

(35,024)

(4,307)

(35,024)

(4,307)

========

=========

Loss per Ordinary Share

Discontinued operations

Basic and diluted, pence per share

5

(0.41p)

(0.05p)

========

=========

 

All activities are derived from discontinued operations.

 

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2014

 

 

 

2014

£'000

 

2013

£'000

Loss for the year

(35,024)

(4,307)

Other comprehensive income

Exchange differences arising on translation of foreign operations

 

329

 

62

Total comprehensive income for the year attributable to owners of the parent company

 

(34,695)

 

(4,245)

========

=========

 

 

Consolidated Balance Sheet

as at 31 December 2014

 

Notes

 

2014

£'000

 

2013

£'000

Assets

Non-current assets

Intangible exploration and evaluation assets

-

2,357

Investment accounted for using the equity method

-

23,515

-

25,872

Current assets

Trade and other receivables

95

323

Cash and cash equivalents

1,341

26,792

1,436

27,115

Total assets

1,436

52,987

========

========

Liabilities

Current liabilities

Trade and other payables

(144)

(398)

Provisions

-

(25)

(144)

(423)

Total liabilities

(144)

(423)

========

========

Net assets

1,292

52,564

========

========

Equity

Share capital

6

22

21

Share premium account

52,594

68,347

Share-based payment reserves

-

889

Accumulated deficit

(51,324)

(16,362)

Cumulative translation reserves

-

(331)

Total equity

1,292

52,564

========

========

 

 

Consolidated Cash Flow Statement

for the year ended 31 December 2014

 

Notes

 

2014

£'000

 

2013

£'000

Net cash outflow from operating activities

7

(1,486)

(2,783)

Investing activities

Interest received

58

172

Purchases of intangible exploration and evaluation assets

-

(40)

Proceeds of disposal of intangible exploration and evaluation assets

 

-

 

250

Investment in joint venture

(8,235)

(10,148)

Net cash used in investing activities

(8,177)

(9,766)

Financing activities

Issue of share capital

180

17

Return of cash to shareholders

(15,933)

-

Net cash (outflow)/inflow from financing activities

(15,753)

17

Net decrease in cash and cash equivalents

(25,416)

(12,532)

Effect of foreign exchange rate changes on cash and cash equivalents

 

(35)

 

(207)

Cash and cash equivalents at beginning of year

26,792

39,531

Cash and cash equivalents at end of year

1,341

26,792

========

=========

 

All cash flows are attributable to the operating, investing and financing activities of discontinued operations.

 

Consolidated Statement of Changes in Equity

for the year ended 31 December 2014

 

 

 

 

 

 

Share

capital

£'000

 

 

 

Share

premium

account

£'000

 

 

 

Share-based payment reserves

£'000

 

 

 

 

Accumulated deficit

£'000

 

 

 

Cumulative

 translation

reserves

£'000

 

 

 

 

 

Total

£'000

As at 1 January 2013

21

68,330

790

(12,055)

(393)

56,693

Transactions with owners in their capacity as owners:

Issue of equity shares

-

17

-

-

-

17

Total transactions with owners in their capacity as owners

-

17

-

-

-

17

Loss for the year

-

-

-

(4,307)

-

(4,307)

Other comprehensive income:

Currency translation differences

-

-

-

-

 

62

 

62

Total comprehensive income for the year

-

-

-

(4,307)

62

(4,245)

Share-based payments

-

-

99

-

-

99

As at 1 January 2014

21

68,347

889

(16,362)

(331)

52,564

Transactions with owners in their capacity as owners:

Issue of equity shares

1

180

-

-

-

181

Return of cash to shareholders

-

(15,933)

-

-

-

(15,933)

Total transactions with owners in their capacity as owners

1

(15,753)

-

-

-

(15,752)

Loss for the year

-

-

-

(35,024)

-

(35,024)

Other comprehensive income:

Currency translation differences

-

-

-

(2)

 

331

 

329

Total comprehensive income for the year

-

-

-

(35,026)

331

(34,695)

Share-based payments

-

-

(825)

-

-

(825)

Transfer to retained earnings in respect of exercised share options

-

-

(64)

64

-

-

As at 31 December 2014

22

52,594

-

(51,324)

-

1,292

====================================

 

 

Notes

 

1 General information

 

3Legs Resources plc (the 'Company' and, together with its subsidiary, the 'Group') is incorporated in the Isle of Man, British Isles under the Isle of Man Companies Act 2006. The address of the registered office is Commerce House, 1 Bowring Road, Ramsey, Isle of Man, British Isles, IM8 2LQ.

 

The principal activity of the Group during 2014 was the exploration, evaluation and development of oil and gas targets. The Company is now classified as an Investing Company.

 

 

2 Business and geographical segments

 

At the balance sheet date, all of the Group's exploration assets had been disposed of. Throughout the year until the date of the disposal of the assets, the Directors consider there to be only one business segment, namely the exploration and development of oil and gas resources. The Directors consider there to be one material operating segment, being Poland. All segments relate to discontinued operations.

 

3 Discontinued operations

 

On 17 September 2014, the Company reported to shareholders that it had exercised its one-time option to cease participation in activity in its principal exploration project in Poland's Baltic Basin and to terminate its other exploration activities.

 

4 Operating loss

The operating loss for the year has been arrived at after (crediting)/charging:

 

 

2014

£'000

 

2013

£'000

Property lease payments

79

114

Staff costs

121

1,033

Share-based payments

(825)

99

Impairment of intangible exploration and evaluation assets

-

135

Audit fees

20

65

Net foreign exchange (gains)/losses

(54)

632

 ========

========

 

5 Loss per Ordinary Share

Basic loss per Ordinary Share is calculated by dividing the net loss for the year attributable to Ordinary equity holders of the parent by the weighted average number of Ordinary Shares outstanding during the year. The calculation of the basic and diluted loss per Ordinary Share is based on the following data:

 

 

2014

£'000

 

2013

£'000

Losses

 

Loss for the purposes of basic loss per share being net loss attributable to equity holders of the parent

 

 

 

 

 

 

 

 

From discontinued operations

(35,024)

(4,307)

 ========

========

 

 

Number of shares

 

2014

Number

 

2013

Number

Weighted average number of Ordinary Shares for the purposes of basic loss per share

 

85,156,833

 

84,804,650

==============

 

2014

£

 

2013

£

Loss per Ordinary Share

Basic and diluted, pence per share

(0.41)p

(0.05)p

========

========

Dilutive loss per Ordinary Share equals basic loss per Ordinary Share as, due to the losses incurred in 2013 and 2014, there is no dilutive effect from the subsisting share options.

6 Share capital

Authorised and issued equity share capital

2014

2013

Number

'000

 

 

£'000

Number

'000

 

 

£'000

Authorised

Ordinary Shares of £0.00025 each

440,000

110

440,000

110

========

========

=========

=========

Issued and fully paid

Ordinary Shares of £0.00025 each

86,127

22

84,847

21

========= 

=========

=========

========

 

The Company has one class of Ordinary Shares, which carry no right to fixed income.

 

On 13 February 2015 the authorised share capital was increased from £110,000 to £260,000.

 

Issued equity share capital

 

Ordinary Shares of £0.00025Number

At 1 January 2014

84,846,645

Issue of Ordinary Shares

1,280,084

At 31 December 2014

86,126,729

========= 

 

In total 136,696 Ordinary Shares were issued to Non-executive directors under the remuneration plan, with a total value of £31,498.63.

 

1,143,388 Ordinary Shares were issued as a result of exercised share options.

7 Notes to the cash flow statement

 

2014

£'000

 

2013

£'000

Loss before tax

(35,024)

(4,307)

Adjustments for:

Effect of foreign exchange rate changes

366

879

Impairment of E&E assets

-

135

Reversal of provision for E&E licences

-

75

Investment income

(58)

(172)

Share-based payments

(825)

99

Share of results of joint venture

481

902

Disposal of subsidiaries and joint venture

33,626

-

Reversal of provision for decommissioning

(25)

-

Operating cash flows before movements in working capital

(1,459)

(2,389)

Decrease in receivables

228

194

Decrease in payables

(255)

(588)

Cash used in operations

(1,486)

(2,783)

Taxation paid

-

-

Net cash outflow from operating activities

(1,486)

(2,783)

========

==========

Cash and cash equivalents (which are presented as a single class of assets on the balance sheet) comprise cash at bank and short term bank deposits with an original maturity of three months or less. The carrying value of these assets is approximately equal to their fair value.

8 Events after the balance sheet date 

On 13 February 2015, the Company held an Extraordinary General Meeting at which the following resolutions were passed; to approve the final capital return of 1.33 pence per Ordinary Share; to allot and issue 345,025,861 Ordinary Shares of £0.00025 each at a price of 0.232 pence per share; and to approve the adoption of the Investing Policy. In addition the authorised share capital was increased from £110,000 to £260,000 and the Board was given authority to allot further Ordinary Shares on a non pre-emptive basis for an aggregate par value of £150,000.

On 9 June 2015, the Company issued 185,185,185 new Ordinary Shares at a price of 0.270 pence per share and stated that it proposed to ask shareholders to approve a new Investing Policy focussing on life sciences and related technologies sectors at the next Annual General Meeting.

 

NOTE TO THE FINAL RESULTS ANNOUNCEMENT OF 3LEGS RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2014

 

The financial information set out above does not constitute the Group's financial statements for the years ended 31 December 2014 or 2013, but is derived from those financial statements. The auditors have reported on the 2013 and 2014 financial statements which carried an unqualified audit report, did not include a reference to any matters to which the auditor drew attention by way of emphasis and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006.

 

Whilst the financial information included in this announcement has been computed in accordance with International Financial Reporting Standards (IFRS), this announcement does not in itself contain sufficient information to comply with IFRS. The accounting policies used in preparation of this preliminary announcement are consistent with those in the full financial statements that have yet to be published. The final results for the year ended 31 December 2014 were approved by the Board of Directors on 26 June 2015.

 

 

ENDS

 

 

Enquiries

 

3Legs Resources plc

Richard Armstrong

Tel:

07787 500221

Colin Weinberg

Tel:

07836 588504

Northland Capital Partners Limited

Tel:

0207 382 1100

(Nominated Adviser and Broker)

Matthew Johnson / Edward Hutton (Corporate Finance)

John Howes / Abigail Wayne (Corporate Broking)

Peterhouse Corporate Finance Limited

Tel:

0207 469 0934

(Joint Broker)

Lucy Williams / Duncan Vasey

  

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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