29th Jun 2011 09:30
Date: 29 June 2011
SeaEnergy PLC("SeaEnergy" or the "Company")
Audited Results for the year ended 31 December 2010
SeaEnergy PLC today announces its audited results for the year ended 31 December 2010.
Highlights:
·; Loss for the year of £5.7 million (2009: loss of £6.5 million).
·; Cash position at the end of 2010 of £0.1 million (2009: £2.8 million).
·; Disposal of the Company's interest in SeaEnergy Renewables Limited (SERL) in June 2011 resulting in gain of £32 million and increased cash balance of £28 million
Outlook:
·; Focus on existing assets, in particular SeaEnergy Marine, the Company's offshore renewables marine services business
·; Ensure value is protected in existing Oil & Gas interests, including Lansdowne Oil & Gas plc
·; Continue to be active in both the offshore renewables and oil & gas sectors going forward
Steve Remp, Chairman, said:
"Our focus is now on appropriate opportunities in both renewable energy and oil & gas. We believe that the provision of services for offshore renewables presents one of the greatest opportunities in the sector. The experience and credibility we have achieved through our investment in SERL has served us well in developing our new SeaEnergy Marine business."
For further information contact:
SeaEnergy PLC |
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Chris Moar, Finance Director |
| 01224 748480 |
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Ambrian Partners |
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Andrew Craig / Ben Wright |
| 020 7634 4700 |
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Kreab Gavin Anderson |
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Kate Hill / Andy Jones |
| 020 7074 1800 |
www.seaenergy-plc.com
www.lansdowneoilandgas.com
Chairman's Statement
Dear Shareholder,
I am very pleased to be sending you two documents in quick succession, with this the 2010 Annual Report following so soon after the Circular to Shareholders ("the Circular") confirming the terms of the disposal of the Company's 80 per cent. interest in SeaEnergy
Renewables Limited ("SERL"). The Circular provides more detail of the disposal and gives an outline of our future plans. The proximity of these two documents allows me to make a shorter Chairman's statement than usual in order to avoid duplication.
The SERL sale process, which commenced in June of 2010, has taken longer than anticipated, primarily as a result of the delay in the conclusion of the Scottish Environmental Assessment. That process was a critical step in the development plans for two of our wind farm sites and the results, finally confirmed in March 2011, were positive for our sites and played an important part in de-risking our projects, thereby adding value and removing an obstacle to realisation.
Shareholders will have seen from the Circular that our 80 per cent. interest in SERL was purchased by Repsol Nuevas Energias SA ("Repsol"), on behalf of a consortium of leading European energy companies comprising Repsol and EDP Renováveis ("EDPR"). This transaction represents a fulfilment of the strategic decision to invest in this business only three years ago. SeaEnergy PLC recovered all of its investment of £8.1 million and received additional consideration of approximately £30.7 million. I am very proud of what we have achieved in this short time period.
Financial Review
Operating expenses increased by 24 per cent. due to costs incurred in connection with establishment of the SeaEnergy Marine business and professional fees incurred in connection with fund raising efforts in May 2010. Operating loss increased to £5.1 million, from £1.9 million in 2009. 2009 included a one-off arbitration settlement of £2.2 million. Finance expense decreased from £2.5 million in 2009 to £1.5 million in 2010.The Group recorded a loss from continuing operations after tax of £5.6 million in 2010 compared to a loss of £6.5 million in 2009.
At the end of 2010 our cash position was £0.1 million and we had drawn down £2.7 million of the loan facility with LC Capital Master Fund Limited ("LC"). Immediately following completion of the SERL sale, the Group has net cash deposits of £28 million after settling all deal related costs, repaying all loans and accrued interest to both LC and EDPR. Completion of the SERL transaction has also strengthened the Group balance sheet and leaves the Group with net assets of approximately £27 million.
Renewables
Whilst the successful completion of the SERL disposal has been a priority over the past year, we have also advanced our plans for SeaEnergy Marine (as more fully described in the Circular) and there are other aspects of the SERL disposal which are important to the future of your Company.
As part of the SERL sale, our subsidiary SeaEnergy Marine Holdings Limited ("SMHL") has signed a Strategic Cooperation Agreement with EDPR under which both parties shall seek opportunities for mutual collaboration in relation to the supply of operations and maintenance vessels, field infrastructure and equipment installation vessels and other areas of appropriate
collaboration that may arise in the future.
We are also retaining the relationship originally developed between Nantong COSCO Ship Steel Structure Co. Limited ("NCSC") and SERL and are in discussions with NCSC regarding a more comprehensive Cooperation Agreement with the Company which we believe fits better with our planned marine business.
We will also retain the name "SeaEnergy Renewables" which we intend to begin using, after a short transition period, as the holding company for SeaEnergy Marine and other future businesses in that sector. The SERL name is both widely known and respected within the renewables sector and will serve to communicate our further commitment to renewable investments.
Our experience in developing offshore wind farms, gained through SERL, has taught us that the economics of the development and operation of offshore wind farms could be significantly improved by applying innovative thinking on the services side. Specifically, we have recognised there are significant opportunities in operations and maintenance, installation and in optimising manufacturing processes for offshore wind farms.
The economics of offshore wind farms are strongly driven by the productivity of turbines. This depends on the availability of safe and reliable access from supporting vessels on which technicians travel to work. SeaEnergy Marine has developed a "Walk to Work™" solution, involving a new design of vessel system which innovatively combines a stable hull design with an active roll-suppression system and a motion-compensating gangway system.
SeaEnergy Marine has developed a detailed specification for this vessel, and is actively pursuing charter opportunities to justify investing in the first vessel of this class. We are also considering appropriate joint venture partners, which would bring financial capacity and operational experience, to accelerate the entry of this vessel type into the market.
With thousands of offshore wind turbines to be deployed in UK and European waters in the next decade, we recognise that it is important to apply the philosophies of mass production and lean manufacturing to this sector. This approach can be applied to developing an optimised manufacturing and installation process, in which purpose-designed installation vessels work effectively with custom-developed onshore facilities. This would involve a lean manufacturing approach, in which "flat-packed" foundation substructures are built in low-cost fabrication areas such as the Far East or North Africa, and then shipped to local facilities for assembly and installation. SeaEnergy Marine is developing concepts in this area, and seeking to secure joint venture partners with whom to progress these plans. I am confident that this focus on delivering innovative and value-adding services to the offshore wind farm industry can generate real value and cash flow for SeaEnergy.
Oil and Gas Interests
I have been particularly pleased with the progress made, over the past nine months at AIM listed Lansdowne Oil & Gas plc ("Lansdowne"), which was originally spun out of the Company in 2006 and in which we currently hold a 23.03 per cent. interest.
Lansdowne has secured extensions to its Celtic Sea licences, completed an asset swap which expands its portfolio of interests in that region and has used those events to re-launch itself, successfully raising £5 million of new money through a placing in March. SeaEnergy was pleased to be able to support Lansdowne's effort by agreeing to convert £665,000 of debt to equity alongside another of Lansdowne's major shareholders helping to ensure that Lansdowne is now almost debt free.
Lansdowne has commenced the acquisition of 3D seismic over a number of its Celtic Sea prospects and expects that seismic data will assist in farm out activities. It is also possible that Lansdowne will have the ability to participate in the drilling of an appraisal well later this year over its Barryroe prospect. The successful completion of our SERL sale process will leave SeaEnergy in the position of being able to provide further support to Lansdowne should we choose to do so.
It is our intention to continue to monitor closely events in Iraq and to consider partnerships or alliances that could create an entry point for Mesopotamia Petroleum Company into oil services. Iraq will remain, for some time to come, an enticing market given its huge untapped oil reserves but one with equally huge geopolitical challenges. There will be a select number of companies with the patience, resolve, and boldness that are likely to reap the significant future benefits of a presence there.
Your Board continues to engage with the authorities in Montenegro and to monitor investment conditions there in order to determine how the Company's interests can be best pursued.
Outlook
This is an immensely exciting time for your Company and the Board, Management and employees are enthused and energised. Your Board has recently debated and now endorsed a strategy that establishes the Company as one focussed on appropriate ventures in both renewable energy and oil and gas, particularly where we can partner as appropriate with much larger entities, as we have successfully done previously in oil and gas and now renewables.
We believe that one of the greatest opportunities in renewables lies in services to the offshore renewables sector covering operations and maintenance vessels, turbine sub-structure (jacket) construction, assembly and ultimately installation. The experience and credibility we have achieved through our investment in SERL has already served us well in developing concepts for this new business. The skill set for marine renewables (wind, wave & tidal) will come primarily from offshore oil and gas where we have over 30 year of experience.
Finally I would like to reiterate my thanks to LC Capital Master Fund for its unwavering financial support of the Company during the past five years.
Stephen Remp
Chairman
SeaEnergy PLC
Results for the year to 31 December 2010
Consolidated Balance Sheet
As at 31 December 2010
2010 | 2009 | ||
Audited | Audited | ||
Note | £'000 | £'000 | |
Assets | |||
Non- current assets | |||
Goodwill and other intangible assets | 4 | 6,453 | 3,158 |
Property, plant & equipment | 5 | 200 | 173 |
Investments in associates | 6 | 1,819 | 652 |
Derivative financial instruments | 7 | - | 506 |
8,472 | 4,489 | ||
Current assets | |||
Trade and other receivables | 917 | 455 | |
Derivative financial instruments | 7 | 341 | 3,581 |
Cash and cash equivalents | 94 | 2,792 | |
1,352 | 6,828 | ||
Total assets | 9,824 | 11,317 | |
Liabilities | |||
Current liabilities | |||
Trade and other payables | 8 | (5,320) | (2,741) |
Loans and borrowings | 8 | (2,650) | (2,000) |
Provisions | (6) | (3) | |
(7,976) | (4,744) | ||
Non-current liabilities | |||
Deferred income tax liabilities | (472) | (489) | |
Other non-current liabilities | (32) | (41) | |
(504) | (530) | ||
Total liabilities | (8,480) | (5,274) | |
Net assets | 1,344 | 6,043 | |
Shareholders' equity | |||
Ordinary shares | 9 | 6,911 | 6,809 |
Share premium | 9 | 79,075 | 78,658 |
Deficit on retained earnings | 10 | (84,381) | (79,424) |
Total equity attributable to owners of the parent | 1,605 | 6,043 | |
Non-controlling interest in equity | (261) | - | |
Total equity | 1,344 | 6,043 |
SeaEnergy PLC
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2010
2010 |
2009 | ||
Audited | Audited | ||
Note | £'000 | £'000 | |
Continuing operations | |||
Operating expenses | (5,067) | (4,071) | |
Arbitration settlement | 11 | - | 2,159 |
Operating loss | (5,067) | (1,912) | |
Finance income | 27 | 111 | |
Finance costs | (1,478) | (2,638) | |
Finance (costs) - net | (1,451) | (2,527) | |
Share of profit / (loss) of associates and other movements | 863 | (2,049) | |
Loss before income tax | (5,655) | (6,488) | |
Income tax credit | 17 | - | |
Loss from continuing operations | (5,638) | (6,488) | |
Discontinued operation | |||
Loss from discontinued operation (net of tax) | (30) | (37) | |
Loss for year | (5,668) | (6,525) | |
Attributable to: | |||
Owners of the parent | (5,283) | (6,525) | |
Non-controlling interests | (385) | - | |
Loss for year | (5,668) | (6,525) | |
Loss per share | 3 | ||
Basic | (7.65)p | (11.80)p | |
Diluted | (7.65)p | (11.80)p | |
Continuing operations | |||
Loss per share | |||
Basic | (7.61)p | (11.74)p | |
Diluted | (7.61)p | (11.74)p |
SeaEnergy PLC
Consolidated Statement of Changes in Equity
For the year ended 31 December 2010
Attributable to owners of the parent company | ||||||
Group |
Share capital £'000 | Share premium £'000 | Retained earnings restated £'000 |
Total equity £'000 |
Non-controlling interest £'000 |
Total equity £'000 |
Year ended 31 December 2009 | ||||||
At 1 January 2009 | 4,611 | 71,196 | (72,899) | 2,908 | - | 2,908 |
Loss for the financial year | - | - | (6,525) | (6,525) | - | (6,525) |
Issues of new shares - gross consideration | 2,198 | 8,128 | - | 10,326 | - | 10,326 |
Cost of issues | - | (666) | - | (666) | - | (666) |
At 31 December 2009 | 6,809 | 78,658 | (79,424) | 6,043 | - | 6,043 |
Year ended 31 December 2010 | ||||||
At 1 January 2010 | 6,809 | 78,658 | (79,424) | 6,043 | - | 6,043 |
Loss for the financial year | - | - | (5,283) | (5,283) | (385) | (5,668) |
Share based payment transactions | - | - | 326 | 326 | - | 326 |
Issue of new shares - gross consideration | 102 | 417 | - | 519 | - | 519 |
Non-controlling interest share subscription | - | - | - | - | 124 | 124 |
At 31 December 2010 | 6,911 | 79,075 | (84,381) | 1,605 | (261) | 1,344 |
SeaEnergy PLC
Consolidated Statement of Cash Flows
For the year ended 31 December 2010
Note |
2010 |
2009 | |
Audited | Audited | ||
£'000 | £'000 | ||
Net cash used in operating activities | 12 | (3,782) | (1,268) |
Cash flows from investing activities | |||
Interest received | 6 | 64 | |
Proceeds from sale of property, plant and equipment | - | 1 | |
Acquisition of intangible assets | (1,145) | (754) | |
Acquisition of property, plant and equipment | (78) | (20) | |
Investment in associate | (304) | - | |
Amounts due by associates | (559) | 171 | |
Net cash used in investing activities | (2,080) | (538) | |
Cash flows from financing activities | |||
Interest paid | (2) | (1) | |
Proceeds from issuance of ordinary shares | 187 | 2,160 | |
Proceeds from derivative financial instruments | 2,338 | 846 | |
Payment of finance lease liabilities | (9) | (5) | |
Proceeds from borrowings | 1,150 | 500 | |
Repayment of borrowings | (500) | - | |
Net cash generated by financing activities | 3,164 | 3,500 | |
Effect of exchange rate fluctuations on cash held | - | 47 | |
Net (decrease) / increase in cash and cash equivalents | (2,698) | 1,741 | |
Opening cash and cash equivalents | 2,792 | 1,051 | |
Closing cash and cash equivalents | 94 | 2,792 | |
Notes to the Financial Information
For the year ended 31 December 2010
1. Basis of Presentation
The consolidated financial information for the year ended 31 December 2010 has been prepared on the basis of International Financial Reporting Standards ("IFRS") accounting policies to be adopted in the financial statements for the year ended 31 December 2010.
The Directors have prepared the financial information on the going concern basis which assumes that the Group and Company and its subsidiaries will continue in operational existence for the foreseeable future.
The Group had net assets at the balance sheet date of £1,344,000, and is subject to the principal risks and
uncertainties described in the Directors' Report.
On 28 June 2011, SeaEnergy PLC successfully completed the disposal of its subsidiary SeaEnergy Renewables
Limited to Repsol Nuevas Energias SA. Having received the proceeds from the disposal, the Group's strategy will now focus on its existing assets, in particular SeaEnergy Marine which is at an exciting stage of development, and look to identify new energy sector opportunities that can be developed and monetised. The Directors have prepared cash flow forecasts for the Group that indicate the Group will have adequate cash resources to meet its obligations as they fall due for a period of not less than one year from the date of approval of these financial statements.
The figures and financial information for the year ended 2010 do not constitute the statutory financial statements for that year under section 435 of the Companies Act 2006. The 2009 comparatives are derived from the statutory accounts for 2009 which have been delivered to the Registrar of Companies and received an unqualified audit report and did not contain a statement under the Companies Act 1985, s237(2) or (3).
2. Segmental Reporting
The Group has two operating segments being Oil & Gas and Renewable Energy. The Group's operations are concentrated within Europe, mainly in the UK. There has been no aggregation of the operating segments in reporting the segmental performance.
The Chief Operating Decision Maker (the Board) monitors the operating results and segmental assets and liabilities of its operating segments separately for the purposes of making decisions and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the Consolidated financial statements. However, corporate overheads (including finance costs and finance income) are managed on a group basis and are not allocated to operating segments.
Oil & gas £'000 | Renewable energy £'000 | Corporate overheads £'000 | Group £'000 | |||
2010 | ||||||
Revenue | - | - | - | - | ||
Operating profit / (loss) | 275 | (1,985) | (3,357) | (5,067) | ||
Share of associates (oil & gas) | 863 | |||||
Finance costs net | (1,451) | |||||
Operating loss from discontinued operations | (30) | |||||
Taxation | 17 | |||||
Loss for the year | (5,668) |
2009 | ||||||
Revenue | - | - | - | - | ||
Operating profit / (loss) | 2,075 | (1,597) | (2,390) | (1,912) | ||
Share of associates (oil & gas) | (2,049) | |||||
Finance costs net | (2,527) | |||||
Operating loss from discontinued operations | (37) | |||||
Loss for the year | (6,525) | |||||
Corporate overheads include employee costs, office costs and professional fees relating to the parent Company of the Group.
Discontinued operations relate to a gas field which was sold in February 2006.
Group | Oil & gas £'000 | Renewable energy £'000 | Total continuing operations £'000 | Discontinued operations £'000 | Corporate unallocated £'000 | Group £'000 |
| ||||||
2010 |
| ||||||||||||
Segment assets | 4,140 | 4,361 | 8,501 | - | 1,323 | 9,824 |
| ||||||
Segment liabilities | (537) | (2,782) | (3,319) | (1,287) | (3,874) | (8,480) |
| ||||||
| |||||||||||||
2009 |
| ||||||||||||
Segment assets | 2,932 | 977 | 3,909 | - | 7,408 | 11,317 |
| ||||||
Segment liabilities | (508) | (416) | (924) | (1,257) | (3,093) | (5,274) |
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Group | Oil & gas £'000 | Renewable energy £'000 | Total continuing operations £'000 | Discontinued operations £'000 | Corporate unallocated £'000 | Group £'000 | |||||||
2010 | |||||||||||||
Capital Expenditure | |||||||||||||
P,P&E | - | 69 | 69 | - | 9 | 78 | |||||||
Intangibles | - | 3,295 | 3,295 | - | - | 3,295 | |||||||
Non cash expenses | |||||||||||||
Depreciation | - | 21 | 21 | - | 30 | 51 | |||||||
Group | Oil & gas £'000 | Renewable energy £'000 | Total continuing operations £'000 | Discontinued operations £'000 | Corporate unallocated £'000 | Group £'000 | ||
2009 | ||||||||
Capital Expenditure | ||||||||
P,P&E | - | 15 | 15 | - | 30 | 45 | ||
Intangibles | - | 754 | 754 | - | - | 754 | ||
Non cash expenses | ||||||||
Depreciation | - | 6 | 6 | - | 25 | 31 |
3. Loss per Ordinary Share
Loss per share attributable to owners of the parent arise from continuing and discontinued operations as follows:
(pence per share) | ||
2010 | 2009 | |
Loss per share attributable to owners of the parent arise from continuing operations as follows: | ||
- basic | (7.61) | (11.74) |
- diluted | (7.61) | (11.74) |
Loss per share for loss from discontinued operation attributable to the owners of the parent | ||
- basic | (0.04) | (0.06) |
- diluted | (0.04) | (0.06) |
Loss per share for loss from continuing and discontinued operations attributable to the owners of the parent | ||
- basic | (7.65) | (11.80) |
- diluted | (7.65) | (11.80) |
The calculations were based on the following information.
£'000 | £'000 | |
Loss attributable to owners of the parent | ||
- continuing operations | (5,253) | (6,488) |
- discontinued operation | (30) | (37) |
- continuing and discontinued operations | (5,283) | (6,525) |
Weighted average number of shares in issue | ||
- basic | 69,015,216 | 55,272,661 |
- diluted | 69,015,216 | 55,272,661 |
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Company has three classes of potential ordinary shares; share options, warrants and the Schlumberger debt deferral agreement. As a loss was recorded for the current year and the previous year the issue of potential ordinary shares would have been anti-dilutive in both years.
4. Goodwill and Other Intangible Assets
Other | Goodwill | Total | |
£'000 | £'000 | £'000 | |
Year ended 31 December 2009 | |||
Opening net book amount at 1 January 2009 | 1,915 | 489 | 2,404 |
Additions | 754 | - | 754 |
Closing net book amount at 31 December 2009 | 2,669 | 489 | 3,158 |
Year ended 31 December 2010 | |||
Opening net book amount at 1 January 2010 | 2,669 | 489 | 3,158 |
Additions | 3,295 | - | 3,295 |
Closing net book amount at 31 December 2010 | 5,964 | 489 | 6,453 |
Oil and gas project expenditures, including geological, geophysical and seismic costs, are accumulated as intangible fixed assets prior to the determination of commercial reserves. At 31 December 2010, such intangible fixed assets totalled £1.8 million (31 December 2009: £1.8 million).
Renewable energy project expenditures have been capitalised as intangible assets, where the Group's renewable subsidiary has entered into Exclusivity Agreements, or a Zone Development Agreement, with The Crown Estate in relation to proposed offshore wind farm sites. At 31 December 2010, such intangible fixed assets totalled £4.2 million (31 December 2009: £0.9 million).
5. Property, Plant and Equipment
Plant, fixtures and equipment £'000 | |
Cost | |
At 1 January 2009 | 501 |
Additions | 45 |
Disposals | (39) |
At 31 December 2009 | 507 |
Accumulated depreciation | |
At 1 January 2009 | 342 |
Charge for the year | 31 |
Disposals | (39) |
At 31 December 2009 | 334 |
Net book amount | |
At 31 December 2009 | 173 |
Cost | |
At 1 January 2010 | 507 |
Additions | 78 |
At 31 December 2010 | 585 |
Accumulated depreciation | |
At 1 January 2010 | 334 |
Charge for the year | 51 |
At 31 December 2010 | 385 |
Net book amount | |
At 31 December 2010 | 200 |
6. Investments
£'000 | |
Investments in associates | |
At 1 January 2009 | 2,701 |
Impairment | (1,416) |
Other movements | (167) |
Share of loss for year | (466) |
At 31 December 2009 | 652 |
At 1 January 2010 | 652 |
Addition | 304 |
Impairment reversal | 1,416 |
Other movements | (171) |
Share of loss for year | (382) |
At 31 December 2009 | 1,819 |
The impairment provision was reversed to reflect the increased underlying value in the associate investment and its success in raising funds to progress its business.
The Group's share of the results of its principal associates and its aggregated assets and liabilities are as follows:
Name | Country of incorporation | Status | Assets | Liabilities | Revenues | Loss | Per cent. interest held in ordinary shares by group |
2010 | |||||||
Lansdowne Oil & Gas plc | England | AIM listed | 3,072 | (1,253) | - | (382) | 29.99 |
Mesopotamia Petroleum Company Limited* | England | Private | - | - | - | - | 32.67 |
3,072 | (1,253) | - | (382) |
After the balance sheet date the Group's interest in Lansdowne Oil & Gas plc reduced to 23.03 per cent. following an issue of shares by Lansdowne. The closing mid-market price for Lansdowne at 31 December 2010 was 13.75p per share (2009: 5.13p per share)
* Mesopotamia Petroleum Company Limited had net liabilities at 31 December 2010. The investment has been written down to nil during 2009. After the balance sheet date the Group's interest increased to 40.21 per cent. The unrecognised share of loss for the year relating to MPC was £35,000 (2009: £501,000).
7. Derivative Financial Instruments
2010 | 2009 | |
£'000 | £'000 | |
Current | 341 | 3,581 |
Non-current | - | 506 |
341 | 4,087 |
During 2009 the Company entered into two derivative agreements. The Company issued shares by way of placing in exchange for the right to receive the proceeds of monthly swap settlements. Under the swap agreements the subscription monies were retained by the placee as collateral. Each settlement amount is determined by the Company's share price and by interest on the notional balance outstanding during that settlement period. Until the settlement of each swap the Company holds the risk and reward of market changes.
On 4 September 2009, the Company arranged a placing of 15,000,000 ordinary 10p shares at a price of 50p per
share. The first placing tranche of 9,900,000 shares (Tranche A) was issued on 4 September 2009. The second
placing tranche of 5,100,000 shares (Tranche B) was issued on 24 September 2009 following the granting of the
requisite authority at a General Meeting of the Company's shareholders.
The Company also entered into derivative agreements, consisting of equity and interest rate swaps with a notional principal value of £4.95 million and £2.55 million in relation to Tranche A and Tranche B respectively.
At the end of the year, the fair value of the derivative agreements in accordance with IAS 39 was £0.3 million (2009: £4.1 million).
The notional principal of each derivative agreement is divided into 18 swaps. In respect of Tranche A, the first 9
swaps are in relation to notional principal of £341,667 per swap and the second 9 swaps are in relation to notional principal of £208,333 per swap. In respect of Tranche B, the first 9 swaps are in relation to notional principal of £233,333 per swap and the second 9 swaps are in relation to notional principal of £50,000 per swap.
The value of the swap settled in each period is determined by the reference to the Company's share price, the equity swap, and to LIBOR (1 month GBP London Interbank Borrowing Rate), the interest rate swap. The amount received in respect of each equity swap is based on the Company's share price divided by the strike price of 73.33p multiplied by the principal being settled. In respect of Tranche A, a change in share price of 1p from the strike price will lead to a change in receipts of £4,659 per month, over the first 9 swaps, and £2,841 per month over the second 9 swaps. In respect of Tranche B, a change in share price of 1p from the strike price will lead to a change in receipts of £3,182 per month, over the first 9 swaps, and £682 per month over the second 9 swaps.
The settlement value of the interest rate swap is deducted from the equity swap. It is calculated as the difference
between fixed rate interest of 0.25 per cent. per annum, payable on the reducing balance of the notional principal, and LIBOR plus an agreed margin (subject to a collar). Interest due on the collateral amounts is deducted from amounts due under the interest rate swap.
The first settlement monthly settlement date for Tranche A was October 2009 and the last was April 2011. The first settlement monthly settlement date for Tranche B was November 2009 and the last was May 2011. Post year end settlements resulted in a receipt of £440,000 to the Company under these arrangements.
Fair value of the swaps is calculated by discounting the forecast cash flows by reference to the current share price and LIBOR on the reference date.
Tranche A | 31 December 2010 | 31 December 2009 |
Company share price | 23.5p | 52.5p |
Discount rate (per cent.) | 8 | 8 |
Fair value (£'000) | 263 | 2,683 |
31 December 2010 | 31 December 2009 | |
Tranche B | ||
Company share price | 23.5p | 52.5p |
Discount rate (per cent.) | 8 | 8 |
Fair value (£'000) | 78 | 1,404 |
8. Trade and Other Payables, Loans and Borrowings
(a) Trade and Other Payables
Amounts falling due within one year; | 2010 £,000 | 2009 £,000 |
Trade payables | 1,015 | 710 |
Other taxes and social security | 88 | 90 |
Accruals | 2,148 | 563 |
Amounts due under finance leases | 9 | 9 |
Other payables | 2,060 | 1,369 |
5,320 | 2,741 |
*Other payables include an amount of £1.3 million (2009: £1.3 million) due to Schlumberger Offshore Services Limited under a debt deferral arrangement.
(b) Loans and Borrowings
2010 £'000 | 2009 £,000 | |
Loan from shareholder | 2,650 | 2,000 |
In April 2008 the Company secured a borrowing facility in aggregate amount of £2 million (the "Facility"), to
provide additional working capital. During 2008 the Company drew down £1.5 million against this facility. The
balance of £500,000 was drawn during 2009.
The Facility has been made available by LC Capital Master Fund Ltd ("LC") a shareholder of the Company.
The first draw down was made on 24 July 2008 and repayment was initially due six months thereafter in January
2009. With the consent of the lender this was extended until July 2009 and subsequently until January 2010. The
Company repaid £0.5 million in February 2010.
During 2010 the facility was increased to £3.8 million and the Company drew down £1.15 million against the
increased facility. The repayment date was extended until the earlier of 31 December 2010 or the completion of the sale process of SeaEnergy Renewables Limited ("SERL").
On 31 January 2011 the Company agreed a further extension to the terms of the facility until the earlier of 31 March 2011, or completion of the "SERL" sale process. The lender also agreed to increase the size of the facility by £500,000 to £4.3 million.
On 31 March 2011 the Company agreed a further extension to the terms of the loan facility until the earlier of 30
April 2011, or execution of an agreement for the sale of SERL.
On 3 May 2011 the Company agreed a further extension until the earlier of 30 June 2011 or the completion of the sale of its subsidiary SeaEnergy Renewables Limited.
The loan and interest was repaid in full from the proceeds of that transaction.
9. Share Capital and Premium
Date |
Number of shares (thousands) |
Ordinary Shares £'000 |
Share Premium £'000 | Total £'000 | |
At 31 December 2008 | 46,109 | 4,611 | 71,196 | 75,807 | |
27 January 2009 | Issue of new shares | 331 | 33 | 103 | 136 |
21 April 2009 | Placing of new shares | 3,579 | 358 | 1,193 | 1,551 |
18 May 2009 | Exercise of warrants | 600 | 60 | 144 | 204 |
2 June 2009 | Exercise of warrants | 2,400 | 240 | 576 | 816 |
31 July 2009 | Exercise of share options | 70 | 7 | 17 | 24 |
4 September 2009 | Placing of new shares | 9,900 | 990 | 3,583 | 4,573 |
24 September 2009 | Placing of new shares | 5,100 | 510 | 1,846 | 2,356 |
At 31 December 2009 | 68,809 | 6,809 | 78,658 | 85,467 | |
21 January 2010 | Issue of new shares | 149 | 15 | 75 | 90 |
2 February 2010 | Exercise of share options | 210 | 21 | 50 | 71 |
5 February 2010 | Issue of new shares | 588 | 29 | 274 | 333 |
18 February 2010 | Exercise of share options | 75 | 7 | 18 | 25 |
At 31 December 2010 | 69,111 | 6,911 | 79,075 | 85,986 |
The total authorised number of ordinary shares is 100 million shares (2009: 100 million shares) with a par value of 10p per share. All issued shares are fully paid.
On 27 January 2009 the Company issued 330,768 new ordinary shares of 10p each at a price of 41p per share
to Exploration Geosciences Limited ("EGL"), in settlement of a bonus entitlement in the year ended 31 December 2008.
On 21 April 2009 the Company issued 3,579,232 new ordinary shares of 10p each at a price of 46p per share by
way of a private placing.
On 18 May 2009, following the exercise of 600,000 warrants, the Company issued 600,000 new ordinary shares of 10p each. In June 2009, following the exercise of a further 2,400,000 warrants, the Company issued 2,400,000 new ordinary shares of 10p each. The exercise of the warrants, which were granted in August 2005 at a price of 34p per share, resulted in the Company receiving £1.02 million as proceeds of these exercises.
On 31 July 2009 the Company issued 70,000 new ordinary shares of 10p each at a price of 34p per ordinary share following the exercise of share options.
On 4 September 2009 the Company issued 9,900,000 new ordinary shares of 10p each at a price of 50p per share by way of private placing.
On 24 September 2009 the Company issued 5,100,000 new ordinary shares of 10p each at a price of 50p per share by way of private placing.
On 21 January 2010, the Company issued 149,000 new ordinary shares of 10p each at a price of 60p per share.
These shares were subscribed for by the pension fund of Executive Chairman Steve Remp.
On 2 February 2010, the Company issued 210,000 new ordinary shares of 10p each at a price of 34p per share
following the exercise of share options.
On 5 February 2010, the Company issued 587,511 new ordinary shares of 10p each at a price of 56.5p per share,
the closing mid-market price on 4 February 2010. The shares were purchased by the SeaEnergy PLC Employee
Benefit Trust which has been established and funded by the Company for the purpose of rewarding Directors, officers and employees of the Company and its subsidiaries. These shares were subsequently reallocated to independent sub-trusts in settlement of deferred payroll costs.
On 18 February 2010, the Company issued 75,000 new ordinary shares of 10p each at a price of 34p per share
following the exercise of share options.
The principal trading market for the shares in the UK is the London Stock Exchange's Alternative Investment Market ("AIM") on which the shares have been traded since 14 November 1996.
The following table sets forth, for the calendar quarters indicated, the reported highest and lowest price for the shares on AIM, as reported by the London Stock Exchange.
2010 | 2009 | |||
Pence per share | Pence per share | |||
High | Low | High | Low | |
First quarter | 71.2 | 38.0 | 58.8 | 41.0 |
Second quarter | 43.2 | 18.0 | 81.5 | 65.5 |
Third quarter | 32.0 | 17.0 | 78.0 | 46.0 |
Fourth quarter | 24.2 | 18.5 | 54.0 | 44.5 |
10. Deficit on Retained Earnings
Year ended 31 December 2009 | £'000 |
At 1 January 2009 | (72,899) |
Loss for the financial year | (6,525) |
At 31 December 2009 | (79,424) |
Year ended 31 December 2010 | |
At 1 January 2010 | (79,424) |
Loss for the financial year | (5,283) |
Share based payments charge | 326 |
At 31 December 2010 | (84,381) |
11. Arbitration Settlement
On 30 December 2009 the Company settled a dispute with the State Oil Company of the Azerbaijan Republic.The settlement proceeds of $4.9 million (£3.0 million) less costs were credited to the Income Statement. The settlement proceeds were received on 31 December 2009.
12. Reconciliation of Loss before Income Tax to Cash used in Operations
2010 | 2009 | |
£'000 | £'000 | |
Loss for year from operations | (5,668) | (6,525) |
Adjustments for: | ||
Net finance expense | 1,451 | 2,527 |
Tax on continuing operations | (17) | - |
Depreciation of property, plant and equipment | 51 | 31 |
Gain on sale of property, plant and equipment | - | (1) |
Equity settled share-based payment transactions | 326 | - |
Payroll costs settled in shares | 332 | - |
Impairment of investment in associate | (1,416) | 1,416 |
Share of associate loss and other movements | 553 | 633 |
Operating cash flows before movements in working capital | (4,388) | (1,919) |
Change in trade and other receivables | 243 | - |
Change in trade and other payables | 360 | 650 |
Change in provisions | 3 | 1 |
Net cash used in operating activities | (3,782) | (1,268) |
13. Related Party Transactions
(a) Directors
During 2009 and 2010 Directors voluntarily agreed to defer contractual payments as summarised below:
As at 31 December | |||||
2010 | 2009 | ||||
Salary | Pension | Fees | £'000 | £'000 | |
SE Remp | 14 | 45 | - | 59 | 119 |
SR Bertram | 9 | 11 | - | 20 | 14 |
CG Moar | 7 | 9 | - | 16 | 4 |
SG Lampe | - | - | 19 | 19 | - |
D Sigsworth | - | - | 3 | 3 | - |
JH Aldersey-Williams | - | - | 3 | 3 | - |
DK Laing | - | - | 3 | 3 | - |
30 | 65 | 28 | 123 | 137 |
No guarantees were given by the Company and no interest was charged on the outstanding balances.
All 2009 deferred amounts were settled in January 2010.
(b) Directors
In addition to his Board fees as a Non-Executive Director, J H Aldersey-Williams undertook consultancy. The fees for the consultancy totalled £88,000 and it was agreed that £9,000 would be deferred. No guarantees were given by the Company and no interest was charged on the outstanding balances. In the period from his appointment on 24 September 2009 to 31 December 2009, he received £2,000 of consultancy fees.
In addition to his role as a Non-Executive Director, DK Laing is Chairman of Ledingham Chalmers, legal advisers to the Company. The Company incurred legal fees of £57,000 for services provided by Ledingham Chalmers. Of this amount it was agreed to defer £24,000. No guarantees were given by the Company and no interest was charged on the outstanding balances.
None of these amounts are reflected in the table above.
(c) Associates
The Group has made payments for administrative expenses on behalf of its associate company Mesopotamia
Petroleum Company Limited ("MPC"). The balance owed by MPC to the Group as at 31 December 2010 is
£313,000 (2009: £237,000). It is unsecured. In January 2011 the Company, along with all other MPC creditors,
agreed to defer the amount owed by MPC until January 2013. No interest is charged and no guarantee has been
given. The Company has made full provision against this debt.
The Group made payments for administrative expenses on behalf of its associate company Lansdowne Oil & Gas plc ("Lansdowne"). The balance owed by Lansdowne to the Group as at 31 December 2010 is £580,000 (2009: £524,000). No provision was made at 31 December 2010 (2009: £524,000). The debt was settled in full on 23 March 2011 (see note 31(d)).
During the year the Group loaned £304,000 to Lansdowne. Repayment of this amount was satisfied by the issue of 3,377,367 new ordinary shares by Lansdowne at a price of 9 pence per share on 17 December 2010.
(d) Compensation of key management personnel
2010 £'000 | 2009 £'000 | |
Short term employee benefits | 677 | 655 |
Post employment benefits | 101 | 95 |
Share based payment | 221 | - |
National insurance | 87 | 84 |
1,086 | 834 |
(e) Disposal of SERL
Joel Staadecker, a former director of SERL, who has also been a director of SeaEnergy PLC in the last 12 months, had a 4.23 per cent. interest in the issued share capital of SERL which was acquired by Repsol, and as a result the Disposal was deemed to be a related party transaction under AIM Rule 13. The Directors having consulted with the Company's nominated adviser, Ambrian Partners, considered that the terms of the Disposal were fair and reasonable as far as Shareholders were concerned.
In recognition of the extent of the financial support afforded to the Company by LC Capital over the last few years, principally LC Capital's recent agreement to (i) increase the amount of the LC Loan, (ii) the various extensions to the repayment date of the LC Loan, the Board agreed to pay to LC Capital £767,500. This fee was paid by the Company at the same time as it retired the LC Loan on Completion of the SERL disposal.
Steven Lampe is a managing member of Lampe Conway & Co, LLC, the investment manager of LC Capital.
Accordingly, the payment of the LC Loan Fee was deemed to be a related party transaction in terms of AIM Rule 13. The Directors (other than Steven Lampe), having consulted with the Company's nominated adviser, Ambrian Partners, considered that the terms of the LC Loan Fee were fair and reasonable insofar as the Shareholders were concerned.
14. Post Balance Sheet Events
(a) Extension of Loan Facilities
On 31 January 2011 the Company agreed a further extension to the terms of an existing loan facility, provided by LC Capital Master Fund, Ltd ("LC"), a major shareholder, until the earlier of 31 March 2011, or completion of the SeaEnergy Renewables Limited ("SERL") sale process. LC also agreed to increase the size of the facility by £500,000 to £4.3 million.
On 31 March 2011 the Company agreed a further extension to the terms of the loan facility until the earlier of 30
April 2011, or execution of an agreement for the sale of SERL.
On 3 May 2011 the Company agreed a further extension until the earlier of 30 June 2011 or the completion of the sale of its subsidiary SERL.
The loan and interest was repaid in full from the proceeds of that transaction.
(b) Mesopotamia Petroleum Company Limited ("MPC")
On 17 March 2011 the Company announced that the Board of MPC had reached agreement with all of its creditors, including the Company, for the deferral of their claims to allow MPC to continue in business while it awaits an improvement in both the situation in Iraq and the financial markets generally. In order to fund ongoing near term activities, a number of existing MPC shareholders agreed to inject £50,000 (Company's share £24,000) through the issue of new shares in MPC. As a result of this share issue the Company's holding in MPC rose to 40.21 per cent. SeaEnergy directors S E Remp and S R Bertram direct holdings in MPC rose to 5.09 per cent. and 0.45 per cent. respectively. SeaEnergy PLC has already provided in full for its investment in MPC.
(c) Scottish Strategic Environment Assessment Update
On 18 March 2011 the Strategic Environmental Assessment ("SEA") and public consultation process by the Scottish Government was completed. The process was undertaken to determine the most appropriate locations for placing wind energy devices in the sea, around the entire Scottish coast.
The Group's Beatrice and Inch Cape sites were amongst the sites identified as suitable for developing offshore wind under the short term option (2010-2020) by the SEA.
The assessment examined likely impact of offshore wind developments, including the cumulative effects from more than one development, and from other types of developments. The SEA was designed to help ensure that Scotland's future commercial offshore wind resource is developed sustainably, and to inform developers when they carry out Environmental Impact Assessments as they are required to do to obtain the necessary consents.
The 920MW Beatrice and 905MW Inch Cape sites were awarded to SeaEnergy Renewables Limited ("SERL"), the Company's 80 per cent. owned subsidiary, and its co-venturers in February 2009 by The Crown Estate ("TCE") in the Scottish offshore wind farm application process. The publication of the SEA will allow Agreements for Lease to be negotiated and finalised between the respective developers and TCE.
(d) Interest in Lansdowne Oil & Gas plc ("Lansdowne")
On 23 March 2011 the Company's interest in Lansdowne altered following a General Meeting, at which Lansdowne's shareholders approved the issue of a total of 27,791,743 new Lansdowne shares. 20,000,000 new shares were placed for cash and a further 7,791,743 new shares were issued to retire debt. The new shares were issued at 25p each.
Prior to the issue of new shares the Company held a 29.9 per cent. interest in Lansdowne through its wholly owned subsidiary Ramco Hibernia Limited. The Company did not participate in the placing but did convert £664,958.50 of loans receiving 2,659,834 new Lansdowne shares at 25p each. As a result the Company now holds 18,765,509 shares in Lansdowne (23.03 per cent.).
(e) Disposal of SERL
The Company reached an agreement on 4 June 2011 to dispose of its entire interest in SERL to Repsol. Shareholder approval was obtained on 22 June 2011. The Company has disposed of its 80.13% interest in SERL, which has an interest in three offshore wind farm sites off the east coast of Scotland, in return for a cash consideration of £30.7m and the full recovery of its £8.1m loan to SERL. The remaining share capital, held by SERL's Management, has also been acquired by Repsol, which has, in turn formed a consortium with EDPR to further develop two of SERL's projects.
A sum of £3.0 million will be retained by Repsol until the first anniversary of completion and applied in respect
of any warranty claims it may bring against the Company. Interest shall accrue at LIBOR plus 1 per cent. on all
retained amounts.
SeaEnergy will now focus on its existing assets, in particular SeaEnergy Marine, which is at an exciting stage of
development, and will further seek to identify new opportunities to repeat its successful formula of identifying,
developing and monetising business opportunities in the energy sector (renewables and oil & gas).
The Company will record a gain on disposal of approximately £32 million before bonuses. This gain will be included in the Group's results for the year ended 31 December 2011. Bonuses are payable to Directors on the Group profit after tax. These are disclosed in the Remuneration Report.
15. Contingent Liability
Under the terms of a Joint Venture ("JV") agreement, dated 26 February 2009, between the Iraqi Drilling Company
("IDC") and the Company's Associate, Mesopotamia Petroleum Company ("MPC"), there was a requirement on
MPC to confirm its share of the initial joint venture funding by an agreed date. Failure to do so may have required
MPC to pay a penalty of US$2.2 million. After the confirmation deadline had passed IDC unilaterally terminated
the JV in July 2009. The MPC Board believe that they were entitled to an extension of the funding confirmation
date under the JV. The Company and another MPC shareholder, and an associate of that shareholder, jointly and
severally guaranteed the penalty amount.
16. Annual Report, Financial Statements and Annual General Meeting
The Annual Report and Financial Statements will be posted to shareholders shortly and will be available from the Company's website www.seaenergy-plc.com and from Britannia House, Endeavour Drive, Arnhall Business Park, Westhill, Aberdeenshire AB32 6UF.
The Companies Acts require the Company to hold its Annual General Meeting on or before 30 June 2011. The Board in consultation with the Company's legal advisers considered it appropriate to conclude the disposal of SERL to Repsol prior to signing off the Company's 2010 Accounts, as the completion of this transaction had a material bearing on the future existence and plans for the Company. The sale process has only just been concluded. Consequently the convening of this year's AGM has been slightly delayed and the AGM will not be held until 29 July 2011.
To have convened this year's AGM for a date on or before 30 June 2010 would have required the shareholders to receive short notice, which the Board and its legal advisers believed would not have been in the best interests of its shareholders. The Board has instead opted to convene this year's AGM for a date as soon as is practicable following 30 June 2010 giving shareholders the full period of statutory notice (21 days) to consider the 2010 Accounts and the proposed business of the AGM.
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