9 June 2014
GREEN DRAGON GAS LTD
("Green Dragon" or the "Company")
Annual results for the year ended 31 December 2013
Substantial increase in Upstream Gas Production and Revenues
Net Present Value of Year End Reserves: 1P US$898m, 2P US$2.81b, 3P US$16.12b
Green Dragon Gas Ltd (AIM: GDG), one of the largest independent companies involved in the production and sale of CBM gas in China, is pleased to announce its audited financial results for the year ended 31 December 2013.
FINANCIAL & CORPORATE HIGHLIGHTS
· Reported revenue of US$62.2m (US$32.4 GCZ 2010-2012)
· 2013 continuing operations revenue US$29.8m, (US$8.1m revenue in 2012), a 268% increase
· Sale of non-core assets for US$65m (Beijing Huayou United Gas Development Co. Ltd and Giant Power International Investment Limited), creating a gain on disposal of US$33.4m
· US$70m raised during the period under review through the issue of bonds and warrants:
· Issue of US$35m bond with warrants to Mandolin Capital Pte. Ltd.
· Raised US$35m through issue of convertible bond from GIC Private Limited
· Redeemed all outstanding Convertible Bonds , amounting to US$84.2m
· Cash of US$34.6m at 31 December 2013
· Greka Engineering & Technology Ltd dividend in specie to Green Dragon shareholders
OPERATIONAL HIGHLIGHTS
Upstream
· Reported gas production of 9.64 Bcf (4.78 Bcf GCZ 2010-2012)
· 2013 production of 4.86 Bcf (2012 1.78 Bcf), a 173% increase
· Binding MOU signed with PetroChina for participating interest in GCZ Block
· Binding agreement signed with CNOOC and CUCBM over GSS, GSN, GQY, GFC and GPX Blocks
· 1,867 wells drilled across all blocks
· 9 additional LiFaBriC wells drilled across all blocks - bringing total number to 71:
· 1,578 wells across GSS (inclusive of wells at GCZ as under same PSC)
· 289 wells were across the exploration blocks GFC,GQY GSN, GPX, GGZ
Gas Sales
Reported gas sales of 8.01 Bcf (GCZ 4.48 Bcf 2010-2012)
· Piped Natural Gas sales (PNG):
o GCZ gas sales via PNG of 2.0 Bcf
o GSS gas sales via PNG sales of 715MMcf
· Compressed Natural Gas (CNG) sales - retail station sales:
o 65% increase to 540 MMcf (15.3 million cubic meters) (2012: 327 MMcf ):
· 14.3% came from GSS block production (77 MMcf )
· 85.7% was acquired from third parties (463 MMcf )
· Compressed Natural Gas (CNG) sales - Industrial customers:
o Decreased 32.8% to 282 MMcf (7.99 million cubic meters), (2012: 419 MMcf / 11.89 million cubic meters) - reduction due to suspension of sales while the government concludes new permit policies which are expected to be completed in Q3 2014.
Commenting, Randeep S. Grewal, Founder & Chairman of Green Dragon Gas, said:
"One of the primary objectives in 2013 was to protect shareholder equity within the vast gas assets and eradicate the erroneous commentary and ambiguity over title to our assets. This was successfully achieved in July 2013 and duly documented by year-end in agreements with CNOOC/CUCBM and CNPC/PetroChina.
A consequence of resolving the title issues was the subsequent discovery of extensive work having taken place, including drilling and gas sales, on the Company's assets over the preceding years, by CNPC/PetroChina and CNOOC/CUCBM. With the support and over-sight of the Chinese government, Green Dragon signed agreements with both companies. This has secured our shareholders' rightful economic benefit in these activities, de-risked the assets and paved the way for the value of these assets to be fully realized in the future.
As mentioned in previous shareholder communications, while the title matters were being addressed, we elected to take a prudent approach to investment and capital expenditure, and as such we elected to suspend our discretionary 150 well drilling programme in GSS which we are now in the process of re-activating. Similarly, we elected to reduce the level of operational activity on all our PSCs somewhat during the period. With the title concerns now behind us we are once again focused and committed to drive our operational plans going forward enhancing our shareholder value into a new paradigm with funding expected to be via debt facilities."
For further information on the Company and its activities, please refer to the website at www.greendragongas.com or contact:
Stephen Hill, VP Corporate Finance Green Dragon Gas
|
+852 3710 0168 |
Dr Azhic Basirov / David Jones / Ben Jeynes Smith & Williamson - Nominated Adviser & Broker
|
+44 20 7131 4000 |
Steve Baldwin / Nicholas Harland Macquarie Capital (Europe) Limited - Broker
|
+44 20 3037 2000 |
Richard Crichton / Andy Crossley Peel Hunt - Broker
|
+44 20 7418 8900 |
James Henderson / Philip Dennis Bell Pottinger - Investor Relations
|
+44 20 7861 3800 |
Note
MMcf means millions of cubic feet; Bcf means billions of cubic feet.
CHAIRMAN'S STATEMENT
Introduction
The focus of 2013 was to put Green Dragon in a better position to be able to fully realize the economic benefit of its very sizable assets in the provinces of China. This was successfully achieved through a combination of resolving the title concerns over some of the Company's assets and streamlining the business towards that of a focused exploration & production ("E&P") company.
All concerns over title to the Company's assets were resolved in July with the reissue of the related licences to the Company by the Central Government and the subsequent withdrawal by CUCBM/CNOOC of the erroneous termination notices that had appeared on its own website in March 2011.
The subsequent discovery of significant operational activity by CNPC/PetroChina and CUCBM/CNOOC on the Company's licence areas during the intervening period led to the signing of agreements that have secured substantial economic value for the Company, both retrospectively and in the future, and secured strong partnerships with these companies and new management teams that will pave the way for shareholders to fully benefit from the inherent value of the assets.
Also, during the period, the Board and management team undertook a strategic review of the business. This was concluded in Q1 2013 and led to the streamlining of the Company to be a more focused pure play E&P. Consequently, the Company's non-core pipeline business, Beijing Huayou, was sold for US$65m, creating a profit on the sale of US$33.4m, and Greka Engineering & Technology Ltd was demerged, becoming an independently listed company.
The Company saw significant increases in production, gas sales and revenues during the year. With organic activity maintained, these increases are largely a reflection of the binding agreement signed with PetroChina in December. This secured the Company's 47% interest in gas being produced by PetroChina from the Company's GCZ block.
Operations
The Company elected to slow investment in capital expenditure, in accordance with the terms of its PSCs, while uncertainties remained over title to its assets. Although resolved in July 2013, further clarity was then needed as to the subsequent discovery of extensive activity by third parties on the Company's licence areas before investment could fully recommence.
As such, during the period under review, 9 additional LiFaBriC wells were drilled bring the total number to 71 across all blocks.
Our binding agreements with CNOOC, CUCBM, CNPC and PetroChina substantially de-risks the Company's assets, paving the way for us to rapidly build on existing production and sales and to fully realize the market potential for Green Dragon's gas in China. We now have well-capitalized, cooperative and supportive partners with management teams committed to developing our vast acreage and producing the substantial gas resource with us over the next 20 years.
The Company now has a direct equity interest in over 1,800 drilled wells. The equity interest varies between 47%-70% and the total invested capital exceeds US$1 billion and an additional US$250 million is budgeted to be deployed on infrastructure to market the gas resource developed. We have indeed migrated from an exploration company to a production company with a substantial proven reserve and a large acreage position to develop further.
Sales
Total sales inclusive of share of cumulative gas sold from GCZ amounted to 8.01 Bcf, of which 6.48 Bcf was attributable to the GCZ Block (2.0 Bcf in 2013 and 4.48 Bcf from 2010-2012) and 1.53 Bcf was attributable to the GSS Main Block. This represents a 424% increase over the prior year. 67.5% of the gas sold by the Company's distribution arm comes from the GSS block, with the remaining 32.5% being acquired from external parties. Gas is acquired from third parties in order to meet the increasing demand and over time will be replaced by gas produced from Green Dragon's assets.
Piped Natural Gas (PNG) sales during 2013 totaled 7.2Bcf. PNG Sales are from GCZ and GSS and deliver gas though the West East Pipeline infrastructure. GSS Sales are made under the 20 year agreement entered into in June 2011 with PetroChina. Additional sales from CNOOC and CUCBM into the west east pipeline will add to the gross gas sales in 2014 and beyond.
The Company also sells Compressed Natural Gas (CNG) for vehicle use through its series of Company-owned CNG retail stations located in and around its licence areas. In 2013, sales of CNG through these outlets amounted to 540MMcf, representing a 65% increase on 2012 and a 5% increase over the same period last year. This increase in sales is primarily due to the number of operating CNG stations increasing to 6 from 5 a year ago and the expansion of our fleet of distribution trucks. The Company hopes to be able to bring an additional three stations into operation during the remainder of this year.
Demerger of Greka Engineering & Technology and sale of non-core operations
We completed the demerger of Greka Engineering & Technology Ltd from Green Dragon. It was our second dividend in specie since our listing six years ago and is a reflection of the Company's successful strategy of demerging non-core mature businesses that have significant potential as standalone businesses. It has resulted in GDG becoming a far more streamlined and efficient business, focused purely on its core upstream E&P operations. Similar to the Greka Drilling Limited dividend, which created an independently successful operating enterprise whilst also providing Green Dragon shareholders an opportunity to monetize their returns at their discretion, we expect Greka Engineering & Technology will mirror this success, both operationally and in creating shareholder value. Each of these businesses were created from a technology and aptitude necessity by Green Dragon to develop the vast and complex CBM resource, the successful technology is now contracted by Green Dragon as is typical within the industry rather than service company ownerships.
During the period we successfully sold the non-core mid-stream gas pipeline interests for US$65m, at a respectable 14% IRR return, creating a US$33.5 m profit. These comprised the Company's 29% interest in the Beijing Huayou United Development Co and its 100% interest in Giant Power International Investment Limited; which included the Company's interests in the wholesale gas distribution pipeline network unrelated to the upstream CBM assets.
Financials
Reported revenue from continuing operations increased to US$62.2m (US$8.1m: 2012). The increase in revenue was primarily driven by the agreement with PetroChina signed in December, which allowed for the Company's cumulative share of the sale of gas by PetroChina from the GCZ block, amounting to US$48.2m (US$15.8m in 2013 and US$32.4m from 2010-2012) since commencement, recognized in 2013.
E&P capex was US$12.3m. This lower discretionary spend reflected the prudent approach taken by the Company to limiting investment while the final binding agreements were signed.
Finally, during the period, we also significantly strengthened our balance sheet, raising a total of US$135m from the disposal of non-core assets and the issuance of US$70m of bonds and warrants. US$84.2m was subsequently used to repay in full the outstanding Convertible Bonds.At 31 December 2013, the Group had cash of US$34.6m.
The Company is also pleased to announce that it has, since the year end, issued an additional US$50m of convertible bonds to GIC Private Limited following the full conversion of the entire US$35m convertible bond issued to GIC Private Limited during 2013. Green Dragon warmly welcomes its first sovereign wealth fund to the shareholder register as a result.
The arbitration tribunal relating to funds paid to the Company by ConocoPhillips China Inc (COPC) in relation to a farm-in deal entered into in 2009, awarded COPC US$42.6m plus costs during the period. The Company subsequently filed an appeal which focuses on the breach of natural injustice and lack of due process by the tribunal. Green Dragon will update its shareholders on this process as appropriate.
The non-cash fair value adjustment in relation to the US$35m bond issuance with warrants resulted in a charge of US$13.3m through yearend.
Outlook
Our results for 2013 demonstrate the significant value due to Green Dragon as a result of the agreement reached with PetroChina during the year. Subsequent to the year end, agreements were reached with CNOOC and CUCBM which will result in further increases in production as a result of their work performed on our GSS and GSN blocks. When combined with increases in production expected during 2014 from the Company's organic drilling programme, we look forward to another year of significant progress.
As part of our agreements with CNOOC and CUCBM, they have planned to spend a further US$250m on infrastructure at GSS on which we are being carried. As our existing wells are connected to this new infrastructure it is expected that the associated reserves will be recognised by NSAI with their audited reserve numbers and valuations migrating to those estimated by our in-house reservoir engineers in October 2013.
On every value matrix, this is an exciting time for Green Dragon and thus its shareholders. During the exploration period, GDG successfully provided two dividends, has over 1800 wells drilled with US$1 billion in capital deployed on the assets, a track record we are quite proud of. As we transition into production, sales and cash flow, we are committed to monetize our 17 years of efforts in the near term.
Finally, I would like to take the opportunity to thank all our shareholders and employees who have strongly supported our vision and have been a key ingredient to the realized successes.
Randeep S. Grewal
Founder & Chairman
Consolidated Statement of Comprehensive Income
|
Notes |
Year ended 31 December 2013 US$'000 |
Restated# Year ended 31 December 2012 US$'000 |
Continuing operations |
|
|
|
Revenue |
3 |
62,181 |
8,125 |
Cost of sales |
|
(40,322) |
(3,881) |
|
|
________ |
________ |
Gross profit |
|
21,859 |
4,244 |
|
|
|
|
Selling and distribution costs |
|
(1,616) |
(1,291) |
Administrative expenses |
|
(29,524) |
(13,030) |
|
|
________ |
________ |
Loss from operations |
4(a) |
(9,281) |
(10,077) |
|
|
|
|
Other income and finance income |
5 |
310 |
1,320 |
Change in fair value of financial derivative |
|
(13,271) |
- |
Finance costs |
6 |
(12,513) |
(8,086) |
|
|
________ |
________ |
Loss before income tax |
|
(34,755) |
(16,843) |
|
|
|
|
Income tax |
8 |
507 |
219 |
|
|
________ |
________ |
Loss for the year from continuing operations |
|
(34,248) |
(16,624) |
|
|
|
|
Discontinued operations |
|
|
|
Profit / (loss) for the year from discontinued operations after tax, including gain on disposal |
4(b) |
33,425 |
(2,798) |
|
|
________ |
________ |
|
|
|
|
Loss for the year |
|
(823) |
(19,422) |
Other comprehensive income, net of tax: |
|
|
|
- Exchange differences on translating foreign operations |
|
19,604 |
6,235 |
|
|
_______ |
_______ |
Total comprehensive income/(expense) for the year |
|
18,781 |
(13,187) |
|
|
________ |
________ |
Loss attributable to: |
|
|
|
- Owners of the company |
|
(823) |
(20,649) |
- Non-controlling interests |
|
- |
1,227 |
|
|
________ |
________ |
|
|
(823) |
(19,422) |
|
|
________ |
________ |
Total comprehensive income/(expense) attributable to: |
|
|
|
- Owners of the company |
|
18,781 |
(14,414) |
- Non-controlling interests |
|
- |
1,227 |
|
|
________ |
________ |
|
|
18,781 |
(13,187) |
|
|
________ |
________ |
Basic earnings/(loss) per share, arising from: |
|
|
|
- Continuing operations (US $) |
9 |
(0.251) |
(0.131) |
- Discontinued operations (US $) |
9 |
0.245 |
(0.020) |
|
|
________ |
________ |
|
|
(0.006) |
(0.151) |
|
|
________ |
________ |
Diluted earnings/(loss) per share, arising from: |
|
|
|
- Continuing operations (US $) |
9 |
(0.251) |
(0.131) |
- Discontinued operations (US $) |
9 |
0.240 |
(0.020) |
|
|
|
|
|
|
(0.011) |
(0.151) |
|
|
________ |
________ |
# Refer to note 2 for details of the restatement.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
Notes |
As at 31 December 2013 US$'000 |
Restated# As at 31 December 2012 US$'000 |
Restated# As at 1 January 2012 US$'000 |
|
|
|
|
|
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
|
28,232 |
47,373 |
61,679 |
Gas exploration and appraisal assets |
|
902,537 |
813,262 |
738,349 |
Other intangible assets |
|
3,821 |
14,343 |
16,757 |
Payments for leasehold land held for own use |
|
|
|
|
under operating leases |
|
217 |
719 |
559 |
Deferred tax asset |
|
1,954 |
1,999 |
1,949 |
|
|
________ |
________ |
________ |
|
|
936,761 |
877,696 |
819,293 |
|
|
________ |
________ |
________ |
|
|
|
|
|
Current assets |
|
|
|
|
Inventories |
|
86 |
3,956 |
1,548 |
Trade and other receivables |
|
11,542 |
21,011 |
15,023 |
Other financial assets |
|
- |
- |
50,255 |
Cash and cash equivalents |
|
34,642 |
39,971 |
86,334 |
|
|
________ |
________ |
________ |
|
|
46,270 |
64,938 |
153,160 |
|
|
________ |
________ |
________ |
|
|
|
|
|
Total assets |
|
983,031 |
942,634 |
972,453 |
|
|
________ |
________ |
________ |
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Convertible notes |
|
- |
79,751 |
- |
Derivative financial liability |
|
20,410 |
- |
- |
Bonds |
|
30,390 |
- |
- |
Trade and other payables |
|
25,623 |
27,712 |
25,136 |
Provisions |
|
49,537 |
- |
- |
Current tax liabilities |
|
7 |
344 |
728 |
|
|
_________ |
_________ |
_________ |
|
|
125,967 |
107,807 |
25,864 |
|
|
________ |
________ |
________ |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
Notes |
As at 31 December 2013 US$'000 |
Restated# As at 31 December 2012 US$'000 |
Restated# As at 1 January 2012 US$'000 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Convertible notes |
|
33,383 |
- |
77,559 |
Other financial liabilities |
|
13,000 |
13,000 |
13,000 |
Deferred tax liability |
|
163,876 |
161,761 |
161,635 |
|
|
________ |
________ |
________ |
|
|
210,259 |
174,761 |
252,194 |
|
|
________ |
________ |
________ |
|
|
|
|
|
Total liabilities |
|
336,226 |
282,568 |
278,058 |
|
|
________ |
________ |
________ |
|
|
|
|
|
Total net assets |
|
646,805 |
660,066 |
694,395 |
|
|
|
|
|
|
|
________ |
________ |
________ |
Capital and reserves |
|
|
|
|
Share capital |
|
14 |
14 |
14 |
Treasury shares |
|
- |
- |
(427) |
Share premium |
|
681,031 |
703,917 |
704,344 |
Convertible note equity reserve |
|
1,746 |
9,198 |
9,198 |
Share based payment reserve |
|
12,743 |
12,743 |
12,743 |
Capital and surplus reserve |
|
- |
1,325 |
1,169 |
Other reserve |
|
30 |
391 |
253 |
Foreign exchange reserve |
|
65,575 |
45,971 |
39,745 |
Retained deficit |
|
(114,334) |
(113,511) |
(92,577) |
|
|
________ |
________ |
________ |
|
|
|
|
|
Total equity attributable to owners of the Parent |
|
646,805 |
660,048 |
674,462 |
Non-controlling interests |
|
- |
18 |
19,933 |
|
|
________ |
________ |
________ |
|
|
|
|
|
Total equity |
|
646,805 |
660,066 |
694,395 |
|
|
________ |
________ |
________ |
# Refer to note 2 for details of the restatement.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
Share capital |
Treasury shares |
Share premium |
Convertible note equity reserve |
Share based payment reserve |
Capital and surplus reserve |
Other reserve |
Foreign exchange reserve |
Retained deficit |
Equity attributable to owners of the Parent |
Non- controlling interests |
Total |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2012 (as previously reported) |
14 |
(427) |
704,344 |
9,198 |
12.743 |
1,169 |
253 |
9,170 |
(92,577) |
643,887 |
19,933 |
663,820 |
Prior year adjustment (note 2) |
- |
- |
- |
- |
- |
- |
- |
30,575 |
- |
30,575 |
- |
30,575 |
At 1 January 2012 (as restated)# |
14 |
(427) |
704,344 |
9,198 |
12,743 |
1,169 |
253 |
39,745 |
(92,577) |
674,462 |
19,933 |
694,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
- |
16 |
- |
- |
(20,665) |
(20,649) |
1,227 |
(19,422) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations~ |
- |
- |
- |
- |
- |
(129) |
138 |
6,226 |
- |
6,235 |
- |
6,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year |
- |
- |
- |
- |
- |
(113) |
138 |
6,226 |
(20,665) |
(14,414) |
1,227 |
(13,187) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination on disposal on dilution of stake in joint venture |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(21,142) |
(21,142) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer to capital reserve |
- |
- |
- |
- |
- |
269 |
- |
- |
(269) |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of shares bought back |
- |
427 |
(427) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2012 (as restated) |
14 |
- |
703,917 |
9,198 |
12,743 |
1,325 |
391 |
45,971 |
(113,511) |
660,048 |
18 |
660,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
- |
- |
- |
- |
(823) |
(823) |
- |
(823) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations~ |
- |
- |
- |
- |
- |
- |
- |
19,604 |
- |
19,604 |
- |
19,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
- |
- |
- |
- |
- |
- |
- |
19,604 |
(823) |
18,781 |
- |
18,781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of convertible notes |
- |
- |
- |
1,746 |
- |
- |
- |
- |
- |
1,746 |
- |
1,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer to share premium on exercise of convertible |
- |
- |
9,198 |
(9,198) |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Demerger of GET (note 4b) |
- |
- |
(32,084) |
- |
- |
- |
(23) |
- |
- |
(32,107) |
- |
(32,107) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposal of JCE and subsidiaries (note 4b) |
- |
- |
- |
- |
- |
(1,325) |
(338) |
- |
- |
(1,663) |
(18) |
(1,681) |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2013 |
14 |
- |
681,031 |
1,746 |
12,743 |
- |
30 |
65,575 |
(114,334) |
646,805 |
- |
646,805 |
~ Exchange differences on translating foreign operations may be recycled through profit in future periods if certain conditions or events arise.
#Refer to note 2 for details of the restatement.
CONSOLIDATED STATEMENT OF CASH FLOWS
|
Notes |
Year ended 31 December 2013 US$'000 |
Year ended 31 December 2012 US$'000 |
|
|
|
|
Operating activities |
|
|
|
Loss after tax |
|
(823) |
(19,422) |
Adjustments for: |
|
|
|
Depreciation |
|
12,194 |
3,508 |
Amortisation of leasehold land held for own use under operating leases |
|
117 |
76 |
Amortisation for intangible assets |
|
1,474 |
2,408 |
Impairment of intangible assets |
|
325 |
- |
Gain on disposal of JCE & subsidiaries |
4(b) |
(33,544) |
- |
Loss on disposal of property, plant and equipment |
|
1,150 |
71 |
Other income |
6 |
(25) |
(1,452) |
Change in fair value of derivative |
|
13,271 |
- |
Litigation interest and penalties |
|
6,937 |
- |
Taxation for continued operations |
|
(507) |
(219) |
Taxation for discontinued operations |
|
433 |
1,177 |
Finance costs |
6 |
12,516 |
8,094 |
|
|
________ |
________ |
Cash generated from / (outflows) before changes in working capital |
|
13,518 |
(5,759) |
Movement in inventory |
|
267 |
(1,420) |
Movement in trade and other receivables |
|
(9,078) |
4,904 |
Movement in trade and other payables |
|
18,412 |
(3,534) |
|
|
________ |
________ |
|
|
|
|
Net cash used in operations |
|
23,119 |
(5,809) |
|
|
|
|
Income tax |
|
(597) |
(1,772) |
|
|
________ |
________ |
Net cash generated from/(used in) operating activities |
|
|
|
|
|
22,522 |
(7,581) |
|
|
________ |
________ |
Investing activities |
|
|
|
Payments for purchase of property, plant and equipment |
|
(12,325) |
(8,820) |
Prepayments for purchase of property, plant and equipment |
|
- |
(7,740) |
Payments for intangible assets - gas station license |
|
(392) |
- |
Payments for leasehold land held for own use under operating leases |
|
(155) |
(387) |
Proceeds upon maturity of held-to-maturity investment |
|
- |
50,255 |
Interest in GCZ |
|
(25,504) |
- |
Payments for exploration activities |
|
(32,385) |
(70,011) |
Disposal of a subsidiary, net of cash disposed |
4(b) |
60,201 |
- |
Cash disposed due to demerger of subsidiaries |
4(b) |
(3,576) |
- |
Interest received |
|
25 |
1,452 |
|
|
________ |
________ |
|
|
|
|
Net cash used in investing activities |
|
(14,111) |
(35,251) |
|
|
________ |
________ |
CONSOLIDATED STATEMENT OF CASH FLOWS
|
Notes |
Year ended 31 December 2013 US$'000 |
Year ended 31 December 2012 US$'000 |
|
|
|
|
Financing activities |
|
|
|
Cash paid to redeem convertible notes |
|
(84,200) |
- |
Cash received from issuing convertible notes |
|
35,000 |
- |
Cash received from issuing bonds |
|
35,000 |
- |
GCZ block finance provided by PetroChina |
|
1,465 |
- |
Other interest paid |
|
(5,409) |
(5,902) |
|
|
________ |
________ |
|
|
|
|
Net cash used in financing activities |
|
(18,144) |
(5,902) |
|
|
________ |
________ |
|
|
|
|
Net decrease in cash and cash equivalents |
|
(9,733) |
(48,734) |
|
|
|
|
Cash and cash equivalents at beginning of year |
|
39,971 |
86,334 |
|
|
________ |
________ |
|
|
|
|
|
|
30,238 |
37,600 |
|
|
|
|
Effect of foreign exchange rate changes |
|
4,404 |
2,371 |
|
|
________ |
________ |
|
|
|
|
Cash and cash equivalents at end of year |
|
34,642 |
39,971 |
|
|
________ |
________ |
|
|
|
|
ABRIDGED NOTES TO THE FINANCIAL INFORMATION FOR THE YEAR ENDED 31 DECEMBER 2013
1 PRINCIPAL ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union("IFRSs"), that are effective for accounting periods beginning on or after 1 January 2013. The principal accounting policies adopted in the preparation of the consolidated financial statements are set out in the Group's full annual report and accounts for the year ended 31 December 2013.
2 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The Group makes estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions. The estimates and assumptions that have a significant risk or cause a material adjustment to the carrying amounts of assets and liabilities within the period after the year/period are as follows.
PetroChina GCZ block interest
Judgement has been required in the recognition of the Group's attributable share of the results and assets of the GCZ block as at year end. Further to the identification of drilling activities by third parties on the Group's blocks, the Group entered into a binding Memorandum of Understanding (MOU) with PetroChina Company Ltd ("PetroChina") during December 2013, confirming the Company's rights over the Chengzhuang block ("GCZ") under the pre-existing PSC. Under the MOU PetroChina continues to be operator of the block and the parties agreed to a third party audit process to verify the capital expenditure incurred to develop the block, the gas production, gas sales and related revenues and costs. This audited information is then used by the parties to establish the Group's attributable share of such production, revenues and expenditures. Subsequent to the audit, which has now been completed, the Group will enter final agreements defining the payments and future cooperation. The Group considers that, following the MOU, the Group's entitlement was established under the existing PSCs and the attributable share of revenues and expenditures can be reliably measured based on information obtained through the audit. Accordingly, the Group has recognised its attributable share of cumulative revenues, capital expenditure and operating costs in the year.
Litigation
The Group has recorded a provision of US$49.5 million in respect of litigation with ConocoPhillips China Inc ("COPC") arising from a dispute in respect of the farm-out agreement, and the findings of the arbitration tribunal. Whilst the Directors' remain confident of a successful appeal, a provision has been conservatively made in the financial statements. The original US$42.6 million received was set against the exploration assets and, consequently, this has been reversed. Full interest and penalties have been provided for and are shown in the Consolidated Statement of Comprehensive Income. The appeal is to be heard in the Singapore High Court in the coming months and should the appeal set aside the ruling, no payment would be made in respect of the provision.
Transfer of exploration and appraisal assets and depreciation of the gas production assets
The Group has exercised judgement in determining the relevant assets transferred from exploration and evaluation intangible assets to property, plant and equipment in respect of the producing GCZ block. The costs transferred included a portion of the fair value uplift on acquisition of the Group's licence interests as a whole considered attributable to the GCZ block, based on the relative acreage of the GCZ block and the total licence areas. The property, plant and equipment associated with GCZ has been depreciated on a units of production basis. Judgement was required in determining the reserves used in this calculation and the Group considers 2P reserves to be capable of extraction using the assets and therefore an appropriate estimate of the asset's life. It is noted that significant 3P reserves have been estimated to exist and such reserves would significantly extend the estimate useful life. However, 3P reserves are not included until such time as they are transferred to 2P reserves as part of the Group's independent reserves audit.
Impairment reviews
Exploration and appraisal costs are assessed for indicators of impairment using the criteria detailed in note 2 in the Group's full annual report and accounts for the year ended 31 December 2013. The assessment by the Board requires judgement and is dependent upon an assessment of the rights to the Group's assets and renewal of such rights, expected levels of expenditure, interpretation of exploration and appraisal activity in the year and future intentions. No impairment indicators were noted. These assessments are inherently judgemental and require estimation and therefore may change over time resulting in significant charges to profit or loss.
The Group tests its property, plant and equipment assets, which include oil and gas development and production assets for impairment when circumstances suggest that the carrying amount may exceed its recoverable value and in accordance with the policy detailed in note 2 in the Group's full annual report and accounts for the year ended 31 December 2013. This assessment involves judgement as to the level of reserves that are capable of being extracted commercially and which are technically viable with reference to the Group's independent competent person's report, estimates of future gas prices, operating costs, capital expenditure necessary to extract those reserves and the discount rate to be applied to such revenues and costs for the purpose of deriving a recoverable value. The Group uses proven (1P) and probable (2P) reserves in such impairment tests. The impairment tests on the Group's producing gas development and production assets were performed based on the GCZ block to which they related.
Fair values of convertible notes
The fair value of the liability component on initial recognition is the present value of the stream of future cash flows (including both coupon payments and redemption) discounted at the market rate of interest that would have been applied to an instrument of comparable credit rating with substantially the same cash flows, on the same terms, but without the conversion option. The applicable rates of interest, which are a matter of judgement, are disclosed in note 23 in the Group's full annual report and accounts for the year ended 31 December 2013.
Valuation of derivatives and warrants
The Group determined the value of derivatives and warrants (at inception and at year end) using valuation techniques. Those techniques are significantly affected by the assumptions used, including share price volatilities, discount rates, probabilities of warrant exercise or redemption, and assumptions regarding the behaviour of parties subject to contractual arrangements. In that regard, fair values based on estimates cannot always be substantiated by comparison to independent markets. Details of the significant estimates and assumptions are disclosed in note 23 and note 32.
Demerger of Greka Engineering and Technology Limited
As detailed in note 2 in the Group's full annual report and accounts for the year ended 31 December 2013, judgment has been applied in determining the Group's accounting policy for the demerger of GET and is subsidiaries in a transaction under common control. IFRS does not contain specific guidance on the accounting for common control transactions. Having considered the requirements of IAS 8 the transaction by which the Group demerged its controlling interest in GET has been accounted for by demerging the GET group at book value, with a reduction recorded against share premium. No fair value adjustments have been made. This is a material accounting policy selection.
3 REVENUE AND SEGMENT INFORMATION
The Group's reportable segments as set out below. The operating results of each of these segments are regularly reviewed by the Group's chief operating decision makers in order to make decisions about the allocation of resources and assess their performance.
During the year revenue of US$48,179,000 (2012: Nil ) was recognised by the Sale of CBM gas segment in respect of 1 (2012: Nil) customers representing 10% or more of the Group's total revenue for the year.
For the year ended 31 December 2013
|
Sale of |
Retailing gas |
|
|
|
|
|
CBM gas |
station sales |
Corporate |
Sub-total |
Eliminations |
Consolidated |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
Segment revenue: |
|
|
|
|
|
|
Sales to external customers |
48,179 |
14,002 |
- |
62,181 |
- |
62,181 |
Inter-segment sales |
7,664 |
- |
- |
7,664 |
(7,664) |
- |
|
________ |
________ |
________ |
________ |
_________ |
_______ |
|
55,843 |
14,002 |
- |
69,845 |
(7,664) |
62,181 |
|
|
|
|
|
|
|
Depreciation |
10,093 |
571 |
63 |
10,727 |
- |
10,727 |
Amortisation |
- |
830 |
- |
830 |
- |
830 |
|
________ |
________ |
________ |
________ |
_________ |
________ |
(Loss)/profit from |
|
|
|
|
|
|
operations |
12,193 |
(3,074) |
(11,438) |
(2,319) |
- |
(2,319) |
|
________ |
________ |
________ |
________ |
_________ |
________ |
|
|
|
|
|
|
|
Other income |
2 |
283 |
- |
285 |
- |
310 |
|
________ |
________ |
________ |
________ |
_________ |
________ |
Litigation interest and penalties |
- |
- |
6,937 |
6,937 |
- |
6,937 |
|
________ |
________ |
________ |
________ |
_________ |
________ |
Change in fair value |
|
|
|
|
|
|
derivative |
- |
- |
13,271 |
13,271 |
- |
13,271 |
|
________ |
________ |
________ |
________ |
_________ |
________ |
Finance costs |
- |
- |
12,513 |
12,513 |
- |
12,513 |
|
________ |
________ |
________ |
________ |
_________ |
________ |
Income tax credit |
332 |
175 |
- |
507 |
- |
507 |
|
________ |
________ |
________ |
________ |
_________ |
________ |
Profit/(loss) for the year |
12,527 |
(2,616) |
(44,159) |
(34,248) |
- |
(34,248) |
|
________ |
________ |
________ |
________ |
_________ |
________ |
|
|
|
|
|
|
|
Assets |
928,308 |
16,890 |
697,388 |
1,642,586 |
(659,555) |
983,031 |
|
________ |
________ |
________ |
________ |
_________ |
________ |
|
|
|
|
|
|
|
Liabilities |
191,496 |
5,535 |
311,849 |
508,880 |
(172,654) |
336,226 |
|
________ |
________ |
________ |
________ |
_________ |
________ |
For the year ended 31 December 2012
|
Sale of |
Retailing gas |
|
|
|
|
|
CBM gas |
station sales |
Corporate |
Sub-total |
Eliminations |
Consolidated |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
Segment revenue: |
|
|
|
|
|
|
Sales to external |
|
|
|
|
|
|
customers |
- |
8,125 |
- |
8,125 |
- |
35,749 |
Inter-segment sales |
4,721 |
1,020 |
- |
5,741 |
(5,741) |
- |
|
________ |
________ |
________ |
________ |
________ |
_______ |
|
4,721 |
9,145 |
- |
13,866 |
(5,741) |
35,749 |
|
________ |
________ |
________ |
________ |
_______ |
________ |
Depreciation |
15 |
70 |
78 |
163 |
- |
3,508 |
|
________ |
________ |
________ |
________ |
_______ |
________ |
Amortisation |
- |
826 |
- |
826 |
- |
2,484 |
|
________ |
________ |
________ |
________ |
_______ |
________ |
(Loss)/profit from |
|
|
|
|
|
|
operations |
(1,436) |
(3,414) |
(5,227) |
(10,077) |
- |
(10,077) |
|
________ |
________ |
________ |
________ |
_______ |
________ |
Other income |
4 |
9 |
1,307 |
1,320 |
- |
1,320 |
|
________ |
________ |
________ |
________ |
_______ |
________ |
Change in fair value |
|
|
|
|
|
|
derivative |
- |
- |
- |
- |
- |
- |
|
________ |
________ |
________ |
________ |
_______ |
________ |
Finance costs |
- |
- |
8,086 |
8,086 |
- |
8,086 |
|
________ |
________ |
________ |
________ |
_______ |
________ |
Gain on disposal |
- |
- |
- |
- |
- |
- |
|
________ |
________ |
________ |
________ |
_________ |
________ |
Income tax credit |
55 |
164 |
- |
219 |
- |
219 |
|
________ |
________ |
________ |
________ |
_________ |
________ |
Loss for the year |
(1,377) |
(3,241) |
(12,006) |
(16,624) |
- |
(16,624) |
|
________ |
________ |
________ |
________ |
_________ |
________ |
Assets |
929,227 |
19,588 |
572,853 |
1,521,668 |
(579,034) |
942,634 |
|
________ |
________ |
________ |
________ |
_______ |
________ |
Liabilities |
213,470 |
2,712 |
221,499 |
437,681 |
(155,113) |
282,568 |
|
________ |
________ |
________ |
________ |
_______ |
________ |
4 LOSS FROM OPERATIONS
(a) Loss from operations from continuing operations is stated after charging/(crediting):
|
Year ended 31 December 2013 US$'000 |
Year ended 31 December 2012 US$'000 |
|
|
|
Auditors' remuneration: |
|
|
Fees payable to the Company's auditors for the audit of the annual financial statements |
200 |
200 |
Fees payable to the Company's auditors for the review of the interim results |
20 |
10 |
Staff costs (note 8) |
4,798 |
6,593 |
Depreciation of property, plant and equipment |
12,194 |
3,508 |
Operating lease expense (property) |
1,171 |
1,387 |
Amortisation of leasehold land held for own use under operating leases |
117 |
76 |
Amortisation of intangible assets |
713 |
750 |
Impairment of intangible assets |
325 |
- |
Foreign exchange (gain)/loss, net |
(285) |
959 |
Other costs |
6,937 |
3,369 |
|
________ |
________ |
During the year the Group incurred other costs of US$6,937,000 in respect of interest and costs related to the litigation detailed in note 2. The amounts shown in 2012 relate to professional fees incurred in respect of fundraising and refinancing advice.
(b) Discontinued operations
Summary
On 30 September 2013, the shareholders approved thedemerger of the Group's engineering business by means of a dividend in specie of shares in Greka Engineering & Technology Ltd ("Greka Engineering" or "GET")) to Green Dragon Gas shareholders.
A summary of the assets and liabilities of GET distributed by the Company as a result of the demerger is as follows:
|
|
|
US$'000 |
Net assets distributed: |
|
Property, plant and equipment |
27,173 |
Other intangible assets |
2,519
|
Inventories |
2,140 |
Trade and other receivables |
7,155 |
Cash and cash equivalents |
3,576 |
Trade and other payables |
(9,813) |
Current tax liabilities |
(13) |
Deferred tax liability |
(630) |
|
________ |
|
32,107 |
|
________ |
On 3 June 2013, the Company entered into a sale and purchase agreement for the sale of the Company's 29.11% effective interest in Beijing Huayou United Gas Development Co., Ltd ("BHY") and its 100% interest in Giant Power International Investment Limited ("GPI") which included the Company's interests in the wholesale gas distribution pipeline network in the Beijing Development Area and the wholesale gas stations in Zhengzhou and Wuhu, for a cash consideration of US$65 million, together with settlement of inter-company liabilities and contingent consideration. The Company acquired BHY in 2007 for US$27.1 million and GPI in 2008 for US$10.8 million.
Details of the carrying amount of identifiable assets and liabilities disposed of and sales consideration is, as follows:
|
|
|
|
|
|
|
US$'000 |
Property, plant and equipment |
|
|
30,103 |
Other intangible assets |
|
|
6,596 |
Payment for leasehold land held for own use under operating leases |
|
|
546 |
Inventories |
|
|
1,463 |
Cash and cash equivalents |
|
|
5,633 |
Trade and other receivables |
|
|
8,178 |
Trade and other payables |
|
|
(8,437) |
Current tax liabilities |
|
|
(163) |
Deferred tax liability |
|
|
(1,706) |
Capital and surplus reserve |
|
|
(1,325) |
Other Reserve |
|
|
(338) |
Non-controlling interest |
|
|
(18) |
|
|
|
________ |
|
|
|
40,532 |
|
|
|
________ |
|
|
US$'000
|
|
Consideration, satisfied by cash |
|
65,834 |
|
Consideration, settled by other payables |
|
3,716 |
|
Contingent consideration |
|
4,526 |
|
Net assets disposed of |
|
(40,532) |
|
Gain on disposal |
|
33,544 |
|
|
US$'000 |
Cash flows in relation to the disposal: |
|
|
- Consideration received |
|
65,834 |
- Cash disposed of |
|
(5,633) |
|
|
________ |
Net cash inflow |
|
60,201 |
|
|
________ |
Under the terms of the agreement, contingent consideration existed as the Group is entitled to the share of pre-disposal date dividends that are declared subsequent to the disposal by the acquirer. The contingent consideration has been determined based on estimated future receipts.
The revenue, results and cash flows of the discontinued operations are disclosed as follows:
|
Disposal of BHY/GPI From1 January to 3 June 2013 US$'000 |
Demerger of GET From 1 January to 30 September 2013 US$'000 |
Total US$'000 |
|
|
|
|
Revenue |
20,017 |
2,958 |
22,975 |
Expenses |
(18,376) |
(4,285) |
(22,661) |
|
________ |
________ |
________ |
|
|
|
|
Profit/(loss) before income tax |
1,641 |
(1,327) |
314 |
Taxation |
(488) |
55 |
(433) |
|
________ |
________ |
________ |
|
|
|
|
Profit/(loss) for the year from discontinued operations |
1,153 |
(1,272) |
(119) |
|
________ |
________ |
________ |
|
|
|
|
Gain on disposal |
33,544 |
- |
33,544 |
|
|
|
|
|
________ |
________ |
________ |
|
|
|
|
Total |
34,697 |
(1,272) |
33,425 |
|
________ |
________ |
________ |
|
|
|
|
Operating cash flows |
(3,462) |
4,656 |
1,194 |
Investing cash flows |
(1,092) |
(1,287) |
(2,379) |
Financing cash flows |
(3) |
(3,946) |
(3,949) |
|
________ |
________ |
________ |
|
|
|
|
Net cash flows |
(4,557) |
(577) |
(5,134) |
|
________ |
________ |
________ |
|
|
|
|
|
Disposal of BHY/GPI
2012 US$'000 |
Demerger of GET
2012 US$'000 |
Total US$'000 |
|
|
|
|
Revenue |
64,613 |
1,331 |
65,944 |
Expenses |
(60,229) |
(7,336) |
(67,565) |
|
________ |
________ |
________ |
|
|
|
|
Loss before income tax |
4,384 |
(6,005) |
(1,621) |
Taxation |
(1,195) |
18 |
(1,177) |
|
________ |
________ |
________ |
|
|
|
|
Profit for the year from discontinued operations |
3,189 |
(5,987) |
(2,798) |
|
________ |
________ |
________ |
|
|
|
|
Operating cash flows |
6,161 |
11,973 |
18,134 |
Investing cash flows |
(1,411) |
(18,341) |
(19,752) |
Financing cash flows |
(7) |
3,945 |
3,938 |
|
________ |
________ |
________ |
|
|
|
|
Net cash flows |
4,743 |
(2,423) |
2,320 |
|
________ |
________ |
________ |
|
|
|
|
5 OTHER INCOME AND FINANCE INCOME
|
Year ended 31 December 2013 US$'000 |
Year ended 31 December 2012 US$'000 |
|
|
|
Continuing operations |
|
|
Bank interest |
25 |
1,320 |
Exchange gain |
285 |
- |
|
________ |
________ |
|
310 |
1,320 |
|
________ |
________ |
6 FINANCE COSTS
|
Year ended 31 December 2013 US$'000 |
Year ended 31 December 2012 US$'000 |
|
|
|
Continuing operations |
|
|
Accelerated finance charge |
4,449 |
- |
Convertible notes (coupon at 7% plus effective interest adjustments) |
4,174 |
8,086 |
Bonds (coupon at 7% plus effective interest adjustments) |
3,890 |
- |
|
________ |
________ |
|
12,513 |
8,086 |
|
________ |
________ |
7 STAFF COSTS
|
Year ended 31 December 2013 US$'000 |
Year ended 31 December 2012 US$'000 |
|
|
|
Continuing operations |
|
|
Staff costs (including directors' emoluments) comprise: |
|
|
Wages and salaries |
4,300 |
6,243 |
Employer's national social security contributions |
435 |
1,193 |
Other benefits |
1,209 |
1,303 |
|
________ |
________ |
|
5,944 |
8,739 |
|
|
|
Less: expenses capitalised as gas exploration and appraisal assets |
(1,146) |
(2,146) |
|
________ |
________ |
|
|
|
Total staff costs charged to profit or loss (note 4(a)) |
4,798 |
6,593 |
|
________ |
________ |
|
|
|
8 TAXATION
|
Year ended 31 December 2013 US$'000 |
Year ended 31 December 2012 US$'000 |
|
|
|
Continuing operations |
|
|
Current tax - PRC Enterprise Tax |
|
|
Charges for current year |
- |
479 |
|
|
|
Deferred tax |
|
|
Temporary timing differences |
(617) |
(637) |
Previously unrecognised deferred tax assets assessed as recoverable at the end of the year |
110 |
(61) |
|
________ |
________ |
Total tax charge |
(507) |
(219) |
|
________ |
________ |
Other comprehensive income includes US$4,702,281 (2012: US$1,213,379 (restated)) of deferred tax movements in respect of exchange gains on retranslation of foreign subsidiaries.
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the Cayman Islands applied to the profit/(loss) for the period are as follows:
|
Year ended 31 December 2013 US$'000 |
Year ended 31 December 2012 US$'000 |
|
|
|
Loss before tax from continuing operations |
(34,755) |
(16,843) |
Profit/(loss) before tax from discontinued operations |
33,858 |
(1,621) |
|
________ |
________ |
Accounting loss before tax |
(897) |
(18,464) |
|
|
|
Expected tax charge based on the standard rate of corporation tax in the Cayman Islands of 0% (2012: 0%) |
- |
- |
|
|
|
Effect of: |
|
|
|
|
|
Different tax rates applied in overseas jurisdictions |
1,239 |
1,656 |
Temporary differences applied in overseas jurisdictions at different tax rates |
(1,165) |
(698) |
|
________ |
________ |
Income tax |
74 |
958 |
|
________ |
________ |
|
|
|
Income tax credit related to continuing operations |
507 |
219 |
Income tax charge related to discontinued operations |
(433) |
(1,177) |
|
________ |
________ |
Taxation for the Group's operations in the PRC is provided at the applicable current tax rate of 25% (2012: 25%) on the estimated assessable profits for the year.
9 EARNINGS AND LOSS PER SHARE
The calculation of the basic and diluted loss per share attributable to owners of the Company is based on the following data:
|
Year ended 31 December 2013 US$'000 |
Year ended 31 December 2012 US$'000 |
|
|
|
Profit/(loss) for the year attributable to owners of the Company used in basic and diluted earnings/(loss) per share : |
|
|
- Continuing operations |
(34,248) |
(16,624) |
- Discontinued operations |
33,425 |
(2,798) |
|
________ |
________ |
|
Year ended 31 December 2013 Number |
Year ended 31 December 2012 Number |
Weighted average number of ordinary shares for basic earnings per share |
136,540,711 |
136,540,711 |
Effects of dilution |
2,733,161 |
- |
Weighted average number of ordinary shares for diluted earnings per share |
139,273,872 |
136,540,711 |
The dilution applicable to discontinued earnings per share relates to the effect of the dilutive element of the warrants Potential ordinary shares of 8,052,037 arising from outstanding share options and convertible bonds have been excluded from the calculation above as they are considered to be anti-dilutive. No dilution applies to the basic loss per share or 2012 discontinued loss per share as the effect is antidilutive.
|
Year ended 31 December 2013
|
Year ended 31 December 2012
|
Basic earnings/(loss) per share (US cents) |
|
|
- Continuing operations |
(0.251) |
(0.131) |
- Discontinued operations |
0.245 |
(0.020) |
|
________ |
________ |
|
Year ended 31 December 2013
|
Year ended 31 December 2012
|
Diluted earnings/(loss) per share (US cents) |
|
|
- Continuing operations |
(0.251) |
(0.131) |
- Discontinued operations |
0.240 |
(0.020) |
|
________ |
________ |
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of approval of these financial statements.
10 DIVIDENDS AND DIVIDENDS IN SPECIE
On 30 September 2013, the Company completed the proposed demerger of its engineering business by means of a dividend in specie of shares in Greka Engineering & Technology Ltd ("Greka Engineering" or "GET")) to Green Dragon Gas shareholders. The transaction, detailed in note 4(b) resulted in a reduction in share premium and other reserves as detailed in the Consolidated Statement of Changes in Equity and derecognition of the assets and liabilities of GET.
11 PRODUCTION SHARING CONTRACTS
The Group currently has six (2012: six) production sharing contracts ("PSCs") in the PRC.
On 8 January 2003, the Group entered into four PSCs with CUCBM to explore, develop and produce coal bed methane in five blocks in the locations of Shizhuang South, Chengzhuang, Shizhuang North, Qinyuan and Panxie East. Shizhuang South, Chengzhuang, Shizhuang North and Qinyuan are located in Shanxi Province, the PRC, while Panxie East is located in Anhui Province, the PRC.
Also during 2003, the rights as a foreign contractor to another PSC, which was originally entered into between CUCBM and Saba Petroleum Inc., a related company with common controlling shareholder, Mr. Randeep Grewal, to the Group, on 13 August 1999, to explore, develop and produce coal bed methane in a block in Fengcheng, Jiangxi Province, the PRC, was assigned to the Group.
Pursuant to these five PSCs, the Group, as the operator, agreed to provide funds and apply its technology and managerial experience to co-operate with CUCBM, which is eligible to apply for exclusive right to exploitation of coal bed methane in the areas as defined in the contracts, to explore, develop and produce coal bed methane.
In addition, pursuant to these five PSCs, all the costs incurred in the exploration stage shall be borne by the Group. Upon submission of the overall development programme and approval by the relevant Chinese authorities, the operation shall enter the stage of development and since then, all the development and operating costs shall be borne in the proportion of 60% by the Group and 40% by CUCBM, except for the Fengcheng Block in the proportion of 49% by the Group and 51% by CUCBM. Share in the production output shall be allocated (after deduction of value-added tax and royalty payable to the Chinese tax authority) firstly towards operating costs recovery in the proportion abovementioned (the "Sharing Proportion"), secondly towards exploration costs recovery solely by the Group and thereafter in the Sharing Proportion towards development costs recovery and profit. The Group is obliged to pay enterprise income tax in the PRC on its share of production output.
These five PSCs each have a term of thirty years, with production period not more than twenty consecutive years commencing on a date determined by the Joint Management Committee which was set up by the Group and CUCBM, pursuant to the PSCs, to oversee the operations in the contracted area. Currently all the six blocks covered by these five production sharing contracts are in the exploration stage.
Chengzhuang block ("GCZ")
During the year, the Group entered into a binding Memorandum of Understanding ("MOU") with PetroChina Company Ltd ("PetroChina"), confirming a 47% participating interest by GDG in the Chengzhuang block ("GCZ"), a block included within the Shizhuang South PSC. Under the terms of the MOU, the Group formally acknowledged PetroChina as operators of the GCZ block, are entitled to their share of historic and future revenues arising from the sale of gas and agreed to contribute towards the associated capital and operational costs relating to the GCZ block.
The following table summarises the Group's cumulative share of the capital expenditure and net revenues arising from the GCZ block since inception.
|
Total US$'000 |
|
|
Capital expenditure |
25,504 |
|
|
Revenue |
48,179 |
Total operational costs and expenses |
(24,141) |
Net Profit |
24,039 |
|
|
Net payable |
1,465 |
The capital expenditure, revenue and costs represent cumulative amounts from 2009 to 2013. Given the affirmation of the status of the Group's PSCs in July 2013, all amounts relating to the GCZ block have been recognised in the 2013 financial statements and no prior year adjustments have been made.
Total revenue and operational costs from the GCZ block for the year ended 2013 amounted to $15.8m and $7.4m respectively.
Subsequent to the year end, the Group signed another agreement with CUCBM to vary the terms of certain of its five PSCs with CUCBM. Refer to Note 12.
In addition, Greka Guizhou E&P Ltd, a subsidiary of the Company, has a PSC with PetroChina CBM to explore for and develop coal bed methane resources in the province of Guizhou, the PRC. It can earn a 60% interest in the property by funding up to US$8,000,000 for an exploration pilot programme.
12 SUBSEQUENT EVENTS
(a) Agreement signed with CUCBM
In March 2014, the Group entered into a binding agreement with CUCBM, a subsidiary of China National Offshore Oil Corporation (CNOOC), regarding five of its Production Sharing Contracts (PSCs) in China.
The Group has a direct equity interest in over 1,800 drilled wells. The equity interest varies between 47%-70% and the total invested capital exceeds US$1 billion.
The details of the agreement are summarised as follows:
Shizhuang South Block (GSS)
· Under the agreement, operatorship of the GSS block will continue under the Company except for the wells drilled by CUCBM in Coal Seam 3
· The circa 1,300 legacy wells drilled by CUCBM will be operated by them, with the remainder continuing to be operated by GDG
· GDG equity participation in the entire block increases from 60% to 70% following the cost recovery to CUCBM of US$13 million (as provided by the PSC) which will be paid from the GDG operated wells
· GDG and CUCBM to each be entitled to cost recovery at a preferential rate from wells they operate - percentage of gross profit to cost recovery, will increase from 75% to 90%
· Option for GDG to deliver gas directly into CUCBM infrastructure
· GDG to continue as Operator in the remaining block including the entire second Coal Seam 15 which is prevalent in the entire block below Coal Seam 3. Coal Seam 15 lies approximately 150 meters below Coal Seam 3. Legacy wells (as referred to above) have been confined to Coal Seam 3 as have the agreements relating to carried interest and non operated interest
· The Government has approved two ODPs within the GSS Block
· CUCBM expected to invest an additional US$250 million to complete offtake infrastructure, enabling gas sales - bringing the total estimated investment to US$700 million (subject to audit), inclusive of the 1,300 wells drilled
Shizhuang North Block (GSN)
· CUCBM has committed to invest an additional US$100 million towards exploration and production in exchange for a further 10% interest in GSN, resulting in each company holding a 50% participating interest
· CUCBM has already invested an estimated US$100 million in GSN to drill 250 wells and PSC extended by two years with additional period extensions subject to government approval
Qinyuan Block (GQY)
· Sub-divided into two equal sized blocks, A & B, under the original PSC framework, with each operator bearing all exploration expenses in their respective areas
· Block A to be held 90% by CUCBM and 10% by GDG, with CUCBM as operator
· Block B to be held 40% by CUCBM and 60% by GDG with GDG as operator
Fencheng (GFC) and Panxie East (GPX)
· Status quo
· GDG participating interest to remain unchanged for both PSCs
· GDG to continue as operator with both parties agreeing to perform their respective obligations under both PSCs
The Group and CUCBM have convened Joint Management Committee meetings for each of the five PSCs. Each party shall further disclose to each other all technical information and related Overall Development Plans under the PSCs, followed by a third party audit with respect to certain cost recovery aspects of the parties' respective investments in each of the PSCs.
(b) Full conversion of US$35 million convertible notes
On 3 June 2014, the Company received notice from GIC Private Limited, a sovereign wealth fund established by the Government of Singapore, of the conversion into ordinary shares of the entire US$35 million convertible notes issued by the Company in December 2013. The notes carried a 7% interest rate and were due in December 2015, this is an early conversion.
The Company issued 5,775,578 new ordinary shares to GIC Private Limited as a result of this conversion.
Following the admission to trading on AIM of the new ordinary shares on 6 June 2014, the Company's issued share capital will consist of 142,316,289 ordinary shares.
(c) US$50 million raised through issuance of convertible notes
On 5 June 2014, the Company issued a second tranche of the convertible bond facility first announced in December 2013. The second tranche of US$50 million has been fully subscribed by GIC Private Limited ("GIC"), a Government of Singapore sovereign wealth fund.
The convertible bond is unsecured, has a 7% coupon, a 36 month maturity, and is convertible into ordinary shares at a conversion price of US$9.34 per share. The Company has the right on the second anniversary of the issue date and onwards to call the convertible bond under certain conditions.
13 PUBLICATION OF NON-STATUTORY ACCOUNTS
The financial information for the years ended 31 December 2013 and 31 December 2012 set out in this announcement does not constitute the Group's statutory financial information but is extracted from the Company's audited financial statements for those years. The auditors have reported on the full accounts for both periods and their reports were unqualified and did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their reports.
14 ANNUAL REPORT
The Company's Annual Report and copies of this announcement will be available in due course on the Company's website at www.greendragongas.com and from the office of the Company's nominated adviser, Smith & Williamson Corporate Finance Limited at 25 Moorgate, London EC2R 6AY, United Kingdom.