31st Mar 2008 07:03
Portland Gas plc31 March 2008 For Immediate Release 31 March 2008 Portland Gas plc ("Portland or the Company") PRESS RELEASE Interim results for the six months ended 31 January 2008 Portland Gas plc (AIM : PTG), the independent sub-surface gas storage company,today announces its unaudited interim results for the six months ended 31January 2008. Overview and highlights • Successful admission to AIM on 17 January 2008, following demerger from oil and gas exploration business of Egdon Resources Plc, to form an independent sub-surface gas storage company • Anticipated planning permission decision for Portland Project by Dorset County Council now imminent • Expressions of interest received from potential Portland Project joint venture partners • Successful acquisition of 3D seismic programme for Larne Project in Northern Ireland • Environmental Impact Assessment for Larne Project now underway • Recruitment programme has increased staff numbers to facilitate new project development and support the Portland and Larne Project programmes • Cash position - £3.6 million • Net asset position - £14.6 million For further information please contact: Portland Gas plcAndrew Hindle, Chief Executive Officer 020 8332 1200Craig Gouws, Chief Financial Officer Investor Relations - Buchanan Communications 020 7466 5000Ben Willey Corporate PR - Watershed 01308 420785Sara Hudston Nominated Advisor and Broker - Seymour Pierce 020 7107 8000Jonathan Wright CEO and Chairman's statement On 17 January 2008 Portland Gas demerged from the oil and gas explorationbusiness of Egdon Resources Plc to form an independent sub-surface gas storagecompany listed on AIM and now enters an exciting phase of the Company'sdevelopment. The Company has long recognised the need for additional gas storage capacitywithin the UK as the demand for natural gas increases and indigenous suppliescontinue to fall. The UK no longer produces sufficient gas from the North Sea tomeet its own demands and therefore imports gas from abroad. In the coming yearsthe UK needs additional gas storage capacity in order to manage supplyefficiently during peak periods of demand such as during a prolonged cold snap.Portland Gas' strategy is to identify and develop sites for the undergroundstorage of gas in sub-surface salt caverns. Portland Gas awaits the decision of Dorset County Council in respect of itsplanning applications to develop sub-surface gas storage facilities from a brownfield site on the Isle of Portland in Dorset submitted on 29 March 2007. On 6February 2008 the planning committee of Weymouth & Portland Borough Council ('WPBC') voted unanimously to support the planning application for the gas storagefacility on Portland subject to Dorset County Council ('DCC'), the determiningauthority for the planning application, being satisfied with the applicationsfor the gas storage and other facilities associated with the Project. PortlandGas anticipates that a decision will be made by the DCC planning committee veryshortly. The authorisation for the construction of the pipeline infrastructurerequired for the project is the responsibility of the Department of Business,Enterprise and Regulatory Reform. Portland Gas intends to become a significant operator of sub-surface gas storagecaverns within the UK and subsequently to extend that capability into otherEuropean countries. In the short term Portland Gas hopes to receive planningpermission from Dorset County Council and then immediately embark upon fundraising in order to commence construction work after award of contracts. Theconstruction has been tendered in three packages. Tenders were receivedseparately for the pipelines and facilities during January 2008 and arecurrently being evaluated. Tenders for the drilling rigs were received duringFebruary 2008. The current estimate for the construction cost is £500 million. Fullconstruction of the project is anticipated to take seven years with initial gasstorage operations commencing in 2011 after a phased construction process.Capacity is planned to increase each year thereafter until reaching fulloperational capacity in the winter of 2015. NM Rothschild & Sons were appointed in 2006 to determine the most appropriatefinancing structure. Rothschild has recently launched, on behalf or Portland, aprocess to select one or more joint venture partners to develop the projecttogether with Portland. This process would allow bidders to submit offers tofund those development costs of the Project attributable to the bidders'interest in the Project and in addition to fund a share of the costs otherwiseattributable to Portland. The process would form part of a Third Party Accesscompliant structure under the Gas Act. The process has already seen expressionsof interest submitted to Rothschild from a number of potential joint venturepartners. The Company continues to develop other gas storage projects, in particular theLarne Lough project in Northern Ireland, in order to broaden its portfolio andenhance shareholder value. Portland Gas announced today the results of the 3Dseismic programme acquired during October and November 2007 by its wholly ownedNorthern Ireland subsidiary Portland Gas NI Limited. The interpretation of the data has indicated that the Permian salt sequenceencountered in 1981 in the Larne-2 borehole extends as anticipated under LarneLough into the area where Portland Gas was granted an exploration licence in2007 by The Crown Estate. Interpretation of the seismic data indicates that thesalt in the target area is at a depth of approximately 1400 metres with athickness of approximately 200 meters. Portland Gas is now planning to drill aborehole later in 2008 on Islandmagee to confirm the seismic interpretation andto take cores of the salt sequence to complete the design of the caverns tostore natural gas. The Company is seeking a suitable site from which to drillthe borehole within the area of its onshore mineral licence, awarded in 2007 byDepartment of Enterprise Trade and Investment, near Ballylumford. The Company is also negotiating terms with a strategic partner to take a 25-35%interest in the project. Portland Gas will be the operator of the proposed jointventure. Portland Gas is now undertaking an Environmental Impact Assessment with theintention of submitting a full planning application for the gas storage projectin Q2 2009, subject to concluding any necessary landowner agreements. TheCompany will liaise closely during 2008 with all stakeholders to ensure that thesurface facilities required to create the caverns and compress the gas intostore are located in the most appropriate place and designed to minimise visualand environmental impact. The caverns would be created within the salt sequencebelow Larne Lough but accessed from directionally drilled boreholes on the land.The nearest point of connection to the national gas infrastructure is at theScotland to Northern Ireland Pipeline above ground installation at Ballylumford. Network, market, technical and economic analyses are underway to determine themost appropriate storage capacity and the gas injection and withdrawal rates forthe facility. Initial studies indicate that the facility could have a storagevolume up to 500 million cubic metres (18 billion cubic feet) of gas. In thiscase some reinforcement of the current gas infrastructure will be required tomanage the injection and withdrawal of gas and provide sufficient flexibility tomeet demand spikes for customers. Portland Gas will ensure that the capacity availability is Third Party Accesscompliant under Northern Ireland and European legislation. It is anticipatedthat a proportion of the capacity in the facility would be made available underlong-term contracts to facilitate the debt financing of the project, however themajority would be auctioned on an annual basis. Customers could be based inNorthern Ireland, the remainder of the UK or the Republic of Ireland. Portland Gas has progressed in building up its staff levels to manage thePortland and Larne Projects and develop new venture opportunities. In additionto the UK the Company is focusing its new venture activities on the liberalisedgas markets of Europe and North America. The Group has recorded a loss for the six month period ended 31 January 2008 of£798,170. This loss is considerably in excess of that incurred during theprevious period due in the main to the non-recurring impact of demerger andre-admission costs. In addition, the Company has embarked upon a successfulrecruitment programme to prepare itself for the next phase of development andthis has resulted in an increase in staff costs. At 31 January 2008 the carrying value of our investment in the Portland Projectamounted to £10.5 million and a further £1.1 million had been invested in theLarne Project. The Company's cash and net asset positions are £3.6 and £14.6million respectively at the period end. The Company is looking forward to an exciting year ahead and is in a strongposition to react without delay to developments in respect of each of our mainstorage projects. Our small team of dedicated staff continue to work effectivelyand we would like to take this opportunity to thank them and our shareholdersfor their support. The Company's management team remain focused upon broadeningthe business and enhancing shareholder value. We look forward to meeting thechallenges that lie ahead. Ken Ratcliff - Non-executive ChairmanAndrew Hindle - Chief Executive Officer31 March 2008 CONSOLIDATED INCOME STATEMENT for the six months ended 31 January 2008 Notes Six months Six months Year ended 31 ended 31 ended 31 July January 2008 January 2007 2007 Unaudited Unaudited Unaudited £ £ £Continuing operationsRevenue - - - Cost of sales - - - Gross profit/(loss) - - - Administrative expenses (927,433) (110,800) (351,708) Operating loss (927,433) (110,800) (351,708) Investment revenues 129,263 1,933 143,193 Loss before taxation (798,170) (108,867) (208,515) Taxation - - - Loss for the period 3 (798,170) (108,867) (208,515) CONSOLIDATED BALANCE SHEET as at 31 January 2008 Notes 31 January 31 January 31 July 2008 2007 2007 Unaudited Unaudited Unaudited £ £ £ Non-current assetsIntangible assets 11,605,687 5,400,829 9,049,439Equipment 54,617 - 4,400 Total non-current assets 11,660,304 5,400,829 9,053,839 Current assetsTrade and other receivables 430,250 88,192 328,336Cash and cash equivalents 7 3,650,735 6,188,878 3,436,695Available for sale assets 50,000 - - Total current assets 4,130,985 6,277,070 3,765,031 Current liabilities Trade and other payables (1,211,887) (200,678) (1,441,298) Net current assets 2,919,098 6,076,392 2,323,733 Net assets 14,579,402 11,477,221 11,377,572 Shareholders' fundsShare capital 4,5 6,780,184 117,782 117,782Merger reserve 8,988,112 11,650,514 11,650,514Retained earnings (1,188,894) (291,075) (390,724) 14,579,402 11,477,221 11,377,572 CONSOLIDATED CASH FLOW STATEMENT for the six months ended 31 January 2008 Notes Six months Six months Year ended 31 ended 31 ended 31 July 2007 January January 2008 2007 Unaudited Unaudited Unaudited £ £ £ Net cash (used in) operating 6 (1,630,839) (4,185,537) (4,682,415)activities Investing activitiesInterest received 129,263 1,933 143,193Purchases of intangible assets (2,175,794) (1,357,168) (3,748,890)Purchase of equipment (58,590) - (4,843)Purchase of financial assets (50,000) - - Net cash (used in) investing (2,155,121) (5,540,772) (3,610,540)activities Financing activitiesProceeds on issue of ordinaryshares 4,000,000 11,768,196 11,768,196 Net cash generated from financing 4,000,000 11,768,196 11,768,196activities Net increase in cash and cash 214,040 6,227,424 3,475,241equivalents Cash and cash equivalents at 3,436,695 (38,546) (38,546)beginning of year Cash and cash equivalents at end 7 3,650,735 6,188,878 3,436,695of year Cash and cash equivalents consist of: Cash in hand and at bank 3,650,735 6,188,878 3,436,695Bank overdraft - - - £3,650,735 £6,188,878 £3,436,695 NOTES TO THE INTERIM RESULTS for the six months ended 31 January 2008 1. General information Portland Gas plc ('the Company' and ultimate parent of the Group) is apublic limited company listed on the Alternative Investment Market (AIM) of theLondon Stock Exchange and incorporated in England. The registered office isBlackstable House, Longridge, Sheepscombe, Stroud, Gloucestershire, GL6 7QX. Portland Gas plc and its subsidiaries intend to make a significantcontribution to the UK's energy infrastructure and have been established toacquire and develop a portfolio of salt cavern gas storage assets in the UnitedKingdom and internationally. This interim report was authorised for issue by the directors on the31 March 2008. Accounting policies The principal accounting policies are summarised below. They have been appliedconsistently throughout the period covered by this interim report. Basis of preparation Portland Gas plc an AIM listed entity adopted International Financial ReportingStandards (IFRS) and IFRIC Interpretations expected to be effective in July 2008as the basis for preparation of its financial statements from the 1 August 2007,with a date of transition of 1 August 2006. The financial information has beenprepared under the historical cost convention as modified by the revaluation ofcertain financial assets. The Group's previous published financial informationcontained in the Portland Gas plc AIM admission document dated 9 November 2007for the year ended 31 July 2007 was prepared under IFRS. The Group has notpresented reconciliations of UK GAAP to IFRS as required by IFRS1, 'First timeadoption of International Financial Reporting Standards' as there are nomaterial reconciling items. Accounting policies, consistent with those used in the Company's admissiondocument dated 9 November 2007, have been applied in this Interim Report. Non-statutory accounts The unaudited results contained in this document do not constitute statutoryaccounts as defined in Section 240 of the Companies Act 1985. Copies of thestatutory accounts of the relevant Group companies for the year ended 31 July2007 have been delivered to the Registrar of Companies. The audit reports onthose accounts were unqualified, did not include references to any matters towhich the auditors drew attention by way of emphasis without qualifying theirreports and did not contain a statement under Sections 237(2)-237(3) of theCompanies Act 1985. The first statutory accounts for Portland Gas plc will be inrespect of the period ended 31 July 2008. Critical accounting judgements and key sources of estimation uncertainty The preparation of financial statements in conformity with generally acceptedaccounting practice requires management to make estimates and judgements thataffect the reported amounts of assets and liabilities as well as the disclosureof contingent assets and liabilities at the balance sheet date and the reportedamounts of revenues and expenses during the reporting period. Estimates and judgements are continually evaluated and are based on historicalexperience and other factors, including expectations of future events that arebelieved to be reasonable under the circumstances. NOTES TO THE INTERIM RESULTS for the six months ended 31 January 2008(continued) Impairment of intangible assets An impairment test is performed annually or whenever events or circumstancesarising during the development phase indicate that the carrying value of adevelopment asset may exceed its recoverable amount. The aggregate carryingvalue is compared against the expected recoverable amount of the cash generatingunit, generally by reference to the present value of the future net cash flowsexpected to be derived from gas sales. The present value of future cash flowsis calculated on the basis of future gas prices and cost levels as forecast atthe balance sheet date. The cash generating unit applied for impairment test purposes is generally thegas storage facility. Where the carrying value of the facility is less than thepresent value of its future cash flows a provision is made. Any such provisionsare charged to cost of sales. Basis of consolidation The financial information incorporates the financial information of the Companyand entities controlled by the Company. Control is achieved where the Companyhas power to govern the financial and operating policies of an investee entityso as to obtain benefits from its activities. Business combinations and goodwill On acquisition, the assets and liabilities and contingent liabilities ofsubsidiaries are measured at their fair values at the date of acquisition. Anyexcess of cost of acquisition over the fair values of the identifiable netassets acquired is recognised as goodwill. Any deficiency of the cost ofacquisition below the fair values of the identifiable net assets acquired (i.e.discount on acquisition) is credited to the income statement in the period ofacquisition. Goodwill arising on consolidation is recognised as an asset andreviewed for impairment at least annually. Any impairment is recognisedimmediately in the income statement and is not subsequently reversed. With effect from 16 January 2008 a new parent company was introduced to thegroup via a share for share exchange between the new parent company Portland Gasplc and the former parent company Egdon Resources plc. The introduction of a new holding company does not result in the addition of anynew businesses to the group, and as such it falls outside of the scope of IFRS3. Therefore, it has been accounted for using merger accounting principles. Asa result, although the group reconstruction did not become effective untilJanuary 2008, the consolidated financial statements of Portland Gas plc arepresented as if Portland Gas plc and its subsidiaries as defined in note 9 hadalways been part of the same group. Accordingly, the financial information forthe current period has been presented, and that for the prior periods restated,as if the subsidiaries had been owned by Portland Gas plc throughout the currentand comparative accounting periods. Similarly the introduction of intermediate holding companies in December 2006has been accounted for using merger accounting principles as these did notresult in the addition of any new businesses to the Group. The results for the period ended 31 January 2007 incorporate the results ofPortland Gas Storage Limited for the six months ended 31 January 2007 and theresults of the subsidiaries incorporated during the period from their dates ofincorporation as set out in note 9 to 31 January 2007. The results for the yearended 31 July 2007 incorporate the results of Portland Gas Storage Limited forthe year ended 31 July 2007 the results of the subsidiaries incorporated duringthe period from their dates of incorporation to 31 July 2007. The results for the period ended 31 January 2008 incorporate the results of thesubsidiary entities for the six months ended 31 January 2008 and the results ofPortland Gas plc from 25 October 2007 to 31 January 2008. NOTES TO THE INTERIM RESULTS for the six months ended 31 January 2008(continued) Gas storage research and development costs Research expenditure is written off in the year in which it is incurred. Costsof development of gas storage facilities are capitalised as intangible assets.No amortisation will be provided until the storage facility is brought intocommercial use. An impairment review is undertaken at the end of each accountingperiod and any expenditure that is no longer considered recoverable is writtenoff through the income statement. Cost capitalisation of development costscommences once it is probable that future economic benefits that areattributable to the asset will flow to the Group. Taxation Tax expense represents the sum of the tax currently payable and any deferredtax. No tax is currently payable being based upon the taxable result for theyear. The taxable result differs from the net result as reported in the incomestatement because it excludes items of income or expense that are taxable ordeductible in other years and it further excludes items that are never taxableor deductible. The Company's liability for current tax is calculated using taxrates that have been enacted or substantially enacted by the balance sheet date.Deferred tax is the tax expected to be payable or recoverable on differencesbetween the carrying amounts of assets and liabilities in the financialstatements and the corresponding tax bases used in the computation of taxableprofit, and is accounted for using the balance sheet liability method. Deferredtax liabilities are generally recognised for all taxable temporary differencesand deferred tax assets are recognised to the extent that it is probable thattaxable profits will be available against which deductible temporary differencescan be utilised. Such assets and liabilities are not recognised if the temporarydifference arises from goodwill or from the initial recognition (other than in abusiness combination) of other assets and liabilities in a transaction thataffects neither the taxable profit nor the accounting profit. Deferred taxliabilities are recognised for taxable temporary differences arising oninvestments in subsidiaries, except where the Group is able to control thereversal of the temporary difference and it is probable that the temporarydifference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheetdate and reduced to the extent that it is no longer probable that sufficienttaxable profits will be available to allow all or part of the asset to berecovered. Deferred tax is calculated at the tax rates that are expected toapply in the period when the liability is settled or the asset realised.Deferred tax is charged or credited to the income statement, except when itrelates to items charged or credited directly to equity, in which case thedeferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when there is a legallyenforceable right to set off current tax assets against current tax liabilitiesand when they relate to income taxes levied by the same taxation authority andthe Group intends to settle its current assets and liabilities on a net basis. Foreign currency Transactions in foreign currency are recorded at the rates of exchangeprevailing on the dates of the transactions. At each balance sheet date,monetary assets and liabilities that are denominated in foreign currencies areretranslated at the rates prevailing on the balance sheet date and gains orlosses are taken to operating profit. NOTES TO THE INTERIM RESULTS for the six months ended 31 January 2008(continued) Equipment Equipment is stated at cost less accumulated depreciation and any recognisedimpairment loss. Depreciation is charged so as to write off the cost of assets, over theirestimated useful lives, using the straight-line method, on the following basis: Equipment - 33% Leases Leases are classified as finance leases or hire purchase lease contractswhenever the terms of the lease transfer substantially all the risks and rewardsof ownership to the lessee. All other leases are classified as operating leases. Rental costs under operating leases are charged to the income statement on astraight-line basis over the lease term. Financial instruments Financial assets and financial liabilities are recognised on the balance sheetwhen the Group becomes a party to the contractual provisions of the instrument. Trade and other receivables are measured at initial recognition at fair value,and are subsequently measured at amortised cost using the effective interestmethod. A provision is established when there is objective evidence that theGroup will not be able to collect all amounts due. The amount of any provisionis recognised in the income statement. Cash and cash equivalents comprise cashheld by the Group and short-term bank deposits with an original maturity ofthree months or less. Trade and other payables are initially measured at fair value, and aresubsequently measured at amortised cost, using the effective interest ratemethod. Financial liabilities and equity instruments issued by the Group are classifiedin accordance with the substance of the contractual arrangements entered intoand the definitions of a financial liability and an equity instrument. An equityinstrument is any contract that evidences a residual interest in the assets ofthe Group after deducting all of its liabilities. Equity instruments issued bythe company are recorded at the proceeds received, net of direct issue costs. Interest bearing bank loans, overdrafts and other loans are recorded at theproceeds received, net of direct issue costs. Finance costs are accounted for onan accruals basis in the income statement using the effective interest method. Available for sale assets are those non-derivative financial assets that aredesignated as available for sale or are not classified as financial assets atfair value through profit and loss, held to maturity investments or loans andreceivables. After initial recognition available for sale financial assets aremeasured at fair value with gains or losses being recognised as a separatecomponent of equity until the investment is derecognised or until the investmentis determined to be impaired at which time the cumulative gain or losspreviously reported in equity is included in the income statement. The fairvalue of investments that are actively traded in organised financial markets isdetermined by reference to quoted market bid prices at the close of business onthe balance sheet date. For investments where there is no active market, fairvalue is determined using appropriate valuation techniques. NOTES TO THE INTERIM RESULTS for the six months ended 31 January 2008(continued) 2. Segment information The Group has only one material reportable business segment, whichis the development of gas storage facilities in the United Kingdom. Alloperations are classified as continuing. 3. Loss per share Six months Six months ended Year ended 31 ended 31 31 January 2007 July January 2008 2007 p p p Basic (1.19) (0.18) (0.33) The calculation of basic loss per share is based upon loss of £0.80m (January2007: £0.11m, July 2007: £0.21m) divided by the weighted average number ofordinary shares in issue of 67,089,549 (January 2007: 61,262,674, July 2007:63,392,512), being the Egdon Resources Plc weighted average number of shares inissue for the respective periods. In accordance with IAS 33, diluted earnings per share calculations are notpresented as assumed conversion of outstanding share options would beanti-dilutive. 4. Reconciliation of movement in Share Merger reserve Retained Total capital and reserves capital earnings £000 £000 £000 £000 Balance at 31 July 2006 0.1 - (182) (182) Issue of ordinary shares 118 11,650 - 11,768 Loss for the period - - (109) (109) Total recognised income and - - (109) (109) expenses Balance at 31 January 2007 118 11,650 (291) 11,477 Loss for the period - - (100) (100) Total recognised income and - - (100) (100) expenses Balance at 31 July 2007 118 11,650 (391) 11,377 Issue of ordinary shares 40 3,960 - 4,000 Portland Gas plc capitalisation 6,622 (6,622) - - Loss for the period - - (798) (798) Total recognised income and - - (798) (798) expenses Balance at 31 January 2008 6,780 8,988 (1,189) 14,579 NOTES TO THE INTERIM RESULTS for the six months ended 31 January 2008(continued) 31 January 2008 31 January 2007 31 July 2007 £ £ £5. Called up share capital Authorised 15,000,000 ordinary shares of £0.01 each - 150,000 150,000 100,000,000 ordinary shares of 10p each 10,000,000 - - 50,000 redeemable preference shares of 50,000 - - £1 each (classified as liabilities) Allotted, called up and fully paid 11,778,196 ordinary shares of £0.01 each - 117,782 117,782 67,801,840 ordinary shares of 10p each 6,780,184 - - 50,000 redeemable preference shares of 50,000 - - £1 each (classified as liabilities) 2005 - Share capital of Portland Gas Storage Limited Portland Gas Storage Limited (formerly Portland Gas Limited) was incorporated on 15 February 2005 with an authorised share capital of 100 Ordinary shares of £1 each. On incorporation, 100 ordinary shares of £1 were issued at par for aggregate cash consideration of £100. 2007 - Share capital of Portland Gas A Limited On 15 December 2006, Portland Gas Limited was incorporated as Portland Gas Storage Limited with an authorised share capital of 15,000,000 ordinary shares of 1p each, the company changed its name on the 22 December 2006. Portland Gas Limited changed its name to Portland Gas A Limited on the 15 January 2008. On 20 December 2006, one ordinary share representing the entire issued share capital was transferred to Egdon Resources Plc (now re-named Egdon Resources U.K. limited). On the same day the company acquired from Egdon Resources by means of a share for share exchange the entire issued share capital of Portland Gas Holdings Limited by issuance of 9,999 ordinary shares of 1p each. The nominal value of the consideration shares was £100. On 25 January 2007, Egdon Resources U.K. Limited subscribed for 11,768,196 ordinary 1p shares in Portland Gas A Limited with a nominal value of £117,682 for aggregate cash consideration of £11,768,196. On the 26 October 2007 Egdon Resources U.K. Limited subscribed for 4,000,000 ordinary shares of 1p each in Portland Gas A Limited at £1 per share. NOTES TO THE INTERIM RESULTS for the six months ended 31 January 2008(continued) 5. Called up share capital (continued) 2008 - Share capital of Portland Gas plc Portland Gas plc was incorporated as New Portland PLC on the 25 October 2007 with an authorised share capital of 500,000 ordinary shares of 10p each. On the 6 November 2007 the authorised share capital was increased from £50,000 to £10,050,000 by the creation of 99,500,000 additional ordinary shares of 10p each and 50,000 redeemable preference shares of £1 each. The 50,000 redeemable preference shares of £1 each issued on the 6 November 2007 are held by Egdon Resources U.K. Limited and one quarter of the nominal value is paid up. In order to enable the demerger of Egdon Resources and Portland Gas to occur a Scheme of Arrangement was implemented to introduce New Egdon PLC as the holding company of Egdon Resources U.K. Limited. Under the Scheme of Arrangement, Egdon shareholders on the register of Egdon exchanged their Egdon Shares for New Egdon Shares on the basis of one New Egdon share for each Egdon Share. As a result New Egdon became the ultimate holding company of the Egdon Group and all of its shares were owned by former Egdon Shareholders. The demerger was effected by a reduction in the capital of New Egdon as follows: (a) the capital of New Egdon was reduced by reducing the nominal value of each New Egdon Share by an amount determined by the Directors; (b) New Egdon transferred the whole of the issued share capital of Portland Gas to New Portland such that it came to own the Gas Storage Business; and (c) the New Egdon shareholders at the Demerger Record Time were allotted and issued one New Portland share, credited as fully paid, for each New Egdon share then held resulting in 67,801,838 ordinary shares of 10p being allotted on the 16 January 2008. Former Egdon Shareholders thus came to hold one New Egdon Share and one New Portland Share for every one Egdon share formerly held by them. 6. Cash (used in) operations Six months ended Six months Year ended 31 31 January 2008 ended 31 July 2007 January 2007 £ £ £ Operating loss for the year (927,433) (110,800) (351,708) Depreciation 8,373 - 443 (Increase)/Decrease in debtors (101,913) 245,810 5,666 (Decrease) in creditors (609,866) (4,320,547) (4,336,816) Cash (used in)/ generated from (1,630,839) (4,185,537) (4,682,415) operations NOTES TO THE INTERIM RESULTS for the six months ended 31 January 2008(continued) 31 January 2008 31 January 31 July 2007 20077. Cash and cash equivalents £ £ £ Cash at bank and in hand 543,329 488,878 117,319 Short term bank deposits 3,107,406 5,700,000 3,319,376 3,650,735 6,188,878 3,436,695 8. Post Balance Sheet Events Larne project The interpretation of the 3D seismic data acquired during October and November2007 has indicated that the Permian salt sequence encountered in 1981 in theLarne-2 borehole extends as anticipated under Larne Lough into the area wherePortland Gas was granted an exploration licence in 2007 by The Crown Estate.Interpretation of the seismic data also indicates that the salt in the targetarea is at a depth of approximately 1400 metres with a thickness ofapproximately 200 meters. The Company is now planning to drill a borehole laterin 2008 on Islandmagee to confirm the seismic interpretation and to take coresof the salt sequence to complete the design of the caverns to store natural gas. 9. Control of the Group The largest Group in which the results of the company are consolidated is thatheaded by Portland Gas plc as detailed in note 5 (31 January 2007, 31 July 2007;Egdon Resources Plc renamed Egdon Resources U.K. Limited). It is the ultimateholding company and is incorporated in Great Britain and registered in England. Subsidiaries A list of the Group's subsidiaries is given below. The entire share capital ofthe companies listed is held within the Group, allowing for the position wheresubsidiary undertakings are owned by intermediate subsidiary undertakings. Holding company Country of incorporationPortland Gas A Limited EnglandPortland Gas Holdings Limited England Gas Storage and InfrastructurePortland Gas Storage Limited EnglandPortland Gas NI Limited Northern IrelandPortland Gas NV Limited EnglandPortland Gas Transportation Limited England On 15 December 2006, Portland Gas Holdings Limited was incorporated with anauthorised share capital of £1,000 divided into 100,000 Ordinary Shares of 1peach. On 20 December 2006 one Ordinary Share of 1p representing the entireissued share capital was transferred to Egdon Resources U.K. Limited. NOTES TO THE INTERIM RESULTS for the six months ended 31 January 2008(continued) 9. Control of the Group (continued) On the same date Portland Gas Holdings Limited acquired, by means of a share forshare exchange, the entire issued share capital of 10,000 Ordinary 1p shares ofPortland Gas Storage Limited (formerly Portland Gas Limited) from EgdonResources U.K. Limited. On 15 December 2006, Portland Gas Transportation Limited was incorporated withan authorised share capital of £1,000 divided into 100,000 Ordinary Shares of 1peach. On 20 December 2006, one Ordinary Share of 1p representing the entireissued share capital was transferred to Portland Gas Holdings Limited. On 15 December 2006, Portland Gas Limited was incorporated (as Portland GasStorage Limited) with an authorised share capital of £150,000 divided into15,000,000 Ordinary Shares of 1p each. The company changed its name to PortlandGas A Limited on the 16 January 2008. On 20 December 2006, one Ordinary Share of1p representing the entire issued share capital was transferred to EgdonResources U.K. Limited. On the same date Portland Gas A Limited acquired from Egdon Resources U.K.Limited by means of a share for share exchange the entire issued share capitalof 10,000 Ordinary 1p shares of Portland Gas Holdings Limited. On 15 December 2006, Portland Gas NV Limited was incorporated with an authorisedshare capital of £1,000 divided into 100,000 Ordinary Shares of 1p each. On 20December 2006 one Ordinary Share of 1p representing the entire issued sharecapital was transferred to Portland Gas A Limited. Portland Gas NI Limited was incorporated under the Companies Act (NorthernIreland) Order 1986 on 15 June 2006 as Sarcon (No. 220) Limited. Portland Gas ALimited acquired the total number of shares in issue for £2 on 26 January 2007.The name of the company was changed to Portland Gas NI Limited on 30 January2007. 10. Publication of the interim report This interim report is available on the Company's website www.portland-gas.com. Notes to Editors: Background on Portland Gas plc Portland's business focuses on the development of gas storage projects in theUnited Kingdom and internationally. It currently has two projects in itsportfolio, the first an advanced project at the Isle of Portland which has beenunder development for over 3 years, and the second the Larne Lough project inNorthern Ireland which was announced in July 2007. Further information isavailable on the Company's website www.portland-gas.com. Background to gas storage Natural gas is an extremely important source of energy, currently contributing37 per cent of the UK's energy needs. For many years, the UK has relied heavilyon its North Sea gas fields. That resource of secure and sustainable gas flowhas limited the need to provide significant storage volumes since daily andseasonal demands for gas have been accommodated by the flexibility of suppliesclose to shore. This relative luxury is becoming less and less sustainable asthe UK becomes increasingly reliant on less flexible imported gas, the outcomeof which is that in order to maintain control of supply and demand requirements,the need for a substantial portfolio of natural gas storage facilities is now anational issue. Gas storage plays an important role in managing swing demand and mitigating theneed for (expensive) emergency imports. Gas storage facilities can be filledduring times of lower demand to be available during periods of higher demand,either on a daily basis or seasonally. Opportunities for a safe and environmentally friendly method of storing gas arerelatively few. One of the safest and most environmentally friendly methods ofstoring large quantities of gas is deep underground within caverns createdwithin salt sequences. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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