31st Dec 2015 07:00
NU-OIL AND GAS PLC
AIM symbol: 'NUOG'
31 December 2015
NU-Oil and Gas plc
("NU-Oil" or "the Company")
Results for the year ended 30 June 2015
NU-Oil, the independent Oil and Gas Company, today announces its results for the year ended 30 June 2015.
HIGHLIGHTS
Building a portfolio of Stranded Fields:
· Continuing focus on the development of the stranded and marginal fields through the recent investment in, and relationship with, ABT Oil and Gas Ltd. ("ABTOG") in which the Company holds a 50% interest.
· ABTOG has developed the MFD Consortium which is a group of major industry service companies and equipment suppliers, including Arup, Kongsberg, Frames and AGR as key members, which have the recognised expertise to deliver key aspects of the engineering solution.
· Strategy focused on utilising engineering solutions that reduce both Capex and Opex and are redeployable to build a portfolio of low risk highly appraised marginal assets.
· The portfolio that was acquired before the oil price fall of 2014 appears to be uneconomic at the current oil price and will be relinquished. The Company has provided for all liabilities with respect to these assets.
Other Projects:
· Having considered the performance of the Group's Canadian assets in the period and the general economic environment affecting the sector, it is Management's view that the funds necessary to develop these assets are unavailable and therefore we will be looking actively at alternative means by which these assets can be taken forward.
Financial:
· Loss before tax for the year was £5,274,000 (2014: £4,859,000).
· The loss for the year includes £140,000 of finance costs associated with re-negotiating financing arrangements with Shard Capital Management ('Shard') for the extension of its loan and its increase by £200,000.
· There was an exceptional charge of £4,115,000 (including the effect of foreign exchange) for an impairment against the carrying value of the Group's Canadian assets. This was necessary due to the recent movement in the oil price and management's subsequent evaluation of the availability of capital to develop the assets.
· The effect of the exceptional charge was to push the Group into a net liability position of £2,899,000. The net liabilities mainly relate to the loan owed to Shard and to related party creditors. At this time neither Shard nor related parties have sought to recover these debts and it is expected that they will continue to support the Group.
· The status of commercial discussions on a number of projects provide management with the confidence that the business model has global potential and that the Group can satisfy its liabilities and operate as a going concern.
· Post year end, the Company raised £435,000 (before expenses of £58,000) through the placement of shares. Further fundraising will be required in the short term to implement the business plan.
OUTLOOK
· Clear focused strategy for commercialising stranded and marginal fields.
· Recent commercial activity provides Directors and management with confidence regarding the viability of the business model and provides confidence that the Company can add further projects to its portfolio.
· Further implementation of the business plan will require an injection of new capital into the business, but the value that additional capital will be able to generate should significantly exceed the effect of any potential shareholder dilution.
Nigel Burton , CEO of NU-Oil, commented:
"NU-Oil has a clear focused strategy for commercialising stranded and marginal fields based on solutions delivered by ABTOG and the MFD Consortium which significantly improve the economics of developments. Discussions are well advanced with a number of operators to secure projects that would positively impact upon the future of the Company both in the short and long term. The aim is to build a portfolio of projects and opportunities that do not expose the Company to exploration and appraisal risk."
Enquiries:
NU-Oil and Gas plc
Alan Minty, Executive Chairman Tel: + 44 161 817 7460
Nigel Burton, CEO Tel: +44 7785 234447
Beaufort Securities Limited Tel: +44 20 7382 8300
Jon Belliss
Elliot Hance
Cenkos Securities
Neil McDonald Tel: + 44 131 220 9771
Derrick Lee Tel: + 44 131 220 6939
St Brides Partners Limited Tel: +44 20 7236 1177
Elisabeth Cowell
Lottie Brocklehurst
www.nu-oilandgas.com
STRATEGIC REPORT
CHAIRMAN'S STATEMENT AND OPERATIONAL REVIEW
We have spent four years implementing a business plan based upon the exploitation of marginal or stranded field opportunities and are now starting to see the results of our perseverance. It has not been an easy task in the current low cost oil price environment but, counter-intuitively, we may accrue more opportunities in this environment than if the oil price were higher. With this new strategy and new company name now in place we are making considerable progress towards securing our first project and we believe we will be well placed to build a portfolio of similar opportunities. We expect this will generate value and growth in both the short and long term.
We are able to do this as a result of our recent investment in ABT Oil and Gas Ltd. ('ABTOG'). ABTOG can dramatically improve the economics of fields of different sizes and stages of development and operation, through appropriate structuring of projects, through relationships it has developed with blue-chip providers of expertise and through technology that will assist in delivery of its solutions; all of which can be leveraged to deliver the portfolio we anticipate. Our general objective is similar to many companies in the sector in that we are seeking to acquire holdings in oil and gas assets but at lower risk as we are focused solely on appraised or producing assets.
Solidifying the relationships with major industry players through the MFD Consortium ('the Consortium') that ABTOG has established has been a real achievement for the Company during the past year. The Consortium is a group of major industry service companies and equipment suppliers, including Arup, Kongsberg, Frames and AGR as key members, which have the recognised expertise to deliver key aspects of the engineering solution; and in association with the Consortium ABTOG is able, in some cases, to reduce the total cost of a project by up to 60%. In addition to being a shareholder in ABTOG, the Company also has an exclusive commercial arrangement with ABTOG and the Consortium under which the Company is able to assess opportunities to invest in fields where the implementation of ABTOG's solutions requires an injection of new capital. Management's belief is that the Company provides investors with a rare value opportunity in the current macroeconomic environment where the lower oil price is forcing operators to consider ways to reduce the costs of their developments.
Since we concluded our fundraising in early November 2015 we have embarked upon the process of securing projects. Discussions are well advanced with a number of operators to secure projects that would positively impact upon the future of the Company both in the short and long term. The aim is to build a portfolio of projects and opportunities that do not expose the Company to exploration and appraisal risk. We simply seek to utilise proven solutions to change a project's cost base to being economic now with the potential for it to be extremely valuable should the oil price rebound in the coming years. Not adopting our approach would mean that viable resources become stranded rather than be developed.
A key risk in executing the strategy is the ability of the Company to raise and structure the financing of projects and to ensure that current shareholders do not get diluted to insignificance on the first project because the capital required is large. The Company will achieve this wherever possible through specific project finance in which the Company dilutes its stake in a particular project through raising external capital rather than diluting its own capital structure. This can be done in a number of ways including farming out its interest or establishing special purpose vehicles to access different funding sources, i.e. vehicles for field investment and for facility construction.
The Company and ABTOG independently have executed mandates with Fearnley Securities, a well-respected independent full service Norwegian investment bank that has approximately 350 employees with a strong global presence. Fearnley's particular expertise is in maritime industries and they will work with the Company to develop the appropriate models, structures and financing arrangements necessary to implement the business model.
With respect to our assets in western Newfoundland, we remain convinced that they can be productive but in this environment the capital requirements necessary to achieve that are beyond the Company's reach. Consequently, we will be actively looking at alternative means by which these assets can be taken forward.
Outlook
As a consequence of the current macroeconomic environment the Company expects that the projects that it will become involved with, in terms of quantum and profile, will far exceed anything that the Company has participated in before. Management are confident that we will be able to add to the portfolio over the next period and we look forward to working on these projects. Continuous engagement with the MFD Consortium through ABTOG, as well as our own market intelligence and increased profile, will enable us to do that.
Further implementation of the business plan will require an injection of new capital into the business, but the value that additional capital is able to generate should significantly exceed the effect of any potential shareholder dilution. The Directors and I continue to believe that the Company has developed a very attractive and unique business and that additional finance will be available to the Company upon completion of certain aspects of its plans.
It is my belief that we have established a venture that has the potential to be a global initiative and we would not have attracted the interest we have if others within the industry did not feel the same. The outlook is very strong and, as a final thought, I would like to thank management and shareholders alike for their continued support and look forward to realising the rewards from the opportunities that have been created over the last few years.
Alan Minty
Chairman
30 December 2015
FINANCIAL REVIEW
Revenue
Revenue of £27,000 was generated during the year ended 30 June 2015 as part of the testing of the PAP#1 well at the Garden Hill site (2014: £45,000). Having carefully reviewed the status of the operations in western Newfoundland as well as the general macro-economic environment affecting the oil and gas sector it is Management's considered opinion that the work required to make the PAP#1 well profitable is not fundable in the current environment and so the Company has fully impaired the asset.
Loss before tax
Loss before tax for the year was £5,274,000 (2014: £4,859,000 loss). The main area of expense has been the continuing development of the foundations for the marginal field initiative. The loss for the year includes an exceptional charge of £4,115,000 for the impairment of the Group's Canadian assets which was deemed necessary to reflect the current fall in the price of oil and the general investment environment affecting oil and gas assets of this type. The loss also includes £240,000 (2014: £301,000) of finance costs mainly associated with extending and increasing the loan with Shard Capital Management. Management have significantly cut costs over the period as they have sought to reposition the Company to focus on the opportunities offered by stranded assets.
Statement of Financial Position
The consolidated statement of financial position for the group is shown on page 24. Group net liabilities at 30 June 2015 were £2,899,000 (2014: net assets of £2,436,000). There has been a decrease in net assets due to the impairment of the Canadian assets and the operational costs funded in part by the increase in loan from Shard Capital Management. The majority of the Company's liabilities are due to related parties and to Shard Capital Management. It is the Company's view that these creditors are supportive of the Company.
At 30 June 2015, the Group had cash balances of £1,000 compared to £232,000 at 30 June 2014 and raised £435,000 before expenses through the placement of shares post year end. The Group had trade and other payables of £3,936,000 at 30 June 2015 (2014: £3,220,000). These cash balances when considered with the additional information provided in Note 1 to the financial statements allow the Directors to conclude that the Group and Company should be treated as a going concern. The increase in trade and other payables is mainly due to the loan provided by Shard Capital Management.
Cash flows
Cash outflows for the year were £522,000 compared to a net outflow of £221,000 in 2014. The cash outflow was due to operational costs incurred during the year.
Future funding and capital requirements
The Directors believe that the Company has developed a very attractive business model in choosing to focus on the development of stranded and marginal fields. It has concluded the necessary foundations and its global potential should see an upturn in activity in 2016. Implementation of the business plan will require an injection of additional capital into the business but the value that it will be able to generate should significantly exceed the effect of any potential shareholder dilution.
CONSOLIDATED INCOME STATEMENT
For the year ended 30 June 2015
2015 £'000 | 2014 £'000 | |
Revenue | 27 | 45 |
Cost of sales | - | - |
Gross Profit | 27 | 45 |
Administrative expenses (including exceptional items) | (5,061) | (4,603) |
Loss from operations | (5,034) | (4,558) |
Finance costs | (240) | (301) |
Loss before tax | (5,274) | (4,859) |
Taxation | - | - |
Loss for the year | (5,274) | (4,859) |
Loss per share (expressed in pence per share) | ||
Basic | (2.8p) | (2.9p) |
Diluted | (2.8p) | (2.9p) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2015
2015 £'000 | 2014 £'000 | |
Loss for the year | (5,274) | (4,859) |
Other comprehensive expense: | ||
Currency translation differences | (61) | (680) |
Other comprehensive expense for the year, net of tax | (61) | (680) |
Total comprehensive expense for the year | (5,335) | (5,539) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2015
2015 £'000 | 2014 £'000 | |
Non-current assets | ||
Tangible fixed assets | 851 | 4,828 |
Intangible assets | 899 | 1,155 |
Other long term assets | 426 | 538 |
2,176 | 6,521 | |
Current assets | ||
Trade and other receivables | 899 | 680 |
Cash and cash equivalents | 1 | 232 |
900 | 912 | |
Total assets | 3,076 | 7,433 |
Current liabilities | ||
Trade and other payables | (3,936) | (3,220) |
Due to related parties | (1,623) | (1,329) |
(5,559) | (4,549) | |
Non-current liabilities | ||
Provisions | (416) | (448) |
Total liabilities | (5,975) | (4,997) |
Net (liabilities) / assets | (2,899) | 2,436 |
Equity | ||
Ordinary share capital | 1,857 | 1,857 |
Share premium account | 26,137 | 26,137 |
Reverse acquisition reserve | 9,364 | 9,364 |
Other reserves | (2,487) | (2,487) |
Warrant reserve | 355 | 355 |
Accumulated losses | (38,125) | (32,790) |
Total shareholders (deficit) / equity | (2,899) | 2,436 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2015
Ordinary share capital £'000 | Share premium account £'000 | Reverse acquisition reserve £'000 |
Other reserves £'000(1) (2) |
Warrant reserve £'000(3) |
Accumulated Losses £'000 |
Total equity £'000 | |
Balance at 1 July 2013 | 1,320 | 22,783 | 9,364 | (1,896) | 355 | (27,251) | 4,675 |
Comprehensive expense | |||||||
Loss for the year | - | - | - | - | - | (4,859) | (4,859) |
Other comprehensive expense | |||||||
Currency translation differences | - | - | - | - | - | (680) | (680) |
Total other comprehensive expense | - | - | - | - | - | (680) | (680) |
Total comprehensive expense | - | - | - | - | - | (5,539) | (5,539) |
Transactions with owners | |||||||
Effects of fundraisings | 537 | 3,354 | - | - | - | - | 3,891 |
Shares issued as security | - | - | - | (591) | - | - | (591) |
Total of transactions with owners | 537 | 3,354 | - | (591) | - | - | 3,300 |
Balance at 1 July 2014 | 1,857 | 26,137 | 9,364 | (2,487) | 355 | (32,790) | 2,436 |
Comprehensive expense | |||||||
Loss for the year | - | - | - | - | - | (5,274) | (5,274) |
Other comprehensive expense | |||||||
Currency translation differences | - | - | - | - | - | (61) | (61) |
Total other comprehensive expense | - | - | - | - | - | (61) | (61) |
Total comprehensive expense | - | - | - | - | - | (5,335) | (5,335) |
Balance at the 30 June 2015 | 1,857 | 26,137 | 9,364 | (2,487) | 355 | (38,125) | (2,899) |
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2015
2015 £'000 | 2014 £'000 | ||
Cash flows from operating activities | |||
Cash used in operations | (599) | (2,512) | |
Net cash used in operating activities | (599) | (2,512) | |
Cash flows from investing activities | |||
Expenditure on intangible assets | - | (899) | |
Net cash used in investing activities | - | (899) | |
Cash flows from financing activities | |||
Proceeds from Loan | - | 1,000 | |
Fees paid to secure Loan | - | (40) | |
Funds placed in an Equity Swap | - | (500) | |
Share capital issued for cash | - | 2,730 | |
Returned Deposits | 77 | - | |
Net cash generated from financing activities | 77 | 3,190 | |
Net decrease in cash and cash equivalents | (522) | (221) | |
Cash and cash equivalents at the start of the year | 232 | 71 | |
Exchange gains | 291 | 382 | |
Cash and cash equivalents at the end of the year | 1 | 232 | |
Basis of presentation
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU), the Companies Act 2006 that applies to companies reporting under IFRS, and IFRIC interpretations. The consolidated financial statements have been prepared under the historical cost convention.
Basis of consolidation
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.
Related Shares:
NUOG.L