7th Jun 2013 13:34
Brady Exploration plc ("Brady" or the "Company")
Audited results for the year ended 31 December 2012
_________________________________________________________________________________________
Highlights
·; Implementation of investing policy in September 2012 to invest in natural resources companies
·; Low overhead base maintained with a tight control over costs
·; Identification of a potential acquisition opportunity in the oil & gas sector
Brady Exploration plc, the natural resources focused investing company, announces its audited results for the year ended 31 December 2012.
Enquiries:
Brady Exploration plc
Alex Borrelli, Chairman +44 7747 020 600
Allenby Capital Limited
(Nominated adviser and joint broker)
Nick Naylor / Nick Athanas +44 20 3328 5656
Peterhouse Corporate Finance
(Joint broker)
Jon Levinson +44 20 7469 0935
Lucy Williams +44 20 7469 0936
Chairman's statement
I am pleased to report on the Company's audited results for the year ended 31 December 2012.
The results for the year show a loss before taxation of £237,035, principally comprising administrative expenses, and a loss per share of 0.4p. Net assets at 31 December 2012 amounted to £227,160 while cash and cash equivalents, at that date, were £64,984.
During the period under review the Company, which had adopted an investing policy to invest in companies operating in the natural resources sector, made a number of such investments in quoted companies operating across a range of countries. Consequently, on 25 September 2012, the Company announced that it had substantially implemented its investing policy within the period required under Rule 15 of the AIM Rules for Companies. Certain of these investments were subsequently sold prior to the year end and contributed £5,909 to the operating loss for the year.
The Board has continued to seek to identify a suitable acquisition or investment where we believe value can be generated for shareholders. We remain, however, conscious that the Company has limited cash resources and we continue to maintain a tight control over costs.
On 30 April 2013, the Company announced that it is at an advanced stage of acquiring the entire issued share capital of Energy Equity Resources (Norway) Limited ("EERNL"). EERNL is a UK incorporated company with oil and gas interests in Nigeria. The consideration for the proposed acquisition (the "Proposed Acquisition") is to be satisfied through the issue of new ordinary shares in Brady to the shareholders of EERNL.
The Proposed Acquisition would constitute a reverse takeover under Rule 14 of the AIM Rules for Companies and will therefore be conditional, inter alia, upon the publication of an admission document by the Company and the approval of Brady's shareholders at a general meeting. The Proposed Acquisition will also be conditional on the raising of additional equity finance. Simultaneous with the announcement of the Proposed Acquisition the Company's shares were suspended from trading on AIM and the shares remain suspended pending publication of an admission document by the Company or an announcement that the Proposed Acquisition is no longer proceeding.
EERNL was founded in 2004 and is focused on identifying, acquiring and developing interests in oil and gas assets in Nigeria, including the prolific Niger Delta, and developing and bringing acquired oil and gas assets into production. Nigeria holds the 10th largest proven oil reserves in the world with over 80 billion barrels.
EERNL has worked with a number of the international oil companies and major independent companies including Chevron, Essar and Afren. EERNL currently has interests in four assets with net contingent resources of around 40 million barrels of oil equivalent. Since 2008, EERNL has drilled, or participated in the drilling of, a total of four wells, the engineering and construction of an offshore
facility and the development of two fields. Over recent years, EERNL has raised over US$30 million of equity investment from a number of major institutional and private investors in both Nigeria and the UK.
Whilst the Proposed Acquisition is at an advanced stage, there can be no certainty that it will be concluded successfully.
Since the year end the Company has also disposed of the remainder of the investments held which were acquired in 2012.
I look forward to updating shareholders on our progress with this potential acquisition opportunity which we believe is capable of generating significant value for the Company and its shareholders.
Alex Borrelli
Chairman
7 June 2013
Brady Exploration plc
Profit and loss account for the year ended 31 December 2012
Note | Year ended31 December2012£ | 15 monthsended31 December2011£ | |
Loss on sale of shares Loss on revaluation of shares | (5,909) (13,300) | -- | |
Gross loss | (19,209) | - | |
Administrative expenses | (218,814) | (50,735) | |
Operating loss | 2 | (238,023) | (50,735) |
Non operating exceptional items | |||
Profit on disposal of subsidiary companies | - | 1,381,412 | |
(Loss)/profit before interest | (238,023) | 1,330,677 | |
Other interest receivable and similar income | 1,611 | - | |
Interest payable and similar charges | (623) | (121,928) | |
(Loss)/profit on ordinary activities before taxation | (237,035) | 1,208,749 | |
Taxation on (loss)/profit from ordinary activities | - | - | |
(Loss)/profit on ordinary activities after taxation | (237,035) | 1,208,749 |
All amounts relate to continuing activities.
All recognised gains and losses and other movements in shareholders' funds are included in the profit and loss account.
Earnings per share 3
Basic (0.4)p 6.4p
Diluted (0.4)p 5.8p
Balance sheet at 31 December 2012
Note | 2012 £ | 2012 £ | 2011 £ | 2011 £ | |
Current assets Debtors Investments Cash at bank and in hand | 4 5 | 190,345 46,616 64,984 | 13,592 - 463,816 | ||
Creditors: Amounts falling due within one year | 301,945 (74,785) | 477,408 (70,366) | |||
Net current assets | 227,160 | 407,042 | |||
Total assets less current liabilities | 227,160 | 407,042 | |||
Net assets | 227,160 | 407,042 | |||
Capital and reserves Called up share capital Share premium account Share based payment reserve Profit and loss account |
| 619,058 2,893,565 9,298 (3,294,761) | 577,472 2,887,296 8,260 (3,065,986) | ||
Shareholders funds | 6 | 227,160 | 407,042 |
The financial statements were approved by the Board and authorised for issue on 7 June 2013.
Alex Borrelli Director
7 June 2013
Cash flow statement for the year ended 31 December 2012
Note | 2012 £ | 2012 £ | 2011 £ | 2011 £ | |
Net cash outflow from operating activities | (356,850) | (11,155) | |||
Returns on investments and servicing of finance | |||||
Interest received | 1,611 | - | |||
Interest paid | (623) | - | |||
Net cash inflow from returns on investment and servicing of finance | 988 | - | |||
Capital expenditure and financial investments | |||||
Purchase of share investments | (300,233) | - | |||
Sale of subsidiary company | - | 1 | |||
Receipts from sale of share investments | 234,408 | - | |||
Net cash (outflow)/ inflow from capital expenditure and financial investments | (65,825) | 1 | |||
Cash outflow before financing | (421,687) | (11,154) | |||
Financing | |||||
Repayment of loan stock | (25,000) | - | |||
Issue of shares | 47,855 | 500,000 | |||
Share issue costs | - | (25,030) | |||
Cash inflow from financing | 22,855 | 474,970 | |||
(Decrease)/increase in cash in the year | (398,832) | 463,816 |
Notes to the audited results for the year ended 31 December 2012
1 Accounting policies
The financial statements have been prepared under the historical cost convention and are in accordance with United Kingdom Generally Accepted Accounting Practice.
The principal accounting policies are:
Basis of consolidation
At year end Brady Exploration plc had one wholly owned subsidiary, Brady Exploration (Operations) Limited. Since incorporation, Brady Exploration (Operations) Limited has not commenced operations and has no material assets or liabilities. As such, no consolidated financial statements have been prepared on the basis that in accordance with section 405 of the Companies Act 2006 its inclusion is not material for the purpose of giving a true and fair view.
Going concern
The financial statements have been prepared on the going concern basis as, in the opinion of the Directors, at the time of approving the financial statements, there is a reasonable expectation that the Company will continue in operational existence for the foreseeable future. The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate. While the loan from Paternoster Resources plc is due to be repaid by the end of April 2014, the Directors are confident that the Company will be able to achieve any necessary additional funding from its major shareholder although there is no commitment to this effect. This indicates a material uncertainty that may cast doubt on the Company's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
Valuation of investments
Investments held as fixed assets are stated at cost less any provision for impairment in value. Investments held as current asset investments are stated at the lower of cost and net realisable value.
Deferred taxation
Deferred tax is provided in full on timing differences that have originated but not reversed by the balance sheet date. The recognition of deferred tax assets is limited to the extent that the Company anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences. Deferred tax balances are not discounted.
Financial Instruments
Financial instruments are measured initially and subsequently at cost. Finance costs are charged to the profit and loss account over the term of the debt so that the amount charged is at the constant rate on the carrying amount of the debt. Finance costs include issue costs, which are initially recognised as a reduction in the proceeds of the associated capital instrument. Loan stock interest accruals are rolled up and included in the loan stock balance.
Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of the grant is charged to the profit and loss account over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the profit and loss account over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the profit and loss account is charged with the fair value of goods and services received.
Where warrants are issued for services of Directors and employees the accounting treatment is consistent with the above.
Liquid resources
For the purposes of the cash flow statement, liquid resources are defined as current assets investments and short term deposits.
2 Operating loss
Year 15 months
ended ended 31 December 31 December
2012 2011
£ £
This is arrived at after charging:
Audit remuneration: fees payable for the audit of the
Company's annual accounts 12,000 8,000
Audit remuneration: fees payable for corporate finance services 12,000 -
Share based remuneration payment | 9,298 8,260 |
3 Earnings per share
Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of equity shares in issue is 58,839,864 (2011 - 18,865,307) and the earnings, being loss after tax, are £237,035 (2011 - £1,208,749, profit).
Year 15 months
ended ended
31 December 31 December
2012 2011
£ £
Reconciliation of (loss)/profit
(Loss)/profit used for calculation of basic and diluted EPS (237,035) 1,208,749
Reconciliation of denominator
Shares used for calculation of basic EPS 58,839,864 18,865,307
Dilutive effect of shares, warrants and options 5,464,491 2,115,685
Shares used in calculation of diluted EPS 64,304,355 20,980,992
(Loss)/earnings per share
Basic (0.4)p 6.4p
Diluted (0.4)p 5.8p
4 | Debtors | ||
2012 | 2011 | ||
£ | £ | ||
Other debtors | - | 9,000 | |
Prepayments and accrued income | 190,345 | 4,592 | |
190,345 | 13,592 | ||
5 | Current investments | ||
2012 | 2011 | ||
£ | £ | ||
Listed investments: Cost | 59,916 | - | |
Listed investments: Market value | 46,616 | - |
Investments have been disclosed in the balance sheet at the lower of cost and net realisable value and the resulting loss in value of £13,300 has been written off in the profit and loss.
6 | Reconciliation of movements in shareholders' funds | ||
2012 | 2011 | ||
£ | £ | ||
(Loss)/profit for the year | (237,035) | 1,208,749 | |
Shares issued during the year | 47,855 | 525,000 | |
Share issue expenses | - | (25,030) | |
Employee share options issued during the period | 9,298 | 8,260 | |
Net (reduction)/increase in shareholders' funds | (170,122) | 1,716,979 | |
Opening shareholders' funds/(deficit) | 407,042 | (1,309,937) | |
Closing shareholders' funds | 227,160 | 407,042 |
7 Post balance sheet event
Following the end of the year, the Company has reached an advanced stage of acquiring the entire issued share capital of Energy Equity Resources (Norway) Limited ("EERNL"). EERNL is a UK incorporated company with oil and gas interests in Nigeria. The consideration for the proposed acquisition (the "Proposed Acquisition") is to be satisfied through the issue of new ordinary shares in Brady to the shareholders of EERNL. As there is no certainty that this deal will be finalised, there is no financial impact to the Company at this time.
8 Financial information
The financial information set out above does not constitute the company's statutory accounts for the year ended 31 December 2012 and the 15 months ended 31 December 2011 but is derived from those accounts. Statutory accounts for 2011 have been delivered to the Registrar of Companies and those for 2012 will be delivered following the company's annual general meeting. While the financial information included in this announcement has been prepared in accordance with the recognition and measurement criteria of United Kingdom Generally Accepted Accounting Practice (UK GAAP), this announcement does not itself contain sufficient information to comply with UK GAAP.
9 Publication of Annual Report and Accounts and AGM Notice
The Annual Report and Accounts for the year ended 31 December 2012 and the Notice of Annual General Meeting will be published and sent to shareholders on 7 June 2013 and are expected to be available shortly to view and download from Brady's website (www.bradyexploration.com) in accordance with rule 26 of the AIM Rules for Companies. The Annual General Meeting of the Company will be held at Adams & Remers LLP, Dukes Court, 32 Duke Street, St James's, London, SW1Y 6DF on Monday 1 July 2013 at 10.00 a.m.
Related Shares:
MTR.L