Half Yearly Report

RNS Number : 6485R

Green Dragon Gas Ltd

15 September 2014

GREEN DRAGON GAS LTD

("Green Dragon" or the "Company")

Interim results for the period ended 30 June 2014

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 unaudited interim results for the six months ended 30 June 2014.

Highlights

FINANCIAL HIGHLIGHTS

· Revenue increased 123% to US$ 15.5million (US$ 6.9million in H1 2013)

· Gross profit increased 55% to US$ 5.4million (US$ 3.5million in H1 2013)

· Cash of US$ 52.0 million at 30 June 2014 (US$ 34.6 million at 31 December 2013)

· Capital expenditure decreased to US$ 7.8 million (US$ 20.9 million in H1 2013)

· Net loss from continuing operations decreased 12.3% to US$ 7.26 million (net loss from continuing operations of US$ 8.28 million in H1 2013)

· Non cash appraisal impairment of US$ 65.4 million in relation to derivative financial instrument (see comment below)

OPERATIONAL HIGHLIGHTS

· Gross gas production was 4.1 Bcf for the first half of 2014, up 206% (1.34 Bcf in H1 2013)

· Approximately 30% of existing Green Dragon wells are connected to pipeline and transmission infrastructure

· All Chengzhuang ("GCZ") wells are connected to infrastructure

· Approximately 40% of the GSS wells operated by China National Offshore Oil Corporation ("CNOOC") / China United Coalbed Methane Corporation Ltd. ("CUCBM") drilled wells are currently connected to infrastructure and are dewatering

· A total of 1,869 wells drilled to date across Green Dragon blocks, of which 78 are LiFaBriC

· Joint Management Meetings ("JMC") with partners on blocks proceeding well

Upstream

· Gross gas production for the first half of 2014 was 4.1 Bcf (116.3 million cubic meters) an increase of 206% over the first half of 2013 of 1.34 Bcf (38 million cubic meters) and already equivalent to 84.3% of 2013 full year production of 4.86 Bcf (138 million cubic meters)

o GSS production operated by Green Dragon of 1.45 Bcf (41.0 million cubic meters)

o GSS production operated by CUCBM was 0.58 Bcf (16.5 million cubic meters)

o GCZ production operated by Petrochina Company Ltd ("PetroChina") was 2.07 Bcf (58.5 million cubic meters)

· A total of 1,560 square kilometres of 2D seismic data has now been acquired across the blocks to date, consisting of:

o GSS: 288.72 sqkm

o GSN: 226.68 sqkm

o GQY: 633.65 sqkm

o GFC: 335.33 sqkm

o GGZ: 76 sqkm

· Status of Green Dragon blocks:

o 1,869 wells drilled across all blocks

o 1,580 wells across GSS Production Block (inclusive of GCZ)

o 289 wells were across the exploration blocks Fengcheng ("GFC"), Qinyuan ("GQY"), Shizhuang North ("GSN"), Panxie East ("GPX") and Baotian Qingshan ("GGZ")

o a total of 78 LiFaBriC wells across all blocks

Block	PSC	GDG Interest	Operator	Wells
Block	PSC	GDG Interest	Operator	LiFaBriC	Vertical	Partner Activity
Shizhuang South	GSS	60%	GDG	62	171	1,243 (CUCBM / CNOOC)
Chengzhuang	GSS	47%	Petrochina	0	0	104
Shizhuang North	GSN	50%	CUCBM	2	11	117
Qinyuan A	GQY	10%	CUCBM	-	8	9 CUCBM
Qinyuan A	GQY	10%	CUCBM	-	8	18 coal holes
Qinyuan B	GQY	60%	GDG	8	39	10
Fengcheng	GFC	49%	GDG	2	26
Panxie East	GPX	60%	GDG	-	12	14 coal holes
Baotian Qingshan	GGZ	60%	GDG	4	26	30 coal holes

Cost Recovery Balances: The binding agreements announced by Green Dragon make reference to cost recovery balances by block. Accelerated recovery applies to wells drilled before 8 July 2013. The cost recovery balances shown below as of December 31, 2013 have been audited, the balance of the cost recoveries are subject to independent audits which are expected to conclude by year end:

o GSS (Green Dragon): US$174m

o GGZ (Green Dragon): US$23m

o GCZ (Petrochina): US$28m

o GFC (Green Dragon): US$24m

o GSN (Green Dragon): US$8m

o GQY (Green Dragon): US$40m

o GPX (Green Dragon): US$8m

Downstream (GSS and GCZ)

· Piped Natural Gas (PNG) sales from GSS gas in H1 2014 totaled 443.49 MMcf, an increase of 14.4% compared to H1 2013 (387.6 MMcf)

· Compressed Natural Gas (CNG) sales totaled 309.1 MMcf and consisted of:

o Industrial customer sales: 32.14 MMcf

o Retail station sales:

§ Increased 9.6% to 276.96 MMcf from H1 2013 252.56 MMcf

· 2.61% came from GSS block production (7.23MMcf)

· 97.39% was acquired from third parties (269.73MMcf)

· Weighted average CNG price in Greka retail stations increased from 3.6 RMB/m3 (US$16.6/Mcf) to 3.8 RMB/m3 (US$17.6/Mcf), a 6.08% increase.

· It is expected that all producing wells will be connected to infrastructure by the end of 2015 and those drilled and operated by CNOOC/CUCBM will be financed from an expected capital spend as part of the Framework agreement

Other Operations

· Continued excellent safety record with wells and infrastructure passing a recent county level safety bureau inspection

· Sales to industrial customers were suspended during the period under review while the government concluded new permit policies

Events after the period and Outlook

· Settlement of matter with ConocoPhillips to the mutual satisfaction of both parties - with Green Dragon paying a total of US$40 million in final settlement

· Cooperation Agreement with China National Petroleum Corporation ("CNPC") in respect of GCZ further evidence of continued cooperation between Green Dragon and its partners to maximize the value of the Company's assets

Financial Treatment of Warrants and associated Fair Value Charge

· It's non-cash

· It arises from an IFRS technical accounting treatment

· The instrument will be extinguished by year end

· Continued appreciation of the share price has increased the fair value charge since yearend.

Detail

The derivative liability of US$86m and the fair value change of US $65m (reported in H1-14) and US$13m (reported in H2 13) refers to the 13.7m warrants that were issued to Chandler Corporation and associated with the US $35m bond raised in June 2013.

The warrants are exercisable at £1.97 per share in December 2014 to obtain 13.7m ordinary shares in GDG. The £1.97 share price was 6% higher than the prevailing share price when the warrant was issued, and so at the outset exercising the warrants would have cost more than the shares were worth, however with the share price appreciating, the exercise price is now considerably lower than the current share price.

Under specific IFRS accounting rules, the warrants are required to be carried at fair value, with changes in the fair value recognized in the income statement. This means that the income statement is charged with the increasing value of the warrants, which is primarily due to the increasing value of the GDG share price.

On exercise, the warrants will result in the issue of equity (share capital and share premium) equal to the relevant GDG share price at that date. The only cash flow impact to GDG is the receipt of cash on exercise of £27m (USD 43.4 m at today's exchange rate) which will be reflected in the accounts at the relevant US$ rate at that date.

There is no cash outflow, despite the income statement charges.

The fact that they are held at fair value and recognized in the income statement is itself the result of a technical point within IFRS rules.

As the warrants have a GBP exercise price, technically the company receives a variable amount of US dollar cash for issuing a fixed number of warrants. The variability in the US dollar value of cash received is due to exchange rate fluctuations between June 2013 and the exercise date.

As a derivative, we are required by IFRS to hold the liability at fair value and record any movements in our income statement. The fair value at any point in time is calculated using a Black-Scholes model and is a function of the Group's share price, the exercise price, an estimate of volatility in the Group's share price and discount rates. However, in GDG's case the key driver of the increase in the fair value is the strong growth in the Group's share price.

At grant date share price was £1.86 and the warrants were issued at a 6% premium of £1.97. The share price increased to £2.75 at 31 December 2013 and then further to £5.62 at 30 June 2014. As a result, the fair value of the warrant has increased significantly, and hence we see a charge in the back end of the prior year, and in these interim accounts.

Randeep S. Grewal, Chairman and Founder of Green Dragon, commented:

"This year so far has been transformational for Green Dragon Gas. While we have always had the confidence in our title and technical achievements to produce large commercial volumes of prolific CBM in the world's most commercially lucrative gas market - China, we are proud to have been proven right by the many acknowledgements within the material agreements concluded this year. Green Dragon transforms from a one sided conviction to an accepted Chinese unconventional gas producer that has demonstrated its success across the board. Furthermore, notwithstanding our confidence in the only litigation matter, we maintained the momentum of eliminating ambiguity surrounding the Company and elected to settle the matter with Conoco rather than continue the litigation. As a result, there are no further doubts and importantly distractions.

We are working closely with our partners PetroChina, CNPC, CNOOC and CUCBM to systematically connect over 1800 wells drilled and systematically being connected to infra-structure as they dewater. The approximate USD 1 billion of deployed capital across all the seven blocks is destined to yield shareholder returns in the years to come.

Green Dragon is now a simple E&P company with exclusive gas only operations in China, a focused execution plan, the group continues its migration from an exploration company to production with close partnerships and secured title.

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 0108
Dr Azhic Basirov / David Jones / Ben Jeynes Smith & Williamson - Nominated Adviser & Broker	+44 20 7131 4000

Richard Crichton / Andy Crossley Peel Hunt - Broker	+44 20 7418 8900
James Henderson / Phillip Dennis Pelham Bell Pottinger - Investor Relations	+44 20 7861 3232

The exchange rates used throughout this announcement: US$1:RMB6.149

CHAIRMAN STATEMENT

This year so far has been transformational for Green Dragon Gas. While we have always had the confidence in our title and technical achievements to produce large commercial volumes of prolific CBM in the world's most commercially lucrative gas market - China, we are proud to have been proven right by the many acknowledgements within the material agreements concluded this year. Green Dragon transforms from a one sided conviction to an accepted Chinese unconventional gas producer that has demonstrated its success across the board. The focus in the first half was to cement and conclude all outstanding issues that had clouded and distracted the Company over the last four years, in full. We achieved this objective and indeed exceeded our expectations

We are working closely with our partners PetroChina, CNPC, CNOOC and CUCBM to connect over 1800 wells drilled and systematically connect them to the gas sales infra-structure as they dewater. The approximate USD 1 billion of deployed capital across all the seven blocks is destined to yield shareholder returns in the years to come. Green Dragon shareholders are participating in equity relative to the production sharing contract percentage that is attributed to the Company. In simpler words, the Company has been carried in the entire development that has taken place without any discount or reduction to the shareholders equity. This is a tremendous outcome for all shareholders.

As a result of the accomplishments this year, Green Dragon is now a simple E&P company with exclusive gas only operations in China, a focused execution plan, the group continues its migration from an exploration company to production with close partnerships and secured title.

The Company saw significant increases in gross production, gas sales and revenues during the period comparisons demonstrating the commercial effects of the successful execution in the year. The commercial effects of the significant capital deployed will be realized in the years to come when all the wells drilled have de-watered and are connected to the sale pipelines.

The Company continued its conservative investment in capital expenditure, in accordance with the terms of its PSCs. As such, during the period under review, two additional LiFaBriC wells were drilled bringing the total number to 78 across all blocks. All of the groundwork for a concerted discretionary ramp up of activity is now in place. Drilling locations have been secured, land leases acquired, pipeline and connections planned and the Company can execute in very short order.

Total sales inclusive of share of cumulative gas sold amounted to 2.8 Bcf, of which 2.06 Bcf was attributable to the GCZ Block and 750MMcf was attributable to the GSS Main Block. 2.61% of the gas sold by the Company's distribution arm comes from the GSS block, with the remaining 97.39% being acquired from external parties. Gas is acquired from third parties in order to meet the increasing demand and over time will be compounded by gas produced from Green Dragon's assets.

Piped Natural Gas (PNG) sales during the period amounted to 2.5 Bcf. 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.

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 license areas. Sales of CNG through these outlets amounted to 277 MMcf, representing a 9.6% increase on the same period a year earlier.

Furthermore, notwithstanding our confidence in the only litigation matter, we maintained the momentum of eliminating ambiguity surrounding the Company and elected to settle the matter with Conoco rather than continue the litigation. As a result, there are no further doubts and importantly distractions.

In closing, we appreciate the relentless passionate commitment that the core management and employees have demonstrated through a long period of uncertainty. I acknowledge their difficulties and frustrations awaiting the commitments to proceed with the robust growth. The favorable conclusions are particularly rewarding to these employees that have been proven to have been correct on title, correct on technology and correct on the business plan. We are collectively excited about our immediate, medium term and long term prospects.

Randeep S. Grewal

Chairman

Condensed Consolidated Statement of Comprehensive Income

Six months ended 30 June 2014

		Six months ended 30 June 2014	Restated Six months ended 30 June 2013	Year ended 31 December 2013
	Notes	US$'000	US$'000	US$'000
Continuing operations		unaudited	Unaudited	audited
Revenue	3	15,483	6,932	62,181
Cost of sales		(10,089)	(3,450)	(40,322)
Gross profit		5,394	3,482	21,859
Selling and distribution costs		(680)	(983)	(1,616)
Administrative expenses		(11,974)	(10,778)	(29,524)
Loss from operations		(7,260)	(8,279)	(9,281)
Other income	14	8,552	155	310
Change in fair value of financial derivative	13	(65,382)	-	(13,271)
Finance costs		(5,133)	(9,104)	(12,513)
Loss before income tax		(69,223)	(17,228)	(34,755)
Income tax (charge) / credit	4	(44)	145	507
Loss for the period from continuing operations		(69,267)	(17,083)	(34,248)
Discontinued operations
Profit for the period from discontinued operations	18	-	26,465	33,425
(Loss) / profit for the period		(69,267)	9,382	(823)
Other comprehensive (loss) / income
Exchange differences arising on translation of foreign operations		(1,499)	11,280	19,604
Total comprehensive (loss) / income for the period		(70,766)	20,662	18,781

(Loss) / profit for the period attributable to:
Owners of the company		(69,267)	9,382	(823)
Non-controlling interests		-	-	-
		(69,267)	9,382	(823)
Total comprehensive (loss) / income
attributable to:
Owners of the company		(70,766)	20,662	18,781
Non-controlling interests		-	-	-
		(70,766)	20,662	18,781

Basic and diluted (loss) / earning per share attributable to owners of the Parent (US$)	5	(0.504)	0.069	(0.006)
From continuing operations (US$)		(0.504)	(0.125)	(0.251)
From discontinued operations (US$)		-	0.194	0.245

# The Group has restated its results for the six months ended 30 June 2013 to correct for foreign exchange translation movements arising on Gas Exploration and Appraisal Assets. See Note 2 for further details.

Condensed Consolidated Statement of Financial Position

At 30 June 2014

		As at 30 June 2014	As at 31 December 2013
	Notes	US$'000	US$'000
		unaudited	audited
Assets
Non-current assets
Property, plant and equipment	7	34,170	28,232
Gas exploration and appraisal assets	8	903,484	902,537
Other intangible assets		3,541	3,821
Payment for leasehold land held for own use under operating leases		46	217
Tax recoverable		157	-
Deferred tax asset		1,809	1,954
		943,207	936,761
Current assets
Inventories		324	86
Trade and other receivables	9	15,221	11,542
Cash and cash equivalents		51,972	34,642
Restricted cash and cash equivalents	14	8,000	-
		75,517	46,270
Total assets		1,018,724	983,031
Liabilities
Current liabilities
Derivative financial liability	13	85,792	20,410
Bonds	13	32,821	30,390
Trade and other payables	10	24,794	25,623
Provisions	14	40,000	49,537
Current tax liabilities		-	7
		183,407	125,967
Non-current liabilities
Convertible notes	12	46,549	33,383
Other financial liabilities	11	13,000	13,000
Deferred tax liability		162,715	163,876
		222,264	210,259
Total liabilities		405,671	336,226
Net Assets		613,053	646,805

		As at 30 June 2014	As at 31 December 2013
	Notes	US$'000	US$'000
		unaudited	audited
Capital and reserves
Share capital	15	14	14
Share premium	15	716,031	681,031
Convertible note equity reserve	15	3,760	1,746
Share based payment reserve	15	12,743	12,743
Other reserve	15	19	30
Foreign exchange reserve	15	64,087	65,575
Retained deficit	15	(183,601)	(114,334)
Total equity		613,053	646,805

Condensed Consolidated Statement of Changes in Equity

Six months ended 30 June 2014

	Share capital	Share premium	Convertible note equity reserve	Share based payment reserve	Capital and surplus reserve	Other reserves	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


At 1 January 2013	14	703,917	9,198	12,743	1,325	391	45,971	(113,511)	660,048	18	660,066
Loss for the period	-	-	-	-	-	-	-	9,382	9,382	-	9,382
Exchange differences on translating foreign operations	-	-	-	-	-	28	11,252	-	11,280	-	11,280
Total comprehensive income for the period	-	-	-	-	-	28	11,252	9,382	20,662	-	20,662
Disposal of JCE and subsidiaries	-	-	-	-	(1,325)	(338)	-	-	(1,663)	(18)	(1,681)
Transfer to share premium	-	9,198	(9,198)	-	-	-	-	-	-	-	-
At 30 June 2013	14	713,115	-	12,743	-	81	57,223	(104,129)	679,047	-	679,047

At 1 January 2014	14	681,031	1,746	12,743	-	30	65,575	(114,334)	646,805	-	646,805

Loss for the period	-	-	-	-	-	-	-	(69,267)	(69,267)	-	(69,267)
Exchange differences on translating foreign operations	-	-	-	-	-	(11)	(1,488)	-	(1,499)	-	(1,499)
Total comprehensive expense for the period	-	-	-	-	-	(11)	(1,488)	(69,267)	(70,766)	-	(70,766)
Conversion of convertible notes	-	35,000	(1,746)	-	-	-	-	-	33,254	-	33,254
Issue of convertible note	-	-	3,760	-	-	-	-	-	3,760	-	3,760

At 30 June 2014 (unaudited)	14	716,031	3,760	12,743	-	19	64,087	(183,601)	613,053	-	613,053

Consolidated Statement of Cash Flows

Six months ended 30 June 2014

		Six months ended 30 June 2014	Six months ended 30 June 2013	Year ended 31 December 2013
		US$'000	US$'000	US$'000
	Notes	unaudited	unaudited	Audited
Operating activities
(Loss) / profit after tax		(69,267)	9,382	(823)
Adjustments for:
Depreciation		5,721	1,297	12,194
Amortisation of leasehold land held for own use under operating leases		171	54	117
Amortisation for intangible assets		356	1,204	1,474
Impairment of intangible assets		-	-	325
Gain on disposal of JCE & subsidiaries		-	(28,292)	(33,544)
Loss on disposal of property, plant and equipment		-	-	1,150
Finance income		(2)	(212)	(25)
Change in fair value of derivative		65,382	-	13,271
Overprovision of litigation payable		(6,937)	-	-
Litigation interest and penalties		-	6,912	6,937
Taxation for continuing operations		44	(145)	(507)
Taxation for discontinued operations		-	(62)	436
Finance costs		5,133	9,104	12,513
Cash movements before changes in working capital		601	(758)	13,518
Movement in inventory		(238)	(2,456)	267
Movement in trade and other receivables		(3,679)	4,243	(9,078)
Movement in trade and other payables		(352)	(1,685)	19,877
Net cash (used in)/generated from operations		(3,668)	(656)	24,584
Income tax		(133)	(627)	(597)
Net cash (used in)/generated from operating activities		(3,801)	(1,283)	23,987

		Six months ended 30 June 2014	Six months ended 30 June 2013	Year ended 31 December 2013
		US$'000	US$'000	US$'000
	Notes		unaudited	audited
Investing activities
Payments for purchase of property, plant and equipment		-	(964)	(12,325)
Payments for intangible assets - gas station license		-	-	(392)
Payments for leasehold land held for own use under operating leases		-	-	(155)
Interest in GCZ		(12,288)	-	(25,504)
Payments for exploration activities		(7,831)	(20,961)	(32,385)
Disposal of a subsidiary, net of cash disposed	18	-	59,367	60,201
Cash disposed due to demerger of subsidiaries		-	-	(3,576)
Movement in restricted cash		(8,000)	-	-
Interest received		2	212	25
Net cash (used in)/generated from investing activities		(28,117)	37,654	(14,111)

Financing activities
Cash paid to redeem convertible notes		-	(84,200)	(84,200)
Cash received from issuing convertible notes		50,000	-	35,000
Cash received from issuing bonds		-	35,000	35,000

Other interest paid		(2,522)	(4,047)	(5,409)
Net cash generated from/(used in) financing activities		47,478	(53,247)	(19,609)

Net increase/(decrease) in cash and cash equivalents		15,560	(16,876)	(9,733)
Cash and cash equivalents at beginning of period		34,642	39,971	39,971
		50,202	23,095	30,238
Effect of foreign exchange rate changes		1,770	1,319	4,404
Cash and cash equivalents at the end of period		51,972	24,414	34,642

Notes to Condensed Interim Financial Statements

1 GENERAL INFORMATION

The condensed financial information for the six months ended 30 June 2014 and 30 June 2013 is unaudited and does not constitute a set of statutory financial statements. The consolidated unaudited interim financial information set out in this report is based on the consolidated financial statements of Green Dragon Gas Ltd. and its subsidiary companies (together referred to as the 'Group'). The condensed consolidated financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2013, which have been prepared in accordance with IFRSs as adopted by the European Union. The comparative financial information for the full year ended 31 December 2013 is not the Group's full annual accounts for that period but has been derived from the annual financial statements for that period. The auditors' report on those accounts was unqualified and did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report.

2 ACCOUNTING POLICIES

These accounts have been prepared in accordance with the accounting policies that are expected to be applied in the Report and Accounts of Green Dragon Gas Ltd. for the year ending 31 December 2014 and are consistent with International Financial Reporting Standards adopted for use in the European Union, with the exception of IAS 34, "Interim Financial Reporting". The annual financial statements of Green Dragon Gas Ltd. are prepared in accordance with IFRSs as adopted by the European Union.

Basis of preparation

After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the half-yearly condensed financial statements.

The interim financial statements are presented in United States Dollars and all values are rounded to the nearest thousand dollars (US$'000) except when otherwise indicated.

The consolidated interim financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an invested entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Prior period adjustment

The carrying value of the 30 June 2013 exploration assets has been restated to reflect the impact of retranslating the fair value uplift on initial acquisition which was attributable to companies with a functional currency of RMB into US dollars, being the presentational currency of the Group, as required by IFRS. No retranslation of the balance had taken place previously.

Critical accounting estimates and judgments

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 are as follows.

Depreciation of the gas production assets

The property, plant and equipment associated with GCZ has been depreciated on a units of production basis. Judgment 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. The assessment by the Board requires judgment 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 judgmental 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.. This assessment involves judgment 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 determination of the market interest rate for such debt is judgmental. Refer to note 12.

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 behavior of parties subject to contractual arrangements. In that regard, fair values based on estimates cannot always be substantiated by comparison to independent markets. The assumptions used are detailed in note 13.

Accounting for framework agreement with CUCBM

Refer to note 19 for details of the CUCBM Framework Agreement. As at 30 June 2014, the Group has not recorded any adjustments to the financial statements in relation to the Framework Agreement signed with CUCBM, as discussions are ongoing regarding finalization of the historic financial data of the relevant blocks and IFRS recognition criteria are not considered to be met.

3 REVENUE AND SEGMENTAL 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 maker in order to make decisions about the allocation of resources and assess their performance.

During the period revenue of US$8,404,000 (30 June 2013: Nil; 31 December 2013: $48,179,000) was recognised by the Sale of CBM gas segment in respect of 1 customer representing 10% or more of the Group's total revenue for the period.

For the period ended 30 June 2014 - unaudited

	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	8,404	7,079	-	15,483	-	15,483
Inter-segment sales	2,827	-	-	2,827	(2,827)	-
	________	________	________	________	________	_______
	11,231	7,079	-	18,310	(2,827)	15,483
	________	________	________	________	_______	________
Depreciation	5,372	320	29	5,721	-	5,721
	________	________	________	________	_______	________
Amortisation	-	356	-	356	-	356
	________	________	________	________	_______	________
Loss from continuing operations	(1,485)	(1,350)	(4,425)	(7,260)	-	(7,260)
	________	________	________	________	_______	________
Other income	1,613	-	6,939	8,552	-	8,552
	________	________	________	________	_______	________
Overprovision of litigation payable	-	-	6,937	6,937	-	6,937
	________	________	________	________	_______	________
Change in fair value
derivative	-	-	(65,382)	(65,382)	-	(65,382)
	________	________	________	________	_______	________
Finance costs	-	(71)	(5,062)	(5,133)	-	(5,133)
	________	________	________	________	_______	________
Income tax (charge) / credit	(127)	83	-	(44)	-	(44)
	________	________	________	________	_________	________
Profit/(loss) for the period	1	(1,338)	(67,930)	(69,267)	-	(69,267)
	________	________	________	________	_________	________
Assets	907,616	14,725	725,294	1,647,635	(628,911)	1,018,724
	________	________	________	________	_______	________
Liabilities	179,829	3,041	384,749	567,619	(161,948)	405,671
	________	________	________	________	_______	________

For the year ended 31 December 2013 - audited

	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
Litigation interest and penalties	-	-	(6,937)	(6,937)	-	(6,937)
	________	________	________	________	_________	________
Profit/(loss) from continuing operations	12,193	(3,074)	(18,400)	(9,281)	-	(9,281)
	________	________	________	________	_________	________

Other income	2	283	25	310	-	310
	________	________	________	________	_________	________
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 from continuing operations	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 period ended 30 June 2013 - unaudited

	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	-	6,932	-	6,932	-	6,932
Inter-segment sales	3,482	-	-	3,482	(3,482)	-
	________	________	________	________	________	_______
	3,482	6,932	-	10,414	(3,482)	6,932
	________	________	________	________	_______	________
Depreciation	-	263	35	298	-	298
	________	________	________	________	_______	________
Amortisation	-	357	-	357	-	357
Litigation interest and penalties	-	-	(6,912)	(6,912)	-	(6,912)
	________	________	________	________	_______	________
Profit/(loss) from continuing operations	268	(1,028)	(7,519)	(8,279)	-	(8,279)
	________	________	________	________	_______	________
Other income	1	140	14	155	-	155
	________	________	________	________	_______	________
Finance costs	-	-	(9,104)	(9,104)	-	(9,104)
	________	________	________	________	_______	________
Income tax (charge) /credit	(66)	211	-	145	-	145
	________	________	________	________	_________	________
Profit/(loss) for the period from continuing operations	203	(677)	(16,609)	(17,083)	-	(17,083)
	________	________	________	________	_________	________
Assets	810,532	20,393	697,468	1,528,393	(570,161)	958,232
	________	________	________	________	_______	________
Liabilities	179,467	5,213	530,448	715,128	(435,943)	279,185
	________	________	________	________	_______	________

The revenue, results and cash flows of the discontinued operations have been previously disclosed in the 30 June 2013 interim results and the 31 December 2013 annual report.

4 TAX

Taxation for the Group's operations in the People's Republic of China ("PRC") is applicable at the current tax rate of 25% on the estimated assessable profits for the period.

5 (LOSS) / EARNINGS PER SHARE

	Six months ended 30 June 2014	Six months ended 30 June 2013	Year ended 31 December 2013
	US$'000	US$'000	US$'000
	unaudited	unaudited	audited

(Loss) /earnings for the period attributable to owners of the Parent arising from:
- Continuing operations	(69,267)	(17,083)	(34,248)
- Discontinued operations	-	26,465	33,425

Weighted average number of ordinary shares for the basic (loss)/earnings per share that is applicable	137,439,134	136,540,711	136,540,711

(Loss) /earning per share is based on the (loss)/earnings attributable to ordinary equity holders of the Company of divided by the weighted average of ordinary shares in issue during the corresponding period.

Due to the loss arising on continuing operations during the period ended 30 June 2014, 30 June 2013 and for the year ended 31 December 2013, the diluted loss per share is considered to be the same as the basic loss per share. Potential ordinary shares arising from warrants and convertible bonds have been excluded from the calculation above as they are considered to be anti-dilutive.

6 DIVIDENDS

The directors do not recommend the payment of an interim dividend during the period ended 30 June 2014. 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 resulted in a reduction in share premium and other reserves and de-recognition of the assets and liabilities of GET during the year ended 31 December 2013.

7 PROPERTY, PLANT AND EQUIPMENT

During the period, the Group incurred no additions to other property, plant and equipment (30 June 2013 US$964,000; 31 December 2013 US$20,065,000) and US$12,288,000 on additions tothe Group's interest in GCZ block assets (30 June 2013 Nil; 31 December 2013 US$25,504,000) as part of the final agreement with CNPC.

8 GAS EXPLORATION AND APPRAISAL ASSETS

Restated

US$'000

Cost

At 1 January 2013 813,262

Additions 40,049

Revenue adjustment (7,664)

Reversal of PSC partner contributions 42,600

Transfer to property, plant and equipment (5,506)

Exchange differences 19,796

________

At 31 December 2013 - audited 902,537

Additions 10,658

Revenue adjustment (2,827)

Reversal of PSC partner contributions (2,600)

Exchange differences (4,284)

________

At 30 June 2014 903,484

________

Net book value

At 30 June 2014 - unaudited 903,484

________

At 31 December 2013 - audited 902,537

________

At 01 January 2013 813,262

________

Revenues of US$2.8m (31 December 2013: US$7.7m) arising on blocks included in exploration and appraisal assets represents pre-commercial production pilot gas production and is considered to form part of continued evaluation of the Group's assets. As such, an amount equal to the margin on such revenues is deducted from the exploration and evaluation asset expenditure in the period.

The US$2.6m reversal in the period is due to the settlement of the litigation with Conoco Phillips. Please refer to Note 14 for further details.

9 TRADE AND OTHER RECEIVABLES

	As at 30 June 2014	As at 31 December 2013
	US$'000	US$'000
	unaudited	audited
Trade receivables	1,471	1,401
Other receivables	8,116	8,334
Amount due from related parties	5,634	1,807
	15,221	11,542

10 TRADE AND OTHER PAYABLES

	As at 30 June 2014	As at 31 December 2013
	US$'000	US$'000
	unaudited	Audited
Trade payables	8,571	8,906
Other payables	7,268	7,306
Amounts due to related parties	8,955	9,411
	24,794	25,623

11 OTHER FINANCIAL LIABILITIES

The amount payable represents amounts payable to China United Coalbed Methane Co.Ltd., which is a party to the PSCs, in relation to exploration costs incurred on the properties. These amounts are only payable from revenue on production from the Shizhuang South Property.

12 CONVERTIBLE NOTES

As at As at

30 June 31 December

2014 2013

US$'000 US$'000

unaudited audited

Brought forward from prior year 33,383 79,751

Additional finance charge on early redemption of convertible notes - 4,449

Conversion of convertible note (33,383) -

Issue of convertible notes 46,240 33,119

Accrued interest 309 264

Repayments of convertible notes and interest - (84,200)

________ ________

46,549 33,383

________ ________

As at 30 June 2014, the Company had one (31 December 2013: one) convertible note in issue.

Convertible loan note issued 2014

(a) US$50 million 7% coupon convertible note due 2017

On 2 June 2014 ("Issue Date"), the Company issued a three year convertible note having a face value of US$50,000,000 with a maturity date of 1 June 2017 ("Maturity Date"). The note bears interest at 7% per annum, payable on a semi-annual basis. At the Maturity Date, the total sum of 100% of the outstanding principal amount of the convertible note and the accrued interest shall become payable, unless previously converted or redeemed.

The convertible note can be converted into ordinary shares of the Company at the note holder's option at any time prior to the Maturity Date at US$9.34 per share.

(b) Accounting for convertible notes

On initial recognition, the fair value of the liability component of the convertible loan notewas determined using the prevailing market interest rate of similar debts without conversion option. For notes issued during the period ended 30 June 2014, the rate considered to be comparable was 10%. The loans are subsequently carried at amortised cost.

The equity element arising from the conversion options of their convertible notes, being the residual value at initial recognition, is presented in the equity heading "convertible note equity reserve".

Convertible loan note issued 2013 and converted 2014

(a) US$35 million 7% coupon convertible note due 2015

On 11 December 2013 ("Issue Date"), the Company issued a two year convertible note having a face value of US$35,000,000 with a maturity date of 16 December 2015 ("Maturity Date"). The note bore interest at 7% per annum, payable on a semi-annual basis. At the Maturity Date, the total sum of 100% of the outstanding principal amount of the convertible note and the accrued interest would have become payable, unless previously converted or redeemed.

The convertible note could be converted into ordinary shares of the Company at the note holder's option at any time from 11 December 2013 to the 14 days prior to the Maturity Date at US$6.06 per share.

On 3 June 2014, this convertible note was converted into 5,775,578 ordinary shares of the Company at US$6.06 per share.

Historic Convertible loan notes repaid in prior periods

As disclosed in the 31 December 2013 annual report, the Group had two US$50 million 7% coupon convertible notes due in 2015. Both of these were repaid in full on 7 June 2013 and extinguished at nil gain or loss.

13 BONDS AND DERIVATIVE FINANCIAL INSTRUMENT

On 3 June 2013, the Company issued an 18 month bond of US$35,000,000 with a maturity date of 3 December 2014 ("Maturity Date"). The bondholder may notify the Company to extend the original maturity date to a date falling not later than twelve months after the original maturity date. The bond bears interest at 7% per annum, payable semi-annually. At the Maturity Date, the bonds will be redeemed at their principal amount, unless purchased and cancelled or redeemed.

The Company issued 13,756,000 warrants at the same date to the bondholder under a separate warrant agreement with an exercise price fixed at GBP1.97216, which can be exercised in the exercise period up to 3 December 2014. The holder is entitled to require repurchase of the warrants at any time during the 30-day period preceding the exercise date of 3 December 2014 at a US Dollar amount equal to the aggregate interest payable on the Principal amount, equivalent to US$ 2.54 per warrant, at an annualised interest rate of 15% from the date of issue, representing a put option.

The bond was initially recorded at fair value and is subsequently carried at amortised cost.

The fair value of the warrants and the put option have been calculated as at the date of inception using valuation models. The fair value of the instruments was considered to represent a transaction cost of the bond and the inception value of US$7,142,000 has been set off against the principal amount of the bond of US$35m and is thereafter amortised as part of the effective interest rate charge to the maturity date. The warrants and put option have been classified as derivative financial liabilities and were fair valued at 30 June 2014 and 31 December 2013 with changes in the fair value recorded in profit and loss. No value is attributable to the put option at period end as the probability of redemption is considered to be nil.

The fair value of the warrants of $85,792,000 has been determined using a Black Scholes pricing model. The fair value change in the period is $65,382,000. The key inputs used are:

At inception

Period end

Share price

£1.85

£5.62

Exercise price

£1.97

Expected volatility

36%

Risk free rate

2.60%

Expected dividend yield

N/A

14 PROVISIONS

As disclosed previously in the 31 December 2013 annual report, the Group had litigation in the period with ConocoPhillips China Inc ("COPC") arising from a farm-out agreement. COPC had paid US$ 42.6 million to the Group under the farm-out agreement. On 8 November 2010, the Group terminated the farm-out agreement as COPC had not made the required payments under the funding arrangements. COPC disputed the payments and demanded full repayment of the US$ 42.6 million.

The dispute was subject to arbitration in Singapore and on 10 July 2013, the arbitration tribunal ruled in COPC's favour with an award of US$42.6 million plus fees and interest of approximately US$6.9 million against the Group.

Whilst the Group had lodged an appeal against the decision, as at 31 December 2013 Management exercised judgment and a provision of the full amount was made in the financial statements with US$42.6m set off against exploration assets whilst fees, interest and penalties of US$6.9 were shown in the income statement, representing the estimated financial effect. During the period, the Group paid $8m as a security deposit and this has been classified as restricted cash in the statement of financial position. On 14 August 2014, the Group entered into a full and final settlement agreement with COPC and paid US$40 million to COPC to settle this case on 15 August 2014.

The settlement is considered to be an adjusting event under IAS 10 and therefore provision has been reduced by US$9.5m to US$40 million in the statement of financial position. The amount set off against exploration assets has been reduced by US$2.6m and previously recognized fees and interest of US$6.9m has been reversed and shown within other income in the consolidated statement of comprehensive income.

15 SHARE CAPITAL AND RESERVES

	Authorised		Issued and fully paid
	Number		Number
	of shares	US$	of shares	US$

At 1 January 2013, 30 June 2013 and 31 December 2013 ordinary shares of US$0.0001 each	500,000,000	50,000	136,540,711	13,654
Issue of new shares by conversion of convertible note on 3 June 2014	-	-	5,775,578	578
At 30 June 2014, ordinary shares of US$0.0001 each	500,000,000	50,000	142,316,289	14,232

Nature and purpose of reserves

(i) Share premium

The amount relates to subscription for or issue of shares in excess of nominal value. The application of the share premium account is governed by the Companies Law of the Cayman Islands. The articles of association of the Company prohibit distribution to equity holders of the Company through the share premium.

(ii) Convertible note equity reserve

The amount represents the value of the unexercised equity component of the convertible note issued by the Company recognised in accordance with the Group's accounting policy.

(iii) Share based payment reserve

The amount relates to the fair value of the share options that have been expensed through the income statement less amounts, if any, that have been transferred to the retained earnings/deficit upon exercise.

(iv) Other reserve

In accordance with the regulations of the State Administration of Work Safety, the Group's share of subsidiaries and JCEs has a commitment to provide reserve for enhancement of safety production environment and improvement of facilities ("Work Safety Cost"). In prior years, the work safety expenditures are recognized only when acquiring the fixed assets or incurring other work safety expenditures.

(v) Foreign exchange reserve

The amount represents gains/losses arising from the translation of the financial statements of foreign operation the functional currency of which is different from the presentation currency of the Group.

(vi) Retained deficit

The amount represents cumulative net gains and losses recognised in consolidated profit or loss less any amounts reflected directly in other reserves.

16 RELATED PARTY TRANSACTIONS

Saved as disclosed in notes 9, 10, 11 and 13, there were no other related party transactions that are required to be disclosed. Transactions between the company and its subsidiary undertakings, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The related party transactions of the Group during the period include the following

· Amounts due from related parties of US$5,634,000 (31 December 2013: $1,807,000) are from companies that are subsidiaries of Greka Drilling Ltd. and Greka Engineering & Technology Ltd. which are companies under common management and control. The Group has contracts with both companies regarding drilling services and gas processing respectively.

· Amounts of US$ 8,955,000 (31 December 2013: $1,465,000) are due to CNPC, which is a party to the production sharing contracts on the activities of exploration, development and production of coal bed methane, in respect of exploration costs incurred. This amount is to be settled by future revenue on production from the Chengzhung Block in the PRC. The balance is unsecured and interest-free.

· The holder of the Group's bonds and warrants detailed in note 13, Chandler Group, is considered to represent a related party by virtue of its 18% shareholding and warrants which confer potential rights to a further 10% of the Group's share capital.

17 EVENTS AFTER REPORTING DATE

(a) Agreement signed with PetroChina

In August 2014, the Group entered into a binding agreement with PetroChina regarding its PSCs in GCZ block in China. The Cooperation Agreement reaffirms Green Dragon's 47% interest in the GCZ Block and secures future cashflows from the 104 wells drilled on the GCZ block, which have been producing since 3 March 2010.

Under the terms of the Cooperation Agreement, which ends on 31 March 2033, CNPC and China United Coalbed Methane Corporation Ltd. ("CUCBM") will transfer their rights and obligations under the PSC relating to the GCZ Block to Petrochina. The participating interests of the parties in the GCZ Block will be PetroChina, 53% and Green Dragon, 47%. PetroChina will be the operator of the GCZ Block.

The parties have agreed that PetroChina shall, in accordance with the cost recovery mechanism of the PSC, recover in full all unrecovered exploration costs, development costs, operating costs and deemed interest from the effective date of the PSC, which have been audited, before Green Dragon recovers its unrecovered exploration costs and receives its allocation under the PSC. Gas production and sales from the GCZ Block commenced on 3 March 2010.

(b) Settlement of dispute with ConocoPhillips

In August 2014, the Group successfully negotiated a full and final settlement agreement with COPC. Please refer to note 14 for details.

18 DISCONTINUED OPERATIONS

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"). Further to this, on 30 September 2013, the shareholders approved the demerger 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.

Details of the assets, liabilities and any resulting gains/losses on disposal have previously been disclosed in the 30 June 2013 interim accounts and 31 December 2013 annual report.

19 BINDING AGREEMENT WITH CHINA UNITED COALBED METHANE CORPORATION ("CUCBM")

During the period the company entered into a binding agreement with CUCBM, a subsidiary of China National Offshore Oil Corporation. As a result of the agreement, both the Group and CUCBM are to work together in order to maximize the value within the PSCs which continue in full force and effect. The agreement secures interest and revenue share of the approximately 1600 wells drilled by CUCBM in line with the PSCs. CUCBM is committed to invest a further of US$100m in return for an additional 10% working interest in GSN (this is in addition to an estimated US$100million invested to date). The PSC exploration terms are extended for a further 2 years. At this stage, there is no impact of the agreement on the 30 June 2014 financial statements as discussions with CUCBM regarding finalization of relevant financial data are ongoing.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR GGUCGBUPCUAA

Companies

G3 Exploration Limited (DI) (G3E)

Friday, 3rd January 2025

COMPANIES COVERED:

WIZZ QUIZ RTOP

Another quiet day in terms of corporate news but Wizz Air slips on traffic figures, Quiz Plc sees more downside pressure as institutional divestment is announced and RegTech Open Project shares are officially delisted.

Full Archive

UK 100

Latest directors dealings

1 day ago Legal & General Group
1 day ago Baillie Gifford Japan Trust
1 day ago British Land Company
1 day ago Premier Miton Global Renewables Trust
1 day ago NATWEST GROUP

All directors dealings today