29th May 2012 15:01
UMC Energy Plc
("UMC" or the "Company")
Final Results
For the year ended 31 December 2011
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2011
In September 2011, the Group acquired one on-shore (PPL 378) and two off-shore (PPLs 374 and 375) Petroleum Prospecting Licences (PPLs) in Papua New Guinea through the acquisition of PNG Energy Limited (PNG Energy) and that company's wholly owned subsidiary Gini Energy Limited (Gini Energy). Subsequently, in May 2012, Gini Energy was granted a further on-shore licence, PPL 405, by the government of Papua New Guinea.
On 26 March 2012, the Company entered agreements with CNOOC Australia Limited (CNOOC), a subsidiary of CNOOC Limited, the Chinese multi-national oil and gas company listed on the New York and Hong Kong Stock Exchanges, whereby CNOOC subscribed for a 70% equity interest in PNG Energy and UMC Energy retained a 30% equity interest.
Pursuant to the agreements, and in consideration for the share subscription, CNOOC will be responsible for funding all expenditure in respect of the PPLs required to comply with the minimum work obligations during the exploration phase. Such expenditure will be repaid to CNOOC out of production revenues and off take of oil and gas once the assets of Gini Energy enter production, should such production occur. If exploration and appraisal work indicates the probable existence of commercial reservoirs of oil or gas in any part of the PPLs at the end of the exploration phase, the parties must each finance their pro-rata share of all expenditure required in respect of the development plan either themselves or by procuring sufficient finance from a third party.
In addition, the agreements entitle CNOOC to appoint two directors to the boards of each PNG Energy and Gini Energy, with the Company entitled to appoint one director to each board.
Madagascar continues to experience a period of political upheaval and uncertainty. Despite the fact that the Company has not, in any way, been negatively affected by these events, it has resolved to take a cautious approach to exploration and accordingly has not conducted exploration activities during the 2011 financial year. The Company continues to monitor the situation. Given these circumstances, the Directors have resolved that it is appropriate to recognise an impairment adjustment of £nil (31 December 2010: £2,417,034) against the carrying value of the intangible asset and £nil (31 December 2010: £229,640) against the non-current taxation receivable related asset.
The Company remains dependent on loan funds being made available to it by Natasa Mining Ltd to meet its working capital and other requirements.
C Kyriakou
Chairman
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2011
Year | Year | ||
Ended | Ended | ||
31 December 2011 | 31 December 2010 | ||
£ | £ | ||
Administrative expenses | (569,850) | (390,573) | |
Impairment charge | - | (2,646,674) | |
________ | _________ | ||
Loss from operations | (569,850) | (3,037,247) | |
Finance costs | (191,312) | 258,618 | |
Loss before taxation | (761,162) | (2,778,629) | |
Income tax expense | - | - | |
Loss for the year | (761,162) | (2,778,629) | |
Attributable to: | |||
Equity holders of the parent | (542,635) | (2,187,224) | |
Minority interest | (218,527) | (591,405) | |
________ | _________ | ||
(761,162) | (2,778,629) | ||
Loss per share (pence) | |||
Basic | (0.22) | (0.89) | |
Diluted | (0.22) | (0.89) | |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2011
Year | Year | ||
Ended | Ended | ||
31 December 2011 | 31 December 2010 | ||
£ | £ | ||
Loss for the year | (761,162) | (2,778,629) | |
Foreign currency translation differences | |||
for foreign operations | 4,781 | (284,856) | |
_____ | ________ | ||
Other comprehensive expense for the year | 4,781 | (284,856) | |
________ | _________ | ||
Total comprehensive expense for the year | (756,381) | (3,063,485) | |
Attributable to: | |||
Equity holders of the parent | (540,234) | (2,478,188) | |
Minority interest | (216,147) | (585,297) | |
________ | _________ | ||
Total comprehensive expense for the year | (756,381) | (3,063,485) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2011
31 December 2011 | 31 December 2010 | ||
ASSETS | £ | £ | |
Non-current assets | |||
Intangible assets | 15,314,346 | 1,925,000 | |
Property, plant and equipment | 1,156 | 2,143 | |
_________ | ________ | ||
Total non-current assets | 15,315,502 | 1,927,143 | |
Current assets | |||
Taxation receivable | 897 | 610 | |
Trade and other receivables | 31,035 | 29,209 | |
Cash and cash equivalents | 130,909 | 23,372 | |
Total current assets | 162,841 | 53,191 | |
_________ | ________ | ||
TOTAL ASSETS | 15,478,343 | 1,980,334 | |
EQUITY AND LIABILITIES | |||
Current liabilities | |||
Loans | 1,715,124 | 945,339 | |
Trade and other payables | 80,874 | 84,270 | |
Total current liabilities | 1,795,998 | 1,029,609 | |
________ | ________ | ||
Total liabilities | 1,795,998 | 1,029,609 |
Equity | |||
Share capital | 2,422,224 | 1,222,223 | |
Share premium account | 17,044,183 | 4,756,183 | |
Share based payments reserve | 10,979 | 104,028 | |
Foreign currency translation reserve | 157,532 | 155,131 | |
Accumulated loss | (5,736,426) | (5,286,840) | |
Equity attributable to equity holders of the parent | 13,898,492 | 950,725 | |
Minority Interest | (216,147) | - | |
Total equity | 13,682,345 | 950,725 | |
_________ | ________ | ||
TOTAL EQUITY AND LIABILITIES | 15,478,343 | 1,980,334 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2011
Share | Foreign | ||||||
Based | Currency | ||||||
Share | Share | Payment | Translation | Accumulated | Minority | ||
Capital | Premium | Reserve | Reserve | Loss | Interest | Total | |
£ | £ | £ | £ | £ | £ | £ | |
1 January 2011 | 1,222,223 | 4,756,183 | 104,028 | 155,131 | (5,286,840) |
- | 950,725 |
Total comprehensive expense for the year: | |||||||
Loss | - | - |
- | - | (542,635) |
(218,527) | (761,162) |
Total other comprehensive income / (expense) | - | - | - | 2,401 | - |
2,380 | 4,781 |
Total comprehensive expense for the year | - | - | - | 2,401 | (542,635) |
(216,147) | (756,381) |
Share issue on acquisition of investment | 1,200,001 | 12,288,000 | - | - | - | - | 13,488,001 |
Total shares issued on acquisition
| 1,200,001 | 12,288,000 |
- | - | - |
- | 13,488,001 |
Reserve transfer | - | - |
(93,049) | - | 93,049 |
- | - |
________ | _______ | ______ | _______ | _________ |
______ | ________ | |
31 December 2011 | 2,422,224 | 17,044,183 | 10,979 | 157,532 | (5,736,426) |
(216,147) | 13,682,345 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2011
Share | Foreign |
| |||||||
Based | Currency |
| |||||||
Share | Share | Payment | Translation | Accumulated | Minority |
| |||
Capital | Premium | Reserve | Reserve | Loss | Interest | Total |
| ||
£ | £ | £ | £ | £ | £ | £ |
| ||
| |||||||||
1 January 2010 | 1,222,223 | 4,756,183 | 385,270 | 446,095 | (3,380,858) | 585,297 | 4,014,210 |
| |
| |||||||||
Total comprehensive expense for the year: |
| ||||||||
Loss | - | - |
- | - | (2,187,224) |
(591,405) | (2,778,629) |
| |
Total other comprehensive income / (expense) | - | - | - | (290,964) | - |
6,108 | (284,856) |
| |
Total comprehensive expense for the year | - | - | - | (290,964) | (2,187,224) |
(585,297) | (3,063,485) |
| |
| |||||||||
Reserve transfer | - | - | (281,242) |
- | 281,242 | - | - | ||
| |||||||||
________ | _______ | ______ | _______ | _________ | _______ | ________ |
| ||
31 December 2010 | 1,222,223 | 4,756,183 | 104,028 | 155,131 | (5,286,840) |
- | 950,725 |
| |
| |||||||||
| |||||||||
|
|
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2011
Year | Year | ||
Ended | Ended | ||
31 December 2011 | 31 December 2010 | ||
£ | £ | ||
Net cash outflow from operating activities | (540,453) | (276,055) | |
Investing activities | |||
Intangible assets additions | - | (83,121) | |
Cash acquired on acquisition of subsidiary | 89,903 | - | |
_______ | _______ | ||
Net cash outflow from investing activities | 89,903 | (83,121) | |
Financing activities | |||
Loan investment | - | - | |
Loans | 749,399 | 426,625 | |
Loan interest & charges | (191,312) | (62,810) | |
_______ | _______ | ||
Net cash inflow from financing activities | 558,087 | 363,815 | |
Net cash increase in cash and cash equivalents | 107,537 | 4,639 | |
Cash and cash equivalents at beginning of year | 23,372 | 18,733 | |
Cash and cash equivalents at end of year | 130,909 | 23,372 |
NOTES FOR THE YEAR ENDED 31 DECEMBER 2011
1. General information
UMC Energy Plc is a company incorporated in England and Wales. The Company's registered office is First Floor, 10 Dover Street, London, W1S 4LQ. The registration number of the Company is 05331770.
The principal activity of the Group is the investment in, and exploration and development of natural resources projects, specifically in a uranium exploration project in Madagascar and a petroleum exploration project in Papua New Guinea.
The Group's principal activity is carried out in US dollars. The financial statements are presented in pounds sterling as this is the currency of the country (the UK) where the Company is incorporated and its ordinary shares admitted for trading.
2. Loss per share
Loss per share has been calculated by dividing the loss for the year after taxation attributable to the equity holders of the parent company of £542,635 (31 December 2010: £2,187,224) by the weighted average number of shares in issue at the year end of 245,759,831 (31 December 2010: 244,444,763).
Diluted loss per share has been calculated using the weighted average number of shares in issue at the year end, diluted for the effect of share options and warrants in existence at the year end of 246,067,897 (31 December 2010: 245,136,237).
3. Intangible assets - Group
31 December 2011 | 31 December 2010 | |
Development expenditure | £ | £ |
Cost | ||
Balance brought forward | 1,596,346 | 1,578,889 |
Additions | - | 17,457 |
Translation reserve | - | - |
Balance carried forward | 1,596,346 | 1,596,346 |
Exploration licences | ||
Balance brought forward (at fair value) | 4,112,026 | 4,046,362 |
Additions at cost | 13,389,346 | 65,664 |
Balance carried forward | 17,501,372 | 4,112,026 |
Impairment | ||
Balance brought forward | 3,783,372 | 1,366,338 |
Charge in year | - | 2,417,034 |
Translation reserve | - | - |
Balance carried forward | 3,783,372 | 3,783,372 |
Exchange movements | ||
Balance brought forward | - | 303,700 |
Movement in year | - | (303,700) |
Balance carried forward | - | - |
_________ | ________ | |
Total | 15,314,346 | 1,925,000 |
The development expenditure relates to development of the uranium exploration project in the Morondava basin of Madagascar.
The licences relate to uranium exploration licences in the Morondava basin and the petroleum exploration project in Papua New Guinea.
The Morondava uranium project has yet to reach a stage of development where a determination of the technical feasibility or commercial viability can be assessed. In addition, as Madagascar is presently experiencing a period of political upheaval and uncertainty, the Company has resolved to take a cautious approach to exploration and accordingly has not conducted exploration activities during the current financial year and does not expect to undertake any material exploration activities in Madagascar whilst this period of uncertainty prevails. In these circumstances, whether there is any indication that the asset has been impaired is a matter of judgement, as is the determination of the quantum of any required impairment adjustment. The directors have resolved that it is not appropriate to capitalise any further expenditure on the intangible asset until circumstances change. The Directors have used their experience to conclude that an impairment adjustment of £nil is required in the current year (31 December 2010: £2,417,034).
The Papua New Guinea petroleum project has yet to reach a stage of development where a determination of the technical feasibility or commercial viability can be assessed. In these circumstances, whether there is any indication that the asset has been impaired is a matter of judgement, as is the determination of the quantum of any required impairment adjustment. The Directors have used their experience to conclude that no impairment adjustment is required in the current year.
4. Related party transactions
C Kyriakou and J Reynolds are directors of Natasa Mining Ltd (Natasa) which became the parent company of UMC Energy Plc on 16 October 2009 and ceased to be the parent company on 30 December 2011, although it remains a substantial shareholder.
In February 2008 the Company secured an A$0.5 million (£224,000 as translated at 1 February 2008) loan facility from Natasa. The loan bears interest at 15% per annum on funds drawn, is unsecured and was repayable in August 2008 or immediately upon UMC Energy Plc raising further debt or equity funding. The facility bears a facility fee of A$15,000 (£6,729). The loan was not repaid in August 2008 and with the forbearance of Natasa is repayable under the same terms as the March 2008 loan.
In March 2008 the Company secured a further loan facility from Natasa for an unspecified amount to be used in meeting the Company's working capital requirements, including funds to be expended on the Morondava uranium project and the Papua New Guinea petroleum project. The loan bears interest at 15% per annum on funds drawn, is secured by a negative pledge over the Company's equity interest in Uramad SA and is repayable within 60 days following a demand by Natasa. The facility bears a draw down fee of 3% of funds drawn.
As at 31 December2011, the Company had, net of the capitalised amount, borrowed A$2,605,958 (£1,715,124) (2010: A$1,439,311 (£945,339)) under these facilities. This amount includes interest and charges of A$923,339 (£494,278) (2010: A$625,120 (£302,966)).
At present, the Company is entirely dependent on funding from Natasa for its continuing operation.
Capma Pty Limited, a company in which C Kyriakou has an interest, paid expenses on behalf of the Company amounting to £2,074 (31 December 2010: £630).
The Company was charged £40,000 (31 December 2010: £36,000) by Resource Capital Partners Inc for the provision of the consultancy services of C Kyriakou.
The Company was charged £59,182 (31 December 2010: £49,598) by J Reynolds for the provision of accounting and administration services of which £nil (31 December 2010: £nil) is outstanding at the year end.
The Company was charged £12,000 (31 December 2010: £12,000) by Shakesby Investments Pty Limited for the provision of the services of R Shakesby as director.
During the year, the Company made additional advances to its subsidiary Uramad SA of £214,667 (31 December 2010: £92,964) and at the year end, Uramad SA owed the Company £2,859,312 (31 December 2010: £2,666,110). The amount owing to the Company has been fully impaired against as at 31 December 2011.
During the year, the Company made advances to its subsidiary Gini Energy Ltd of A$40,000 (£26,104) and at the year end, Gini Energy Ltd owed the company £26,104.
The Company provided support services and staff to Uramad SA for £7,459 (31 December 2010: £7,753).
5. Post balance sheet events
Since 1 January 2012, the Company has advanced a further US$179,212 (£112,025) to Uramad SA, for use on uranium exploration project development activities.
Since 1 January 2012, the Company has borrowed a further A$356,450 (£233,912) from Natasa Mining Ltd, for working capital.
On 26 March 2012, the Company entered agreements with CNOOC Australia Limited (CNOOC), a subsidiary of CNOOC Limited, the Chinese multi-national oil and gas company listed on the New York and Hong Kong Stock Exchanges, whereby CNOOC subscribed for a 70% equity interest in PNG Energy and UMC Energy retained a 30% equity interest. Pursuant to the agreements, and in consideration for the share subscription, CNOOC will be responsible for funding all expenditure in respect of the Papua New Guinea petroleum project's petroleum prospecting licences (PPLs) required to comply with the minimum work obligations during the exploration phase. Such expenditure will be repaid to CNOOC out of production revenues and off take of oil and gas once the assets of Gini Energy enter production, should such production occur. If exp loration and appraisal work indicates the probable existence of commercial reservoirs of oil or gas in any part of the PPLs at the end of the exploration phase, the parties must each finance their pro-rata share of all expenditure required in respect of the development plan either themselves or by procuring sufficient finance from a third party. In May 2012, Gini Energy was granted a further on-shore licence, PPL 405, by the government of Papua New Guinea.
6. Publication of non statutory accounts
The financial information set out in this preliminary announcement does not constitute statutory accounts.
The balance sheet at 31 December 2011 and the profit and loss account, cash flow statement and associated notes for the year then ended have been extracted from the Group's 2011 statutory financial statements upon which the auditors' opinion is modified on the basis of an emphasis of matter opinion on going concern and significant uncertainty.
7. Annual Report
The Annual Report for the year ended 31 December 2011 will be available from the Company's website www.umc-energy.com shortly.
Enquiries:
Chrisilios Kyriakou, Chairman
UMC Energy Plc
Telephone: +44(0) 20 7290 3102
Angela Hallett/James Spinney
Strand Hanson Limited
Telephone: +44 (0) 20 7409 3494
Philip Haydn-Slater/Paul Dudley
HD Capital Partners LLP
Telephone: +44 (0) 20 3551 4870
Related Shares:
UEP.L