Final Results
BowLeven Plc
02 November 2006
2 November 2006
BowLeven Plc ('BowLeven' or 'the Company')
Preliminary results for the year to 30 June 2006
BowLeven, the Cameroon-focused oil & gas company listed on AIM, today announces
its preliminary results for the year ended 30 June 2006.
Highlights of the year include:
• Continuing progress with commercialisation of existing hydrocarbon
resources in block MHLP-7;
• Acquisition of 3D seismic over blocks MHLP-5 and 6;
• Rig secured for four well drilling programme in early 2007;
• Strategic alliance with Suntera Resources; and
• Strengthened board composition and management team.
Commenting, Terry Heneaghan, Executive Chairman, said:
'BowLeven's business plans are back on track. Progress has been made on all
fronts. The new management team, to be led by Kevin Hart, has the capability to
drive the Company forward and attain considerable success in terms of
shareholder value.'
For further information contact:
Terry Heneaghan, Executive Chairman, BowLeven plc 0131 260 5100
Kevin Hart, CEO Designate, BowLeven plc 0131 260 5100
Mark Froggatt, Noble & Company 020 7763 2200
Neil Bennett, Maitland 020 7379 5151
Chairman's Statement
2 November 2006
Following the disappointing drilling results of 2005, the Company has
concentrated on its stated plans and objectives at the time of listing its
shares on the AIM market, which are to:
• implement a Gas to Electricity ('GTE') business plan for block MLHP-7, to
produce gas/condensate reserves, with the support of the Cameroon authorities;
• establish a plan to monetise additional existing recoverable hydrocarbon
reserves and contingent resources within block MLHP-7;
• acquire and interpret 3D seismic over blocks MLHP-5 and MLHP-6, and identify
attractive drilling prospects;
• secure one or more industry joint venture partners;
• assess the additional exploration potential of the Etinde Permit;
• prepare to drill four wells in early 2007; and
• strengthen the Board composition and management team.
Progress has been made on all fronts.
Our 100% owned subsidiary, EurOil Limited ('EurOil'), is actively engaged with
the Cameroon authorities in negotiating a production-sharing contract ('PSC')
for block MLHP-7, as a prelude to development of its recoverable hydrocarbon
reserves.
EurOil is also in active discussions with Societe Nationale des Hydrocarbures ('
SNH') and other operators on the subject of establishing a Cameroon national
gas-gathering system, with a hub at Limbe, which is onshore at block MLHP-7.
The acquisition and processing of 3D seismic over blocks MLHP-5 and 6 has been
completed, and interpretation of the data is at an advanced stage. Several leads
and plays have been identified and drilling prospects are being worked up.
Early in 2006, we conducted a preliminary exercise to farm out some of our
equity in blocks MLHP-5 and 6. Although there was significant industry interest,
we decided, for a variety of reasons, not to farm out at that time. We continue
to evaluate our farm-out needs and opportunities.
A rig has been secured for a four-well drilling programme in early 2007, and
drilling locations are currently being finalised.
BOARD CHANGES
The main Board has been strengthened by the appointment of our new CEO, Kevin
Hart, the former Finance Director of Cairn Energy PLC, who joins the Company
with effect from 17 November. This is a key appointment for BowLeven and I am
certain that Kevin's professional and entrepreneurial skills, plus his
determination to succeed, will drive the Company forward towards the attainment
of significant shareholder value.
In addition, I am pleased to announce that a new Non-Executive Chairman has been
selected to succeed me immediately after our AGM on 6 December 2006. Your new
Chairman will be Ronnie Hanna, a man with a proven management track record in
various fields and considerable main Board experience. Most recently, until
2003, Ronnie was for 11 years the Chief Executive of the successful
house-building firm, Bett Brothers plc. He is currently a Non-Executive Director
of several companies, including two investment trusts, and has considerable
experience in dealing with the City. This is another excellent appointment for
BowLeven and I have no doubt that Ronnie's broad experience will prove to be of
great value to the Company.
Caroline Cook, formerly Managing Director and Co-Head of Equity Research (Oil
and Gas) for Deutsche Bank, will join the Board of BowLeven immediately after
the AGM as a non-executive director.
I have been a founder of BowLeven, and its Executive Chairman, since March 1998.
I had always intended to give up full-time executive life once I had reached
the age of 60 and the time has now come for me to step down as Executive
Chairman immediately after the AGM.
Dr. A. Easton Wren has also been with BowLeven since 1998. His contribution to
the Company is most highly regarded, and it is with some regret to the Directors
that that he has decided to retire, at the age of 68, immediately after the AGM.
I welcome the new Board members and am very pleased to leave behind such a
strong and able team to run the Company. This Board of Directors, which will
determine the future direction of the Company, is backed by a solid management
team with the talent and experience to build a very successful oil and gas
business.
In the interests of best corporate practice, it is the Board's firm intention to
have a majority of non-executive directors on the Board. It is planned that the
Board will reduce to a more manageable size of around eight members in the
forseeable future, comprising of three executive directors and five
non-executive directors. Two other non-executive directors are being actively
sought to add experience to the Board. It is expected that further
announcements of new Board appointments will be made in the near future.
All aspects of Corporate Governance will be the responsibility of this Board.
GROUP MANAGEMENT BOARD
The former Executive Committee of the Company is disbanded. A Group board of
management which will manage the day-to-day aspects of the business is now
established. This Group Management Board, which comprises all the Executive
Directors of the Company, will focus on generating value from the existing asset
base and from new opportunities for corporate growth.
The Group Management Board consists of:
Chief Executive Officer: Kevin Hart*
Exploration Director: Jerry Anthony
Finance Director: John Brown
Chief Operating Officer: John Morrow
Chairman of EurOil: Chief Tabetando
Commercial Director: Peter Wilson**
*Kevin Hart will chair the Group Management Board.
**Peter Wilson also fulfils the roles of General Counsel and Company Secretary
to the main Board.
This Group Management Board will follow all of the procedures and disciplines
that have been established by the Board.
The Group Management Board is the executive engine of the Company. It will
advise the Board on policy matters and implement declared policies as determined
from time to time. Apart from managing day-to-day business matters, the future
direction of the business will be substantially determined by the
recommendations of the Group Management Board.
This is a strong and capable management team and I have every confidence in its
ability to move the Company forward with success. I am also very pleased to
announce that Mr. Ed Willett, a senior explorationist at Cairn Energy PLC, has
agreed to join BowLeven in the New Year as Deputy Exploration Director. Ed is a
proven finder of hydrocarbons and we are confident that he will be a valuable
member of the team.
LONG-TERM INCENTIVE PLAN ('LTIP') AND SHARE OPTION SCHEME
A LTIP has been designed to incentivise the Executive team. Details of the
scheme are set out in a separate circular, which is intended to be posted to
shareholders shortly for their consideration at an EGM to be held on 6 December
2006, immediately prior to our AGM.
Currently only Executive Directors are being offered LTIPs under this scheme;
the previously approved share option scheme remains in place for all other
employees.
NOMINATED ADVISER AND BROKER
With effect from 2 November 2006, the broker to BowLeven is Hoare Govett (a
subsidiary of the ABN-AMRO Group) and, with effect from 6 December 2006, the
position of Nominated Adviser to the Company will also change to Hoare Govett.
Whilst I am pleased to announce the appointment of Hoare Govett, it is with some
sadness that we are changing the advisory and broking relationship. Noble &
Company ('Noble') were appointed financial advisers to BowLeven in 1998 and,
despite several difficult years, when they were not being fully rewarded for
their efforts, they persevered with BowLeven and sponsored the Company to list
its shares on the AIM market in December 2004.
Noble's broking arm also raised in excess of £87 million of new funds for the
Company in 2004/05, and shareholders should be very grateful for the loyalty,
commitment and dedication that Noble gave to the Company over the past several
years.
STRATEGIC ALLIANCE, SUNTERA
On 3 July 2006, Suntera Resources Limited ('Suntera'), a joint venture owned 50
per cent. by SUN Energy Limited and 50 per cent. by ITERA Oil & Gas LLC,
acquired a 13% interest in the Company, through a placing of 4,438,000 New
Ordinary Shares at approximately 245 pence each, for a cost of £10.9 million.
This investment by Suntera is the basis of an important strategic alliance for
BowLeven. Suntera, which has considerable experience in monetising gas assets,
has built up a strong knowledge base and solid relationships in West Africa, and
aims to help the BowLeven Group to secure new opportunities in the region. The
strategic alliance with Suntera can help BowLeven to deliver its longer-term
strategic objectives.
FINANCIAL RESULTS
The Group reported a loss of £1.7 million for the 12 months ended 30 June 2006.
The main contributor to the loss was administrative expenses, as the Group
expanded operations to properly carry out its work programme and exploit the
potential of the Etinde Permit.
The Company, which had £42.5 million of cash at bank at year end, as further
supplemented by the £10.9 million share placing to Suntera, has the financial
resources to fulfil its 2007 capital investment plans and drilling programme.
Some £5 million has been spent since 30 June, on 3D seismic acquisition,
processing and interpretation, which should prove to be a significant asset to
the Group.
OUTLOOK
Despite the drilling of two unsuccessful wells in 2005, the stated hydrocarbon
asset base of the Group has not materially changed since the listing of
BowLeven's shares on AIM two years ago. The potential to exploit these
recoverable reserves and contingent resources remains intact, and I am confident
that the management team will do so.
The exploration potential of the Etinde Permit remains; blocks MLHP-5 and 6 have
the potential for discovery of substantial hydrocarbon reserves and resources,
with consequent benefits for shareholder value.
The Board and management team have been strengthened and this team has the
undoubted potential to drive the Company forward to success.
Terry Heneaghan
Executive Chairman
GROUP PROFIT AND LOSS ACCOUNT
for the year ended 30 June 2006
2006 2005
Notes £'000 £'000
TURNOVER - -
Distribution costs - -
Administrative expenses (3,429) 1,373)
---------------------------------- ----------------------------------
OPERATING LOSS (3,429) (1,373)
Interest receivable and similar income 1,687 512
Interest payable and similar charges (2) (1,271)
---------------------------------- ----------------------------------
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (1,744) (2,132)
Taxation - -
---------------------------------- ----------------------------------
LOSS FOR THE FINANCIAL YEAR (1,744) (2,132)
================================= =================================
Basic and Diluted Earnings Per Share (£/share) 1 (0.06) (0.13)
The operating loss for the year arises from the Group's continuing operations.
GROUP BALANCE SHEET
30 June 2006
2006 2005
£'000 £'000
FIXED ASSETS
Intangible assets 40,953 11,289
Tangible assets 381 336
---------------------------------- ----------------------------------
41,334 11,625
CURRENT ASSETS
Stocks 810 853
Debtors 435 527
Cash at bank 42,453 20,518
---------------------------------- ----------------------------------
43,698 21,898
CREDITORS
Amounts falling due within one year (1,003) (844)
---------------------------------- ----------------------------------
NET CURRENT ASSETS 42,695 21,054
---------------------------------- ----------------------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 84,029 32,679
================================= =================================
CAPITAL AND RESERVES
Called up equity share capital 2,961 2,111
Share premium account 86,002 33,758
Other reserves 2,883 2,883
Profit and loss account (7,817) (6,073)
---------------------------------- ----------------------------------
SHAREHOLDERS' FUNDS 84,029 32,679
================================= =================================
GROUP CASH FLOW STATEMENT
for the year ended 30 June 2006
2006 2005
£'000 £'000
Net cash flow from operating activities (3,411) (2,905)
Returns on investments and servicing of finance 1,685 (759)
Capital expenditure and financial investment (29,433) (5,686)
---------------------------------- ----------------------------------
CASH OUTFLOW BEFORE FINANCING (31,159) (9,350)
Financing 53,094 29,706
---------------------------------- ----------------------------------
INCREASE IN CASH IN THE PERIOD 21,935 20,356
================================= =================================
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
2006 2005
£'000 £'000
Increase in cash in the year 21,935 20,356
Net cash inflow from loan instruments - 4,944
---------------------------------- ----------------------------------
CHANGE IN NET DEBT 21,935 25,300
NET FUNDS AT 1 JULY 2005 20,518 (4,782)
----------------------------------- ---------------------------------
NET FUNDS AT 30 JUNE 2006 42,453 20,518
================================= =================================
NOTES FORMING PART OF THE FULL YEAR RESULTS
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost
convention, in accordance with the Statement of Recommended Practice for
Accounting for Oil and Gas Exploration, Development, Production and
Decommissioning Activities and with applicable accounting standards.
1 BASIC AND DILUTED EARNINGS PER SHARE
2006 2005
£ £
Basic and diluted EPS - Ordinary shares of £0.10 each (0.06) (0.13)
============= =============
Basic and diluted calculation based on:
Loss for the financial year 1,743,517 2,132,145
============= =============
Weighted average number of ordinary shares in the period 27,138,432 16,788,012
============= =============
Basic and diluted loss per share are identical as there is no dilution.
3 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
2006 2005
£'000 £'000
Loss for the financial year (1,744) (2,132)
New equity share capital subscribed 850 1,081
Premium on new share capital subscribed 52,244 33,569
---------------------------------- ----------------------------------
53,094 34,650
---------------------------------- ----------------------------------
Net increase to funds 51,350 32,518
Opening shareholders' equity funds 32,679 161
---------------------------------- ----------------------------------
Closing shareholders' equity funds 84,029 32,679
================================= =================================
This document provides details of the full year results of BowLeven Plc. Copies
of the Annual Report will be sent to shareholders and can be obtained, free of
charge, from the Company at 68-70 George Street, Edinburgh, EH2 2LT for a period
of one month.
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